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Allen, Louise

From: Shao, MisaraSent: Friday, February 22, 2013 4:17 PMTo: Allen, Louise; Brandie HorstkampCc: Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; nyhilbo@gmail.com KehoeSubject: RE: The Blacklist Pilot - Hertz Account

State of incorporation is California.

From: Allen, Louise Sent: Friday, February 22, 2013 1:16 PM To: Brandie Horstkamp; Shao, Misara Cc: Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; nyhilbo@gmail.com Kehoe Subject: RE: The Blacklist Pilot - Hertz Account Brandie …  On the Master Rental Agreement, enter “Woodridge Productions, Inc.” not “The Blacklist” in the blank on the third line. Misara can tell you what the state of incorporation is and that state should be inserted in the blank in the next line before the word “corporation”.  After you revise the first page, please email us copies signed by the vendor as well as production.  Thanks,  Louise  

From: Brandie Horstkamp [mailto:brandiehorstkamp@hotmail.com] Sent: Friday, February 22, 2013 3:34 PM To: Shao, Misara Cc: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; nyhilbo@gmail.com Kehoe Subject: Re: The Blacklist Pilot - Hertz Account attached is the signed Hertz agreement and addendum. Thanks so much! On Feb 19, 2013, at 9:58 PM, Shao, Misara wrote:

Brandie, please go ahead with this Hertz agreement. Changes, if any, will be explored at a later date. Thank you. From: Shao, Misara Sent: Tuesday, February 19, 2013 4:46 PM To: Allen, Louise; Brandie Horstkamp; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; nyhilbo@gmail.comKehoe Subject: RE: The Blacklist Pilot - Hertz Account

lallen

Pencil

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Allen, Louise

From: Brandie Horstkamp [brandiehorstkamp@hotmail.com]Sent: Wednesday, February 20, 2013 8:10 AMTo: Shao, MisaraCc: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; nyhilbo@gmail.com KehoeSubject: Re: The Blacklist Pilot - Hertz Account

thanks! On Feb 19, 2013, at 9:58 PM, Shao, Misara wrote: Brandie, please go ahead with this Hertz agreement. Changes, if any, will be explored at a later date. Thank you. From: Shao, Misara Sent: Tuesday, February 19, 2013 4:46 PM To: Allen, Louise; Brandie Horstkamp; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; nyhilbo@gmail.com Kehoe Subject: RE: The Blacklist Pilot - Hertz Account Hi Brandie, I’m trying to get confirmation on a couple of provisions within the agreement and the addendum. Since it’s getting late where you are, I thought I’d just send you this message to let you know I haven’t forgotten about it, just waiting on some info. If you need to close with Hertz immediately, then go ahead and do so but explain that it will be on a non-precedential basis and that our next contract with them may look a bit different. Thanks, Misara From: Allen, Louise Sent: Tuesday, February 19, 2013 9:49 AM To: Brandie Horstkamp; Coss, Renee; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Shao, Misara; nyhilbo@gmail.com Kehoe Subject: RE: The Blacklist Pilot - Hertz Account I can confirm that this is the pre‐approved form in place with Hertz.  Ok with Risk Mgmt if you sign.    Please wait for approval from Misara.   Thanks,   Louise  

From: Brandie Horstkamp [mailto:brandiehorstkamp@hotmail.com] Sent: Friday, February 15, 2013 10:43 AM To: Allen, Louise; Coss, Renee; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Shao, Misara; nyhilbo@gmail.com Kehoe Subject: Fwd: The Blacklist Pilot - Hertz Account Please see attached the contract for Hertz. Is it okay for Production to sign?

MASTER RENTAL AGREEMENT

(Approved for Sony Related Productions)

This Agreement, dated this ___ day of ______________, 20____ by and between Hertz

Equipment Rental Corporation (“HERC”), a Delaware corporation, having a principal place of business at

225 Brae Boulevard, Park Ridge, New Jersey 07656, and ________________________________

(“Customer“), a ______________________ corporation, having a principal place of business at

________________________ ________________________________.

W I T N E S S E T H

WHEREAS, Customer rents construction and heavy equipment from HERC from time to time,

and

WHEREAS, HERC and Customer intend to enter into a master equipment rental agreement

pursuant to this Master Rental Agreement (the Agreement), the terms and conditions of which shall

control any and all equipment rentals transacted between HERC and Customer,

NOW THEREFORE, HERC and Customer mutually agree as follows:

1. PURPOSE AND TERM. The foregoing recitals are incorporated by reference as if fully set forth

herein. The terms and conditions of this Agreement shall control the rental of the Equipment between the

parties and shall supersede any and all other written terms and conditions, including but not limited to

rental agreements or any purchase orders issued by either party. The term of the Agreement shall be for

a period of [Term of Agreement]. . Each individual rental transaction shall be for no more than a 4

week rental term. To the extent that a rental term would exceed four weeks, each rental term shall be

deemed to be multiple, automatically renewing, recurring and uninterrupted four-week (or any relevant

part thereof) rentals, with each successive rental being governed by these terms and conditions. Should

there be multiple, consecutive 4 week rentals, any responsibility of a party hereunder relating to or

associated with the end of the rental term shall become effective at the end of the final rental term and the

computation of the hours of operation for the purpose of Paragraph 4 will be computed by averaging the

hours of operation over all the consecutive Rental Terms.

