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ED Lease Rice Dr to Paramount PicturesNON -FILMED LOCATION SUPPORT SERVICES AGREEMENT This agreement ("Agreement") is entered into effective as of August 16, 2016 by and between the City of San Rafael, a municipal corporation ("City") whose address is: 1400 Fifth Avenue, P.O. Box 151560, San Rafael, CA 94915 and Paramount Pictures Corporation ("Company"), whose address is: 5555 Melrose Avenue, Los Angeles, California 90038, Attn: Television Legal, in connection with the television production currently entitled "THIRTEEN REASONS WHY" (the "Production"), and shall become effective as of the above date. 1. Rights Granted: City hereby grants to Company, its employees, agents, contractors and suppliers, and such other parties as it may authorize or designate, the right to enter and use the City's vacant land (AP No. 013-041-44) located near the intersection of Francisco Boulevard West and Rice Drive in San Rafael (the "Property") in connection with the Production for the purpose of base camp and parking vehicles thereon, and the right to bring and utilize thereon personnel, personal property, material and equipment in connection with the Production, with access to and from the Property available through the existing access on the neighboring property (AP No. 013- 041-54), provided that written permission for such access is first obtained by Company from the owner of such property, (Bacci Family LTD Partnership), all at the sole risk of Company and Company's employees, and not at the risk of City. Company acknowledges that a condition precedent to this Agreement becoming effective is the City's approval of a temporary use permit for Company's use of the Bacci Family LTD Partnership property and City's Property for the purposes described herein. 2. Term: Access to the Property is granted to Company for the period commencing on the date Company obtains an administrative use permit from the City for use of the Property for the purposes described in Paragraph 1 and ending on December 31, 2016 (the "Term"), provided, however, that Company may terminate this Agreement without penalty upon 30 days written notice to City at its address listed herein. 3. Location Fee: In full consideration for use of the Property, Company will pay to City One Thousand Dollars ($1,000.00) per month for the Term of this Agreement (the "Location Fee"). Unless the parties agree otherwise in writing, the Location Fee will be payable upon issuance of the administrative use permit for Company's use of the Property, provided that in the event Company terminates this Agreement prior to expiration of the Term, any unacrrued sums previously paid to City shall be returned to Company (pro -rated monthly). City acknowledges and confirms that the Location Fee constitutes adequate and sufficient consideration for all rights granted herein, and for any inconvenience that may be caused by Company's filming of a television production on and around the Property and surrounding area. 4. Use and Repairs: Company agrees to leave the Property in as good order as when received by Company, reasonable wear and tear excepted. City shall submit a written list notifying Company of all claimed damage to the Property within three (3) business days following the date that Company vacates the Property, and City shall permit Company to inspect the alleged damage, if any. Provided that Company timely receives a written list of claimed damage and is afforded an opportunity to inspect same, Company shall reimburse City for the actual and verifiable costs to repair any actual and verifiable damage to the Property directly caused by Company's use thereof, provided, however, that Company shall not be obligated to pay the cost of repair of any damage to the Property caused by City. 5. Citv Representations and Warranties: City represents and warrants that City is the owner (or the authorized agent of the owner) of the Property and has the full right and authority to enter into this Agreement, and that the consent of no other party is necessary to effectuate the full and Page 1 of 4 City of San Rafael—NON-FILMED LOCATION AGREEMENT—THIRTEEN REASONS WHY final cln_aa.docx complete permissions and grant of rights made by City herein, except for the permission to access the Property through the neighboring property as described in Paragraph 1 above. 6. Companv Insurance: A. Scope of Coverage. During the term of this Agreement, Company shall maintain, at no expense to City, the following insurance policies: (1) A commercial general liability insurance policy in the minimum amount of One Million Dollars ($1,000,000) per occurrence/Two Million Dollars ($2,000,000) aggregate for death, bodily injury, personal injury, or property damage. (2) An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of One Million Dollars ($1,000,000) per occurrence, including broadened pollution liability endorsement (Form MCS -90 and 99 48 10 13) of up to Five Million Dollars ($5,000,000). (3) If it employs any person, Company shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both Company and City against all liability for injuries to Company's officers and employees. Company's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against City. B. Other Insurance Requirements. The insurance coverage required of the Company in subparagraph A of this section above shall also meet the following requirements: (1) The commercial general liability insurance policy, and the automobile liability policy (if any) shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers as additional insureds under the policies. (2) The additional insured coverage under the commercial general liability insurance policy, and the automobile liability policy (if any), shall be primary with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The "primary and non- contributory" coverage in Company's policies