ALBUQUERQUE STUDIOS LICENSE AGREEMENT
THIS AGREEMENT dated, as of April 22nd, 2013 for reference purposes only, is made by and between Pacifica Mesa Studios, LLC., d/b/a Albuquerque Studios ("Studio") and Woodridge Productions, Inc. ("Licensee") and shall be applicable to Licensee's use of Studio's stages, facilities, equipment and personnel located at 5650 University Boulevard SE, Albuquerque, NM 87106 in connection with Licensee's production presently entitled: "Better Call Saul Season 1". (The "Production")
Studio hereby grants to Licensee the non-exclusive license to use (unless as otherwise provided for herein or as mutually agreed to by the parties in writing) the licensed premises described below for the sole purpose of conducting activities related to the above entitled television series, and for no other purposes, for the term and at the license fee(s) set forth below:
All other rates pursuant to the Rate Schedule unless specified in Exhibit “A” to this agreement.
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In addition, Licensee shall pay to Studio the sum of Seventy Five Thousand Dollars ($75,000), ("Security Deposit") due upon signature of this Agreement. Studio hereby acknowledges receipt as collateral security for the payment of the rents to become due to Studio from Licensee under this license, for the full and faithful performance by Licensee of Licensee's obligations under this license and the full and prompt payment of any and all other monies for which Licensee may be or become liable hereunder. Studio shall have no obligation to furnish any stages or facilities whatsoever to Licensee until after Licensee has provided Studio with the full amount of the Security Deposit and the certificates of insurance required in Paragraph 8.01 herein.
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Studio and Licensee further agree as follows:
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1.01 SECURITY DEPOSIT: Should Licensee request additional from Studio, Studio may require an increase in the above-mentioned Security Deposit before such facilities or equipment will be provided. Provided that Studio first provides notice to Licensee with a reasonable opportunity to cure and Licensee has failed to do so, Studio may use from Licensee's Security Deposit such undisputed amounts as are reasonably necessary to remedy Licensee's default in the payment of license fees, office rental, telephone charges, rental charges from Studio's Lighting and Grip Department, or any agreed upon additional charges, to repair damages (reasonable wear tear excepted) caused by the negligence or willful misconduct of Licensee, its agents, employees or invitees, or to clean licensed premises upon their surrender, restoring them to their condition upon delivery (reasonable wear and tear excepted). If used towards license fees, rental charges, additional charges, or damages, Licensee agrees to reinstate the Security Deposit upon receipt of fifteen (15) banking day’s written notice from Studio. Studio shall not be required to pay Licensee any interest on the Security Deposit. Balance of Security Deposit, if any, will be returned to Licensee within thirty (30) days of Licensee’s full performance of the terms of this Agreement or after Licensee has vacated the licensed premises, whichever is later.
2.01 PRODUCTION NOTICES AND SCHEDULES:
(a) Licensee shall notify Studio of all major tentative production plans, including, but not necessarily limited to, tentative start dates of said construction, rigging, photography, and production schedules. Any information provided hereunder to Studio shall remain confidential and used in connection with this Agreement only. Studio shall consult with and advise Licensee concerning such production plans and shall use its best efforts to coordinate production activities of other users of Studio stages and production facilities with the plans of Licensee to the end that the production schedule will be satisfactory to Licensee. However, Studio shall exercise its reasonable professional judgment in establishing schedules for the furnishing of Studio stages and facilities, such control not to be exercised in a manner that frustrates the purposes of this Agreement. Licensee agrees to provide a production call sheet on a daily basis.
3.01 CHARGES QUOTED: All license fees and/or charges set forth in this Agreement are predicated on Licensee's use of Studio's stages, facilities, equipment and personnel as specified herein.
