"National Standard Rental Agreement"
STANDARD LOCATION AGREEMENT Name of Production: Address of Property (the “Premises”): Oklahoma City National Memorial 620 N. Harvey Ave., Oklahoma City (405) 235-3313 This Location Agreement (“Agreement”) is dated as of ____________________ and entered into by ____________________ (collectively “Lessee”) and Oklahoma City National Memorial Foundation (“Lessor”) in connection with the Premises. The terms and conditions follow: 1. Lessor hereby grants to Lessee the right to enter upon the Premises, bring personnel and equipment on the Premises as described in Exhibit 1 and have non-exclusive use of the Premises, as described below, on ____________________ (the “Term”). 2. Lessor, to the extent it has the right to do so, further grants to Lessee the rights to: A. photograph, reproduce and replicate the real and personal property, both exterior and interior of the Premises (including the name, trademark, signs, and identifying features thereof); and B. use the photography and sound recordings (or any part thereof) made by Lessee in accordance with this Agreement in connection with the Picture as described in Exhibit 2 and/or in connection with the exhibition, advertising, and exploitation of the Picture in any media, now known or unknown at any time in any part of the world in perpetuity; C. solely with respect to aspects of the photography and sound recordings made by Lessee in accordance with this Agreement in which the Premises cannot be identified, re-use such aspects in any manner as Lessee may elect in any media, now known or unknown at any time in any part of the world in perpetuity. 3. In the event Lessee desires to photograph retakes or other scenes in accordance with this Agreement (for example, in the event of damaged or imperfect film or equipment), Lessee may re-enter and use the Premises for such period as may be reasonably necessary therefor, commencing at a mutually agreed upon date and time within twelve (12) months after the end of the Term, and in such event the rental rate specified herein (pro rata if applicable) shall apply. In connection therewith, Lessor shall make reasonable good faith efforts to accommodate Lessee’s production schedule. 4. Lessor makes no representation or warranty of any kind regarding Lessee’s rights to carry out the activities set forth in Paragraph 2 above, and assumes no liability to Lessee or any third party with respect to claims arising from Lessee’s actions pursuant to this Agreement. Lessee 1 3085fc01-4809-4dae-b561-2611e034052e.doc agrees to indemnify and defend Lessor and hold Lessor harmless from any third party claim, demand, cause of action, liability, loss, damage, cost or expense, including attorneys’ fees and court costs, which directly or indirectly arises out of or is in any way associated with actions of Lessee pursuant to Paragraph 2 of this Agreement. Lessor does represent and warrant that it is the sole and exclusive owner of the Premises. 5. Lessee and Lessor acknowledge that the Premises shall remain open to the public during the Term. Lessor agrees that it shall use best efforts to keep the public away from the filming area, and Lessor agrees that Lessee shall have the right to control the flow of vehicular and/or pedestrian traffic during filming. If Lessee is unable to work on the Premises during the Term because of an event of force majeure, including but not limited to illness of actors, producers, director, or other essential artists and crew, or weather conditions or any other occurrence beyond Lessee’s control, Lessee shall have the right to use the Premises as described herein without additional charge except for such reasonable incidental charges as Lessor may have already incurred as a result of Lessee’s use of the Premises, which charges Lessor shall provide Lessee written substantiation thereof, for as much time as was missed commencing on the first mutually agreeable date and time following the end of such event. 6. In full consideration for all of Lessor’s obligations under this Agreement and the rights being granted to Lessee by Lessor, Lessee agrees to donate to Lessor $_______ (the “Donation”) for the Term. Lessee shall pay to Lessor $_______ per day for any extension of the Term by Lessee. Additionally, Lessee agrees to pay certain reasonable incidental charges incurred by Lessor as a result of Lessee’s use of the Premises, (i.e., security) provided that Lessor furnishes Lessee with a good faith estimate of such charges prior to Lessee’s use and furnishes Lessee with a written substantiation of charges actually incurred. Lessee has provided a description of its anticipated usage in Exhibit 1 attached hereto for the purpose of determining said charges. 7. At any time up to the date that the Premises are actually used by Lessee as contemplated herein, Lessee may elect not to use the Premises by giving Lessor notice of such election, in which case neither party shall have any obligation whatsoever, except that Lessor shall be allowed to keep the Donation made by Lessee pursuant to Paragraph 6. 8. Lessee agrees to hold Lessor free from any third party claims for damage or injury arising during Lessee’s occupancy of the Premises and caused by Lessee’s negligence. Lessor agrees to hold Lessee free from any third party claims for damage or injury arising during Lessee’s occupancy of the Premises and caused by Lessor’s negligence. Lessee agrees to leave the Premises in as good order and condition as when received by Lessee, reasonable wear, tear, force majeure and permitted use excepted, and Lessee shall have the right to remove all of its sets, structure, and other material and equipment from said Premises and shall make all good faith, reasonable efforts to do so in a timely manner. 9. Lessee shall not construct, erect, build or fabricate any structure on the Premises or add any props, temporary or permanent, to the Premises for any purpose. 10. Lessee and Lessor agree to jointly inspect the Premises prior to and following Lessee’s use, specifying in writing all existing damage, if any. Lessor agrees to submit in writing within thirty (30) days of vacating the Premises a detailed list of all apparent property damage for which 2 3085fc01-4809-4dae-b561-2611e034052e.doc Lessor claims Lessee is responsible and shall permit Lessee’s representatives to inspect such damage. Lessee shall reimburse Lessor for all property damage listed on the detailed list within thirty (30) days of receipt of the list. 11. Lessee shall not be obligated to make any actual use of photography, recordings, depictions, or other references to the Premises in any motion picture or otherwise. 12. All rights of every kind in every media (whether now known or unknown) in and to the photography and sound recordings made by Lessee in accordance with this Agreement shall be solely owned in perpetuity by Lessee. Notwithstanding the foregoing, nothing in this Agreement shall cause Lessor or any other party to forfeit or transfer to Lessee any rights associated with the Premises that Lessor or such other party had or acquires apart from this Agreement. 13. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma applicable to agreements of this nature and Lessor hereby consents to the jurisdiction and venue of said State. 14. This Agreement is entered into as of the date indicated below, represents the entire agreement between the parties, and may be amended only in writing signed by the parties. 15. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. ACCEPTED AND AGREED: OKLAHOMA CITY NATIONAL ____________________________________ MEMORIAL FOUNDATION By: By: Kari Watkins, Executive Director Name: Title: 3 3085fc01-4809-4dae-b561-2611e034052e.doc Exhibit 1 Description of personnel and equipment on the Premises during the Term: 4 3085fc01-4809-4dae-b561-2611e034052e.doc Exhibit 2 Description of the Picture: 5 3085fc01-4809-4dae-b561-2611e034052e.doc