CERTIFICATE OF LIABILITY INSURANCE › sony › docs › 03_03 › RISKMGMT... · commons at calabasas, llc, gfm, llc d/b/a the grove, llc, the lakes at thousand oaks, llc, caruso

MISC EQUIP/PROPSSETS, WARD/3RD PARTYPROP DMG/VEH PHYS DMG

CA 6404746-03

04/22/2014

11/1/2013

CARUSO PROPERTY MANAGEMENT, INC., CARUSO MANAGEMENT COMPANY, LTD., THE AMERICANA AT BRAND, LLC, THECOMMONS AT CALABASAS, LLC, GFM, LLC D/B/A THE GROVE, LLC, THE LAKES AT THOUSAND OAKS, LLC, CARUSOMANAGEMENT COMPANY, LLC, A.F. GILMORE COMPANY, CITY OF THOUSAND OAKS AND WESTLAKE PROMENADE, LLC AREADDED AS AN ADDITIONAL INSURED AND/OR LOSS PAYEE, AS APPLICABLE, BUT ONLY AS RESPECTS PREMISES/VEHICLES ANDEQUIPMENT LEASED/RENTED BY THE NAMED INSURED IN CONNECTION WITHTHE FILMING ACTIVITIES OF THE PRODUCTIONENTITLED “WHEEL OF FORTUNE”. INSURANCE COVERAGE IS PRIMARY AND NON-CONTRIBUTORY. A WAIVER OF SUBROGATIONIS ADDED IN FAVOR OF THE ADDITIONAL INSURED.

11/1/2014

A- LOCKTON COMPANIES, INC.1185 AVENUE OF THE AMERICAS, SUITE 2010, NY, NY. 10036B- AON/ALBERT G. RUBEN & CO., INC.15303 VENTURA BL., SUITE 1200, SHERMAN OAKS, CA

MPT 07109977 8/1/2013 8/1/2014 $1,000,000 LIMITB

CU 6404747-03 11/1/2013 11/1/2014

QUADRA PRODUCTIONS, INC.

10202 W WASHINGTON BLVD.CULVER CITY, CA, 90232

CLL 6404745-03 11/1/2013 11/1/2014

1,000,000

1,000,000

5,000,0005,000,000

2,000,0001,000,000

10,0001,000,0001,000,000

XX

X

X

X

X

CARUSO PROPERTY MANAGEMENT, LLC

101 THE GROVE DRIVELOS ANGELES, CA 90036

A

A

A

FIREMAN’S FUND INSURANCE COMPANY

TOKIO MARINE AMERICA INS. COM., LTD.

102748

X

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCER

INSURED

CONTACTNAMEPHONE(A/C, No, Ext):

FAX(A/C, No):

E-MAILADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #

INSURER A:

INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

REVISION NUMBER:CERTIFICATE NUMBER:COVERAGESTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLTR TYPE OF INSURANCE

ADDLINSR POLICY NUMBER

SUBRWVD (MM/DD/YYYY)

POLICY EFF(MM/DD/YYYY)POLICY EXP LIMITS

EACH OCCURRENCEDAMAGE TO RENTEDPREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT(Ea accident)

BODILY INJURY (Per person)

BODILY INJURY (Per accident)PROPERTY DAMAGE(Per accident)

EACH OCCURRENCE

AGGREGATE

WC STATU-TORY LIMITS

OTH-ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

COMMERCIAL GENERAL LIABILITY

GENERAL LIABILITY

CLAIMS-MADE OCCUR

GEN’L AGGREGATE LIMIT APPLIES PER:

LOCPOLICYPRO-JECT

ANY AUTO

AUTOMOBILE LIABILITY

ALL OWNED SCHEDULED

HIRED AUTOSNON-OWNED

EXCESS LIAB

OCCUR

CLAIMS-MADE

DED RETENTION $WORKERS COMPENSATION

UMBRELLA LIAB

Y / N

N / A

AND EMPLOYERS’ LIABILITYANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?(Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD© 1988-2010 ACORD CORPORATION. All rights reserved.

AUTOS AUTOS

AUTOS

CLL 6404745-03

1

Allen, Louise

From: Allen, LouiseSent: Wednesday, April 23, 2014 11:40 AMTo: Ballance Ellis, Shelley; Prete, SuzanneCc: Medina, Esther; Luehrs, Dawn; Sofia, Bob; O'brien, Patrick; Diaz, Monique; Barnes, Britianey;

Herrera, Terri; Zechowy, Linda; Au, AaronSubject: RE: WOF - Caruso Property Management LLC Location Agreement - Time Sensitive

Advisement Needed [reissue cert]

That is ok with Risk Mgmt. There is a duplicate line and a missing word in the agreement but otherwise it looks fine. See attached. Aaron ... please re‐issue the cert with the extra additional insureds.

Caruso.pdf

Thanks, Louise Allen Risk Management T: (519) 273-3678 _____________________________________________ From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 9:02 PM To: Allen, Louise; Prete, Suzanne Cc: Medina, Esther; Luehrs, Dawn; Sofia, Bob; O'brien, Patrick; Diaz, Monique; Barnes, Britianey; Herrera, Terri; Zechowy, Linda; Au, Aaron Subject: FW: WOF - Caruso Property Management LLC Location Agreement - Time Sensitive Advisement Needed I just noticed Caruso added more additional insured entities as well. So, if this is approved we will need to update the insurance certificate. _____________________________________________ From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 5:44 PM To: Allen, Louise; Prete, Suzanne Cc: Medina, Esther; Luehrs, Dawn; Sofia, Bob; O'brien, Patrick; Diaz, Monique; Barnes, Britianey; Herrera, Terri; Zechowy, Linda Subject: RE: WOF - Caruso Property Management LLC Location Agreement - Time Sensitive Advisement Needed Bob Sofia, Coordinating Producer/Technical Supervisor, advised that he moved the Caruso shoot from tomorrow 4/23 and Thursday 4/24 to Thursday 4/24 and Friday 4/25.

2

Please see below, I sought clarification from Caruso and received verbal advisement that "ground leasees" include but are not limited to the County, and AF Gilmore ... Caruso's legal contact e‐mailed "they hold the lease for the property. We lease the land from them." Please advise. Thank you! Shelley ‐‐‐‐‐Original Message‐‐‐‐‐ From: Carla Seidel [mailto:[email protected]] Sent: Tuesday, April 22, 2014 5:36 PM To: Ballance Ellis, Shelley Cc: Sofia, Bob; Diaz, Monique; Emily Davis Subject: RE: Location Agreement Shelly, they hold the lease for the property. We lease the land from them. ‐‐‐‐‐Original Message‐‐‐‐‐ From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Tuesday, April 22, 2014 5:35 PM To: Carla Seidel Cc: Sofia, Bob; Diaz, Monique; Emily Davis Subject: RE: Location Agreement Carla, Please advise regarding the "ground leasees", can you please specify what kind of entities these are? I know you mentioned the county and AF Gilmore ... what other ground leasees are there? Please advise. For example, are the tenants and/or condominium owners in The Americana on Brand considered "ground leases"? Thank you! Shelley Shelley Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ‐‐‐‐‐Original Message‐‐‐‐‐ From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 4:15 PM To: Allen, Louise; Barnes, Britianey; Herrera, Terri; Zechowy, Linda Cc: Prete, Suzanne; Medina, Esther; Luehrs, Dawn; Sofia, Bob; O'brien, Patrick; Diaz, Monique Subject: FW: Location Agreement So ... the contact from Caruso just asked that I add "ground leasees" to the list of "Indemnities" ... please see the attachment and confirm that this is acceptable to Risk Management. Thank you! Shelley Shelley Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.*** ‐‐‐‐‐Original Message‐‐‐‐‐ From: Carla Seidel [mailto:[email protected]]

3

Sent: Tuesday, April 22, 2014 3:56 PM To: Ballance Ellis, Shelley Subject: Location Agreement Sorry, Shelley‐ Can you make the changes in red regarding the ground leasee and then send back? Thanks. << File: Scan001.pdf >>

lallen

Line

lallen

Callout

shall

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, April 22, 2014 3:23 PMTo: Ballance Ellis, Shelley; Au, Aaron; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey;

Herrera, TerriSubject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th

[issue cert]

OK. When the agreement is finalized, please email a copy.