3.02 NORMAL STUDIO HOURS: Normal Studio Business working days are between the hours of 8:00 A.M. MST and 6:00 P.M. MST, excluding Saturdays, Sundays and holidays. Stage Managers follow production call sheets, provided they are received before midnight of the day prior to schedule or in a reasonable and timely manner. Security is posted 24 hours a day, 7 days a week, and 365 days a year. Licensee will be charged in accordance with the current Studio rate schedule, copy attached hereto as Exhibit "A" and incorporated herein by reference, for use of lot services and facilities outside of normal Studio hours. Use of Studio stages on Saturdays, Sundays and holidays shall be subject to at least twenty-four (24) hours prior written notice to Studio. Stage rates are for a full 24-hour day (the "Rental Day"). Subject to force majeure, Studio remains open and accessible to Licensee twenty-four hours a day, 365 days per year. Notwithstanding the foregoing and for purposes of clarification, each Rental Day shall commence at 2400 hours and end at 0000 hours regardless of Licensee's designated time for commencement on the respective Rental Day. Rental Day(s) that fall on Saturdays, Sundays and holidays will be subject to the additional rates specified on Exhibit “A”.
3.03 ADDITIONAL LOT SERVICES AND FACILITIES: If at any time during the term hereof Licensee shall require any stages, lot services or facilities of Studio in addition to those expressly referred to in this Agreement, Studio agrees to furnish the same, subject to the reasonable availability thereof, but Licensee shall have no right to use any additional stages, lot services or facilities without the payment of additional fees and/or charges therefor. As discussed, Licensee’s fee would include the ability to shoot, with prior notice, on the studio lot for inserts. All stages, lot services and facilities not expressly referred to in this Agreement will be charged in accordance with the current Studio rate schedule in Exhibit “A”. The terms and conditions of this Agreement shall apply to any additional lot services and facilities furnished by Studio at Licensee's request.
3.04 STAGE CHARGES: There are two basic rates for stages, a "pre-light and shoot day rate" and a "preparation, hold and strike day rate.” Licensee shall be charged at the "pre-light and shoot day" rate for each day or fraction thereof in which AC or DC power is supplied to the stage for the purpose of prelighting or shooting. All other days on which a Studio sound stage is made available to or held for Licensee will be charged to Licensee at the "preparation, hold and strike day" rate as described in Exhibit “A”.
3.05 GUARDS AND FIRE PROTECTION PERSONNEL: In addition to the license fees and any other charges, Licensee shall bear the full cost of any additional guards and/or fire protection personnel which Studio may reasonably deem necessary for the protection of its property. Guard charges will be assessed for any stage usage only when Studio reasonably deems it necessary for security, in addition to standard Studio perimeter security for the protection of its property.
3.06 UTILITIES: Studio shall not be liable for failure or interruptions in utility services resulting from causes beyond the reasonable control of Studio, excluding anything in connection with the gross negligence or willful misconduct of the Studio. Notwithstanding the foregoing and in the event of an interruption on utility service, Studio will use its best efforts to promptly resume utility services, and pay for all repairs in connection therewith. If such outage remains for more than two (2) hours, then Studio shall use best efforts to provide an alternative stage and/or equipment arrangements to the reasonable satisfaction of Licensee (such arrangements may include a credit towards an abatement towards any payments due and payable by Licensee hereunder).
3.07 RATE INCREASES: Any and all labor, material and service rate increases incurred by Studio for services provided to Licensee during the term of this Agreement shall be passed on to the Licensee that are outside of Exhibit “A”.
3.08 STAGE EQUIPMENT: Certain Studio equipment, including, without limitation, fire hoses, nozzles and fire extinguishers are provided at no charge on Studio's stages. During the term of this Agreement and while Licensee is in complete and exclusive possession of a Studio stage, Licensee hereby assumes and shall bear the entire risk of loss and damage to any such stage equipment, other than those in connection with the Studio's gross negligence or willful misconduct. In the event any such equipment is determined by Studio to be lost, stolen, destroyed or damaged beyond reasonable repair due to the negligence or willful misconduct of Licensee during such complete and exclusive possession, Studio will charge, and Licensee shall pay to Studio, the full replacement cost of said equipment. Studio makes no warranties, either express or implied, as to any matter whatsoever, including, without limitation, the condition of Studio's equipment or materials, its merchantability, or its fitness for any particular purpose. Licensee shall indemnify Studio against and hold Studio harmless from, any and all claims, actions, suits, proceedings, incurred costs, actual incurred expenses, damages, and liabilities, including reasonable outside attorney’s fees, arising out of Licensee’s negligence or willful misconduct in its possession, use or operation of the Studio’s equipment or materials, unless as in connection with the Studio’s gross negligence or willful misconduct.
