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Allen, Louise
From: Kadrnka-Abramson, ColetteSent: Wednesday, July 10, 2013 1:06 PMTo: Drew SchoferCc: Barnes, Britianey; Black, Fran; Luehrs, Dawn; Stewart, Andrew; Gus David; Allen, LouiseSubject: RE: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse
My comments: ‐ No change to Section 9 (the have their remedies under Section 10) ‐ Section 13 – Delete last sentence referencing Schedule A (starting with “Unless” and ending with “two days”) ‐ Remove the entire “Schedule A – Location Release”
Thank you.
From: Allen, Louise Sent: Wednesday, July 10, 2013 9:38 AM To: Drew Schofer; Kadrnka-Abramson, Colette Cc: Barnes, Britianey; Black, Fran; Luehrs, Dawn; Stewart, Andrew; Gus David Subject: RE: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Colette, I concur with your comments below. Paragraph 10 changes are more of a legal than risk mgmt issue but they are fine with risk mgmt. My proposed language change to the release about p.i. was added which is also fine though, as you noted, the most recent changes suggested by the vendor should not be incorporated. Thanks, Louise
From: Allen, Louise Sent: Wednesday, July 10, 2013 11:43 AM To: 'Drew Schofer'; Kadrnka-Abramson, Colette Cc: Barnes, Britianey; Black, Fran; Luehrs, Dawn; Stewart, Andrew; Gus David Subject: RE: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse I’ll take another look at it now. Louise
From: Drew Schofer [mailto:[email protected]] Sent: Wednesday, July 10, 2013 11:06 AM To: Kadrnka-Abramson, Colette Cc: Barnes, Britianey; Black, Fran; Allen, Louise; Luehrs, Dawn; Stewart, Andrew; Gus David Subject: Re: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hey Guys, Please see the attached comments. We need to have to have this agreement signed by 3pm today.
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Thanks Drew Schofer KEY ASSISTANT LOCATION MANAGER / "BEWARE THE NIGHT" Screen Gems Productions Inc. / Sony Pictures c/o Kaufman Astoria Studios 34-12 36th Street, Suite 131 / Astoria, NY 11106 646.369.4191 [M] / 718.706.5095 [O] / 718.706.5050 [F]
On Tuesday, July 9, 2013 at 6:36 PM, Kadrnka-Abramson, Colette wrote:
Hi Britianey. This looks to be our form, which has been modified in part by comments by Louise and myself (see email chain below). My further comments to the revised draft are as follows: Section 9: no change. Section 10: replace the language that they added with the following (Britianey, please revise as necessary) “Notwithstanding the above, Owner may seek injunctive relief solely in connection with Producer’s use of the Property if Producer’s use of the Property is likely to cause imminent irreparable material harm to the Property and/or likely to cause serious injury or loss of life to the occupants of the Property.” Schedule A – no change (although there was language regarding personal injury that Louise proposed below to add to the Schedule which does not seem to have been added; may be worth a shot to add instead of their changes). Drew, please let Britianey respond before sending my responses. Thanks.
From: Barnes, Britianey Sent: Tuesday, July 09, 2013 3:14 PM To: Drew Schofer; Black, Fran; Allen, Louise; Luehrs, Dawn; Stewart, Andrew; Kadrnka-Abramson, Colette Cc: Gus David Subject: RE: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hi Drew – Is this our form they made changes to? Britianey Barnes Sr. Analyst | P. 310.244.4241 | F. 310.244.6111 [email protected]
From: Drew Schofer [mailto:[email protected]] Sent: Tuesday, July 09, 2013 3:04 PM To: Black, Fran; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Stewart, Andrew; Kadrnka-Abramson, Colette Cc: Gus David Subject: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hey Guys, This shoots on Thursday this week and their attorney wants to have an executable agreement by tomorrow morning (EST). Please review with the additional comments and let me know what is acceptable.
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Allen, Louise
From: Barnes, BritianeySent: Tuesday, July 09, 2013 6:35 PMTo: Drew SchoferCc: Black, Fran; Allen, Louise; Luehrs, Dawn; Stewart, Andrew; Kadrnka-Abramson, Colette; Gus
DavidSubject: RE: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand ConcourseAttachments: Loc Agrmt - as revised 7-9-13.docx
The attached is approved by RM.
Britianey Barnes Sr. Analyst | P. 310.244.4241 | F. 310.244.6111 [email protected]
From: Drew Schofer [mailto:[email protected]] Sent: Tuesday, July 09, 2013 3:33 PM To: Barnes, Britianey Cc: Black, Fran; Allen, Louise; Luehrs, Dawn; Stewart, Andrew; Kadrnka-Abramson, Colette; Gus David Subject: Re: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Yes.