Thanks, Louise Allen Risk Management T: (519) 273-3678

From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 3:21 PM To: Allen, Louise; Au, Aaron; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert] Thanks Louise! I plan to add that portion when/if Caruso approves. I had to add the names to the front of the document. Also, the contact asked WOF to please change “Americana at Brand” to “The Americana at Brand”

From: Allen, Louise Sent: Tuesday, April 22, 2014 12:18 PM To: Au, Aaron; Ballance Ellis, Shelley; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert] Shelley ... here is the revised mark‐up with the extra entities added at the end of Exhibit A.


From: Au, Aaron Sent: Tuesday, April 22, 2014 3:11 PM To: Ballance Ellis, Shelley; Allen, Louise; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert] Per your request.

From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 12:09 PM

lallen

Pencil

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, April 22, 2014 3:18 PMTo: Au, Aaron; Ballance Ellis, Shelley; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey;

Herrera, TerriSubject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th

[issue cert]

Shelley ... here is the revised mark‐up with the extra entities added at the end of Exhibit A.


From: Au, Aaron Sent: Tuesday, April 22, 2014 3:11 PM To: Ballance Ellis, Shelley; Allen, Louise; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert] Per your request.

From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 12:09 PM To: Ballance Ellis, Shelley; Allen, Louise; Au, Aaron; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert]

Here is the confirmed list of additional insureds:

ADDITIONAL INSURED ENTITIES

Caruso Property Management, Inc. Caruso Management Company, Ltd.

Americana at Brand, LLC The Commons at Calabasas, LLC GFM, LLC d/b/a The Grove, LLC The Lakes at Thousand Oaks, LLC

Caruso Management Company, LLC Thank you! Shelley Shelley Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

LOCATION CONTRACT Caruso Property Management, LLC (“Grantor”)Permission is hereby grants permissioned to Quadra Productions, Inc. ("QPI") to enter, use and by means of film, tape or by any other method, to photograph the property, including the interiors and exteriors of all buildings, improvements, and structures and the contents thereof, located at _______________________________________ (Street Address) (City or Town) Hereinafter referred to as the “Property”, which Property consists of (Description – i.e. private residence, farm, church, shopping mall, etc.) in connection with the production of "Wheel of Fortune". QPI is hereby permitted to bring and utilize thereon personnel, personal property, materials and equipment, including but not limited to props while taping at the Property. QPI has been granted the unlimited right to exhibit any and all scenes photographed or recorded at and of the Property throughout the world in all media, in perpetuity. GrantorThe undersigned hereby waives all rights of privacy, publicity, or any other rights of a similar nature in connection with the above. The above permission to record at the Property is granted for one day, commencing on or about the ____ day of ________, until completion of all scenes and work required. In full consideration of the above, QPI will pay Grantorthe undersigned the sum of ($0). QPI agrees to hold the undersigned harmless against any and all liability and loss which the undersigned may incur by reason of the death or injury of any person or damage to or destruction of any property caused by QPI or by any party entering the Property with its authorization. Except if due to the negligence or willful misconduct of the IndemnitiesTo the fullest extent permitted by law, QPI assumes all risks and liabilities for and agrees to indemnify and hold harmless Grantor, and its respective subsidiaries, agents, employees, members, managers and officers (the "Indemnities"), from any and all claims, damages, demands, losses, costs, judgments, liabilities and expenses (including, but not limited to reasonable outside attorney’s fees) arising out of or resulting from, or alleged to arise out of or result from, QPI or QPI’s agents’ and/or employees’ performance of the work or provision of the products and servicesacts or omissions as described in this Agreement, including, but not limited to, any such claims, damages, losses and expenses attributable to (1) the filing of any lien or claim for payment; (2) bodily injury, sickness, disease or death, or (3) injury to or destruction of property, including the loss of use resulting therefrom; provided such claims, damages, losses or expenses are caused in whole or in part by any negligent act or omission on the part of QPI, or anyone directly or indirectly employed by QPI or anyone for whose acts QPI may be liable. In any and all claims against Grantor and its respective subsidiaries or any of their agents or employees by an employee of QPI, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation in the amount or type of damages, compensation or benefits payable by or for QPI or any of QPI’s agents or employees under workers compensation acts, disability benefit acts or other employee benefits. If any legal limitations now or hereafter in effect affect the validity or enforceability of the indemnification obligations specified herein, such legal limitations are made

Formatted: Highlight

Formatted: Strikethrough, Highlight






a part of the indemnification obligations to the minimum extent necessary to bring the indemnification into conformity with the requirements of such limitations, and as so modified the indemnification obligations shall continue in full force and effect. The indemnification obligations specified herein shall survive the expiration or termination of this Agreement. QPI shall purchase and maintain, with an insurer or insurers reasonably acceptable to Grantor, policies of insurance which will protect QPI and all of its affiliates and additional insureds from claims for which QPI is liable hereunderset forth below which may arise out of or result from QPI's actions or inactions, whether such be by itself or by any agent or employee of QPI or by anyone directly or indirectly employed by any of them, or by anyone of whose acts any of them may be liable. The aforementioned insurance requirements are set forth in Exhibit A. GrantorThe undersigned warrants that Grantorthe undersigned has the full right to enter into this agreement and that the consent of no other party is necessary to effectuate the full and complete permission granted herein. ACCEPTED AND AGREED TO: CARUSO PROPERTY MANAGEMENT, LLC QUADRA PRODUCTIONS, INC. ________________________________ ________________________________ Signature of Authorized Representative Signature for Quadra Productions, Inc Signed by:________________________ Shelley Ballance Ellis ________________________________ Exec. Director, Licensing & Clearance Street Address 10202 W. Washington Blvd. ________________________________ Culver City, CA 90232 City, State, Zip (310)244-3376 ph ________________________________ (310)244-0060 fax Phone/Fax ________________________________ Date ________________________________ Courtesy Credit (Fill in if a credit is required)




EXHIBIT A

Insurance Requirements

QPI shall procure the following required insurance coverages and name the entities listed below as AdditionalInsureds for General Liability coverage as respects this Agreement. Such insurance coverage shall be maintained during the term of this Agreement. Failure to comply with the insurance coverages shall place the QPI in default. All policies of insurance shall be with an insurance company with a current A.M. Best Rating of A-VIII or better. Notice of cancellation shall be in accordance with policy provisions.All policies shall contain a minimum 30 days notice of cancellation. QPI shall insure that all QPI's sub-contractors and sub-sub-contractors name each entity listed as an Additional Insured on their respective liability policies. QPI shall furnish certificates of insurance prior to the start of the work and provide renewal certificates within 30 days ofprior to expiration of the policy. All such certificates must have the “Additional Insured Endorsement” attached to the such certificate (acceptable forms are CG20101185, CG20101093, CG20101001 with CG 20371001, or CG20261185 with CG20371001).QPI shall deliver copies of all policies required hereunder if requested by Grantor or Manager.

In accordance with the indemnity provisions herein, QPI’s liability policies shall be primary and non-contributory and shall not call into contribution nor be applied excess to any other insurance available to any of the aforementioned entities.QPI shall require all policies of insurance that are secured and maintained by QPI to include clauses providing that, in accordance with the indemnity provisions herein, each underwriter shall waive all of its rights of recovery, under subrogation or otherwise against the Grantor and the other Additional Insureds and their respective agents, employees, servants, affiliates and assigns. All general liability insurance coverage required herein or in any other agreement between the parties shall be written on an “Occurrence Basis”.

Grantor and its respective agents, employees or representatives shall not be responsible for obtaining or maintaining in force insurance on construction equipment, tools or personal effects, owned by or rented to or in the care and custody and control of QPI. shall the Grantor or ManagerQPI and their respective agents, employees, or representatives be responsible for such equipment, tools, or other personal effects.

In accordance with the indemnity provisions herein, QPI shall be liable to Grantor and its agents, employees or representatives for the actions of the QPI, and theirits respective agents, servants and employees for any losses suffered by Grantor, the other Additional Insureds and their respective agents, employees or representatives which would otherwise have been covered by any insurance required to be maintained by QPI hereunder in the event QPI fails to obtain any such insurance or otherwise comply with any of the terms of this exhibit.

