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N-2010-025
<br />LOCATION AGREEMENT
<br />The undersigned ("Owner"), for good and valuable consideration, the receipt and sufficiency of which is hereby
<br />acknowledged, hereby grants to High Noon Productions, LLC and its designees, licensees and assignees including
<br />without limitation Television Food Network, G.P., (collectively, "Producer"), the right to enter the property located at:
<br />Santa Ana Zoo at Prentice Park, 1801 E. Chestnut Street, Santa Ana, California (the "Premises"), for the purposes of
<br />photographing and filming events on the Premises in connection with Producer's television project currently entitled
<br />"Unwrapped" (the "Program").
<br />1. Producer shall have the right to photograph, film, record and use any signs and logos located on the Premises in
<br />connection with or as part of the Program and to use all of the photographs, films and recordings made on the Premises
<br />(collectively "Recordings") in and in connection with the Program, any network telecasting or otherwise exhibiting the
<br />Program ("Network") and/or for promotional purposes in connection with the Network and/or the Program in any and all
<br />media, now known and/or hereafter devised throughout the world in perpetuity. Owner shall have no rights of review or
<br />approval regarding the Program or the exercise of any of Producer's rights hereunder and Producer shall have the right to
<br />edit or delete the Recordings, juxtapose any part of the Recordings with any other materials, change the sequence of
<br />events or of any other aspect of the Recordings, and make any other changes in the Recordings as Producer chooses.
<br />2. Producer may enter the Premises on or about $ : ~(~ ~~ and may remain on the Premises for a
<br />period of approximately Face e. (~) hours. There shall be no rental fee for the use of the Premises.
<br />3. Producer will not cause any damage to the Premises and will indemnify, defend and hold Owner harmless from and
<br />against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys' fees) and
<br />expenses arising in connection with (a) any breach or alleged breach by Producer of this Location Agreement or of any of
<br />Producer's representations or warranties contained herein; or (b) the actions of Producer or of Producer's agents and
<br />employees in connection with Producer's use of the Premises.
<br />4. [n addition to the Producer's covenant to indemnify and hold harmless Owner, Producer shall obtain and furnish to
<br />Owner, a policy of general public liability insurance, commercial general liability insuring Producer for all activities on
<br />the Premises. The policies shall indemnify Producer and Owner, their officers, agents and employees against any and all
<br />claims arising out of or in connection with this Agreement and shall provide coverage in not less than combined single
<br />limit bodily injury, personal injury and property damage, liability, of $1,000,000 per occurrence. The policy shall also
<br />name Owner, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any
<br />insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that Producer's
<br />insurance shall be primary. No cancellation provision in any insurance policy shall be construed in derogation of the
<br />continuous duty of Producer to furnish insurance during the term of this Agreement.
<br />Prior to execution of this Agreement, Producer shall furnish to Owner certificates of insurance and additional insured
<br />endorsements to each of Producer's insurance policies, subject to approval of the City Attorney, evidencing the foregoing
<br />insurance coverages as required by this Agreement; these certificates shall: provide the name and policy number of each
<br />carrier and policy; shall state that the policy is currently in force; and shall promise to provide that such policies will not
<br />be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice
<br />of Owner.
<br />5. All rights to all Recordings made hereunder (including without limitation all copyrights and extensions and renewals
<br />thereot) shall be owned by Producer and its licensees, successors, and assigns. Neither Producer nor its licensees,
<br />successors or assigns will be obligated to make any actual use of any photography, recordings, depictions, or other
<br />reference(s) to the premises hereunder in the Program.
<br />6. Owner represents and warrants that Owner is fully authorized to enter into this Location Agreement, that Owner has
<br />the right to grant Producer the right to use the Premises and each and all of the rights granted herein, and that no further
<br />permission or consent of any other person or entity is necessary for Owner to grant Producer the rights granted herein.
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