Drew Schofer 646.369.4191 mobile Sent from my typoPhone On Jul 9, 2013, at 6:14 PM, "Barnes, Britianey" <[email protected]> wrote:
Hi Drew – Is this our form they made changes to? Britianey Barnes Sr. Analyst | P. 310.244.4241 | F. 310.244.6111 [email protected]
From: Drew Schofer [mailto:[email protected]] Sent: Tuesday, July 09, 2013 3:04 PM To: Black, Fran; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Stewart, Andrew; Kadrnka-Abramson, Colette Cc: Gus David Subject: *** URGENT *** Fw: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hey Guys, This shoots on Thursday this week and their attorney wants to have an executable agreement by tomorrow morning (EST). Please review with the additional comments and let me know what is acceptable. Thanks! Drew Schofer
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KEY ASSISTANT LOCATION MANAGER / "BEWARE THE NIGHT" Screen Gems Productions Inc. / Sony Pictures c/o Kaufman Astoria Studios 34-12 36th Street, Suite 131 / Astoria, NY 11106 646.369.4191 [M] / 718.706.5095 [O] / 718.706.5050 [F]
Forwarded message:
From: James Lee <[email protected]> To: Drew Schofer <[email protected]> Date: Wednesday, July 3, 2013 6:35:10 PM Subject: Fwd: Beware the Night - M1695GC, LLC / 1695 Grand Concourse JAMES D LEE LOCATION MANAGER / "BEWARE THE NIGHT" Screen Gems Productions Inc. / c/o Kaufman Astoria Studios 34-12 36th Street, Suite 131 / Astoria, NY 11106 917.509.9217 [M] / 718.706.5095 [O] / 718.706.5050 [F]
---------- Forwarded message ---------- From: Tom Kalamotousakis <[email protected]> Date: Tue, Jun 11, 2013 at 5:32 PM Subject: RE: Beware the Night - M1695GC, LLC / 1695 Grand Concourse To: James Lee <[email protected]> Cc: Drew Schofer <[email protected]>, Nick Carr <[email protected]>, Gus David <[email protected]>
No problem. Thanks Thomas J. Kalamotousakis KARP & KALAMOTOUSAKIS, LLP Seven Penn Plaza 370 Seventh Avenue, Suite 720 New York, New York 10001 Tel: 212-564-1250 Fax: 212-564-1801 E-mail: [email protected] Website: www.kkllplaw.com <image001.jpg> ***************************************************************************************** The information contained in this electronic message is ATTORNEY PRIVILEGED and/or CONFIDENTIAL and intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, copy, or distribution of this communication is strictly prohibited. In such case, you should
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destroy this message and kindly notify the sender by reply e-mail. ****************************************************************************************** IRS CIRCULAR 230 Disclosure: To ensure compliance with requirements imposed by the IRS, please be aware that any U.S. federal tax advise contained in this communication (including any attachments or enclosures) is not intended or written to be used and cannot be used for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to any person. ******************************************************************************************* Please consider the environment before printing this e-mail
From: James Lee [mailto:[email protected]] Sent: Tuesday, June 11, 2013 4:44 PM To: Tom Kalamotousakis Cc: Drew Schofer; Nick Carr; Gus David Subject: Re: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hi Tom, Apologies for not getting back to you sooner. Kind of nuts here, I'll be reach out before week's end. Thanks for your patience. James D Lee | 917.509.9217 | via iPhone On Jun 11, 2013, at 4:42 PM, Tom Kalamotousakis <[email protected]> wrote:
**RESENT** Just following up on the status of this. Please advise. ************************************************** I have reviewed your responses with my client. Presuming that your reference to Section 8 was intended to refer to Section 9, we need to carve out instances where there is risk of material damage to the property or safety risks to its occupants. Otherwise, Owner will not interfere with operations and will be relegated to an action for damages. Similar qualifications need to be incorporated into Section 10. Section 14 needs to make reference to New York for purposes of venue and choice of law. The owner will accept your positions as to the balance of the issues, as indicated in your email. Thomas J. Kalamotousakis KARP & KALAMOTOUSAKIS, LLP Seven Penn Plaza 370 Seventh Avenue, Suite 720 New York, New York 10001 Tel: 212-564-1250 Fax: 212-564-1801 E-mail: [email protected] Website: www.kkllplaw.com <image001.jpg> ***************************************************************************************** The information contained in this electronic message is ATTORNEY PRIVILEGED and/or CONFIDENTIAL and intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, copy, or distribution of this communication is strictly prohibited. In such case, you should
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destroy this message and kindly notify the sender by reply e-mail. ****************************************************************************************** IRS CIRCULAR 230 Disclosure: To ensure compliance with requirements imposed by the IRS, please be aware that any U.S. federal tax advise contained in this communication (including any attachments or enclosures) is not intended or written to be used and cannot be used for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to any person. ******************************************************************************************* Please consider the environment before printing this e-mail
