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4 <br />13.Insurance. Producer will obtain and keep in force during production of the Series with EPD a policy of commercial <br />general liability insurance naming EPD as an additional insured entity in a minimum amount of $1,000,000 and <br />provide proof thereof to EPD prior to the commencement of production. <br />14.Indemnification. Except as arising out of or in connection with EPD’s negligence or willful misconduct, Producer <br />agrees to defend, indemnify and hold harmless the EPD and the City of Everett, its officers, agents, employees and <br />administrators from and against any and all third party liabilities, third party claims, costs, damages, losses, or <br />judgments arising out of or in connection with the development, production, distribution, or other exploitation or <br />the Series. EPD agrees that Producer shall have the sole right to control the legal defense against any claims, <br />demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, <br />demands or litigation. Notwithstanding the foregoing, no such compromise, settlement or other agreement shall be <br />finalized, entered into or effective without the prior written consent of EPD, if such compromise, settlement or <br />other agreement includes an admission of liability on behalf of or by the EPD. <br />15.Governing Law and Venue. This Agreement and any claim or dispute relating in any way to the activities under <br />this Agreement, shall be governed by and construed in accordance with the substantive laws of the State of <br />Washington, without regard to the conflict of law provisions thereof. Venue for any action or suit arising under or <br />relative to this Agreement or brought to interpret or enforce this Agreement shall lie exclusively in the appropriate <br />state or federal court situated in Snohomish County, Washington and the parties submit to the in personam <br />jurisdiction thereof and waive any objections they may have as to jurisdiction or venue in any such courts. <br />16.Notice. Any notices or communications required or permitted to be given pursuant to this Agreement shall be in <br />writing and shall be deemed delivered by one party to another party when personally delivered to them or placed <br />in a depository under the control of the United States Postal Service and mailed by certified or registered mail, <br />return receipt requested, postage prepaid, addressed to: <br />If to EPD: <br />Everett Police Department <br />3002 Wetmore Ave <br />Everett, Washington, 98201 <br />Attn: Chief John DeRousse <br />If to Producer: <br />Half Moon Pictures, LLC <br />c/o 101 Hudson St, 40th Floor <br />Jersey City, NJ 07302 <br />Attention: Rocky Bronzino <br />With a courtesy copy to: <br />Del Shaw Moonves Tanaka Finkelstein Lezcano Bobb & Dang <br />2029 Century Park East, Suite 1750 <br />Los Angeles, CA 90067 <br />Attn: Half Moon Pictures <br />17.Miscellaneous. Each of the individuals signing this Agreement below represents that such individual is empowered <br />to execute this Agreement on behalf of the party for which such individual is acting. Producer may assign its rights <br />under this Agreement in whole or in part to any person, firm, or corporation related to the production, distribution