Allen, Louise · 1 Allen, Louise From: Elissa Kannon [[email protected]] Sent: Wednesday,...

1

Allen, Louise

From: Elissa Kannon [[email protected]]Sent: Wednesday, August 07, 2013 2:46 PMTo: Jones, RuthCc: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Christian Diaz de Bedoya;

Jimmy HapsasSubject: Re: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night

Shift

Christian Sent from my iPhone On Aug 7, 2013, at 12:23 PM, "Jones, Ruth" <[email protected]> wrote:

Hi, Elissa—Who will be providing info/confirmation re: security and tax comments in section 3?

From: Elissa Kannon [mailto:[email protected]] Sent: Wednesday, August 07, 2013 11:11 AM To: Jones, Ruth Subject: Re: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift thanks!

On Wed, Aug 7, 2013 at 11:08 AM, Jones, Ruth <[email protected]> wrote:

Please see attached. Please also note that in Section 3 we are now being required to pay the NM Gross Receipts Tax, which is an addition to this round of comments. Please confirm that we agreed to this new obligation.

From: Elissa Kannon [mailto:[email protected]] Sent: Wednesday, August 07, 2013 10:27 AM

To: Allen, Louise Cc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya; Jimmy Hapsas Subject: Re: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift

Hey, Ruth-

lallen

Pencil

“NIGHT SHIFT”: Location Agreement 1

WOODRIDGE PRODUCTIONS, INC. c/o Albuquerque Studios

5650 University Boulevard, Building B, Second Floor Albuquerque, NM 87106

505.227.2700 PRODUCTION TITLE: “NIGHT SHIFT” DATE: July 18, 2013

LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, known as the Gibson Medical Center (the “Property”), in the locations set forth on Exhibit B, in connection with the production of scenes for the above-referenced television program (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 Grantor-approved cosmetic changes to the Property which Producer will restore to its original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Program; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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. Grantor, for itself only and not for any tenant in the Property, hereby waives any and all rights of privacy, publicity, defamation, or any other rights of a similar nature in connection with the above. NOTE: PLEASE GET EXHIBIT C DELETED; IF DONE, THEN NEXT SENTENCE CAN BE DELETED: Producer shall, to the extent applicable to a television production, comply with the Rules and Regulations attached hereto as Exhibit C (wherein Grantor, Producer and Property are referred to respectively as “Landlord”, “Tenant” and “Building”) in the same manner as a tenant. 1. The above permission is granted for one or more days as may be necessary, commencing on or about the 29th day of July, 2013, the exact date to depend on the weather and shooting schedule, and shall continue until completion of all scenes and work required on

Formatted: Justified

Formatted: Justified, Indent: Left: 0", Firstline: 0"


the Property in connection with the Program but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis. 1.a. Season 1 Option: Grantor does hereby grant to Producer an option to extend the Guaranteed Period for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates and locations within the Property to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the Program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates and locations within the Property to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor understands that Producer wishes to have an option to use the Property in successive seasons. Grantor will consider granting to Producer the right to use the Property including all rights as stated above, in successive seasons after taking into consideration the availability of unrented areas in the Property suitable for Producer’s activities. The exact dates of any extension will be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for each succeeding season’s pick-up if Producer decides to extend this Agreement to said successive season. Grantor shall notify Producer within ten (10) business days after Grantor’s receipt of Producer’s notice if Grantor shall grant to Producer the right to use the Property. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 not have any right of action against Producer or any other party arising out of any use of said photographs and/or recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, and Grantor, for itself only and not for any tenant 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 recordings. 3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums (including for any and all options if exercised) which include fees for gas, electricity and Property, Grantor -provided security, (to be provided twenty -four (24) hours a day, seven (7) days a week) and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised (plus New Mexico Gross Receipts Tax): Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day When Producer’s base camp is operating on the Property, Producer shall pay to Grantor an additional 18.75 per hour for each of two (2) security guards, to be hired by Grantor from a company chosen by Grantor, to protect the property of employees, patients and visitors at the Property. 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. Grantor shall provide twenty-four- (24-) hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor., except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the protection of its vehicles and equipment placed on the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. Producer shall conduct its activities on, in and around the Property with due regard for the peaceful and quiet enjoyment of tenants in the Property. Neither Producer nor Producer’s




Formatted: Highlight









invitees shall interfere with or obstruct the operation of other businesses or professional offices in the Property and shall observe any reasonable requirements imposed by Grantor’ or Grantor’s property manager intended to reduce the effects of Producer’s activities on the quiet enjoyment of said tenants. Producer shall not cause any interruption to any utility service or other service offered by Grantor to its tenants. Any interruption of any utility service to the Property required in connection with Producer’s activities shall be completed only upon prior notice to Grantor and after regular business hours or other time agreed to by Grantor. 7. 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 Producer’s activities in connection with use of the Property as provided hereunder. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. This indemnity does not extend to any claim arising out of the acts or omissions of Grantor or its agents or invitees. 8. 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. 9. 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 obligations 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. Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 10. 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. 11. 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 Grantor shall not be entitled to any compensation, and thereafter 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 Bernalillo County, New Mexico, before a single arbitrator, in accordance with the New Mexico Arbitration Act. 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, IF IT OPERATES IN if it operates in New Mexico, or the AAA. 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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ 6300 Jefferson Street NE Albuquerque, New Mexico 87109 Federal I.D. Number: 26-1434293


EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between Gibson Medical Center, LLC (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108 (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)



EXHIBIT B

LOCATIONS


EXHIBIT C

BUILDING RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Landlord first had and obtained (such consent not to be unreasonably withheld or delayed), and Landlord shall have the right to remove any such unapproved sign, placard, picture, advertisement, name and notice at the expense of Tenant. At all times and at its sole reasonable discretion Landlord shall have the express right to control signage outside or inside the Building.

2. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord and all moving of the same into or out of the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Except if due to the negligence or willful misconduct of Landlord, Landlord will not be responsible for loss of or damage done to the Building by moving or maintaining any such safe or from any cause, and all damage done to the Building by Tenant moving or maintaining any such safe or other property shall be repaired at the expense of Tenant.

3. The sidewalks, halls, passages, entrances, stairways, elevators and other common areas shall not be obstructed by any of the tenants or their agents or employees or used by them for any purpose other than ingress and egress to and from their offices. Tenant shall cooperate with Landlord in maintaining the good order and cleanliness of all such common areas.

4. No person shall disturb the occupants of this or adjoining buildings by the use of any television, radio or musical instrument, by the making of loud or disruptive noises or by the creation of offensive odors, except as required in the Project teleplays.

5. Except as required in the Project teleplays, no cooking (other than microwave ovens or coffee makers) shall be done or permitted by any office tenant on the leased premises, nor shall the leased premises be used for the storage of merchandise, for washing clothes, or for lodging.

6. Tenant shall not use or keep in the Leased Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord.

7. Except as required in the Project teleplays, Tenant shall not bring any non-service animals or birds into the Building and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes.

8. No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall first be obtained, which shall not be unreasonably withheld if, in Tenant's or Landlord’s judgment, additional locks are required. A reasonable number of keys to the leased premises and to the restrooms will be furnished by Landlord, and neither Tenant, its agents nor its employees, shall have any duplicate key made. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, restrooms or vaults.

9. Subject to Tenant’s Policies and Landlord giving prior notice to Tenant, Tenant shall give

Landlord access to the Leased Premises and to all locked areas at all reasonable times for the purpose of inspecting and maintaining the same.

10. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be


thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

11. Tenant shall not employ any person other than the janitor of Landlord for the purpose of cleaning the Leased Premises unless otherwise agreed to by Landlord. Except with the written consent of Landlord, no person or persons

Tenant_______ Landlord_______


other than those approved by Landlord shall be permitted to enter the Building for the purposes of cleaning the same. Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness. Landlord acknowledges that Landlord has approved Tenant’s cleaning crew.

12. Canvassing, soliciting and peddling in or about the Building are prohibited.

13. No window shades, blinds, screens or draperies will be attached or detached by Tenant without Landlord's prior written consent except if required in Project teleplays. 14. Except in connection with Tenant’s television production activities, Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling, partitions or floors of the leased premises or of the Building, and any defacement, damage or injury caused by Tenant, its agents or employees, shall be repaired or paid for by Tenant.

15. Tenant shall comply with all Building security procedures as may from time to time be put into effect by Landlord and disseminated to Tenant.

16. For the purpose of providing utilities and services, except as specifically stated in the Lease, the Building's normal business hours shall be from 7:00 a.m. until 7:00 p.m. from Monday through Friday and from 8:00 a.m. until 1 p.m. on Saturday, excepting holidays.

17. Tenant shall see that the doors of the Leased Premises are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Tenant or Tenant's employees leave the Building, and that all electricity shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness of Tenant, Tenant shall make good all injuries sustained by other Tenants or occupants of the Building or Tenant.

18. Tenant will at all times cooperate with Landlord in preserving a class C image for the Building.

19. Landlord reserves the right to make such reasonable additions and amendments to these Rules and Regulations as in its judgment may from time to time be needful and desirable for the safety, security, care, efficiency and cleanliness of the Building and the preservation of good order therein, and shall

promptly disseminate such additions and amendments to Tenant.

Formatted: Centered, Indent: First line: 0"

1

Allen, Louise

From: Elissa Kannon [[email protected]]Sent: Wednesday, August 07, 2013 1:27 PMTo: Allen, LouiseCc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya;

Jimmy HapsasSubject: Re: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical -

Night Shift

Hey, Ruth- The Art Department has to get in there tomorrow (no longer Monday). Can we get the notes (if any) from you early today, so we can turn it around for them? Thanks for your help!

On Wed, Aug 7, 2013 at 8:39 AM, Allen, Louise <[email protected]> wrote:

In the new paragraph at the end of section 3, we need to clarify that the security personnel will be hired by Grantor and we are merely reimbursing Grantor for its costs. If we are directly involved in the hiring of these security personnel, we will require insurance from the security company.

The deletion of the phrase “except as respects the negligence or willful misconduct of Grantor” in paragraph 5 is not acceptable. If Grantor’s acts or omissions are the cause of any loss, then Grantor should be responsible. Eg., Grantor backs a vehicle into production’s equipment. Grantor should be responsible, not production.

See my revisions to these two sections highlighted in yellow.

Please wait for additional comments from Ruth.

Thanks,

Louise

From: Elissa Kannon [mailto:[email protected]] Sent: Tuesday, August 06, 2013 5:18 PM

2

To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: Fwd: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift

Hi, all-

Christian would like this reviews as soon as possible. See his comments in red:

Elissa,

Please forward the attached location agreement for Gibson Medical. They have removed exhibit C entirely per our request, but made a few minor changes in other areas.

We need this reviewed ASAP, construction department is looking to start at this location no later than Monday.

---------- Forwarded message ---------- From: Lindsay Patterson <[email protected]>

Date: Tue, Aug 6, 2013 at 11:40 AM Subject: Re: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift To: Christian Diaz de Bedoya <[email protected]>

Christian,

We have removed Exhibit C and made a few other minor changes. Please review.

Lindsay

From: Christian Diaz de Bedoya <[email protected]> To: Lindsay Patterson <[email protected]>

Cc: Stew Lyons <[email protected]>; "[email protected]" <[email protected]> Sent: Monday, July 29, 2013 5:29 PM Subject: Fwd: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift

Lindsay,

3

Attached are is the location agreement with some notes. Please advise if these are acceptable.