From: James Lee [mailto:[email protected]] Sent: Thursday, June 06, 2013 5:50 PM To: Tom Kalamotousakis Cc: Drew Schofer; Nick Carr; Gus David Subject: Fwd: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hi Tom, Attached are our Legal & Risk Management departments comments on your requested changes. Please let me know if you'd like to discuss. Thanks very much, I look forward to working with you. JAMES D LEE LOCATION MANAGER / "BEWARE THE NIGHT" Screen Gems Productions Inc. / c/o Kaufman Astoria Studios 34-12 36th Street, Suite 131 / Astoria, NY 11106 917.509.9217 [M] / 718.706.5095 [O] / 718.706.5050 [F] ---------- Forwarded message ---------- From: Kadrnka-Abramson, Colette <[email protected]> Date: Thu, Jun 6, 2013 at 1:21 PM Subject: RE: Beware the Night - M1695GC, LLC / 1695 Grand Concourse To: James Lee <[email protected]>, Drew Schofer <[email protected]> Cc: Nick Carr <[email protected]>, Gus David <[email protected]>, "Allen, Louise" <[email protected]>, "Luehrs, Dawn" <[email protected]>, "Barnes, Britianey" <[email protected]>, "Black, Fran" <[email protected]>, "Zechowy, Linda" <[email protected]>, "Stewart, Andrew" <[email protected]>, "Pina, Jill" <[email protected]> And my comments to 1694 Walton (aka 1695 Grand Concourse) Section 1 no change Section 4 if James/Drew feel that the dates for this location wont change then OK. Section 5b no change Section 7 no change Section 8 no change Section 10 no change Section 12 ‐ OK to change two business days to five business days (not 7). But no change to last sentence Section 13 must keep as is but see language insert from Risk Management to Section 13 and Schedule A Section 14 no change Section 16 OK
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LOCATION AGREEMENT “BEWARE THE NIGHT”
This agreement (“Agreement”) is made between SCREEN GEMS PRODUCTIONS, INC. (“Producer”) and M1695GC, LLC (“Owner”) as of July 8th
1.
, 2013.
PERMISSION
2.
: Owner hereby irrevocably grants to Producer (and its successors, assignees, licensees, employees, agents, independent contractors and suppliers, all of whom are included in the term “Producer” for purposes of entry upon and use of the “Property”, as defined in Paragraph 2 below) permission to enter upon, photograph, record and use the Property (either accurately, simulated, in combination with other sets and/or locations and/or otherwise) for the periods set forth in Paragraph 4. below, and to bring all necessary personnel, equipment, vehicles and temporary sets onto the Property, for the purpose of making still and motion pictures and sound recordings of, on and/or about the Property. Further, Owner grants permission to replicate said Property (if applicable) by constructing a set at a separate location, duplicating all or any part of the Property for the purpose of completing Producer’s scheduled work, or for filming retakes, added scenes, advertisements or promotion, refer to the Property or any part thereof by any fictitious name, and to attribute any fictitious events as occurring on the Property.
PROPERTY
3.
: “Property” means that certain real property located at and described as follows: 1694 Walton Avenue (a/k/a 1695 Grand Concourse), Bronx, NY 10453 including, without limitation, all interior and exterior areas, utilities, buildings and other structures of the Property, real and personal property, displays, and signs located in, on and/or about the Property, and Owner’s name, logo, trademark, service mark and/or slogan, as depicted in, on, and/or about the Property and other identifying features thereof.
SCOPE OF USE
4.
: Producer shall have the right during the periods set forth in Paragraph 4 below to use any or all of the Property as follows to film Walton Avenue façade and building entrance.
DATES: The Property shall be available for use by Producer commencing THURSDAY, JULY 11TH 2013 and continuing until approximately 7FRIDAY MORNING, JULY 12TH
5.
2013, inclusive (“Dates”). If Producer requires use of the Property prior or subsequent to the foregoing dates, then Producer may so use the Property subject only to the payment of additional fees computed on a pro rata basis with respect to the sums payable pursuant to Paragraph 5(a) below.
FEES
(a) As complete and full payment for all of the rights granted to Producer hereunder, Producer shall pay to Owner the total amount of $4,000 (four thousand dollars) (“Fee”), payable:
:
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i. $1,000 (one thousand dollars) upon the signature of this Agreement by the parties;
ii. $3,000 (three thousand dollars) upon the commencement of photography on the Property; and
iii. Any balance due upon completion of dismantlement of Producer’s set. No fees shall be payable for any day unless the Property is actually used by Producer.
(b) If Producer requires use of the Property for additional use including, without limitation, to photograph retakes or other scenes, Owner shall permit Producer to re-enter upon and again use the Property for such purpose. The dates for such additional use shall be subject to Owner’s approval, which approval Owner shall not unreasonably withhold. If Producer uses the Property for additional filming, Producer shall pay Owner (according to the schedule in Paragraph 5(a) above) $4,000 (four thousand dollars) per day for which Producer uses the Property.