4.01 PAYMENT: Studio will submit weekly invoices to Licensee pursuant to Studio's standard billing procedure. These invoices will include license fees and any additional charges, and are due and payable upon receipt. If amounts due are not received by Studio within thirty (30) business days of the due date and Studio has provided Licensee with notice and reasonable opportunity to cure and Licensee has failed to do so, Licensee agrees to pay an overdue charge equal to one and one-half percent (1.5%) per month of the total payment(s) past due, or the highest charge permitted by law, whichever is lower.
5.01 LIGHTING AND GRIP: Any and all lighting, electrical and grip equipment (including scaffolding) and expendables used by Licensee on a stage of Studio shall be supplied and rented exclusively from Studio’s Lighting and Grip Department, pursuant to its standard rental terms and rates which are subject to change, reflecting industry standards. Any and all Lighting and Grip expendables must be purchased exclusively from Studio's expendable department at the Studio's then current rates. Licensee may bring their previously purchased expendables, within reason, onto the lot. Licensee will be charged for Globe rental; however, there is no charge for burnouts as long as they are returned intact. Licensee shall not bring or permit to be brought, or keep in or on the Studio premises, any lighting, electrical or grip equipment not supplied by Studio’s Lighting and Grip Department without Studio's prior approval not to be unreasonably delayed or withheld. Licensee shall not remove any of Studio’s equipment from the Studio lot without the prior written consent of Studio. Notwithstanding the foregoing; Licensee shall be charged a ".40-day week" rate for rental of Studio’s lighting and grip equipment. With respect to any lighting and grip equipment rented by Studio's Lighting and Grip Department from a third party vendor, and sub rented to Licensee, Licensee shall be charged either a ".40-day week" rate or Studio's rental cost for said equipment, whichever is greater. Studio will use its best efforts to obtain the lowest sub rental price.
All canceled orders (excluding sub rentals) returned within eight (8) business hours of delivery shall be subject to a 20% restocking fee. Equipment retained for more than eight (8) business hours shall be charged at contracted rates.
Licensee agrees to pay the reasonable costs associated with missing and/or damaged equipment due to the negligence or willful misconduct of Licensee (specifically excluding anything in connection with the gross negligence or willful misconduct of Studio’s Lighting and Grip Co.) within thirty (30) days after receipt of an invoice thereof. If equipment is not returned within the time specified, Studio must be notified of extension time required. If not notified within a reasonable amount of time after Studio has contacted Licensee regarding the missing equipment, Studio will assume the equipment missing, and Licensee will be billed for all equipment at current replacement cost.
Except as in connection with the gross negligence or willful misconduct of Studio or a defect in the equipment, Licensee further agrees to be an insurer of the equipment for the rental period from the time Licensee or its agents take complete control and possession of the equipment until it is returned to Studio, against any loss due to the negligence or willful misconduct of Licensee and to assume full responsibility for all equipment rented, and also agrees to compensate Studio for the full replacement cost should any of said equipment be lost, stolen or missing due to the negligence or willful misconduct of Licensee and for the full cost of repair should any of said equipment be broken or damaged due to the negligence or willful misconduct of Licensee, excluding anything in connection with the gross negligence or willful misconduct of Studio or a defect in the equipment. Except as in connection with the negligence or willful misconduct of Studio or a defect in the equipment, Licensee further agrees to compensate Studio in rent for any rental time lost as a result of replacement or the necessity for making repairs on said equipment which is lost, stolen, missing, broken or damaged otherwise than as a result of reasonable wear and tear and due to the negligence or willful misconduct of Licensee. If any item of equipment is returned in a damaged or destroyed condition, or if any such item is not returnable due to the negligence or willful misconduct of Licensee, Licensee shall pay to Studio the repair cost or replacement value of such item, provided that if any item is returned in a repairable but damaged condition, Licensee shall pay Studio the replacement cost of such repairs as determined by Studio who will also determine whether or not any such damage is the result of reasonable wear and tear. The acceptance of the return of any item of equipment is not a waiver by Studio of any claims that it may have against Licensee, nor a waiver of claims for latent or patent damage to said equipment.