030319_145134_01



LOCATION AGREEMENT made this ______ day of October, 2014.

BETWEEN:

HISTORIC PROPERTIES LIMITED, a Company incorporated under the laws of Nova Scotia, with its Head Office at Halifax, Nova Scotia,

hereinafter referred to as the "GRANTOR"

AND

FALL RIVER PRODUCTIONS INC., a Company incorporated under the laws of Nova Scotia and having its head office at Halifax, in the County of Halifax, and Province of Nova Scotia

hereinafter referred to as the "PRODUCER"

WHEREAS, the Grantor is the owner of property located at 1869 Upper Water Street, Halifax, Nova Scotia (the "Location");

WHEREAS the Producer wishes to use the Location in connection with the production of a documentary concerning Lizzie Borden (the "Production"); and

WHEREAS, Grantor is prepared to permit the Producer to use the Location on the terms and conditions in this agreement;

NOW, THEREFORE, the parties agree as follows:

1. GRANT OF RIGHTS: Grantor hereby grants to Producer the non-exclusive right to enter upon the Location solely to stage the Location and film the Production at the times set forth herein and subject to all of the terms and conditions herein contained. Producer will have the right to enter upon and use the Location and to bring on to the Location personnel and equipment as reasonably deemed necessary by Producer to film the Production subject to the terms and conditions hereof. Producer is further granted the non-exclusive right to film on the Location, including the buildings and improvements thereon, and to erect, decorate and maintain temporary sets in connection with the Production subject to the terms and conditions hereof.

2. The Producer agrees that no identifying marks associated with the Grantor or its tenants will be included in the filmed footage or in the Production without the express written consent of the Grantor and the specific tenant. Producer agrees that the inclusion of such marks could cause irreparable harm to the Grantor, damages for which may not be easily calculated.

3. LOCATION: The Producer acknowledged that portions of the Location comprise a registered historic site and that a number of the buildings in the Location are historic buildings. Except if due to the negligence or willful misconduct of Grantor, aAny damage done to the site or the buildings arising from or related to the Production must be remediated in accordance with the standards applicable to historic sites and historic buildings as applicable at the Location, at the sole cost and expense of the Producer.

4. PAYMENT: As full consideration for use of the Location Producer agrees to pay to Grantor the following: $10,000.00 plus HST to be paid by cheque on or before the 5th day of November, 2014. Payment shall be made to Historic Properties Limited, 1701 Hollis Street, P.O. Box 665 Halifax, Nova Scotia B3J 2T3.

Producer will also provide the Grantor with a refundable damage deposit in the amount of $5,000 to be paid by cheque on or before the 5th day of November, 2014 (the “Damage Deposit”). The damage deposit will first be used to cure any damages to the buildings or the site caused by or attributable to the Production. The remainder will be refunded to the Producer within thirty (30) days of the conclusion of shooting at the Location.

5. USE OF LOCATION: Those portions of the Location that Producer may use for the purposes of filming are demarked in Yellow on the attached Schedule A (the “Filming Area”) and made a part hereof. The schedule of days that Producer may use the Location are appended hereto as Schedule B and made a part hereof. It is agreed that Grantor will not unreasonably withhold his consent to minor changes in the sites in Schedule A, provided Grantor has authority to do so. Producer understands that the Location shall not be available to Producer outside the dates contained in Schedule B. Grantor reserves the right to use the Location during such filming periods provided such use does not interfere with Producer's reasonable requirements for quiet during filming. Producer shall use its bestreasonable efforts to conduct its operations in a manner minimizing disruption of the Location and its use by its residents and other occupants. Grantor will have no obligation to, and will undertake no efforts to restrict access by the public to the Filming Area. In addition, the Producer will have use of the area demarked in Blue, on November 8th only.

6. Producer acknowledges and agrees that a number of fire and emergency exits are accessed through the Filming Area. At all times fire and emergency exits must remain accessible to the Grantor, its tenants and their patrons.

