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TCI Cablevision of California, Inc.
z Television Production Facility
Production Services A regiment
�ry
THIS AGREEMENT is made and entered into as of August s
1997, by and between TCI Cablevision of California, Inc. he
l { reafter TCI) and
The City of Redlands, California.
TCI owns and operates a cable television system in Redlands, California.
TCI has established a television studio in the City of Redland
Production of local cable television programming, community service and
client service video production.
IN CONSIDERATION of the mutual convernants contained herein, TCI and
the City of Redlands agree as follows:
1. Term. The term of this Agreement shall be for one year and shall commence
on August 12, 1997.
2. Fee and Payment. For the use of TCI video production services, the City of
Redlands agrees to pay TCI Cablevision the sum of$19,245.00 payable as
a deposit, which is equal to fifty percent of the production costs, before
August 16, 1997 with the balance of payment due within 14 days after
completion of each video project as provided in the attached Proposal (see
Exhibit 1).
3. Faster Tapes. Upon receipt of payment in full by the City of Redlands to
TCI, master tapes of the finished production will be released to the City of
Redlands. As a courtesy, TCI shall provide a VHS viewing copy of the
finished production before final payment is due.
4. Indemnification. The City of Redlands shall defend, indemnify and hold TCI
its affiliates and their respective officers, directors, shareholders, employees
and agents harmless from and against any and all claims, losses, costs and
expenses (including reasonable attorney's fees) arising from and in any
manner related to this agreement, breach of this agreement, any acts or
omissions: Its employees, contractors, agents, or invitees or the content of
any material contained in the production, including and with limitation any
claim or cause of action for slander, libel; commercial disparagement or
unfair trade practices, defamation of character, infringement of privacy or
Publicity rights, copyright, musical performing rights, or any other liters
dramatic or contractual rights. rY=
Page 2
5. Damage to Studio or Property. The City of Redlands shall be responsible for
any and all costs and expenses incurred by TCI arising from damage to TCI's
equipment, property or other property such as equipment rented for the
purpose of this production, caused by the negligence or willful misconduct of
any employee, agent, contractor or invitee of the City of Redlands.
6. Insurance. During the term of this agreement, the City of Redlands shall
maintain at its own expense comprehensive general liability and property
damage insurance with limits Of$1,000,000 with respect to injury or death to
any one person and $3,000,000 combined single limit and shall name TCI
Cablevision of California, Inc., its affiliates and their respective officers,
directors, employees, shareholders and agents as additional insured and
shall contain an endorsement to the effect that the insurance provided
thereby is primary and not contributing to or in excess of any such insurance
maintained by TCI or any of its affiliates for the benefit of any of them. A
certificate of insurance in form and substance satisfactory to TCI evidencing
the existence of the insurance required under the provisions of this
paragraph must be delivered to TCI, attention Stan McKinzie, General
Manager, at 1722 Orange Tree Lane, Redlands, California, before August
16, 1097.
7. Deadline for completion. TCI and the City of Redlands shall make every good
faith effort to complete the proposed production by the estimated timeline as
provided in the attached Proposal (see Exhibit 1). However, TCI cannot be
held responsible for delays caused by scheduling conflicts of on-camera
talent, participants, location use, acts of God, equipment failure, contractors
or additional production requested by the City of Redlands beyond the
production set forth in the Proposal (see Exhibit 1).
& Miscellaneous Provisions.
(a) Waiver. The waiver by either party of a breach or violation of any
provision of this agreement shall not operate or be construed as a waiver
of any subsequent breach or violation.
(b) Integration. This writing, including the Proposal, represents the entire
agreement and understanding of the parties with respect to the subject
matter hereof. it may not be altered or amended except by an agreement
in writing signed by both parties,
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9, Severability. If any part of any provision of this agreement is invalid or
unenforceable under applicable law, the provision shall be ineffective only to
the extent of such invalidity and unenforceability without in any way affecting
the remaining parts of the provision or this agreement.
10. Failure to Perform. In the event TCI is unable to provide the video
production, for any reason, TCI will refund to the City of Redlands, all
deposits the City of Redlands has paid as of the date such video production
ceases. In no event shall TCI be liable for any damages or claims for a
failure to complete video production.
IN WITNESS WHEREOF, and intending to be legally bound by the terms,
the parties have hereto executed this Agreement as of the date first above
written.
TCI CABLEVISION OF CALIFORNIA, INC.
A
Rebecca Huston
Television Production Manager
CITY OF REDLANDS
Mayor
ATTEST:
Cit Jerk