QPI (or its payroll services company as respects 1. and 2. below) shall maintain in full force and effect at all times the following forms of insurance:

1. Workers’ Compensation with statutory limits

2. Employers’ Liability insurance with the following minimum limits: Bodily injury by disease per person $1,000,000

Bodily injury by accident policy limit $1,000,000

Bodily injury by disease policy limit $1,000,000

3. Commercial General Liability Insurance including Broad Form Property Damage and Contractual Liability with the following minimum limits:

General Aggregate $2,000,000

Products/Completed Operations Aggregate $2,000,000
















Each Occurrence $1,000,000

Personal & Advertising Injury $1,000,000

4. Comprehensive Crime/Fidelity Covrage $5,000,000

5. Professional Liability Insurance (Errors & Omissions-Applies only $5,000,000 when Professional Services are rendered to Morgan) for project term plus three years ERP

6. Automobile Liability insurance with a Combined Single Limit of not less than $1,000,000. This insurance shall cover all owned, non-owned, and hired motor

vehicles which are operated on behalf of QPI pursuant to QPI’s

activities hereunder.

7. Umbrella/Excess Liability on a following form basis with the following minimum limits:




Caruso Property Management, Inc. Caruso Management Company, Ltd.

Americana at Brand, LLC The Commons at Calabasas, LLC GFM, LLC d/b/a The Grove, LLC The Lakes at Thousand Oaks, LLC

Caruso Management Company, LLC


Formatted: Strikethrough

1

Allen, Louise

From: Ballance Ellis, ShelleySent: Tuesday, April 22, 2014 2:49 PMTo: Allen, Louise; Au, Aaron; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, TerriSubject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th

[issue cert]

Hi there … Please don’t draft the certs yet. We will await Caruso’s feedback because that new form is the form that Caruso provided last night (not sure if they changed their minds or inadvertently left information off of the Exhibit). … more to come! Shelley

From: Allen, Louise Sent: Tuesday, April 22, 2014 11:47 AM To: Au, Aaron; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Herrera, Terri; Ballance Ellis, Shelley Subject: FW: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th [issue cert] Shelley ... just re‐confirming that there are only two extra additional insureds as I saw another version of the agreement with multiple additional insureds. Aaron ... please prepare the cert, after Shelley responds. See Exhibit A.


From: Allen, Louise Sent: Tuesday, April 22, 2014 2:30 PM To: Ballance Ellis, Shelley; Barnes, Britianey; Herrera, Terri; Zechowy, Linda Cc: Luehrs, Dawn; Diaz, Monique; Sofia, Bob; Prete, Suzanne; Medina, Esther; O'brien, Patrick Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th As discussed, I inserted the indemnity paragraph, insurance paragraph and insurance exhibit from the latest version of the Caruso Agreement into WOF's archived Location Contract. I highlighted in yellow the changes I made to the vendor's language in the afore‐mentioned sections. See attached. Risk Mgmt will prepare the cert. Note that there are some deal breakers in the original form of these provisions provided by Caruso. e.g., provision of copies of policies

Thanks,

LOCATION CONTRACT Caruso Property Management, LLC (“Grantor”)Permission is hereby grants permissioned to Quadra Productions, Inc. ("QPI") to enter, use and by means of film, tape or by any other method, to photograph the property, including the interiors and exteriors of all buildings, improvements, and structures and the contents thereof, located at _______________________________________ (Street Address) (City or Town) Hereinafter referred to as the “Property”, which Property consists of (Description – i.e. private residence, farm, church, shopping mall, etc.) in connection with the production of "Wheel of Fortune". QPI is hereby permitted to bring and utilize thereon personnel, personal property, materials and equipment, including but not limited to props while taping at the Property. QPI has been granted the unlimited right to exhibit any and all scenes photographed or recorded at and of the Property throughout the world in all media, in perpetuity. GrantorThe undersigned hereby waives all rights of privacy, publicity, or any other rights of a similar nature in connection with the above. The above permission to record at the Property is granted for one day, commencing on or about the ____ day of ________, until completion of all scenes and work required. In full consideration of the above, QPI will pay Grantorthe undersigned the sum of ($0). QPI agrees to hold the undersigned harmless against any and all liability and loss which the undersigned may incur by reason of the death or injury of any person or damage to or destruction of any property caused by QPI or by any party entering the Property with its authorization. Except if due to the negligence or willful misconduct of the IndemnitiesTo the fullest extent permitted by law, QPI assumes all risks and liabilities for and agrees to indemnify and hold harmless Grantor, and its respective subsidiaries, agents, employees, members, managers and officers (the "Indemnities"), from any and all claims, damages, demands, losses, costs, judgments, liabilities and expenses (including, but not limited to reasonable outside attorney’s fees) arising out of or resulting from, or alleged to arise out of or result from, QPI or QPI’s agents’ and/or employees’ performance of the work or provision of the products and servicesacts or omissions as described in this Agreement, including, but not limited to, any such claims, damages, losses and expenses attributable to (1) the filing of any lien or claim for payment; (2) bodily injury, sickness, disease or death, or (3) injury to or destruction of property, including the loss of use resulting therefrom; provided such claims, damages, losses or expenses are caused in whole or in part by any negligent act or omission on the part of QPI, or anyone directly or indirectly employed by QPI or anyone for whose acts QPI may be liable. In any and all claims against Grantor and its respective subsidiaries or any of their agents or employees by an employee of QPI, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation in the amount or type of damages, compensation or benefits payable by or for QPI or any of QPI’s agents or employees under workers compensation acts, disability benefit acts or other employee benefits. If any legal limitations now or hereafter in effect affect the validity or enforceability of the indemnification obligations specified herein, such legal limitations are made








a part of the indemnification obligations to the minimum extent necessary to bring the indemnification into conformity with the requirements of such limitations, and as so modified the indemnification obligations shall continue in full force and effect. The indemnification obligations specified herein shall survive the expiration or termination of this Agreement. QPI shall purchase and maintain, with an insurer or insurers reasonably acceptable to Grantor, policies of insurance which will protect QPI and all of its affiliates and additional insureds from claims for which QPI is liable hereunderset forth below which may arise out of or result from QPI's actions or inactions, whether such be by itself or by any agent or employee of QPI or by anyone directly or indirectly employed by any of them, or by anyone of whose acts any of them may be liable. The aforementioned insurance requirements are set forth in Exhibit A. GrantorThe undersigned warrants that Grantorthe undersigned has the full right to enter into this agreement and that the consent of no other party is necessary to effectuate the full and complete permission granted herein. ACCEPTED AND AGREED TO: CARUSO PROPERTY MANAGEMENT, LLC QUADRA PRODUCTIONS, INC. ________________________________ ________________________________ Signature of Authorized Representative Signature for Quadra Productions, Inc Signed by:________________________ Shelley Ballance Ellis ________________________________ Exec. Director, Licensing & Clearance Street Address 10202 W. Washington Blvd. ________________________________ Culver City, CA 90232 City, State, Zip (310)244-3376 ph ________________________________ (310)244-0060 fax Phone/Fax ________________________________ Date ________________________________ Courtesy Credit (Fill in if a credit is required)




EXHIBIT A


QPI shall procure the following required insurance coverages and name the entities listed below as AdditionalInsureds for General Liability coverage as respects this Agreement. Such insurance coverage shall be maintained during the term of this Agreement. Failure to comply with the insurance coverages shall place the QPI in default. All policies of insurance shall be with an insurance company with a current A.M. Best Rating of A-VIII or better. Notice of cancellation shall be in accordance with policy provisions.All policies shall contain a minimum 30 days notice of cancellation. QPI shall insure that all QPI's sub-contractors and sub-sub-contractors name each entity listed as an Additional Insured on their respective liability policies. QPI shall furnish certificates of insurance prior to the start of the work and provide renewal certificates within 30 days ofprior to expiration of the policy. All such certificates must have the “Additional Insured Endorsement” attached to the such certificate (acceptable forms are CG20101185, CG20101093, CG20101001 with CG 20371001, or CG20261185 with CG20371001).QPI shall deliver copies of all policies required hereunder if requested by Grantor or Manager.