Thank you,

---------- Forwarded message ---------- From: Jones, Ruth <[email protected]> Date: Mon, Jul 29, 2013 at 4:07 PM Subject: RE: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift To: Elissa Kannon <[email protected]>, "Allen, Louise" <[email protected]> Cc: "Barnes, Britianey" <[email protected]>, "Luehrs, Dawn" <[email protected]>, "Zechowy, Linda" <[email protected]>, Christian Diaz de Bedoya <[email protected]>, Jimmy Hapsas <[email protected]>

Pls see attached. Christian, pls see my notes highlighted in yellow on Page 1 re: deletion of Exhibit C.

From: Elissa Kannon [mailto:[email protected]] Sent: Monday, July 29, 2013 12:25 PM

To: Allen, Louise Cc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya; Jimmy HapsasSubject: Re: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift

Ruth, did you and Christian come to a resolve on this one Friday?

On Mon, Jul 29, 2013 at 12:21 PM, Allen, Louise <[email protected]> wrote:

If the changes to sections 2 & 17 of Exhibit C are made and Ruth approves, then it’s ok with Risk Mgmt.

From: Elissa Kannon [mailto:[email protected]] Sent: Monday, July 29, 2013 3:16 PM To: Allen, Louise Cc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya; Jimmy Hapsas Subject: Re: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift

Hi, all-

Is this one clear for take-off, we need to start building?

lallen

Pencil

lallen

Pencil





LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, known as the Gibson Medical Center (the “Property”), in the locations set forth on Exhibit B, in connection with the production of scenes for the above-referenced television program (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 Grantor-approved cosmetic changes to the Property which Producer will restore to its original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Program; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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. Grantor, for itself only and not for any tenant in the Property, hereby waives any and all rights of privacy, publicity, defamation, or any other rights of a similar nature in connection with the above. NOTE: PLEASE GET EXHIBIT C DELETED; IF DONE, THEN NEXT SENTENCE CAN BE DELETED: Producer shall, to the extent applicable to a television production, comply with the Rules and Regulations attached hereto as Exhibit C (wherein Grantor, Producer and Property are referred to respectively as “Landlord”, “Tenant” and “Building”) in the same manner as a tenant. 1. The above permission is granted for one or more days as may be necessary, commencing on or about the 29th day of July, 2013, the exact date to depend on the weather and shooting schedule, and shall continue until completion of all scenes and work required on


Formatted: Not Highlight



the Property in connection with the Program but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis. 1.a. Season 1 Option: Grantor does hereby grant to Producer an option to extend the Guaranteed Period for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates and locations within the Property to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the Program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates and locations within the Property to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor understands that Producer wishes to have an option to use the Property in successive seasons. Grantor will consider granting to Producer the right to use the Property including all rights as stated above, in successive seasons after taking into consideration the availability of unrented areas in the Property suitable for Producer’s activities. The exact dates of any extension will be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for each succeeding season’s pick-up if Producer decides to extend this Agreement to said successive season. Grantor shall notify Producer within ten (10) business days after Grantor’s receipt of Producer’s notice if Grantor shall grant to Producer the right to use the Property. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 not have any right of action against Producer or any other party arising out of any use of said photographs and/or recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, and Grantor, for itself only and not for any tenant 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 recordings. 3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums (including for any and all options if exercised) which include fees for gas, electricity and Property, Grantor provided security, (to be provided twenty four (24) hours a day, seven(7) days a week) and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised (plus New Mexico Gross Receipts Tax): Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day When Producer’s base camp is operating on the Property, Producer shall pay to Grantor an additional 18.75 per hour for each of two (2) security guards, to be hired by Grantor from a company chosen by Grantor, to protect the property of employees, patients and visitors at the Property. 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. Grantor shall provide twenty-four- (24-) hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor., except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the protection of its vehicles and equipment placed on the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. Producer shall conduct its activities on, in and around the Property with due regard for the peaceful and quiet enjoyment of tenants in the Property. Neither Producer nor Producer’s













invitees shall interfere with or obstruct the operation of other businesses or professional offices in the Property and shall observe any reasonable requirements imposed by Grantor’ or Grantor’s property manager intended to reduce the effects of Producer’s activities on the quiet enjoyment of said tenants. Producer shall not cause any interruption to any utility service or other service offered by Grantor to its tenants. Any interruption of any utility service to the Property required in connection with Producer’s activities shall be completed only upon prior notice to Grantor and after regular business hours or other time agreed to by Grantor. 7. 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 Producer’s activities in connection with use of the Property as provided hereunder. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. This indemnity does not extend to any claim arising out of the acts or omissions of Grantor or its agents or invitees. 8. 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. 9. 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 obligations 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. Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 10. 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. 11. 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 Grantor shall not be entitled to any compensation, and thereafter 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 Bernalillo County, New Mexico, before a single arbitrator, in accordance with the New Mexico Arbitration Act. 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, IF IT OPERATES IN if it operates in New Mexico, or the AAA. 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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ 6300 Jefferson Street NE Albuquerque, New Mexico 87109 Federal I.D. Number: 26-1434293


EXHIBIT A LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between Gibson Medical Center, LLC (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108 (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)


EXHIBIT B

LOCATIONS


EXHIBIT C


1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Landlord first had and obtained (such consent not to be unreasonably withheld or delayed), and Landlord shall have the right to remove any such unapproved sign, placard, picture, advertisement, name and notice at the expense of Tenant. At all times and at its sole reasonable discretion Landlord shall have the express right to control signage outside or inside the Building.




5. Except as required in the Project teleplays, no cooking (other than microwave ovens or coffee makers) shall be done or permitted by any office tenant on the leased premises, nor shall the leased premises be used for the storage of merchandise, for washing clothes, or for lodging.



8. No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall first be obtained, which shall not be unreasonably withheld if, in Tenant's or Landlord’s judgment, additional locks are required. A reasonable number of keys to the leased premises and to the restrooms will be furnished by Landlord, and neither Tenant, its agents nor its employees, shall have any duplicate key made. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, restrooms or vaults.