7. Access to life safety equipment shall not be materially impaired for the purposes of the Production.

8. RESTRICTIONS ON PRODUCER: Grantor may impose reasonable restrictions on Producer's production activities including, but not limited to:

a) Weight and size limitations on vehicles on the Location;

b) The amount of vehicle and pedestrian traffic performed on the Location;

c) Weight restrictions on floor loads on porches, roofs and interiors of buildings on the Location; and

d) Use of Grantor's furnishings, utensils and other personal property on the Location.

9. DAMAGE TO PREMISES: Producer shall make no permanent alteration to any real or personal property on the Location. Any proposed temporary alterations are included in Schedule C hereto shall be submitted in advance to Grantor for approval, and approval of the Grantor’s tenants if applicable. Additional alterations must be submitted to the Grantor for approval no less than 48 hours in advance of the planned implementation. The Producer shall not, under any circumstances, make any temporary or permanent alterations that impact or impair the historic designation of the Location and any requests for such alterations shall be rejected by the Grantor. Upon completion of filming on the Location, Producer shall, at its sole expense, promptly restore the Location to its conditions prior to the filming, except as the parties may otherwise agree. Producer shall not damage or destroy or permit the damage or destruction of any portion of the Location or property situated thereon and shall, at its sole cost and expense, repair or replace any such damaged property or portion of the Location damaged by Producer to at least its previous condition to Grantor's reasonable satisfaction.

10. PRODUCER'S PROPERTY: All property placed on the Location by, at the direction of, or with the consent of the Producer, its employees, agents, licensees or invitees, shall be at the risk of Producer or the owner thereof, and Grantor shall not be liable for any loss or damage to said property resulting from any cause whatsoever except if due to the negligence or willful misconduct of Grantor. Any property left on the Location and any alterations to the Location not removed by the last date permitted in Schedule B hereof shall be deemed to belong to Grantor and Grantor may cause such property to be removed at Producer's reasonable expense.

11. FACILITIES FURNISHED: The use of the Location does not include the right to use other facilities of the Grantor except to the extent expressly noted in Schedule A or elsewhere in this Agreement as services provided or facilities to be made available to the Producer (collectively the "Services"). Where Schedule A provides for the provision of any Services, the Producer agrees the Services are provided on a completely without liability basis and that without limitation there shall be no liability for the interruption of such Services temporarily or otherwise, except as respects the negligence or willful misconduct of Grantor.

12. SECURITY REQUIREMENTS: Grantor may, acting reasonably, and at Producer's sole expense, elect to provide security service to the Location during the period covered in Schedule B hereto.

13. The Producer undertakes and agrees to provide 24-7 site security from the commencement of site set up until all property of the Producer is removed from the site.

14. REIMBURSEMENTS: Producer shall reimburse Grantor for Grantor's reasonable costs (i) of restoring the Location to its original condition if restoration is required as a result of Producer’s acts or omissions; (ii) of repair to roads and grounds on the Location if required as a result of Producer’s acts or omissions; (iii) of engaging counsel in connection with the negotiation and preparation of this Agreement and any other matters in connection with Grantor's participation in the Production; (iv) of any increase in Grantor's insurance premiums provided Grantor shall provide Producer with advance written notice of any such increase and an opportunity to remedy; and (vii) any other costs directly related to the Production.

15. INDEMNITY: Except if due to the negligence or willful misconduct of the Indemnities, Producer agrees to defend, indemnify and hold harmless Grantor, its licensees, invitees, agents, servants, officers, directors, affiliates, related companies and employees (the “Indemnities”) from and against any and all claims by or on behalf of any person, firm or corporation arising by reason of or related to injury to persons or property occurring on the Location occasioned in whole or in part by any act or omission on the part of Producer or any employee, agent or invitee of Producer, or by reason of any matter or thing arising out of the use of the Location by Producer, or by reason of any matter, thing, statement of inference contained in the contents of the Production, or due to non-performance or non-compliance with or breach or failure to observe any term, covenant or condition of this Agreement upon Producer's part to be kept, observed, performed or complied with.