In accordance with the indemnity provisions herein, QPI’s liability policies shall be primary and non-contributory and shall not call into contribution nor be applied excess to any other insurance available to any of the aforementioned entities.QPI shall require all policies of insurance that are secured and maintained by QPI to include clauses providing that, in accordance with the indemnity provisions herein, each underwriter shall waive all of its rights of recovery, under subrogation or otherwise against the Grantor and the other Additional Insureds and their respective agents, employees, servants, affiliates and assigns. All general liability insurance coverage required herein or in any other agreement between the parties shall be written on an “Occurrence Basis”.

Grantor and its respective agents, employees or representatives shall not be responsible for obtaining or maintaining in force insurance on construction equipment, tools or personal effects, owned by or rented to or in the care and custody and control of QPI. shall the Grantor or ManagerQPI and their respective agents, employees, or representatives be responsible for such equipment, tools, or other personal effects.

In accordance with the indemnity provisions herein, QPI shall be liable to Grantor and its agents, employees or representatives for the actions of the QPI, and theirits respective agents, servants and employees for any losses suffered by Grantor, the other Additional Insureds and their respective agents, employees or representatives which would otherwise have been covered by any insurance required to be maintained by QPI hereunder in the event QPI fails to obtain any such insurance or otherwise comply with any of the terms of this exhibit.

QPI (or its payroll services company as respects 1. and 2. below) shall maintain in full force and effect at all times the following forms of insurance:

























4. Comprehensive Crime/Fidelity Covrage $5,000,000



vehicles which are operated on behalf of QPI pursuant to QPI’s






Caruso Property Management, Inc.

Caruso Management Company, Ltd.


Formatted: Strikethrough

1

Allen, Louise

From: Ballance Ellis, ShelleySent: Tuesday, April 22, 2014 1:17 PMTo: Allen, Louise; Barnes, Britianey; Herrera, Terri; Zechowy, LindaCc: Luehrs, Dawn; Diaz, Monique; Sofia, Bob; Prete, Suzanne; Medina, Esther; O'brien, PatrickSubject: FW: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Attachments: WOF archived Location Contract.doc; WOF - Location Agreement - Caruso Affiliated

REDLINE.DOCX

Here is WOF’s archived Location Contract and a copy of the latest version of the Caruso Affiliated REDLINE. At the risk of being redundant, yesterday Suzanne Prete approved the use of the archived version as long as Risk Management revises and then approves of Caruso’s indemnification language, insurance language and the added Exhibit A (I included this version of the Caruso Affiliated REDLINE for ease of combining by Risk Management … or I’d be happy to do it once Risk Management advises regarding the necessary revisions to Caruso’s indemnification language, insurance language and the added Exhibit A). Please revise and advise. Thank you! Shelley Shelley Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Ballance Ellis, Shelley Sent: Tuesday, April 22, 2014 10:09 AM To: 'Carla Seidel' Cc: Diaz, Monique; Sofia, Bob; Emily Davis Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Carla, Thank you tremendously for your help! The old one with Caruso’s added indemnification language and insurance language/exhibit is preferred. It (the archived version) is attached above for ease of review. We are working on revising that today (to include Caruso’s indemnification language and insurance language/exhibit). … more to come, Shelley Shelley Ballance Ellis ‐ Executive Director, Licensing & Clearance, Quadra Productions, Inc., the producer of "Jeopardy!" and "Wheel of Fortune", 10202 W. Washington Blvd., Culver City, CA 90232 ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

2

From: Carla Seidel [mailto:[email protected]] Sent: Monday, April 21, 2014 6:00 PM To: Ballance Ellis, Shelley Cc: Diaz, Monique; Sofia, Bob; Emily Davis Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th I changed it slightly, so see if this works. Alternatively, if you want to use this old one and add the indemnification language and insurance language/exhibit, that should work, but I’d need to see the actual agreement as the one you sent from 2003 is pretty difficult to read.

From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Monday, April 21, 2014 5:43 PM To: Carla Seidel Cc: Diaz, Monique; Sofia, Bob; Emily Davis Subject: FW: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Carla, Thank you tremendously for taking the time to connect via telephone! We here at WOF will be grateful for your help to get this resolved by tomorrow since the filming is tentatively scheduled to take place on Wednesday. Attached as a pdf are copies of the fully executed Location Agreements for three Caruso properties that Quadra Productions, Inc. recorded footage at in 2003. With your approval perhaps it might be permissible to use this version of this Location Agreement, WOF can basically include Caruso’s insurance requirements and indemnification language (with the understanding that the proposed language is being reviewed internally so there might be a few reasonable revisions proposed). Please let us know if there are additional questions or concerns. … in appreciation! Shelley Shelley Ballance Ellis ‐ Executive Director, Licensing & Clearance, Quadra Productions, Inc., the producer of "Jeopardy!" and "Wheel of Fortune", 10202 W. Washington Blvd., Culver City, CA 90232 ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Emily Davis [mailto:[email protected]] Sent: Monday, April 21, 2014 2:41 PM To: Ballance Ellis, Shelley Cc: Diaz, Monique; Sofia, Bob Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Shelley & Monique, See attached for edits from our legal department. Please let me know if you have any questions. Bob, received your message – will be giving you a ring shortly. Thanks all!

From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Monday, April 21, 2014 11:49 AM To: Emily Davis

3

Cc: Diaz, Monique; Sofia, Bob Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Thank you Emily! We appreciate your help!

From: Emily Davis [mailto:[email protected]] Sent: Monday, April 21, 2014 10:50 AM To: Ballance Ellis, Shelley Cc: Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Shelley, Happy Monday! Just an update, we should have something over to you today, thanks so much!

From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Thursday, April 17, 2014 6:30 PM To: Emily Davis Cc: Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Emily, As requested … Thank you again for the support and assistance! Shelley Shelley Ballance Ellis ‐ Executive Director, Licensing & Clearance, Quadra Productions, Inc., the producer of "Jeopardy!" and "Wheel of Fortune", 10202 W. Washington Blvd., Culver City, CA 90232 ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Emily Davis [mailto:[email protected]] Sent: Thursday, April 17, 2014 6:13 PM To: Ballance Ellis, Shelley; Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Shelley and Monique, Is it possible to have this sent over in word? Please advise – thank you!

From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Wednesday, April 16, 2014 4:29 PM To: Emily Davis; Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Emily, Thank you for clarifying! This helps for sure! We’ll await comments on behalf of Caruso Affiliated Properties before taking any steps to provide the updated Location Agreement that includes Caruso’s insurance requirements. That being said, it will be important for Caruso to please provide the specific language that will need to be included on each certificate of insurance for each Caruso property.

4

… in appreciation! Shelley Shelley Ballance Ellis ‐ Executive Director, Licensing & Clearance, Quadra Productions, Inc., the producer of "Jeopardy!" and "Wheel of Fortune", 10202 W. Washington Blvd., Culver City, CA 90232 ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Emily Davis [mailto:[email protected]] Sent: Wednesday, April 16, 2014 4:12 PM To: Ballance Ellis, Shelley; Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Shelley, That’s a very good question and I apologize, I should have clarified in my original response. The hope is to have WOF provide insurance certificates for filming on each property. For example, see attached a sample for The Grove. Does that help answer your question? Let me know if you have any other questions – thanks so much! Best, Emily

From: Ballance Ellis, Shelley [mailto:[email protected]] Sent: Wednesday, April 16, 2014 4:05 PM To: Emily Davis; Diaz, Monique Subject: RE: Wheel of Fortune ("WOF") HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Emily, This is great! Thank you for your help! WOF is also looking forward to working with Caruso Affiliated Properties again! One question comes to mind, in the 2nd paragraph of the e‐mail below, you mention “I’ll also be sending over sample COI’s for each property as well in case you need for reference” … is that because the hope is for WOF to add a requirement to provide insurance certificates to Caruso? If so, we here at WOF will need to revise the Location Agreement to include the details of the insurance requirements. – or – Is it that Caruso has insurance certificates that it plans to provide to WOF for WOF files? Please advise. Thanks! Shelley Shelley Ballance Ellis ‐ Executive Director, Licensing & Clearance, Quadra Productions, Inc., the producer of "Jeopardy!" and "Wheel of Fortune", 10202 W. Washington Blvd., Culver City, CA 90232 ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Emily Davis [mailto:[email protected]] Sent: Wednesday, April 16, 2014 2:40 PM To: Diaz, Monique