13. No window shades, blinds, screens or draperies will be attached or detached by Tenant without Landlord's prior written consent except if required in Project teleplays. 14. Except in connection with Tenant’s television production activities, Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling, partitions or floors of the leased premises or of the Building, and any defacement, damage or injury caused by Tenant, its agents or employees, shall be repaired or paid for by Tenant.




18. Tenant will at all times cooperate with Landlord in preserving a class C image for the Building.

19. Landlord reserves the right to make such reasonable additions and amendments to these Rules and Regulations as in its judgment may from time to time be needful and desirable for the safety, security, care, efficiency and cleanliness of the Building and the preservation of good order therein, and shall

promptly disseminate such additions and amendments to Tenant.

Formatted: Centered, Indent: First line: 0"

1

Allen, Louise

From: Jones, RuthSent: Monday, July 29, 2013 6:08 PMTo: Elissa Kannon; Allen, LouiseCc: Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Christian Diaz de Bedoya; Jimmy HapsasSubject: RE: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night

ShiftAttachments: Gibson Medical Center Location Agreement - Night Shift (Rev 7-26-13)(RM and Legal

comments).doc

Pls see attached. Christian, pls see my notes highlighted in yellow on Page 1 re: deletion of Exhibit C.

From: Elissa Kannon [mailto:[email protected]] Sent: Monday, July 29, 2013 12:25 PM To: Allen, Louise Cc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya; Jimmy Hapsas Subject: Re: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night Shift Ruth, did you and Christian come to a resolve on this one Friday?




Hi, all-


On Fri, Jul 26, 2013 at 11:36 AM, Allen, Louise <[email protected]> wrote:

For the most part, these changes are ok with Risk Mgmt.

Exhibit C is new and was not previously reviewed by Risk Mgmt. I made changes to sections 2 & 17 of Exhibit C. See attached.

lallen

Pencil

lallen

Pencil





LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, specifically the areas listed in Exhibit B attached hereto and incorporated herein by this reference (the “Property”)”), in the locations set forth on Exhibit B, in connection with the production of scenes for the above-referenced television program (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 Grantor-approved cosmetic changes to the Property which Producer will restore to its original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Program; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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 undersignedGrantor, for itself only and not for any tenant in the Property, hereby waives any and all rights of privacy, publicity, defamation, or any other rights of a similar nature in connection with the above. NOTE: PLEASE GET EXHIBIT C DELETED; IF DONE, THEN NEXT SENTENCE CAN BE DELETED: Producer shall, to the extent applicable to a television production, comply with the Rules and Regulations attached hereto as Exhibit C (wherein Grantor, Producer and Property are is referred to respectively as “Landlord”, “Tenant” and “Building”) in the same manner as a tenant.

Formatted: Section start: Continuous

Formatted: Font: Bold, Highlight

Formatted: Font: Bold

Formatted: Font: Bold, Highlight







1. The above permission is granted for one or more days as may be necessary, commencing on or about the 29nd29th day of July, 2013, 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 but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis. 1.a. Season 1 Option: Grantor does hereby grant to Producer an option to extend the Guaranteed Period for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates and locations within the Property to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the Program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates and locations within the Property to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor does hereby grant to understands that Producer wishes to have an option to use the Property in successive seasons. Grantor will consider granting to Producer the right to use the Property including all rights as stated above, with in successive seasons after taking into consideration the availability of unrented areas in the Property suitable for Producer’s activities. tThe exact dates to of any extension will be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the each succeeding season’s pick-up if Producer decides to exerciseextend this optionAgreement to said successive seasons. Grantor shall notify Producer within ten (10) business days after Grantor’s receipt of Producer’s notice if Grantor shall grant to Producer the right to use the Property. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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

Formatted: Font: Not Bold

Formatted: No underline





















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 recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, and Grantor, for itself only and not for 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 recordings. 3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums which include fees for gas, electricity and Property security, and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised: Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day 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. Grantor shall provide twenty-four- (24-) hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. Neither Producer nor Producer’s invitees shall interfere with or obstruct the operation of other businesses or professional offices in the Property and shall not cause any interruption to any utility service or other service offered by Grantor to its tenants. Any interruption of any utility service to the Property required in connection with Producer’s activities shall be completed only upon prior notice to Grantor and after regular business hours or other time agreed to by Grantor.


6.7. 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 partactivities in connection with use of the Property as provided hereunder. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. This indemnity does not extend to any claim arising out of the acts or omissions of Grantor or its agents or invitees. 7.8. 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. 8.9. 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 obligations 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. Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 9.10. 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. 10.11. 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 Grantor shall not be entitled to any compensation, and thereafter 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,Bernalillo County, CaliforniaNew Mexico, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq.the New Mexico Arbitration Act. 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, IF IT OPERATES IN New Mexico, or the AAA. 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

Formatted: Bullets and Numbering



Formatted: Underline




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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ 5400 6300 Jefferson Street NE Albuquerque, New Mexico 8710887109 Federal I.D. Number: 26-1434293


EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between Gibson Medical Center, LLC (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108 (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Grantor and Grantor’s successors and assigns hereby waive any and all benefits and rights accruing by reason of the provisions of California Civil Code Section 1542, as presently in effect or hereafter amended, which now provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. and also waive the provisions of all statutes and principles of common law, if any, of the State of ___________ that may govern this release and are comparable, equivalent or similar to Section 1542. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)


EXHIBIT B

LOCATIONS


EXHIBIT C


1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Landlord first had and obtained (such consent not to be unreasonably withheld or delayed), and Landlord shall have the right to remove any such unapproved sign, placard, picture, advertisement, name and notice without notice to and at the expense of Tenant. At all times and at its sole reasonable discretion Landlord shall have the express right to control signage outside or inside the Building.