(c) Producer may, at any time prior to twelve (12) hours before commencement of the Dates specified in Paragraph 4 hereof, elect not to use the Property by giving Owner notice of such election, in which case neither party shall have any further obligation to the other.
6. PRODUCER'S WARRANTIES
7.
: Producer agrees to remove all equipment and temporary sets after completion of its use of the Property and to leave the Property in as good condition as when entered upon by Producer, reasonable wear and tear excepted. Signs on the Property may be removed or changed, but if removed or changed such signs shall be replaced.
FORCE MAJEURE
8.
: If because of illness of actors, director or other essential artists and crew, weather conditions, defective film or equipment or any other occurrence beyond Producer’s control, Producer is unable to start work on the Dates designated above and/or work in progress is interrupted during use of the Property by Producer, then Producer shall have the right to use the Property at a later date to be mutually agreed upon and/or to extend the period set forth in Paragraph 4, without payment of additional fees to Owner.
RIGHTS: All rights of every kind and nature whatsoever in and to all still and motion pictures and sound recordings made hereunder in connection with use of the Property by Producer shall be and remain the sole and exclusive property of Producer, including, without limitation, the perpetual and irrevocable right and license to use and re-use said photography and/or said sound recordings in connection with any motion pictures as Producer shall elect, in, and in connection with, advertising, publicizing, exhibiting and exploiting such motion pictures, in any manner whatsoever and at any time by all means, media, devices, processes and technology now or hereafter known or devised in
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perpetuity throughout the universe. Neither Owner nor any other party now or hereafter claiming an interest in the Property and/or interest through Owner shall have any right of action against Producer or any other party arising from or based upon any use or exploitation of said photography and/or said sound recordings, whether or not such use is or is claimed to be defamatory, untrue or censorable in nature.
9. USAGE
10.
: Producer is not obligated to actually use the Property or to include any of said photography and/or said sound recordings in any motion picture. Owner may not terminate or rescind the permission granted to Producer hereunder to use and photograph the Property. In the event of any claim by Owner against Producer, whether or not material, Owner shall be limited to Owner’s remedy by arbitration for damages, if any, and Owner shall not be entitled to enjoin, restrain or interfere with use of the Property as provided in this Agreement or with the advertising, publicizing, exhibiting or exploitation of said photography and/or said sound recordings or any of Producer’s rights hereunder. Owner acknowledges and agrees that the Property is a primary location for use by Producer as part of the photography of a motion picture, and that any interference with use thereof by Producer shall cause Producer substantial monetary and other damage which cannot be adequately compensated in an action for monetary damages. Accordingly, without limiting any other right or remedy of Producer, Owner agrees that Producer shall be entitled to injunctive and other equitable relief to prevent any interference with use of the Property by Owner hereunder. This provision shall not be applicable to circumstances where there is risk of material damage to the premises or safety risks to it’s occupants.
OWNER’S REMEDIES
11.
. The rights and remedies of Owner in the event of any breach by Producer of this Agreement shall be limited to Owner’s right to recover damages, if any, in an action at law, and Owner waives any right or remedy in equity, including without limitation any right 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, exhibition or other exploitation of the above-referenced motion picture or any parts or elements thereof or the use, publication or dissemination of any advertising in connection therewith. This provision shall not be applicable to circumstances where there is risk of material damage to the premises or safety risks to it’s occupants.
OWNER’S WARRANTIES: Owner represents, warrants and agrees that: Owner is the sole and exclusive legal owner of the Property and has the full right, power and authority to grant Producer the rights granted to Producer hereunder; Owner will take no action nor allow or permit or authorize any third party to take any action which might interfere with Producer’s full use and quiet enjoyment of the Property in accordance with the terms hereof; Owner will maintain the Property in useable condition for all uses by Producer contemplated hereunder; and it is not necessary for Producer to obtain the consent or permission of, or to pay any amounts to, any person,
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firm or corporation in order to enable Producer to enjoy the full rights to the use of the Property as described herein.
12. INDEMNITY/INSURANCE
Owner agrees to indemnify and hold Producer harmless from and against any and all claims, demands, liabilities, damages, losses and/or expenses, including, without limitation, reasonable outside attorney's fees and costs arising from or in connection with any breach of any of Owner's representations, warranties or agreements set forth herein and/or any negligence of willful misconduct on Owner's part. Owner agrees to maintain liability and property damage insurance covering the Property in customary and adequate levels.
: Producer will use reasonable care to prevent damage to the Property and agrees to indemnity and hold Owner harmless from and against any and all claims, demands, liabilities, damages losses and/or expenses (including, without limitation, reasonable outside attorney's fees and costs) arising from or in connection with any material breach of any of Producer's representations, warranties or agreements set forth herein and/or any gross negligence or willful misconduct on Producer's part caused directly by Producer's use of the Property. Producer shall maintain commercial general liability insurance in an amount no less than One Million Dollars ($1,000,000) and shall include Owner as an additional insured.
