On Fri, Feb 1, 2013 at 8:51 PM, Barnes, Britianey wrote:

Transcription

1 Allen, Louise From: Sent: To: Cc: Subject: Allen, Louise Monday, February 04, :26 PM 'Brittany Rostron'; Barnes, Britianey Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Spector, Jon; RE: MJFP: Tishman Speyer-I/E. NEWS STATION Brittany please a signed copy of the agreement for our files. Thank you, Louise From: Brittany Rostron [mailto:brittanyrostron@gmail.com] Sent: Friday, February 01, :55 PM To: Barnes, Britianey Cc: Carretta, Annemarie; Allen, Louise; Luehrs, Dawn; Zechowy, Linda; cklint@gmail.com; JKupfer@aol.com; laurabens@gmail.com; hlarrysmith@gmail.com; Spector, Jon; Bidner@aol.com Subject: Re: MJFP: Tishman Speyer-I/E. NEWS STATION Thanks, Britianey! Have a good weekend! On Fri, Feb 1, 2013 at 8:51 PM, Barnes, Britianey <Britianey_Barnes@spe.sony.com> wrote: Brittany Please see the attached cert. Britianey P F britianey_barnes@spe.sony.com From: Carretta, Annemarie Sent: Friday, February 01, :40 PM To: Allen, Louise; 'brittanyrostron@gmail.com'; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey Cc: 'cklint@gmail.com'; 'JKupfer@aol.com'; 'laurabens@gmail.com'; 'hlarrysmith@gmail.com'; Spector, Jon; 'Bidner@aol.com' Subject: Re: MJFP: Tishman Speyer-I/E. NEWS STATION 1

2 This agreement is approved with risk managements changes. Best, Annemarie From: Allen, Louise To: Brittany Rostron Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Carretta, Annemarie Cc: Spector, Jon; Tyson Bidner Sent: Fri Feb 01 14:20: Subject: RE: MJFP: Tishman Speyer-I/E. NEWS STATION See comments from Risk Mgmt. Please wait for additional comments from Annemarie. It s a pretty good agreement so my changes are mostly minor though we do have to include a reference to our excess/umbrella policy to reach the liability limits sought. Britianey will have to issue the cert. Production note paragraph 7. Also, note that the liability of the vendor is limited in paragraph 14 to the vendor s financial interest in the Center. We typically try to remove that provision from contracts but it s ultimately a business decision for the production exec as to whether he/she is comfortable with that limitation. Presumably this is a high value premises though I have no idea what the vendor s financial interest in the premises is. Thanks, Louise From: Brittany Rostron [mailto:brittanyrostron@gmail.com] Sent: Friday, February 01, :04 PM To: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Allen, Louise; Carretta, Annemarie Cc: cklint@gmail.com; JKupfer@aol.com; laurabens@gmail.com; hlarrysmith@gmail.com; Spector, Jon; Tyson Bidner Subject: MJFP: Tishman Speyer-I/E. NEWS STATION Hello everyone, Apologies for the duplicate . The previous was sent under the subject heading of yesterday's and I want to make sure everyone realizes this is for a new location for tomorrow's shoot. 2

3 Once again, please find attached the agreement for tomorrow's shoot at 30 Rockefeller Center from Tishman Speyer. You might already be familiar with this company's agreement since films shoot on their properties often, including for MEN IN BLACK 3 at the Chrysler Building. Please let us know any revisions or comments. Pete DiFolco will also be sending along their certificate of insurance request for risk management. Thanks, Brittany - -- Brittany Rostron Location Coordinator MICHAEL J. FOX PROJECT Topanga Productions, Inc. c/o Silvercup Studios nd St, 3rd FL Long Island City, NY T: F: brittanyrostron@gmail.com -- Brittany Rostron Location Coordinator MICHAEL J. FOX PROJECT Topanga Productions, Inc. c/o Silvercup Studios nd St, 3rd FL Long Island City, NY