5. Except as required in the Project teleplays, Nno cooking (other than microwave ovens or coffee makers) shall be done or permitted by any office Ttenant on the Lleased Ppremises, nor shall the Lleased Ppremises be used for the storage of merchandise, for washing clothes, or for lodging or for any improper, objectionable or immoral purpose.



8. No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall first be obtained, which shall not be unreasonably withheld if, in Tenant's or Landlord’s judgment, additional locks are required for the Records Storage or Narcotics storage areas. A reasonable number of keys to the Lleased Ppremises and to the restrooms will be furnished by Landlord, and neither Tenant, its agents nor its employees, shall have any duplicate key made. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, restrooms or vaults.




10. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.






13. No window shades, blinds, screens or draperies will be attached or detached by Tenant without Landlord's prior written consent except if required in Project teleplays. 14. Except in connection with Tenant’s television production activitiesas is normal and customary for standard office usage, Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling, partitions or floors of the Lleased Ppremises or of the Building, and any defacement, damage or injury caused by Tenant, its agents or employees, shall be repaired or paid for by Tenant.




18. Tenant will at all times cooperate with Landlord in preserving a class C image for the Building. 19. Landlord reserves the right to make such reasonable additions and amendments to these Rules

and Regulations as in its judgment may from time to time be needful and desirable for the safety, security, care, efficiency and cleanliness of the Building and the preservation of good order therein, and shall promptly disseminate such additions and amendments to Tenant.

Formatted: Font: Times New Roman, Bold,Font color: Auto, All caps

Formatted: Centered

1

Allen, Louise

From: Elissa Kannon [[email protected]]Sent: Monday, July 29, 2013 3:25 PMTo: Allen, LouiseCc: Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda; Christian Diaz de Bedoya;

Jimmy HapsasSubject: Re: TNS - Location Agreement - Pilot Reshoots - Time Senstive - Gibson Medical - Night

Shift

Ruth, did you and Christian come to a resolve on this one Friday?




Hi, all-


On Fri, Jul 26, 2013 at 11:36 AM, Allen, Louise <[email protected]> wrote:

For the most part, these changes are ok with Risk Mgmt.

Exhibit C is new and was not previously reviewed by Risk Mgmt. I made changes to sections 2 & 17 of Exhibit C. See attached.

Please wait for additional approval from Legal/Ruth.

Thanks,

2

Louise

From: Elissa Kannon [mailto:[email protected]] Sent: Friday, July 26, 2013 12:43 PM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: TNS - Location Agreement - Pilot Reshoots - Time Senstive

Hi, all-

Please approve this as soon as possible.

---------- Forwarded message ---------- From: Christian Diaz de Bedoya <[email protected]> Date: Fri, Jul 26, 2013 at 9:34 AM Subject: Fwd: Location Agreement for The Night Shift To: Elissa Kannon <[email protected]> Cc: "[email protected]" <[email protected]>, Stew Lyons <[email protected]>

Please forward to Legal to review changes ASAP.

Thank you,

---------- Forwarded message ---------- From: Lindsay Patterson <[email protected]> Date: Thu, Jul 25, 2013 at 1:24 PM Subject: Re: Location Agreement for The Night Shift To: Christian Diaz de Bedoya <[email protected]>

Christian,

We have modified the Agreement. Please see the attachments. Please do the following:

Change the address below the signature line to read:

6300 Jefferson St. NE

Albuquerque, NM 87109

3

Thank you,

Lindsay

From: Christian Diaz de Bedoya <[email protected]> To: Lindsay Patterson <[email protected]> Cc: "[email protected]" <[email protected]>; Stew Lyons <[email protected]> Sent: Tuesday, July 23, 2013 10:08 AM Subject: Location Agreement for The Night Shift

Lindsey,

Attached is the location agreement for you to review. I am sending you the redline version so you can easily spot some of the minor changes from the Pilot version of the contract.

If the agreement looks good to you and no changes are required on your end, I can clean it up for signature.

Alex is working on the insurance certificate for you, and I will work on getting the Exhibit B part of the contract finalized this week or next so we can execute the agreement with that completed.

Thank you,

--

Christian Diaz de Bedoya Location Manager

(505) 507 2333 (Cell)

--

Christian Diaz de Bedoya Location Manager

(505) 507 2333 (Cell)





LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, specifically the areas listed in Exhibit B attached hereto and incorporated herein by this reference (the “Property”)”), in the locations set forth on Exhibit B, in connection with the production of scenes for the above-referenced television program (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 Grantor-approved cosmetic changes to the Property which Producer will restore to its original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Program; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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 undersignedGrantor, for itself only and not for any tenant in the Property, hereby waives any and all rights of privacy, publicity, defamation, or any other rights of a similar nature in connection with the above. Producer shall, to the extent applicable, comply with the Rules and Regulations attached hereto as Exhibit C (Grantor is referred to as Landlord) in the same manner as a tenant. 1. The above permission is granted for one or more days as may be necessary, commencing on or about the 29nd29th day of July, 2013, 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 but no later than November 22, 2013

Formatted: Section start: Continuous

Formatted: Font: Not Bold



(the “Guaranteed Period”) at the rate set forth below for season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis. 1.a. Season 1 Option: Grantor does hereby grant to Producer an option to extend the Guaranteed Period for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates and locations within the Property to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the Program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates and locations within the Property to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor does hereby grant to understands that Producer wishes to have an option to use the Property in successive seasons. Grantor will consider granting to Producer the right to use the Property including all rights as stated above, with in successive seasons after taking into consideration the availability of unrented areas in the Property suitable for Producer’s activities. the exact dates to of any extension will be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding seasons pick-up if Producer decides to exerciseextend this optionAgreement to successive seasons. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, and Grantor, for itself only and not for 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 recordings. 3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums which include fees for gas, electricity and Property security, and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised: Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day 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. Grantor shall provide twenty-four- (24-) hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. Neither Producer nor Producer’s invitees shall interfere with or obstruct the operation of other businesses or professional offices in the Property and shall not cause any interruption to any utility service or other service offered by Grantor to its tenants. Any interruption of any utility service to the Property required in connection with Producer’s activities shall be completed only upon prior notice to Grantor and after regular business hours or other time agreed to by Grantor. 6.7. 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 partactivities in connection with use of the Property as provided hereunder. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars



($1,000,000) adding Grantor as an additional insured party thereon. This indemnity does not extend to any claim arising out of the acts or omissions of Grantor or its agents or invitees. 7.8. 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. 8.9. 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 obligations 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. Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 9.10. 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. 10.11. 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 Grantor shall not be entitled to any compensation, and thereafter 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,Bernalillo County, CaliforniaNew Mexico, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq.the New Mexico Arbitration Act. 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, IF IT OPERATES IN New Mexico, or the AAA. 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



Formatted: Underline




affect either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ 5400 Jefferson Street NE Albuquerque, New Mexico 87108 Federal I.D. Number: 26-1434293


EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between Gibson Medical Center, LLC (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108 (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Grantor and Grantor’s successors and assigns hereby waive any and all benefits and rights accruing by reason of the provisions of California Civil Code Section 1542, as presently in effect or hereafter amended, which now provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. and also waive the provisions of all statutes and principles of common law, if any, of the State of ___________ that may govern this release and are comparable, equivalent or similar to Section 1542. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)


EXHIBIT B

LOCATIONS


EXHIBIT C


1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Landlord first had and obtained (such consent not to be unreasonably withheld or delayed), and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name and notice without notice to and at the expense of Tenant. At all times and at its sole discretion Landlord shall have the express right to control signage outside or inside the Building.



4. No person shall disturb the occupants of this or adjoining buildings by the use of any television, radio or musical instrument, by the making of loud or disruptive noises or by the creation of offensive odors.

5. No cooking (other than microwave ovens or coffee makers) shall be done or permitted by any office Tenant on the Leased Premises, nor shall the Leased Premises be used for the storage of merchandise, for washing clothes, for lodging or for any improper, objectionable or immoral purpose.


7. Tenant shall not bring any non-service animals or birds into the Building and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes.

8. No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall first be obtained, which shall not be unreasonably withheld if, in Tenant's or Landlord’s judgment, additional locks are required for the Records Storage or Narcotics storage areas. A reasonable number of keys to the Leased Premises and to the restrooms will be furnished by Landlord, and neither Tenant, its agents or employees, shall have any duplicate key made. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, restrooms or vaults.

9. Subject to Tenant’s Policies, Tenant shall give Landlord access to the Leased Premises and to all

locked areas at all reasonable times for the purpose of inspecting and maintaining the same.



other than those approved by Landlord shall be permitted to enter the Building for the purposes of cleaning the same. Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness.


13. No window shades, blinds, screens or draperies will be attached or detached by Tenant without Landlord's prior written consent. 14. Except as is normal and customary for standard office usage, Tenant shall not mark upon, paint signs upon, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling, partitions or floors of the Leased Premises or of the Building, and any defacement, damage or injury caused by Tenant, its agents or employees, shall be paid for by Tenant.

15. Tenant shall comply with all Building security procedures as may from time to time be put into effect by Landlord.



18. Tenant will at all times cooperate with Landlord in preserving a class C image for the Building. 19. Landlord reserves the right to make such reasonable additions and amendments to these Rules

and Regulations as in its judgment may from time to time be needful and desirable for the safety, security, care, efficiency and cleanliness of the Building and the preservation of good order therein.

Formatted: Font: Times New Roman, Bold,Font color: Auto, All caps

Formatted: Centered

1

Allen, Louise

From: Jones, RuthSent: Monday, July 22, 2013 6:02 PMTo: Allen, Louise; Elissa Kannon; Barnes, Britianey; Luehrs, Dawn; Zechowy, LindaCc: Christian Diaz de Bedoya; Jimmy HapsasSubject: RE: Night Shift - Location agreement for Gibson Medical Center - Time SensitiveAttachments: Gibson Medical Center Location Agreement - Night Shift (Season 1) (RM and Legal

comments).doc

Pls find attached the above doc with RM’s and Legal’s comments. Please send to RM and Legal a fully executed copy along with Exhibit B for our files; thanks!

From: Jones, Ruth Sent: Monday, July 22, 2013 2:50 PM To: Allen, Louise; Elissa Kannon; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive Who is the signatory for GIBSON?

From: Allen, Louise Sent: Monday, July 22, 2013 1:16 PM To: Elissa Kannon; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive Ignore my comments re: season 1 & 2. I was thinking of a different production. Use attached mark‐up from Risk Mgmt. Thanks, Louise

From: Allen, Louise Sent: Monday, July 22, 2013 4:08 PM To: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: 'Christian Diaz de Bedoya'; 'Jimmy Hapsas' Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive A few tweaks from Risk Mgmt. See attached. Should the references to Seasons 1 & 2 throughout the agreement be revised to Seasons 2 & 3? Please wait for additional comments from Ruth/Legal. Thanks, Louise

From: Allen, Louise Sent: Monday, July 22, 2013 3:57 PM To: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda

lallen

Pencil

lallen

Pencil


Field Code Changed




LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, specifically the areas listed in Exhibit B attached hereto and incorporated herein by this reference (the “Property”) in connection with the production of scenes for the above-referenced television program, (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 Grantor-approved cosmetic changes to the Property which Pproducer will restore to it’s original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Pprogram; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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, defamation, 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 22nd day of July, 2013, 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 but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for Season season 1. The permission herein


Field Code Changed

granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis. 1.a. Season 1 Option 1: Grantor does hereby grant to Producer an option to extend the Guaranteed Pperiod for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the program Program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding seasons pick-up if Producer decides to exercise this option. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, 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


Field Code Changed

other rights of a similar nature in connection with Producer’s exploitation of any such photography and/or recordings. 2. 3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums which include fees for gas, electricity and Property security, and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised: Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day 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. Grantor shall provide twenty twenty-four- (24-) hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. 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. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. 7. 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.