Owner shall be required to submit in writing to Producer a detailed list of any and all damages to the Property that Owner alleges Producer caused (“Claim”). Such Claim shall be submitted to Producer within fivetwo (52) business days after the later of expiration of the Dates or upon completion of use of the Property by Producer (including any additional use). Owner shall then authorize Producer’s representatives entry onto the Property to inspect and assess the damages pursuant to the Claim. If Producer acknowledges responsibility for said damages, Producer shall be given the opportunity to either correct the damage or make restitution in a timely manner. Owner shall not enter into any settlement related to this Agreement without Producer's prior written consent.
13. RELEASE OF CLAIMS
14.
: 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 Owner, within 2 business days after Producer leaving the Property, informs Producer in writing of any damage to the Property and/or restoration not completed to Owner’s reasonable satisfaction. Unless the foregoing timely notice is given to Producer, Owner hereby agrees to promptly sign and deliver to Producer the release attached hereto as Schedule “A.”, provided that Producer shall not be released from claims of personal injury of which Owner is first notified after expiration of the two days.
ARBITRATION: Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding
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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 the American Arbitration Association or JAMS/Endispute. The prevailing party in any such proceeding shall be entitled to recover, from the losing party, its reasonable attorneys’ fees and costs.
15. LIMITATION OF DAMAGES
16.
: In no event will any party hereto be liable for or have any obligation to pay to the other consequential and/or incidental and/or special and/or punitive damages, all of which are expressly excluded, and the parties hereby waive any right to recover any such damages from the other.
MISCELLANEOUS
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.
: This Agreement is the entire agreement of the parties and shall replace and supersede all prior arrangements, either oral or written, as to the subject matter hereof. This Agreement cannot be modified or canceled except by written instrument signed by both parties. In the event of any dispute hereunder, the courts of New York State shall have jurisdiction over all such disputes. This Agreement shall be interpreted in accordance with the laws of the State of New York and the United States of America applicable to contracts made and performed entirely in New York. Owner acknowledges that it has not entered into this Agreement in reliance upon any representation (written or oral, express or implied) of Producer not contained herein. Owner agrees that Producer may assign this Agreement and its rights hereunder to any third party. This Agreement shall inure to the benefit of and be binding upon the parties’ respective successors, licensees and assignees. Paragraph headings are for convenience only and are of no legal force or effect whatsoever.
ACCEPTED AND AGREED TO:
(“Owner”)
SCREEN GEMS PRODUCTIONS, INC. (“Producer”) By: Title:
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SCHEDULE “A” LOCATION RELEASE
SCREEN GEMS PRODUCTIONS, INC. (“Producer”)
Re: “BEWARE THE NIGHT” (“Picture”)
Ladies/Gentlemen:
In connection with that certain location agreement entered into between the undersigned and Producer, Producer was granted the right to enter upon the undersigned’s property located at 1694 Walton Avenue aka 1695 Grand Concourse, Bronx NY, in connection with the filming of the above-referenced motion picture. The undersigned acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to the undersigned’s satisfaction, and the undersigned releases Producer, its parents, subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns (the "Indemnitees"), from any and all known claim, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which the undersigned, and/or the undersigned’s successors and assigns, ever had at any time in the past, or now has or hereafter may have against the Indemnitees, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing the undersigned’s property, provided that Company shall not be released from claims of personal injury of which the undersigned sis first notified after execution of this Release.
.
The undersigned, and the undersigned’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 statues and principles of common law of any of the States of the United States, or any political entity or nation, that may govern this release and are comparable, equivalent or similar to Section 1542.
Very truly yours,
(Signature)
(PRINT)
Formatted: Space After: 0 pt
Page 7 of 7
(DATE)
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Allen, Louise
From: Kadrnka-Abramson, ColetteSent: Thursday, June 06, 2013 1:21 PMTo: James Lee; Drew SchoferCc: Nick Carr; Gus David; Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Black, Fran; Zechowy,
Linda; Stewart, Andrew; Pina, JillSubject: RE: Beware the Night - M1695GC, LLC / 1695 Grand ConcourseAttachments: M1695GC LLC - BTN (RM) .pdf
And my comments to 1694 Walton (aka 1695 Grand Concourse) Section 1 – no change Section 4 – if James/Drew feel that the dates for this location won’t change then OK. Section 5b – no change Section 7 – no change Section 8 – no change Section 10 – no change Section 12 ‐ OK to change two business days to five business days (not 7). But no change to last sentence Section 13 – must keep as is but see language insert from Risk Management to Section 13 and Schedule A Section 14 – no change Section 16 – OK
From: Allen, Louise Sent: Thursday, June 06, 2013 8:11 AM To: James Lee; Kadrnka-Abramson, Colette; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Black, Fran; Stewart, Andrew; Pina, Jill Cc: Drew Schofer; Nick Carr; Gus David Subject: RE: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Here are Risk Mgmt’s only two comments to the changes; we defer to Colette/Legal on all the other changes made by the vendor.