16. INSURANCE: Producer shall obtain and maintain in full force and effect for as long as Producer shall use or occupy the Location or any portion thereof, fire and extended coverage insurance insuring Grantor's interests and improvements to or in the Location and Grantor's interest in furnishings, equipment, supplies and other property at the Location. Producer shall obtain and maintain publiccommercial general liability insurance insuring against all liability of Producer and its authorized representatives arising out of and in connection with Producer's use or occupancy of the Location. Producer’s payroll services company shall also obtain and maintain adequate workers' compensation insurance in compliance with statutory requirements. Grantor shall be named as an additional insured or loss payee, as appropriate, under each insurance policy set forth in this Agreement (other than workers’ compensation insurance). Producer shall furnish Grantor with certificates of insurance evidencing such coverage prior to the commencement of the Producer's use of the Location. Notice of cancellation shall be in accordance with policy provisions. The insurance will contain a provision that it may not be canceled without thirty (30) days prior written notice to Grantor; and that the insurance shall be primary with respect to the risks insured against as regards Grantor's insurance in accordance with the indemnity provisions herein.

17. The Producer’s liability shall not be limited under any circumstances to the amount of insurance it carries.

18. GOVERNMENTAL LIMITATIONS: In the performance of any acts required of or permitted under this Agreement, Producer shall obey and comply with all lawful requirements, rules and regulations, and ordinances of all legally constituted authorities, existing at any time during the continuance of such performance and any way affecting the Location or the use of the Location by Producer.

19. In addition to the generality of the foregoing, the Producer specifically acknowledged that it is required to comply with all by-laws related to temporary signage it intends to erect at the Location and for any open fires which it intends to use as part of the Production.

20. RIGHTS: All right of every kind in and to all film and videotape and sound recordings made hereunder shall be and remain vested in Producer, its successor, assigns and licensees, and neither the Grantor or any other party now or hereafter having an interest in the Location shall have any right in the Production or any element thereof. Producer shall have the non-exclusive right to use and authorize others to use the likeness of the Location in the Production and in advertising, publicity and promotion in connection with the production, distribution, exhibition and broadcast of the Production in all manner and media throughout the world in perpetuity.

21. TRADEMARKS: The Producer hereby acknowledges that Grantor has not at any time granted consent to the use of any Trademarks owned or licensed by the Grantor. Except if due to the negligence or willful misconduct of the Grantor or its directors, officers, related companies, employees, affiliates or assigns, tThe Producer shall fully indemnify the Grantor, its directors, officers, related companies, employees, affiliates and assigns for any Trademark infringement relating to and or arising from the filming of the Production at the Location.

22. WARRANTIES: Grantor makes no warranties or representations concerning the physical condition of the Location all of which are provided on an as is where is basis. Grantor shall be under no obligation to (i) provide Producer with any services other than those herein described; (ii) endorse the Production or in any way have his name or likeness used as an endorsement of any product or service; (ii) except if due to the negligence or willful misconduct of or breach hereof by the Indemnities, indemnify the Producer for any claims or losses arising out of Producer's use of the Location or any property thereon. The Producer represents to the Grantor that it has made such investigations as it considers necessary or advisable to satisfy itself as to the suitability of the Location for the purposes of its intended usage.

23. PRODUCER'S UNDERTAKING: Producer hereby undertakes to (i) prevent any liens or other encumbrances to attach to any portion of the Location or property thereon arising out of Producer's use of the Location and (ii) refrain from representing that Grantor has approved, authorized or otherwise endorsed the Production.

24. ASSIGNMENT: Producer may not assign or in any way sublease or sublicense its rights and privileges under this Agreement with respect to its production obligations on the Location contained in this Agreement without the prior written consent of Grantor which consent may be withheld by Grantor in its discretion for any reason.

25. ENTIRE AGREEMENT: This Agreement contains the entire understanding between the parties and may not be amended, except in writing, signed by the parties hereto.

26. EXECUTION: This Agreement may be executed by any number of counterparts, each of which shall be deemed to be an original and all of which when taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed in original or faxed form and each of the parties hereto adopt any signatures received by a receiving fax machine as original signatures of the parties.

27. WAIVER: A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.

28. RIGHTS, REMEDIES, OBLIGATIONS CUMULATIVE: All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any party hereto.

29. CHOICE OF LAW: This Agreement shall be governed by the laws of the Province of Nova Scotia and each party hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of that province.