Formatted: No bullets or numbering


Field Code Changed

8. 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 obligations 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. Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 9. 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. 10. 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 Grantor shall not be entitled to any compensation, and thereafter 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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________


Field Code Changed

Address: ____________________________ City, State ZIP: ____________________6300 Jefferson Street NE Albuquerque, New Mexico 87109___ SSN or Federal I.D. Number: 26-1434293 ____________________


Field Code Changed

EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between _______________ Gibson Medical Center, LLC (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108________________________ ______________________________________________________________________________ (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Grantor and Grantor’s successors and assigns hereby waive any and all benefits and rights accruing by reason of the provisions of California Civil Code Section 1542, as presently in effect or hereafter amended, which now provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. and also waive the provisions of all statutes and principles of common law, if any, of the State of ___________ that may govern this release and are comparable, equivalent or similar to Section 1542. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________


Field Code Changed

(Date)

1

Allen, Louise

From: Allen, LouiseSent: Monday, July 22, 2013 4:16 PMTo: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, LindaCc: 'Christian Diaz de Bedoya'; 'Jimmy Hapsas'Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time SensitiveAttachments: Gibson Medical Center Location Agreement - Night Shift (RM).doc

Ignore my comments re: season 1 & 2. I was thinking of a different production. Use attached mark‐up from Risk Mgmt. Thanks, Louise

From: Allen, Louise Sent: Monday, July 22, 2013 4:08 PM To: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: 'Christian Diaz de Bedoya'; 'Jimmy Hapsas' Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive A few tweaks from Risk Mgmt. See attached. Should the references to Seasons 1 & 2 throughout the agreement be revised to Seasons 2 & 3? Please wait for additional comments from Ruth/Legal. Thanks, Louise

From: Allen, Louise Sent: Monday, July 22, 2013 3:57 PM To: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive The two attachments appear to be identical. Was the same document attached twice in error? Louise

From: Elissa Kannon [mailto:[email protected]] Sent: Monday, July 22, 2013 11:16 AM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive Hi, all- Please approve the attached Location Agreement. They need to build this location right away. Thanks!

lallen

Pencil

lallen

Pencil

Location Agreement 1




LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, specifically the areas listed in Exhibit B attached hereto and incorporated herein by this reference (the “Property”) in connection with the production of scenes for the above-referenced television program, (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 Grantor-approved cosmetic changes to the Property which Pproducer will restore to it’s original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Pprogram; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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, defamation, 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 22nd day of July, 2013 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 but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for Season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis.


1.a. Season 1 Option 1: Grantor does hereby grant to Producer an option to extend the Guaranteed Pperiod for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding seasons pick-up if Producer decides to exercise this option. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, 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 recordings.


3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums which include fees for gas, electricity and Property security, and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised: Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day 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. Grantor shall provide twenty four hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. 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. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. 7. 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. 8. 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 obligations 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.


Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 9. 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. 10. 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 Grantor shall not be entitled to any compensation, and thereafter 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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ Address: ____________________________ City, State ZIP: _______________________ SSN or Federal I.D.: ____________________


EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between _______________ (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at ________________________ ______________________________________________________________________________ (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Grantor and Grantor’s successors and assigns hereby waive any and all benefits and rights accruing by reason of the provisions of California Civil Code Section 1542, as presently in effect or hereafter amended, which now provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. and also waive the provisions of all statutes and principles of common law, if any, of the State of ___________ that may govern this release and are comparable, equivalent or similar to Section 1542. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)

1

Allen, Louise

From: Allen, LouiseSent: Monday, July 22, 2013 4:08 PMTo: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, LindaCc: 'Christian Diaz de Bedoya'; 'Jimmy Hapsas'Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time SensitiveAttachments: Gibson Medical Center Location Agreement - Night Shift (RM).doc

A few tweaks from Risk Mgmt. See attached. Should the references to Seasons 1 & 2 throughout the agreement be revised to Seasons 2 & 3? Please wait for additional comments from Ruth/Legal. Thanks, Louise

From: Allen, Louise Sent: Monday, July 22, 2013 3:57 PM To: 'Elissa Kannon'; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: RE: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive The two attachments appear to be identical. Was the same document attached twice in error? Louise

From: Elissa Kannon [mailto:[email protected]] Sent: Monday, July 22, 2013 11:16 AM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Jones, Ruth; Zechowy, Linda Cc: Christian Diaz de Bedoya; Jimmy Hapsas Subject: Night Shift - Location agreement for Gibson Medical Center - Time Sensitive Hi, all- Please approve the attached Location Agreement. They need to build this location right away. Thanks!

---------- Forwarded message ---------- From: Christian Diaz de Bedoya <[email protected]> Date: Mon, Jul 22, 2013 at 8:12 AM Subject: Location agreement for Gibson Medical Center for review To: Elissa Kannon <[email protected]> Cc: Stew Lyons <[email protected]>, "[email protected]" <[email protected]>

Elissa, Please forward the attached agreement to legal for immediate review. The document is our agreement with some added stipulations taken from the location agreement signed for the pilot.

2

We are looking to get this approved ASAP so I can send it over to Gibson Medical for approval on their end.