5

Cc: Ballance Ellis, Shelley Subject: RE: Wheel of Fortune HD shoot - Caruso Affiliated Properties - April 23rd and 24th Hi Monique, Nice to e-meet you and Shelley! I’m actually work onsite at The Commons at Calabasas today so I apologize if I haven’t returned any phone calls. This is such wonderful news and we are looking forward to having Wheel of Fortune out to shoot our properties. I’m routing this internally and will get back to you with any questions. In the meantime, please don’t hesitate to contact me with any additional questions your end. I’ll also be sending over sample COI’s for each property as well in case you need for reference. Looking forward to working with you and your team. Best, Emily

____________________________________________ Emily Davis Senior Manager of Public Relations Caruso Affiliated 101 The Grove Drive Los Angeles, CA 90036 Tel: (323) 900-8147 Fax: (323) 900-8101 ____________________________________________ E-mail: [email protected] Web: http://www.carusoaffiliated.com

From: Diaz, Monique [mailto:[email protected]] Sent: Wednesday, April 16, 2014 12:57 PM To: Emily Davis Cc: Ballance Ellis, Shelley Subject: Wheel of Fortune HD shoot - Caruso Affiliated Properties - April 23rd and 24th Oops, I meant April 23rd and 24th…

From: Diaz, Monique Sent: Wednesday, April 16, 2014 12:54 PM To: '[email protected]' Cc: Ballance Ellis, Shelley Subject: Wheel of Fortune HD shoot - Caruso Affiliated Properties - April 23rd and 24th Good Afternoon, Emily! My name is Monique Diaz and I work with Shelley Ellis, here at Wheel of Fortune! As Shelley mentioned on her voicemail message, the producers are seeking permission to film at the following Caruso Affiliated properties on April 23rd and 24th. Americana on Brand – 889 Americana Way, Glendale, CA 91210

6

The Commons – 4799 Commons Way, Calabasas, CA 91302 The Grove – 189 The Grove Drive, Los Angeles, CA 90036 The Lakes – 2200 E. Thousand Oaks Blvd., Thousand Oaks, CA 91362 The Promenade – 140 Promenade Way, Thousand Oaks, CA 91362 The recordings, shot at the Caruso Affiliated properties, would be used in and in connection with one or more episodes of “Wheel of Fortune”, including reruns, in all media worldwide in perpetuity. Please be assured that the use of the aforementioned recordings are intended to convey the beauty, culture, and vitality of the properties and would not be derogatory in any way. Attached for your review is QPI’s standard Location Agreement. If the terms are acceptable, please have the Agreement signed by an authorized representative and return a copy to me via e‐mail or fax at (310) 244‐0060. If you have any questions or need further clarification, please feel free to contact me at (310) 244‐2627. …in appreciation! Monique Monique Diaz Clearance & Licensing The producers of JEOPARDY! & WHEEL OF FORTUNE 10202 West Washington Blvd | Robert Young, 2nd Floor | Culver City, CA 90232 : 310.244.2627 | : 310.244.0060 | : [email protected] ****************************************************************************************** This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies. ******************************************************************************************

LOCATION CONTRACT Permission is hereby granted to Quadra Productions, Inc. ("QPI") to enter, use and by means of film, tape or by any other method, to photograph the property, including the interiors and exteriors of all buildings, improvements, and structures and the contents thereof, located at _______________________________________ (Street Address) (City or Town) Hereinafter referred to as the “Property”, which Property consists of (Description – i.e. private residence, farm, church, shopping mall, etc.) in connection with the production of "Wheel of Fortune". QPI is hereby permitted to bring and utilize thereon personnel, personal property, materials and equipment, including but not limited to props while taping at the Property. QPI has been granted the unlimited right to exhibit any and all scenes photographed or recorded at and of the Property throughout the world in all media, in perpetuity. The undersigned hereby waives all rights of privacy, publicity, or any other rights of a similar nature in connection with the above. The above permission to record at the Property is granted for one day, commencing on or about the ____ day of ________, until completion of all scenes and work required. In full consideration of the above, QPI will pay the undersigned the sum of ($0). QPI agrees to hold the undersigned harmless against any and all liability and loss which the undersigned may incur by reason of the death or injury of any person or damage to or destruction of any property caused by QPI or by any party entering the Property with its authorization. The undersigned warrants that the undersigned has the full right to enter into this agreement and that the consent of no other party is necessary to effectuate the full and complete permission granted herein. ACCEPTED AND AGREED TO: ________________________________ ________________________________ Signature of Authorized Representative Signature for Quadra Productions, Inc Signed by:________________________ Shelley Ballance Ellis ________________________________ Exec. Director, Licensing & Clearance Street Address 10202 W. Washington Blvd. ________________________________ Culver City, CA 90232 City, State, Zip (310)244-3376 ph ________________________________ (310)244-0060 fax Phone/Fax ________________________________ Date ________________________________ Courtesy Credit (Fill in if a credit is required)

lallen

Text Box

WOF Archived Location Agmt

April16,2014

QUADRAPRODUCTIONS,INC. 10202W.WASHINGTONBOULEVARD CULVERCITY,CALIFORNIA90232 PRODUCTIONTITLE:“WHEELOFFORTUNE”

LOCATIONAGREEMENT

CarusoAffiliatedCaruso Property Management, LLC (“Grantor”),inenteringintothis agreement(the“Agreement”)herebygrantsto Quadra Productions,Inc.and itsrepresentatives,employees,contractors,independentproducers,officersand agents,(hereincollectivelyreferredtoas“Producer”)andsuchotherpartiesas itmayauthorizeor designate,permissionto enterupon,use,andbymeansof film,tape,videotapeoranyothermethod,to photographtheproperties,includingthe interiorsandexteriorsof allbuildings,improvements,and structuresthereonandthecontentsthereof,locatedat:

AmericanaonBrand–889 AmericanaWay,Glendale,CA91210 TheCommons–4799CommonsWay,Calabasas,CA91302 TheGrove–189TheGroveDrive,Los Angeles,CA90036 TheLakes– 2200E.ThousandOaksBlvd.,ThousandOaks,CA91362 ThePromenade–140PromenadeWay,ThousandOaks,CA91362

(hereinindividuallyreferredtoasthe“Property”andcollectivelythe“Properties”)inconnectionwiththe productionof scenesfor“Wheelof Fortune”(the“Program”),whichpermissionincludestherighttobring andutilizethereonpersonnel,personalproperty,materials,andequipment,includingbutnotlimitedto propsandtemporarysets;therighttomakementionof the Property;andtheunlimitedrighttoexhibitany andallscenesphotographedorrecordedatandof thePropertythroughouttheworldand in allmedia, nowknownorunknown.Theundersignedherebywaivesanyandallrightsof privacy,publicity,orany otherrightsof asimilarnaturein connectionwiththeabove.

1.Theabovepermissionisgrantedforoneormoredaysasmaybenecessary,commencingonorabout the23rddayofApril,2014,theexactdatetodependontheweatherandshootingschedule,andshall continueuntilcompletionof allscenesandworkrequiredonthePropertyinconnectionwiththeProgram.

2.Producer,itssuccessors,assignsand licenseesshallownallrightsof everykindin andto all videoand soundrecordings,motionpicturesorphotographsmade,recordedand/ordevelopedinandaboutthe Property,in anyandallmedianowknownorhereafterdevisedordiscovered,throughouttheworldin perpetuity,includingthe irrevocablerighttouseanysuchrecordings,motionpicturesorother photographsof thesaidpremisesandProperty,includingthename,logooridentificationof saidProperty, intheadvertising,publicityandpromotion,of theProgram,andProducer’sproductions,withoutfurther paymentorpermissionof anykind.NeitherGrantornoranytenantorotherpartynoworhereafterhaving aninterestinthe Propertyshallhaveanyrightof actionagainstProduceroranyotherpartyarisingoutof anyuseof saidphotographsand/orsoundrecordings,andGrantor,anytenantandanyotherpartynow orhereafterhavingan interestin the Propertyherebywaivesanyandallrightsofprivacy,publicityorany otherrightsof asimilarnaturein connectionwithProducer’sexploitationof anysuchphotographyand/or soundrecordings.