shall be at least as broad as ISO form CG20 01 0413. (3) The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate, or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days' written notice to the City.. (4) If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five (5) years. (5) If the insurance is written on a Claims Made Form, then the insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. Page 2 of 4 City of San Rafael—NON-FILMED LOCATION AGREEMENT—THIRTEEN REASONS WHY final cln_aa.docx (6) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured—whichever is greater. C. Deductibles and SIRs. Any deductibles or self-insured retentions in Company's insurance policies must be declared to and approved by the City and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self- insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Company shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorneys' fees, and defense expenses. D. Proof of Insurance. Company shall provide City with all of the following: (a) Certificate(s) of Insurance evidencing the insurance coverage required in this Agreement; (b) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and for the automobile liability policy (if any); and (c) excerpts of policy language or specific endorsements evidencing the scope of coverage and any exclusions under the automobile liability policy, and other insurance requirements set forth in this Agreement. The insurance shall be approved as to form and sufficiency by the City's attorney. 7. Indemnification: A. Company shall, to the fullest extent permitted by law, indemnify, release, defend, and hold harmless City, its officers, agents, employees, and volunteers (collectively, the "City Indemnitees") from and against any claim, demand, suit, judgment, loss, liability, or expense of any kind, including, but not limited to, reasonable outside attorneys' fees, expert fees, and all other reasonable costs and fees of litigation (collectively "Claims"), arising out of Company's use of the Property or its performance of or operations under this Agreement, except to the extent arising out of the sole negligence or willful misconduct of City Indemnitees. In the event the City Indemnitees are made a party to any litigation arising from Company's use of the Property or performance of or operations under this Agreement, Company shall upon notice provide a defense to the City Indemnitees, provided that City Indemnitees cooperate with Company's reasonable instructions regarding such defense. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 8. Remedies: In the event of a breach of this Agreement by Company, City shall not have the right to seek to enjoin, restrain or otherwise interfere with the production, distribution, exhibition or other exploitation of the Production, or the merchandising, advertising or publicity in connection therewith. 9. Business License/Other Taxes: Company shall obtain and maintain during the duration of this Agreement, a City business license as required by the San Rafael Municipal Code. Company is advised that its use of the Property under this Agreement may create a possessory interest or Page 3 of 4 City of San Rafael—NON-FILMED LOCATION AGREEMENT—THIRTEEN REASONS WHY—final cln_aa.docx some other interest subject to taxes or assessments. Company understands and agrees that it shall be responsible for payment of any applicable taxes or assessments. 10. COMPLIANCE WITH ALL LAWS. Company shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in Company's use of City's Property under this Agreement. Company shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, and fines from any noncompliance or violation of any laws, ordinances, codes or regulations in Company's use of the Property under this Agreement, except for those arising out of the negligence or willful misconduct of City. 10. Restriction on Waste. Nuisance and Hazards. Company shall not allow any waste, nuisance or hazard to occur or exist on the Property. 11. Assianment and Transfer. Company shall not voluntarily assign, encumber or transfer its interest under this Agreement to any third party without the prior written consent of the City, unless such assignment is to a parent, subsidiary, related or affiliated company. 12. Attornevs' Fees and Costs. If either party commences litigation against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable outside attorney's fees and costs of suit. 13. APPLICABLE LAW: THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS OF THIS NATURE, AND CITY HEREBY CONSENTS TO THE JURISDICTION OF SAID STATE. 14. Complete Understandina.: This Agreement contains the full and complete understanding between the parties and supersedes all prior agreements and understandings regarding the subject matter hereof and cannot be modified except by a writing signed by the parties. This Agreement shall serve to confirm that no representative of City, nor anyone acting on City's behalf, has given, is planning to give or agreed to give anything of value to any employee of Company, any member of the production staff or crew or anyone in any way associated with the Production, in exchange for the use of the Property as provided for hereunder. This Agreement may be signed in counterparts and transmitted via electronic mail and such electronic signature counterparts taken together shall constitute an original binding agreement. AGREED AND ACCEPTED: COMPANY: Sign. Nlx—� Print: All i Ga Title: :HCUtIve Viuw Irl e51de'I it CITY: Sign: Print: Schutz Title: City Manaqer, City of San Rafael ATTEST: As ea X C - Q ---e4 /Z." Esther C. Beirne, City Clerk ivmvA us tD Ibmn- t If Page 4 of 4 � � t/lS ei-t C 1ttt0 7 City of San Rafael -NON -FILMED LOCATION AGREEMENT -THIRTEEN REASONS WHY -final cin_aa.docx J . \ } s fCity/Agency Prope013-041-44 (no access from street) SMART Property W Leased to Robin Bacci Parking �- Y V Lot Access