4 RCPI LANDMARK PROPERTIES, L.L.C. c/o Tishman Speyer 45 Rockefeller Plaza New York, New York As of February 2, 2013 Topanga Productions, Inc. Re: Michael J. Fox Project Filming at Rockefeller Center (the Center ) Ladies and Gentlemen: We refer to your request for a non-exclusive license to access and use the portions of the South Plaza Street between 48 th and 49 th Streets (the Location ) at Rockefeller Center, on February 2, 2013 between the hours of 11:00 AM and 2:00 PM in connection with the filming (the Filming ) of a television show currently titled The Michael J. Fox Project (the Show ). In connection with the Filming, you have also requested use of the street level retail space located on 48 th Street between Fifth Avenue and Rockefeller Plaza (formerly occupied by Kinokuniya Bookstore) (the Holding Area ) for holding the cast and crew. You shall have the ability to access and use the Holding Area beginning at 6:00 AM and ending at 6:00 PM on Saturday February 2, It is our understanding that the Filming will involve the use and placement of the equipment more particularly described on Exhibit A annexed hereto (such equipment together with all other property utilized at the Filming is referred to herein as the Equipment ) and approximately a 100 person crew, (the Crew ). It is also our understanding that you will begin setting up the Equipment no earlier than 11:00 AM on Saturday, February 2, All Equipment will be removed from the Center beginning immediately after the conclusion of the Filming and such load out will be completed by no later than 1:30 PM on Saturday, February 2, In connection with this license, you will pay us a location fee of $15,000 (the Fee ) which will be paid upon your execution and delivery of this agreement. In the event the Filming is not concluded by 1:30 PM, you shall pay us an additional $2,500 for each 30 minutes you remain on the Location after such time. LGL\ v2 RM

5 -2- We are pleased to grant you our consent to conduct the Filming on the following conditions: 1. Adequate and competent personnel and supervision will be furnished by you and your contractors, vendors and service providers for all phases of the activities performed by you at the Center (including, without limitation, the set-up, handling and operation of the Equipment, and the break-down and removal of the Equipment) during the Filming and that all necessary precautions will be observed by you, your employees, contractors, vendors and service providers and the Crew in order to avoid any damage to property or injury to persons. 2. We do not have any obligation to perform any work or otherwise prepare the Location or any other portion of the Center for your use. You will not make any installations, improvements, additions or other physical changes in or about the Center nor shall you connect any of the Equipment to any Center systems without in each case our prior approval. You agree, at your sole cost and expense, to have an electrician (approved and/or provided by us) on stand-by at all times along with additional security during the Filming. The cost for an electrician is $205 per hour, and the cost for additional security is $110 per guard per hour. 3. No representation or warranty is made or implied by us as to the condition or fitness for use of the Location in connection with the Filming, or of any facilities, material or equipment which, if requested by you or your employees, contractors, vendors or service providers, may be furnished by us or our agents, employees or contractors. 4. All laws, rules, regulations and orders of any federal, state or municipal authority applicable to the use of the Location for the Filming shall be complied with by you and your employees, contractors, vendors and service providers, and that neither we nor our agents, employees or contractors shall have any responsibility for the securing of any police or other permits or consents which may be required. Neither we nor our agents, employees or contractors shall have any responsibility to provide access to or through any space in the Center which may be under lease by us to others. You, your employees, contractors, vendors and service providers and the Crew will comply with any and all reasonable rules and regulations which we may prescribe to secure the safety, comfort or convenience of persons occupying or visiting the Center and the protection of the Center, the Location and property located therein. 5. The Crew and all employees, contractors, vendors and service providers employed by you shall be only such as in our reasonable opinion will work in harmony with other contractors, vendors and service providers performing work or providing services at the Center and that all labor employed in connection with the Filming shall be employed under arrangements conforming to usual and customary employment practices of the entertainment industry, including all union and guild affiliations deemed necessary by you. 6. All Equipment to be brought into or kept upon the Location and/or the Center by you or any of your employees, contractors, vendors and service providers shall be removed promptly upon the conclusion of the Filming, and we shall not have any responsibility whatsoever for the security or care of any of the Equipment at any time. You