Thank you, -- Christian Diaz de Bedoya Location Manager (505) 507 2333 (Cell) -- Elissa Kannon Production Coordinator Woodridge Productions c/o Albuquerque Studios 5650 University Boulevard Building B, Second Floor Albuquerque, NM 87106 505.227.2700





LOCATION AGREEMENT Gibson Medical Center, LLC (“Grantor”), in entering into this agreement (the “Agreement”) hereby grants to Woodridge 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 property, including the interiors and exteriors of all buildings, improvements, and structures thereon and the contents thereof, located at: 5400 Gibson Blvd. SE, Albuquerque, New Mexico 87108, specifically the areas listed in Exhibit B attached hereto and incorporated herein by this reference (the “Property”) in connection with the production of scenes for the above-referenced television program, (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 Grantor-approved cosmetic changes to the Property which Pproducer will restore to it’s original condition at Grantor’s request, reasonable wear and tear excepted; the right to utilize Grantor’s existing hospital set dressing which will be inventoried by Producer, moved to Producer’s sets and returned to Grantor’s storage areas upon completion of production of the Pprogram; the right to park during production; the right to set up base camp; the right to make mention of the Property within the context of the storyline of such Program; the right to recreate the Property elsewhere, whether accurately or otherwise, for the purposes of photographing same; 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, defamation, 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 22nd day of July, 2013 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 but no later than November 22, 2013 (the “Guaranteed Period”) at the rate set forth below for Season 1. The permission herein granted shall include permission to re-enter the Property for the purpose of making added scenes and retakes, at the rate set forth below, on a pro-rata basis.



1.a. Season 1 Option 1: Grantor does hereby grant to Producer an option to extend the Guaranteed Pperiod for the use of the Property including all rights as stated above, from November 23, 2013 through February 23, 2014 (exact dates to be determined by mutual consent of the parties) at the rates set forth below to film additional episodes of season 1 of the program (the “Second Guaranteed Period”). Producer shall inform Grantor in writing by November 23, 2013 if Producer decides to exercise its option to extend the Guaranteed Period. 1.b. Season 2 Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below, to film episodes of the Program for season 2. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding season pick-up if Producer decides to exercise this option. 1.c. Successive Seasons Option: Grantor does hereby grant to Producer an option to use the Property including all rights as stated above, with exact dates to be determined by mutual consent of the parties at the rate set forth below (which reflects a three percent (3%) increase from Seasons 1 and 2), to film episodes of the Program for succeeding seasons. Producer shall inform Grantor in writing within ten (10) business days after Producer’s receipt of written notice from the network for the succeeding seasons pick-up if Producer decides to exercise this option. 1.d. Option to use other areas of the Property: Grantor does hereby grant to Producer an option to use (including all rights as stated above) other areas of the Property not listed in Exhibit B, with exact locations and dates to be determined by mutual consent of the parties at the rate set forth below to film episodes of the Program, upon Producer’s written notification to Grantor. 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 recordings whether or not such use is, or may be claimed to be defamatory or untrue in nature, 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 recordings.







3. In full consideration of the Grantor entering into this Agreement and for all rights granted to Producer hereunder, Producer shall pay Grantor the following sums which include fees for gas, electricity and Property security, and full access to the Property seven (7) days a week for the Guaranteed Period, and for any and all options if exercised: Permitted Areas (Exhibit B) Seasons 1 and 2: $40,000.00 per month Successive Seasons: $41,200.00 per month Optional Additional Permitted Areas Prep/Strike/Hold: $1,250.00 per day Shoot: $2,500.00 per day 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. Grantor shall provide twenty four hour security at the Property for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above, but will not be responsible for the protection of, or loss of, any equipment Producer brings to the facility for use inside or outside of the facility, except as respects the negligence or willful misconduct of Grantor. Producer shall provide security as Producer deems necessary for the parking lot and immediate surroundings of the medical building for the Guaranteed Period, and if exercised, for any and all options to use the Property as stated above. 6. 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. Producer shall provide Grantor, prior to the use of the Property, evidence of commercial general liability insurance with limits of One Million Dollars ($1,000,000) adding Grantor as an additional insured party thereon. 7. 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. 8. 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 obligations 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.



Unless such timely notice is given to Producer, Grantor hereby agrees to promptly sign and deliver to Producer the release attached hereto as Exhibit A, and incorporated herein by this reference. 9. 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. 10. 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 Grantor shall not be entitled to any compensation, and thereafter 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 either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. ACCEPTED: GRANTOR ACCEPTED: PRODUCER Date: _______________________________ Date: _____________________________ By: _________________________________ By: _______________________________ Print Name___________________________ Print Name__________________________ Title: _____________________________ Title: _____________________________ Address: ____________________________ City, State ZIP: _______________________ SSN or Federal I.D.: ____________________


EXHIBIT A

LOCATION RELEASE Re: “NIGHT SHIFT” (the “Program”) Ladies/Gentlemen: In connection with that certain location agreement entered into between _______________ (“Grantor”) and Woodridge Productions, Inc. (“Producer”) regarding the Program, Producer was granted the right to enter upon Grantor’s property located at ________________________ ______________________________________________________________________________ (the “Property”) in connection with the filming of the Program. Grantor acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to Grantor’s satisfaction, and Grantor hereby releases Producer, its parents(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (individually and collectively the “Producer Indemnitees”), from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which Grantor or Grantor’s successors and assigns, ever had at any time in the past, now has or hereafter may have against the Producer Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing Grantor’s Property. Grantor and Grantor’s successors and assigns hereby waive any and all benefits and rights accruing by reason of the provisions of California Civil Code Section 1542, as presently in effect or hereafter amended, which now provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. and also waive the provisions of all statutes and principles of common law, if any, of the State of ___________ that may govern this release and are comparable, equivalent or similar to Section 1542. Very truly yours, _________________________________ (Signature) _________________________________ (Print) _________________________________ (Date)

Allen, Louise · 1 Allen, Louise From: Elissa Kannon [[email protected]] Sent: Wednesday,...

Documents

Transcript of Allen, Louise · 1 Allen, Louise From: Elissa Kannon [[email protected]] Sent: Wednesday,...