The last line of paragraph 12 should remain in the agreement. Our insurance will not respond to a settlement which we have not approved.
We need to have a release of property damage claims, though we can exclude personal injury claims. Also, we can increase the time period in which to give notice of property damage. However, it is too difficult to determine the proximate cause of property damage if we don’t receive notice until several months after we leave the premises. The highlighted wording may be added to paragraph 13 and to Schedule A.
Changes to Section 13. Release of Claims: 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 Owner, within ten (10) business days after Producer leaving the Property, informs Producer in writing of any damage to the Property and/or restoration not completed to Owner's reasonable satisfaction. Unless the foregoing timely notice is given to Producer, Owner hereby agrees to promptly sign and deliver to Producer the release attached hereto as Schedule "A", provided that Producer shall not be released from claims of personal injury of which Owner is first notified after expiration of the ten (10) days.
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Changes to Schedule "A": In connection with that certain location agreement entered into between the undersigned and Producer, Producer was granted the right to enter upon the undersigned's property located at ____________________________ in connection with the filming of the above-referenced motion picture. The undersigned acknowledges that Producer has fully vacated the property, without damage thereto, and/or has restored the property to the undersigned's satisfaction, and the undersigned releases Producer, its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns, from any and all claims, demands, actions, causes of action, suits, contracts, promises, damages, judgments, obligations and liabilities of every kind which the undersigned, and/or the undersigned's successors and assigns, ever had at any time in the past, now has or hereafter may have against Producer, its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives and assigns, whether known or unknown, due to any cause based upon, arising from or relating to the filming done by Producer utilizing the undersigned's property, provided that Producer shall not be released from claims of personal injury of which the undersigned is first notified after execution of this Release.
Louise Allen Risk Management T: (519) 273‐3678
From: James Lee [mailto:[email protected]] Sent: Thursday, June 06, 2013 10:32 AM To: Kadrnka-Abramson, Colette; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Allen, Louise; Black, Fran; Stewart, Andrew; Pina, Jill Cc: Drew Schofer; Nick Carr; Gus David Subject: Beware the Night - M1695GC, LLC / 1695 Grand Concourse Hello all, Comments from the attorney representing a building we plan to shoot Monday July 8. Perhaps a couple lights inside the building, background coming out the front door, but camera and principal actors never go inside. Photo attached for reference. JAMES D LEE LOCATION MANAGER / "BEWARE THE NIGHT" Screen Gems Productions Inc. / c/o Kaufman Astoria Studios 34-12 36th Street, Suite 131 / Astoria, NY 11106 917.509.9217 [M] / 718.706.5095 [O] / 718.706.5050 [F]
---------- Forwarded message ---------- From: Tom Kalamotousakis <[email protected]> Date: Wed, Jun 5, 2013 at 5:40 PM Subject: Beware the Night Location Agreement & Insurance Cert- 1695 Grand Course, BX, NY To: [email protected]
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Attached hereto, please find a markup of the proposed location agreement.
Thomas J. Kalamotousakis
KARP & KALAMOTOUSAKIS, LLP Seven Penn Plaza 370 Seventh Avenue, Suite 720 New York, New York 10001 Tel: 212-564-1250 Fax: 212-564-1801 E-mail: [email protected] Website: www.kkllplaw.com
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LOCATION AGREEMENT
"BEWARE THE NIGHT"
This agreement ("Agreement") is made between SCREEN GEMS PRODUCTIONS, INC. ("Producer") and M1695GC, LIC ("Owner") as of May 24, 2013.
1. PERMISSION: Owner hereby ir4y grants to Producer (and its successors,
assignees, licensees, employees, agents, independent contractors and suppliers, all of
whom are included in the term "Producer" for purposes of entry upon and use of the
"Property", as defined in Paragraph 2 below) permission to enter upon, photograph,
record and use the Property (either accurately, simulated, in combination with other
sets and/or locations and/or otherwise) for the periods set forth in Paragraph 4. below,
and to bring all necessary personnel, equipment, vehicles and temporary sets onto the
Property, for the purpose of making still and motion pictures and sound recordings of,
on and/or about the Property. Further, Owner grants permission to replicate said
Property (if applicable) by constructing a set at a separate location, duplicating all or any
part of the Property for the purpose of completing Producer’s scheduled work, or for
filming retakes, added scenes, advertisements or promotion, refer to the Property or
any part thereof by any fictitious name, and to attribute any fictitious events as
occurring on the Property.