6 -3- shall repair all damage to the Location and/or the Center resulting from the conduct of the Filming, unless and to the extent any such damage arises out of our negligence or intentional misconduct. 7. (a) You, recognizing that the Center has been developed and is maintained as a location for an outstanding type of business occupancy, and as an additional inducement to us to enter into this agreement, agree that your use of film, photographs or videotape made in, at or from the Center will not contain any matter that is obscene or libelous, violates any person s right of privacy, or derogates from the public image or reflects unfavorably upon the Center, RCPI Landmark Properties, L.L.C., Tishman Speyer Properties, L.P. ( TSP ) or any of their affiliates. We may, at our option, have a representative present at the Filming. (b) Any publicity and advertising material that is generated from you, insofar as it relates to or concerns the Center (other than as incidental background use), RCPI Landmark Properties, L.L.C., TSP or any of their affiliates, shall be subject to our prior written approval. 8. You shall reimburse us for all reasonable costs and expenses which may be incurred by us (a) for any material or services we may furnish upon request of you, your employees, contractors, vendors or service providers or any member of the Crew (including, but not limited to, the costs associated with our provision of electricians and security) or (b) as a result of any breach by you, your employees, contractors, vendors or service providers or any member of the Crew of any of the terms or conditions of this Agreement. We shall provide you with reasonably detailed backup information relating to any such costs and expenses. 9. You hereby agree to indemnify RCPI Landmark Properties, L.L.C.RCPI Landmark Properties, L.L.C., Tishman Speyer Properties, L.P., Tishman Speyer Properties, Inc., and their employees, agents, trustees, beneficiaries, directors, partners, subsidiaries, affiliates, assigns and successors, and save us and them harmless from and with respect to, any and all claims, demands, suits, liabilities, losses and expenses (including, without limitation, reasonable outside attorneys fees and disbursements) incurred (and reasonably substantiated) in the defense of any legal action for or by reason of any injury or death to persons or damage to property or otherwise arising out of or in connection with your use of the Center or the performance of the Filming or otherwise caused by you, your employees, contractors, vendors or service providers or the Crew or by reason of any breach by you, your employees, contractors, vendors or service providers or the Crew of any of the terms or conditions of this agreement except to the extent any such claims arise from our negligence or intentional misconduct. 10. (a) You shall, at your sole cost and expense, procure and maintain in full force and effect during the Filming commercial general and excess/umbrella liability insurance against claims for bodily injury or death and for damage to property, including but not limited to, insurance of the contractual liability referred to in Paragraph 9 above, insuring you, and to include as additional insureds, for whom this coverage will be primary for any occurrence arising out of the use of the Center granted in this agreement, the parties listed

7 -4- on Exhibit B attached hereto under a policy with minimum limits of coverage in the combined amount of $3,000,000 each occurrence with a $5,000,000 annual aggregate. (b) The public liability insurance required pursuant to this agreement shall be obtained from such companies and upon such forms as may be approved by us, acting reasonably. Certificates of such insurance policies have previously been furnished by you to us. 11. RCPI Landmark Properties, L.L.C. agrees that you may license, assign and otherwise transfer this contract and all rights granted to you under this contract to any person or entity, specifically excluding the right to enter upon and use the Center, which shall not be licensed, assigned, or transferred by you. 12. Neither RCPI Landmark Properties, L.L.C. nor TSP shall have any liability or responsibility to you, and you will have no claim against RCPI Landmark Properties, L.L.C. or TSP, for any damage or loss incurred by you with respect to your use of the Location or the conduct of the Filming, unless and to the extent any such damage or loss arises out of RCPI Landmark Properties, L.L.C. s or TSP s negligence or intentional misconduct. 14. Neither the beneficiaries comprising us, nor our trustees, shareholders, partners, agents, directors, employees or officers (collectively, the Parties ) will be liable for the performance of our obligations under this agreement. You will look solely to us to enforce our obligations hereunder and will not seek any damages against any of the Parties. Our liability for our obligations under this letter agreement will be limited to our interest in the Center and you will not look to any other property or assets of ours or the property or assets of any of the Parties in seeking either to satisfy a judgment for our failure to perform such obligations. 15. This agreement is not to be construed as in any way granting to you any interest in the Center or the Location; it is being intended that this agreement merely grants to you a license to enter upon and use the Location in accordance with the terms hereof and will not be deemed to grant to you a leasehold or other real property interest in either the Center or the Location. 16. We hereby grant you a non-exclusive license to use the images of the Location in and in connection with the Program and any exhibition, distribution, marketing, publicity, promotion, merchandising, advertising and exploitation of the Program. At all times, you shall be the exclusive author, owner and copyright proprietor of all of the results and proceeds relating to your use of the Location pursuant to this agreement, including, without limitation, all rights of every kind in and to all photography and sound recordings made hereunder and to the Program. Notwithstanding the foregoing, you expressly agree and acknowledge that any trademark or copyright rights in and to the Location or the surrounding areas shall remain our property and you shall not acquire any rights in or to such trademarks or copyrights except as expressly provided in this Agreement. Without limiting the generality of the foregoing, you shall own, throughout the world and in perpetuity and may exploit in such manner, media and devices and in any films, programs or other materials all photographs, scenes and matter photographed, created or recorded at, in, around and of the Location throughout the world and in perpetuity, in all media now known or hereafter devised in connection with the Program. Nothing contained in this agreement