3.Forgoodandvaluableconsideration,receiptofwhichis herebyacknowledged,Grantorentersintothis Agreement.

4.GrantoracknowledgesandunderstandsthatProduceris relyinguponitsconsentandagreement hereincontainedin thepreparation,productionandexhibitionof the Programandthisconsentand acknowledgmentis giventoProducerasaninducementto proceedwithsuchpreparationandproduction ontheProperty.

5.Producershallusereasonablecaretopreventdamageto the PropertyandwillindemnifyGrantorand holdGrantorharmlessagainstanyliabilityand losswhichGrantormayincurbyreasonof thedeathor injuryof anypersonorpersonsorpropertydamageresultingdirectlyfrom anyactof negligenceon Producer’spart

inconnectionwithuseof the Propertyasprovidedhereunder.To the fullest extent permitted by law, Producer assumes all risks and liabilities for and agrees to indemnify and hold harmless Grantor,

Formatted: Justified, Indent: Left: 0", Right: 0", Space After: 10 pt, Line spacing: Multiple1.15 li

lallen

Text Box

Caruso Redline

and its respective subsidiaries, agents, employees, members, managers and officers, from any and all claims, damages, demands, losses, costs, judgments, liabilities and expenses (including, but not limited to attorney’s fees) arising out of or resulting from, or alleged to arise out of or result from, Producer or Producer’s agents’ and/or employees’ performance of the work or provision of the products and services described in this Agreement, including, but not limited to, any such claims, damages, losses and expenses attributable to (1) the filing of any lien or claim for payment; (2) bodily injury, sickness, disease or death, or (3) injury to or destruction of property, including the loss of use resulting therefrom; provided such claims, damages, losses or expenses are caused in whole or in part by any negligent act or omission on the part of Producer, or anyone directly or indirectly employed by Producer or anyone for whose acts Producer may be liable. In any and all claims against Grantor and its respective subsidiaries or any of their agents or employees by an employee of Producer, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation in the amount or type of damages, compensation or benefits payable by or for the Producer or any of Producer’s agents or employees under workers compensation acts, disability benefit acts or other employee benefits. If any legal limitations now or hereafter in effect affect the validity or enforceability of the indemnification obligations specified herein, such legal limitations are made a part of the indemnification obligations to the minimum extent necessary to bring the indemnification into conformity with the requirements of such limitations, and as so modified the indemnification obligations shall continue in full force and effect. The indemnification obligations specified herein shall survive the expiration or termination of this Agreement.

6. Producer shall purchase and maintain, with an insurer or insurers acceptable to Grantor, policies of insurance which will protect Producer and all of its affiliates and additional insureds from claims set forth below which may arise out of or result from Producer's actions or inactions, whether such be by itself or by any agent or employee of Producer or by anyone directly or indirectly employed by any of them, or by anyone of whose acts any of them may be liable. The aforementioned insurance requirements are set forth in Exhibit A.

6.Grantorherebywarrantsthat ithasthefullrightandauthoritytomakeandenterintothisAgreement andtogranttherightssetforthherein;thatthePropertyisnotnowrepresentedbyalocationserviceor anyindividualinconnectionwiththefilmingof motionpicturephotoplaysortelevisionprograms;andthat theconsentof no otherpartyisnecessaryin orderto effectuatethefullandcompletepermissiongranted

herein.Producer represents and warrants that Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory. Producer further warrants that Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the media(s) with respect to materials, elements and services provided by Producer.

7.AfterProducerhascompleteditsworkatthe Property,includingallnecessaryrestoration,ifany, Producershallbedeemedtohavefullyandproperlyvacatedthe Propertyandshallbe relievedof any andallfurther obligations to restore the propertyobligationsinconnectionwiththe PropertyunlessGrantor,withinfive(5)businessdaysafter Producerleavingthe PropertyinformsProducerin writingof anydamagetothe Propertyand/or restorationnotcompletedtoGrantor’ssatisfaction.

8.Therightsandremediesof Grantorin theeventof anybreachbyProducerof thisAgreementshallbe

limitedto Grantor’srightto recoverdamages,ifany,in anactionat law.In noeventshallGrantorbe entitledto terminateorrescindthis Agreementoranyrightgrantedto Producerhereunder,ortoenjoinor restrainorotherwiseimpairin anymannertheproduction,distribution,orexploitationof the Program,or anypartsorelementsthereof,ortheuse,publicationordisseminationof anyadvertising,publicityor

promotioninconnectiontherewith.This Agreement shall be governed by the laws of the State of California (without regard to principles of conflicts of laws), and to the fullest extent permitted by law, Producer hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Agreement.

9. The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives of the parties, who have authority to settle same. If the matter is not resolved by negotiation within 30 days of receipt of a written “invitation to negotiate”, any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the Federal or State court in the State of California, County of Los Angeles, and Producer waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding. Grantor and Producer hereby irrevocably submit to the exclusive jurisdiction of any such court in any suit, action or proceeding.

10. This Agreement constitutes the entire agreement between the parties regarding its subject matter. If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.No party shall be liable to any other for special, indirect, liquidated, or consequential damages relating to this Agreement, whether in contract, tort (including negligence), warranty or otherwise, notwithstanding any indemnity or other provision to the contrary.

9. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party shall be entitled.

9.Producershallhaveno obligationto usethePropertyorincludethe Propertyin the Program.If ProducerelectsnottousethePropertyforfilmingoranyotherpurposepriorto Producerusingthe Property,whichProducershallhavetheabsoluterighttodo,thenthepartiesheretoshallbereleased from anyandallof theirrespectiveobligationshereunder.

10. Anycontroversyorclaimarisingoutof orrelatingtothisAgreement,itsenforcement,arbitrabilityor interpretationshallbesubmittedtofinalandbindingarbitration,to beheldinLosAngeles,County, California,beforeasinglearbitrator,in accordancewithCaliforniaCodeof CivilProcedure§1280etseq.Thearbitratorshallbeselectedbymutualagreementof thepartiesor, ifthepartiescannotagree,thenby strikingfrom alistof arbitratorssuppliedbyJAMS.The arbitrationshallbe aconfidentialproceeding, closedtothegeneralpublic.Thearbitratorshallissueawrittenopinionstatingtheessentialfindingsand conclusionsuponwhichthearbitrator’sawardis based.Thepartieswillshareequallyin paymentof the arbitrator’sfeesandarbitrationexpensesandanyothercostsuniqueto thearbitrationhearing (recognizingthateachsidebearsitsowndeposition,witness,expertandattorneys’feesandother expensesto thesameextentas ifthematterwerebeingheardincourt).Nothinginthisparagraphshall affectProducer’sabilitytoseekfrom acourtinjunctiveorequitablereliefatanytime.

ACCEPTED:GRANTOR ACCEPTED:PRODUCER

Date: Date: _

Signature: Signature: _

SignedBy: (PleasePrint)

Address:

SignedBy: Address:

City,State,Zip: City,State,Zip:

E-mail: E-mail: _

Phone/Fax: Phone/Fax:

EXHIBIT A


Producer shall procure the following required insurance coverages and name the entities listed below as AdditionalInsureds for General Liability coverage as respects this Agreement. Such insurance coverage shall be maintained during the term of this Agreement. Failure to comply with the insurance coverages shall place the Producer in default. All policies of insurance shall be with an insurance company with a current A.M. Best Rating of A-VIII or better. All policies shall contain a minimum 30 days notice of cancellation. Producer shall insure that all sub-Producers and sub-sub-Producers name each entity listed as an Additional Insured on their respective liability policies. Producer shall furnish certificates of insurance prior to the start of the work and provide renewal certificates within 30 days of expiration of the policy. All such certificates must have the “Additional Insured Endorsement” attached to the such certificate (acceptable forms are CG20101185, CG20101093, CG20101001 with CG 20371001, or CG20261185 with CG20371001).Producer shall deliver copies of all policies required hereunder if requested by Grantor or Manager.