2. PROPERTY: "Property" means that certain real property located at and described as
follows: 1694 Walton Avenue (a/k/a 1695 Grand Concourse), Bronx, NY 10453
including, without limitation, all interior and exterior areas, utilities, buildings and other
structures of the Property, real and personal property, displays, and signs located in, on
and/or about the Property, and Owner’s name, logo, trademark, service mark and/or
slogan, as depicted in, on, and/or about the Property and other identifying features thereof.
3. SCOPE OF USE: Producer shall have the right during the periods set forth in Paragraph 4
below to use any or all of the Property as follows to film Walton Avenue façade and building entrance.
4. DATES: The Property shall be available for use by Producer commencing
Monday July 8, 2013, and continuing until ap @4y Tuesday morning July 9, 2013, inclusive ("Dates"). If Producer requires use of the Property prior or subsequent to the
foregoing dates, then Producer may so use the Property subject only to the payment of
additional fees computed on a pro rata basis with respect to the sums payable pursuant
to Paragraph 5(a) below.
5. FEES:
(a) As complete and full payment for all of the rights granted to Producer
hereunder, Producer shall pay to Owner the total amount of $4,000 (four thousand dollars) ("Fee"), payable:
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$1,000 (one thousand dollars) upon the signature of this Agreement by the partiesj y I/.~/i. LI /)?.. n Y-
ii. $3,000 (three thousand dollars) upon the commencement of photography on the Property; and
iii. Any balance due upon completion of dismantlement of Producer’s set. No fees shall be payable for any day unless the Property is actually used by Producer.
(b) If Producer requires use of the Property for additional use including, without
limitation, to photograph retakes or other scenes, Owner shall permit Producer to re-enter upon and again use the Property for such purpose. The dates for such additional use shall be subject to Owner’s approval, which approval Owner shall not unreasonably withhold.
Producer shall pay Owner (according to the schedule in Paragraph 5(a) above) $4,000 (four thousand dollars) per day for which Producer uses the Property.
(c) Producer may, at any time prior to twelve (12) hours before commencement of
the Dates specified in Paragraph 4 hereof, elect not to use the Property by giving
Owner notice of such election, in which case neither party shall have any further obligation to the other.
6. PRODUCER’S WARRANTIES: Producer agrees to remove all equipment and temporary sets after completion of its use of the Property and to leave the Property in as good condition as when entered upon by Producer, reasonable wear and tear excepted. Signs
on the Property may be removed or changed, but if removed or changed such signs shall be replaced.
7. FORCE MAJEURE: If because of illness of actors, director or other essential artists and crew, weather conditions, defective film or equipment or any other occurrence beyond
Producer’s control, Producer is unable to start work on the Dates designated above
then Producer shall have the right to use the Property at a later date to be mutually agreed
upon and/or to extend the period set forth in Paragraph 4, without payment of additional fees to Owner.
8. RIGHTS: All rights of every kind and nature whatsoever in and to all still and motion
pictures and sound recordings made hereunder in connection with use of the Property
by Producer shall be and remain the sole and exclusive property of Producer, including, without limitation, the perpetual and irrevocable right and license to use and re-use said
photography and/or said sound recordings in connection with any motion pictures as Producer shall elect, in, and in connection with, advertising, publicizing, exhibiting and
exploiting such motion pictures, in any manner whatsoever and at any time by all means, media, devices, processes and technology now or hereafter known or devised in
Page 2 of
perpetuity throughout the universe. Neither Owner nor any other party now or
hereafter claiming an interest in the Property and/or interest through Owner shall have
any right of action against Producer or any other party arising from or based upon any use or exploitation of said photography and/or said sound recordings, whether or not such use is or is claimed to be defamatory, untrue or censorable in nature.
USAGE: Producer is not obligated to actually use the Property or to include any of said photography and/or said sound recordings in any motion picture. Owner may not
terminate or rescind the permission granted to Producer hereunder to use and
photograph the Property. In the event of any claim by Owner against Producer, whether or not
e&aiaid Owner shall not be entitled to enjoin, restrain or interfere with5.
the advertising, publicizing, exhibiting or exploitation of said photography and/or said sound recordings or any of
Producer’s rights hereunder. Owner acknowledges and agrees that the Property is a primary location for use by Producer as part of the photography of a motion picture, and that any interference with use thereof by Producer shall cause Producer substantial
monetary and other damage which cannot be adequately compensated in an action for monetary damages. Accordingly, without limiting any other right or remedy of
Producer, Owner agrees that Producer shall be entitled to injunctive and other equitable relief to prevent any interference with use of the Property by Owner hereunder.