8 -5- shall be construed as obligating you to actually use the Location or produce or exploit the Program or include material filmed pursuant to this agreement. 17. Our (and any tenant or other party now or hereafter having an interest in the Location) rights and remedies in connection with any claims relating in any way to this agreement, the Location, the ShowMovie or any breach of this agreement or use of the Location are limited to the right, if any, to recover damages in an action at law. We shall not be entitled for any reason to terminate this agreement, to enjoin or interfere with the distribution, exploitation or exhibition of the ShowMovie or its advertising or publicizing, or any other injunctive relief. This agreement contains all of the terms, conditions, and promises of the parties hereto and no modification or waver of any provisions hereof shall be valid or binding unless in writing and executed by each of the parties hereto. This agreement supersedes and cancels all other and former agreements and understandings between the parties as of the date hereof. Our receipt of an original of this agreement signed by you in the space herein provided for that purpose, will confirm the granting of the license described herein, and your acceptance thereof, subject to compliance with the above conditions as of the date first above written. Very truly yours, RCPI Landmark Properties, L.L.C. By: ACCEPTED AND AGREED TO: Topanga Productions, Inc. By: Name: Title:

9 EXHIBIT A EQUIPMENT Standard 35 mm package C:\Documents and Settings\lallen\Desktop\RCPI Landmark Prop-Tishman Speyer Agreement - MJF (RM).doc

10 EXHIBIT B ADDITIONAL INSUREDS RCPI Landmark Properties, L.L.C. RCPI Mezz, L.L.C. RCPI Holdco, L.L.C. Tishman Speyer Crown Equities, L.L.C. Tishman Speyer Properties, L.P. Tishman Speyer Properties, Inc. RCP Associates The Board of Managers and each Manager of The Rockefeller Center Tower Condominium (ATIMA for NBC Studio, 30 Rockefeller Plaza and 1250 Avenue of the Americas) RCPI 600 Fifth Holdings, L.L.C. Wells Fargo Bank, N.A., as successor by merger to Wachovia Bank, N.A., as Master Servicer on behalf of Bank of America, N.A., as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-Rock Bank of America, N.A

11 Allen, Louise From: Sent: To: Subject: Attachments: Barnes, Britianey Friday, February 01, :08 PM Pete DiFolco; Luehrs, Dawn; Zechowy, Linda; Allen, Louise RE: Michael J. Fox - Insurance Request - RCPI Landmark Properties RCPI Landmark Properties Addl Insureds - Michael J. Fox Project.pdf Hi Pete Legal and RM is in the process of reviewing the agreement. A certificate will be issued on the agreement is finalized. In cases such as this, you do not need to send a separate insurance request. When we review the agreement we will know a special cert needs to be issued. Britianey P F britianey_barnes@spe.sony.com From: Pete DiFolco [mailto:petedifolco@gmail.com] Sent: Friday, February 01, :17 PM To: Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Allen, Louise Subject: Michael J. Fox - Insurance Request - RCPI Landmark Properties Britianey, Please issue an insurance cert for: R.C.P.I. Landmark Properties, LLC - along with the attached list of additional insureds. Our location coordinator, Brittany Rostron, already sent legal and risk management a copy of their agreement for approval. Thank you. -- Pete DiFolco APOC MICHAEL J. FOX PROJECT Topanga Productions, Inc. Silvercup Studios nd Street (718) office (718) fax 1

12 Exhibit RCPI Landmark Properties, L.L.C. RCPI Mezz, L.L.C. RCPI Holdco, L.L.C. Tishman Speyer Crown Equities, L.L.C. Tishman Speyer Properties, L.P. Tishman Speyer Properties, Inc. RCP Associates The Board of Managers and each Manager of The Rockefeller Center Tower Condominium (ATIMA for NBC Studio, 30 Rockefeller Plaza and 1250 Avenue of the Americas) RCPI 600 Fifth Holdings, L.L.C. Wells Fargo Bank, N.A., as successor by merger to Wachovia Bank, N.A., as Master Servicer on behalf of Bank of America, N.A., as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-Rock Bank of America, N.A.