Producer’s liability policies shall be primary and non-contributory and shall not call into contribution nor be applied excess to any other insurance available to any of the aforementioned entities.Producer shall require all policies of insurance that are secured and maintained by Producer to include clauses providing that each underwriter shall waive all of its rights of recovery, under subrogation or otherwise against the Grantor and the other Additional Insureds and their respective agents, employees, servants, affiliates and assigns. All general liability insurance coverage required herein or in any other agreement between the parties shall be written on an “Occurrence Basis”.

Grantor and its respective agents, employees or representatives shall not be responsible for obtaining or maintaining in force insurance on construction equipment, tools or personal effects, owned by or rented to or in the care and custody and control of Producer shall the Grantor or Manager and their respective agents, employees, or representatives be responsible for such equipment, tools, or other personal effects.

Producer shall be liable to Grantor and its agents, employees or representatives for the actions of the Producer, and their respective agents, servants and employees for any losses suffered by Grantor, the other Additional Insureds and their respective agents, employees or representatives which would otherwise have been covered by any insurance required hereunder in the event Producer fails to obtain any such insurance or otherwise comply with any of the terms of this exhibit.

Producer shall maintain in full force and effect at all times the following forms of insurance:









Formatted: Number of columns: 1, Forceequal column width


4. Comprehensive Crime/Fidelity Coverage $5,000,000



vehicles which are operated on behalf of Producer pursuant to Producer’s








Formatted: Centered

1

Allen, Louise

From: Ballance Ellis, ShelleySent: Monday, April 21, 2014 8:33 PMTo: Prete, Suzanne; Herrera, Terri; Zechowy, LindaCc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Medina, Esther; Diaz, Monique; Sofia, Bob;

O'brien, PatrickSubject: RE: WOF Caruso Property Management Location Agreement for April 23, 2014 filming -

Privileged Communication - Time Sensitive Advisement Needed

Much appreciated Suzanne! Will do! Thank you! Shelley Shelley Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

From: Prete, Suzanne Sent: Monday, April 21, 2014 5:32 PM To: Ballance Ellis, Shelley; Herrera, Terri; Zechowy, Linda Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Medina, Esther; Diaz, Monique; Sofia, Bob; O'brien, Patrick Subject: RE: WOF Caruso Property Management Location Agreement for April 23, 2014 filming - Privileged Communication - Time Sensitive Advisement Needed I like your idea of using the prior agreed‐upon agreement with updated RM language. See if that will work. 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: Ballance Ellis, Shelley Sent: Monday, April 21, 2014 5:27 PM To: Prete, Suzanne; Herrera, Terri; Zechowy, Linda Cc: Luehrs, Dawn; Allen, Louise; Barnes, Britianey; Medina, Esther; Diaz, Monique; Sofia, Bob; O'brien, Patrick Subject: WOF Caruso Property Management Location Agreement for April 23, 2014 filming - Privileged Communication - Time Sensitive Advisement Needed WOF is tentatively scheduled to record footage, for the WOF monitor wall, on location at five (5) mall properties owned or represented by Caruso Property Management LLC on April 23, 2014. Attached you will find a Word doc that shows the REDLINE provided on behalf of Caruso. Also attached as a pdf are copies of the Location Agreements for three Caruso owned properties that Quadra Productions, Inc. recorded footage at in 2003; we’ve discussed forwarding the previously approved location agreements for review by the Caruso legal contact since there are some deal breakers on this revised version (the note highlighted below refers to this discussion). The notes are: Legal – The numbering on the Agreement is off (it will be fixed before it is forwarded back to Caruso) …

2

You will note that a good portion of the proposed language for Paragraphs 8, and 9 (the 1st Paragraph 9 on the Agreement) is NOT language that Quadra customarily agrees to, plus the proposed deletion of Quadra’s standard language which basically states ‘the rights and remedies of Grantor in the event of a breach by Producer shall be limited to an action at law and no right to enjoin or restrain or otherwise impair the production’ is not acceptable. Paragraphs 6 (the 2nd Paragraph 6 on the Agreement), 8, 9 and the deletion of Paragraph 10 are all subject to Legal review, revision and approval. The Caruso legal contact advised that Caruso always deletes arbitration language. Perhaps Caruso may be willing to agree to the 2003 version of Quadra’s Standard Location Agreement; if so, would it be acceptable for the older version of Quadra’s Location Agreement to be considered for use a Plan B if Risk Management confirms which insurance language would need to be added to that Agreement since WOF will be required to provide insurance certificates/documentation? Risk Management (RM) – As noted above, the numbering on the Agreement is off; please also review the highlighted language above. You’ll note that I started revising Paragraph 5 but because I realize there is a limited time frame [and since Caruso’s proposed revisions are quite cumbersome from my perspective] I figured it is best for RM to review and advise since Paragraph 5, 6 (the 1st Paragraph 6 on the Agreement), 7, and Exhibit A are subject to RM review, revision and approval. Please advise. Thanks! Shelley Shelley Ballance Ellis ‐ 310‐244‐3376 ph / 310‐244‐0060 fax ***This electronic message transmission contains information from Quadra Productions, Inc. which may be confidential or privileged. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this information is strictly prohibited. If you have received this electronic transmission in error, please notify sender immediately and delete all copies.***

lallen

Text Box

Previously Executed Agmts with Caruso from 2003

April 16, 2014

QUADRA PRODUCTIONS, INC. 10202 W. WASHINGTON BOULEVARD CULVER CITY, CALIFORNIA 90232 PRODUCTION TITLE: “WHEEL OF FORTUNE”

LOCATION AGREEMENT

Caruso AffiliatedCaruso Property Management, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Quadra Productions, Inc. and its representatives, employees, contractors, independent producers, officers and agents, (herein collectively referred to as “Producer”) and such other parties as it may authorize or designate, permission to enter upon, use, and by means of film, tape, videotape or any other method, to photograph the properties, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at:

Americana on at Brand – 889 Americana Way, Glendale, CA 91210 The Commons at Calabasas – 4799 Commons Way, Calabasas, CA 91302 The Grove – 189 The Grove Drive, Los Angeles, CA 90036 The Lakes at Thousand Oaks– 2200 E. Thousand Oaks Blvd., Thousand Oaks, CA 91362 The Promenade at Westlake– 140 Promenade Way, Thousand Oaks, CA 91362

(herein individually referred to as the “Property” and collectively the “Properties”) in connection with the production of scenes for “Wheel of Fortune” (the “Program”), which permission includes the right to bring and utilize thereon personnel, personal property, materials, and equipment, including but not limited to props and temporary sets; the right to make mention of the Property; and the unlimited right to exhibit any and all scenes photographed or recorded at and of the Property throughout the world and in all media, now known or unknown. The undersigned hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the above.

1. The above permission is granted for one or more days as may be necessary, commencing on or about the 23rd day of April, 2014, the exact date to depend on the weather and shooting schedule, and shall continue until completion of all scenes and work required on the Property in connection with the Program.

2. Producer, its successors, assigns and licensees shall own all rights of every kind in and to all video and sound recordings, motion pictures or photographs made, recorded and/or developed in and about the Property, in any and all media now known or hereafter devised or discovered, throughout the world in perpetuity, including the irrevocable right to use any such recordings, motion pictures or other photographs of the said premises and Property, including the name, logo or identification of said Property, in the advertising, publicity and promotion, of the Program, and Producer’s productions, without further payment or permission of any kind. Neither Grantor nor any tenant or other party now or hereafter having an interest in the Property shall have any right of action against Producer or any other party arising out of any use of said photographs and/or sound recordings, and Grantor, any tenant and any other party now or hereafter having an interest in the Property hereby waives any and all rights of privacy, publicity or any other rights of a similar nature in connection with Producer’s exploitation of any such photography and/or sound recordings.

3. For good and valuable consideration, receipt of which is hereby acknowledged, Grantor enters into this Agreement.

4. Grantor acknowledges and understands that Producer is relying upon its consent and agreement herein contained in the preparation, production and exhibition of the Program and this consent and acknowledgment is given to Producer as an inducement to proceed with such preparation and production on the Property.