30. SPECIAL CONDITIONS:

a) Parking: The Producer may use the North driveway to park no more than one (1) generator truck (the “Vehicles”) in a location to be determined by the Grantor. Parking of these vehicles will be from Thursday, November 6th after 9:00 a.m (ADT) until 12:00 noon on Monday, November 10, 2014.(ADT);

b) Credit: Provided similar credit is given to other locations, the Producer shall include a credit to the Grantor substantially in the form: “Portions of the program were filmed on location at Historic Properties – Privateers Wharf, Halifax.”

c) Animals on Site: To the extent that there are any animals on site for the purpose of the Production, the Producer represents and warrants that the animals will be supervised at all times by appropriately trained handlers. The animals will never be left unattended. The Producer agrees to immediately remove such animals from the Location if requested to do so by the Grantor.

d) Auxiliary Power: The Grantor will work with the Producer to provide it with access to auxiliary power. The Producer will not a) overload any of the Grantor’s electrical systems; b) utilize any outlet unless it is specifically permitted by the Grantor to utilize that outlet; or c) run any cabling in a manner that would impede with the safe flow of pedestrian traffic through the site.

e) Use of Wharf: The Grantor permits the Producer to dock the Tall Ship Silva (the “Ship”) at the wharf adjacent to Salty’s Restaurant (the “Wharf”) on November 7th and 8th only. The Grantor shall have no obligation to provide any services to the Ship and shall have no liability whatsoever for the safety or security of the Ship. The Producer agrees to indemnify and save the Grantor harmless from and against all damages arising from or related to the presence of the Ship at the Wharf, except if due to the negligence or willful misconduct of Grantor.

f) Grantor Contact: At all times during the currency of this Agreement the primary Grantor Contact shall be Virginia Jones, General Counsel vjones@ 902-489-5255. The On-Site contact for the Grantor shall be David O’Toole, Facility Manager 902-222-6708

g) Producer Contact: At all times during the currency of this Agreement the primary Producer Contact shall be Gary Swim, gswim55@ 902-478-3590

IN WITNESS WHEREOF the Parties hereto have properly executed These Presents the day and year first above written.

|SIGNED, SEALED AND DELIVERED |) |HISTORIC PROPERTIES LIMITED |

| |) | |

|in the presence of: |) | |

| |) |By: |

| |) | |

|Witness |) | |

| |) |And: |

| |) |AUTHORIZED SIGNING OFFICER(S) |

| |) | |

| |) | |

| |) | |

| |) |FALL RIVER PRODUCTIONS INC. |

| |) | |

| |) | |

| |) |By: |

|Witness |) | |

| |) | |

| |) |And: |

| |) |AUTHORIZED SIGNING OFFICER(S) |

| |) | |

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SCHEDULE "B"

PRODUCTION SCHEDULE

|November 6th, 2014 8:00 am |Set for shoot |

| | |

|November 7th, 2014 8:00 am |Set for shoot |

|November 8th, 2014 7:00am |Filming day – Producer will be granted access to the portion of the Collins Bank building formerly |

| |occupied by London Loft commencing at 7:00am on November 8, 2014 and not before |

|November 9th, 2014 |Take down all props and equipment – restore Location to pre-shoot condition. |

SCHEDULE “C”

SITE DRESSING

The following outlines the details of the site at the Location:

• Four windows at Salty’s Restaurant to have mullion bars installed on exterior side of glass facing the wharf.

• Scenics to age the exterior wall of Salty’s and returned

• Mullion Bars on the windows of the green building facing camera

• Cadbury’s glass box to be removed

• Cover concrete in square with a mixture of Hay and minimal dirt treatment.

• Build and install Cigar store flat at the entrance to Lower Deck

• Cigar store signage at Lower Deck before opening hours.

• Hang Cigar store signage on the red building opposite wall of the cigar store flats

• Mullion bars on windows surrounding our fake bank facade

• Law office exterior cheat at the red awning store front across from our fake bank facade

• Signage on this window to be applied

• Vinyl strips to be applied to existing awning

• Law office hanging sign

• Brass plaques to be covered temporarily

• The space next door with the green awning to be faked as Fall River Landings Company with signage on glass

• Mullions on windows

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