10. ’S REM PES. The rights medies Owner the event of any breach by tker o ment sh e urn ed to ner’s i it to reco er amages, if any,
in n actio at w, d Ow r wai es a ed I in ty, inc di o Ii itatio an rg o te ate o resci i a reem y rig t grante to
oduc h e n er, o to enjoin r res erwi e im air i a n the r du tio , ds ribut on, on or other ploitatio f the abov -re rence
yrts or eleme thereof or the use, publication or dissemination a ng in
11. OWNER’S WARRANTIES: Owner represents, warrants and agrees that: Owner is the sole and exclusive legal owner of the Property and has the full right, power and
authority to grant Producer the rights granted to Producer hereunder; Owner will take no action nor allow or permit or authorize any third party to take any action which might interfere with Producer’s full use and quiet enjoyment of the Property in
accordance with the terms hereof; Owner will maintain the Property in useable condition for all uses by Producer contemplated hereunder; and it is not necessary for Producer to obtain the consent or permission of, or to pay any amounts to, any person,
firm or corporation in order to enable Producer to enjoy the full rights to the use of the Property as described herein.
12. INDEMNITY/INSURANCE: Producer will use reasonable care to prevent damage to the Property and agrees to indemnity and hold Owner harmless from and against any and
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all claims, demands, liabilities, damages losses and/or expenses (including, without
limitation, reasonable outside attorney’s fees and costs) arising from or in connection
with any material breach of any of Producer’s representations, warranties or
agreements set forth herein and/or any gross negligence or willful misconduct on
Producer’s part caused directly by Producer’s use of the Property. Producer shall
maintain commercial general liability insurance in an amount no less than One Million
Dollars ($1,000,000) and shall include Owner as an additional insured.
Owner agrees to indemnify and hold Producer harmless from and against any and all
claims, demands, liabilities, damages, losses and/or expenses, including, without
limitation, reasonable outside attorney’s fees and costs arising from or in connection
with any breach of any of Owner’s representations, warranties or agreements set forth
herein and/or any negligence of willful misconduct on Owner’s part. Owner agrees to
maintain liability and property damage insurance covering the Property in customary and adequate levels.
Owner shall be required to submit in writin Producer a detailed list of any and all damages to the Property that Owner alle4s Producer caused ("Claim"). Such Claim
shall be submitted to Producer with int4 business days after the later of expiration
of the Dates or upon completion of use of the Property by Producer (including any
additional use). Owner shall then authorize Producer’s representatives entry onto the
Property to inspect and assess the damages pursuant to the Claim. If Producer
acknowledges responsibility for said damages, Producer shall be given the opportunity
to either correct the damage or make restitution in a timely manner. $ne_1’r11Fibt - 7
13. RELEASE OF C
II n
vaated the P
Property
informs Prod
completed to
given to Prod
release attach
lMS: After Pro er has compl s work at the rop storation, i ny, P d
V
h be d med to h e fully perty an shall be any and all oblig ions in co
less 0 ner, within days af r Pro cer Ieaving r in writing of a to the Prop rty and/or r
wn r’s reasonable n. Unle he foregoing t
er Owner hereby agrees to promptly sign and deliver
/r
t . I ereto as Schedule "A."
ty, including
md propejr
nection,ith
he PØ’perty,
to~tion not 4’y notice is
roducer the
this Agreemen)(fts
/nding
or,&iiding
rator, in
tor shall
then by
on or atiitled to
14. ARB/TRATION: controversy or rising out of or relat enbrceme , arbitr bility or i erpretati n shall be su itted ti
aritrati , to be hVinLo ngeles Co nty, Califor , before a aftordÆnce with Cal of Civil P ocedure 1280 et seq.
le sØected by mutu nt of the arties or, if the parties ca
tri)ing from a list s supplie by t American Arbitn/J1MS/Endispute. I g party i a such proceeding
fycover, from the losing party, its reasonab ttorneys’ fees and cos
Page 4of5
15. LIMITATION OF DAMAGES: In no event will any party hereto be liable for or have any
obligation to pay to the other consequential and/or incidental and/or special and/or
punitive damages, all of which are expressly excluded, and the parties hereby waive any
right to recover any such damages from the other.
16. MISCELLANEOUS: This Agreement is the entire agreement of the parties and shall
replace and supersede all prior arrangements, either oral or written, as to the subject
matter hereof. This Agreement cannot be modified or canceled except by written
instrument signed by both parties. In the event of any dispute hereunder, the courts of
IV ZL. .- e& Ge 4+.ia shall have jurisdiction over all such disputes. This
Agreement shall be interpreted in accordance with the laws of the State of eMeia \JQ/ /7’(
and the United States of America applicable to contracts made and performed entirely
in G4ifnia. Owner acknowledges that it has not entered into this Agreement in
A / reliance upon any representation (written or oral, express or implied) of Producer not w contained herein. Owner agrees that Producer may assign this Agreement and its rights
hereunder to any third party. This Agreement shall inure to the benefit of and be
binding upon the parties’ respective successors, licensees and assignees. Paragraph
headings are for convenience only and are of no legal force or effect whatsoever.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.
ACCEPTED AND AGREED TO:
SCREEN GEMS PRODUCTIONS, INC.
("Producer")
By:
("Owner")
Title:
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