5. Producer shall use reasonable care to prevent damage to the Property and will indemnify Grantor and hold Grantor harmless against any liability and loss which Grantor may incur by reason of the death or injury of any person or persons or property damage resulting directly from any act of negligence on Producer’s part

in connection with use of the Property as provided hereunder. To the fullest extent permitted by law, except if due to the negligence or willful misconduct of the Indemnitees, Producer assumes all

Formatted: Justified, Indent: Left: 0", Right: 0", Space After: 10 pt, Line spacing: Multiple1.15 li

lallen

Text Box

Partially Revised New Agmt from Caruso

risks and liabilities for and agrees to indemnify and hold harmless Grantor, and its respective subsidiaries, agents, employees, members, managers and officers (the “Indemnitees”), from any and all claims, damages, demands, losses, costs, judgments, liabilities and expenses (including, but not limited to reasonable outside attorney’s’ fees) arising out of or resulting from, or alleged to arise out of or result from, Producer or Producer’s agents’ and/or employees’ performance of the work or provision of the products and services described in this Agreement, including, but not limited to, any such claims, damages, losses and expenses attributable to (1) the filing of any lien or claim for payment; (2) bodily injury, sickness, disease or death, or (3) injury to or destruction of property, including the loss of use resulting therefrom; provided such claims, damages, losses or expenses are caused in whole or in part by any negligent act or omission on the part of Producer, or anyone directly or indirectly employed by Producer or anyone for whose acts Producer may be liable. In any and all claims against Grantor and its respective subsidiaries or any of their agents or employees by an employee of Producer, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation in the amount or type of damages, compensation or benefits payable by or for the Producer or any of Producer’s agents or employees under workers compensation acts, disability benefit acts or other employee benefits. If any legal limitations now or hereafter in effect affect the validity or enforceability of the indemnification obligations specified herein, such legal limitations are made a part of the indemnification obligations to the minimum extent necessary to bring the indemnification into conformity with the requirements of such limitations, and as so modified the indemnification obligations shall continue in full force and effect. The indemnification obligations specified herein shall survive the expiration or termination of this Agreement.

6. Producer shall purchase and maintain, with an insurer or insurers acceptable to Grantor, policies of insurance which will protect Producer and all of its affiliates and additional insureds from claims set forth below which may arise out of or result from Producer's actions or inactions, whether such be by itself or by any agent or employee of Producer or by anyone directly or indirectly employed by any of them, or by anyone of whose acts any of them may be liable. The aforementioned insurance requirements are set forth in Exhibit A.

6. Grantor hereby warrants that it has the full right and authority to make and enter into this Agreement and to grant the rights set forth herein; that the Property is not now represented by a location service or any individual in connection with the filming of motion picture photoplays or television programs; and that the consent of no other party is necessary in order to effectuate the full and complete permission granted

herein. Producer represents and warrants that Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory. Producer further warrants that Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the media(s) with respect to materials, elements and services provided by Producer.

7. After Producer has completed its work at the Property, including all necessary restoration, if any, Producer shall be deemed to have fully and properly vacated the Property and shall be relieved of any and all further obligations to restore the propertyobligations in connection with the Property unless Grantor, within five (5) business days after Producer leaving the Property informs Producer in writing of any damage to the Property and/or restoration not completed to Grantor’s satisfaction.

8. The rights and remedies of Grantor in the event of any breach by Producer of this Agreement

shall be limited to Grantor’s right to recover damages, if any, in an action at law. In no event shall Grantor be entitled to terminate or rescind this Agreement or any right granted to Producer hereunder, or to enjoin or restrain or otherwise impair in any manner the production, distribution, or exploitation of the Program, or any parts or elements thereof, or the use, publication or dissemination of any advertising, publicity or promotion

in connection therewith. This Agreement shall be governed by the laws of the State of California (without regard to principles of conflicts of laws), and to the fullest extent permitted by law, Producer hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Agreement. Any legal suit, action or proceeding against Grantor arising out of or relating to this Agreement shall be instituted in the Federal or State court in the State of California, County of Los Angeles, and Producer waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding. Grantor and Producer hereby irrevocably submit to the exclusive jurisdiction of any such court in any suit, action or proceeding. This Agreement constitutes the entire agreement between the parties regarding its subject matter. If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. No party shall be liable to any other for special, indirect, liquidated, or consequential damages relating to this Agreement, whether in contract, tort (including negligence), warranty or otherwise, notwithstanding any indemnity or other provision to the contrary. Producer, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in any action brought with respect to this Agreement or any of the transactions contemplated by this Agreement or any course of conduct, dealing, statements (whether oral or written) or actions of any party to this Agreement. Producer shall not seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

9. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party shall be entitled.

9. Producer shall have no obligation to use the Property or include the Property in the Program. If Producer elects not to use the Property for filming or any other purpose prior to Producer using the Property, which Producer shall have the absolute right to do, then the parties hereto shall be released from any and all of their respective obligations hereunder.

10. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles, County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect Producer’s ability to seek from a court injunctive or equitable relief at any time.

ACCEPTED: GRANTOR ACCEPTED: PRODUCER

Date: Date: _

Signature: Signature: _

Signed By: (Please Print)

Address:

Signed By: Address:

City, State, Zip: City, State, Zip:

E-mail: E-mail: _

Phone/Fax: Phone/Fax:

EXHIBIT A


Producer shall procure the following required insurance coverages and name the entities listed below as Additional Insureds for General Liability coverage as respects this Agreement. Such insurance coverage shall be maintained during the term of this Agreement. Failure to comply with the insurance coverages shall place the Producer in default. All policies of insurance shall be with an insurance company with a current A.M. Best Rating of A-VIII or better. All policies shall contain a minimum 30 days notice of cancellation. Producer shall insure that all sub-Producers and sub-sub-Producers name each entity listed as an Additional Insured on their respective liability policies. Producer shall furnish certificates of insurance prior to the start of the work and provide renewal certificates within 30 days of expiration of the policy. All such certificates must have the “Additional Insured Endorsement” attached to the such certificate (acceptable forms are CG20101185, CG20101093, CG20101001 with CG 20371001, or CG20261185 with CG20371001). Producer shall deliver copies of all policies required hereunder if requested by Grantor or Manager.

Producer’s liability policies shall be primary and non-contributory and shall not call into contribution nor be applied excess to any other insurance available to any of the aforementioned entities. Producer shall require all policies of insurance that are secured and maintained by Producer to include clauses providing that each underwriter shall waive all of its rights of recovery, under subrogation or otherwise against the Grantor and the other Additional Insureds and their respective agents, employees, servants, affiliates and assigns. All general liability insurance coverage required herein or in any other agreement between the parties shall be written on an “Occurrence Basis”.

Grantor and its respective agents, employees or representatives shall not be responsible for obtaining or maintaining in force insurance on construction equipment, tools or personal effects, owned by or rented to or in the care and custody and control of Producer shall the Grantor or Manager and their respective agents, employees, or representatives be responsible for such equipment, tools, or other personal effects.

Producer shall be liable to Grantor and its agents, employees or representatives for the actions of the Producer, and their respective agents, servants and employees for any losses suffered by Grantor, the other Additional Insureds and their respective agents, employees or representatives which would otherwise have been covered by any insurance required hereunder in the event Producer fails to obtain any such insurance or otherwise comply with any of the terms of this exhibit.

Producer shall maintain in full force and effect at all times the following forms of insurance:









Formatted: Number of columns: 1, Forceequal column width


4. Comprehensive Crime/Fidelity Coverage $5,000,000



vehicles which are operated on behalf of Producer pursuant to Producer’s








Americana at Brand, LLC

The Commons at Calabasas, LLC

GFM, LLC d/b/a The Grove, LLC

The Lakes at Thousand Oaks, LLC

Caruso Management Company, LLC

Formatted: Centered

Formatted: Centered

Formatted: Centered

Formatted: Centered

Formatted: Centered

Documents

CERTIFICATE OF LIABILITY INSURANCE › sony › docs › 03_03 › RISKMGMT... · commons at calabasas, llc, gfm, llc d/b/a the grove, llc, the lakes at thousand oaks, llc, caruso