2. NATURE OF THIS AGREEMENT. This agreement is solely for the purpose of creating rental

transactions, which allow Customer to use the Equipment as permitted by this Agreement. Customer

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represents that the Equipment herein is to be used solely and exclusively for business or commercial

purposes. The Equipment is owned by HERC. Customer acknowledges that no one other than HERC

may transfer the Equipment or any rights or obligations under this Agreement. Any attempted transfer of

the Equipment by anyone other than HERC is void. Neither Customer nor any Authorized Operators are

agents of HERC. No one may perform major service or repair or alter the Equipment without HERC's

prior written approval except for emergencies, which threaten life, property, or production. Customer

remains responsible for lubrication and readiness checks as set forth in Paragraph 5. below. Customer

will not suffer any liens or encumbrances related to Customers’ use or possession to attach to the

Equipment and will defend, indemnify and hold HERC harmless from all loss, liability and expense by

reason thereof.

3. WHO MAY OPERATE THE EQUIPMENT? Only Customer and the following persons with

Customer’s permission ("Authorized Operators"), may operate the Equipment: Customer's employer,

employees, fellow employees in the course of such employee's regular employment, and Customer’s

contractor employees during the course of performing work. Customer and all Authorized Operators must

be properly qualified to operate the Equipment and have a valid operator's license with respect to the

Equipment where required by law. USE OF THE EQUIPMENT BY PERSONS OTHER THAN AS

PROVIDED FOR IN THIS PARAGRAPH WILL BE AT CUSTOMER'S SOLE RISK.

4. RENTAL CHARGES Customer will pay HERC on demand at the originating HERC branch, or

such other location as HERC may instruct Customer to make payments, all rental, time, mileage, service,

transportation, refueling service, and other charges and sums in accordance with this Agreement, all

sales and use taxes or tax reimbursement imposed with respect to the Equipment and this Agreement,

and all reasonable expenses, including reasonable outside attorneys’ fees, incurred in collecting same.

Any hourly charges shall only be applicable during the first 24 hours in which the Equipment is in the

care, custody or control of Customer. Thereafter, the daily, weekly or four-week rate, as applicable, will

apply. All charges are subject to a final audit by HERC. Rentals are F.O.B. the originating HERC

branch unless otherwise specified. Customer will pay reasonable shipping charges, but not transit

damages, from such branch to the Delivery Address and return. All rates for rentals in excess of 4 weeks

are subject to change upon thirty (30) days notice in writing. Charges not paid after thirty (30) day notice

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and an opportunity to cure, as required by Section 7 this Agreement, may be subject to a reasonable late

payment fee. Customer may also be charged a reasonable fee for any method of payment used for

payment hereunder that is returned unpaid.

5. CUSTOMER'S RESPONSIBILITIES. Customer must return the Equipment to HERC in the same

good and clean condition it is in when Customer receives it, ordinary wear excepted. The Equipment

must be returned to HERC at the HERC branch from which it was rented. Customer acknowledges that it

must confirm return receipt of the Equipment by HERC at the time the equipment is returned. Until such

time as HERC receives actual possession of the Equipment, Customer agrees to hold said Equipment in

a safe and secure manner. The Equipment will be used solely in Customer's business. Customer shall

notify the renting branch by telephone or fax, prior to any equipment movements between Customer’s job

sites. The Equipment will be used only in accordance with the manufacturer's instructions within its rated

capacity. Customer will promptly notify HERC of any accident, damage or failure involving the Equipment

and will reasonably cooperate with HERC in gathering information in connection therewith. Customer will

perform or cause to be performed lubrication and readiness checks of the Equipment, including but not

limited to: checking of the Equipment before each shift; checking and maintaining crankcase,

transmission, cooling and fluid systems daily; and checking tire pressure and battery fluid and charge

levels weekly. If the Equipment fails to operate properly or becomes in need of repair, Customer will

immediately cease using same and will immediately notify HERC. Customer further agrees, at

Customer's sole reasonable cost and expense, to secure and maintain in force during the entire term of

this Agreement insurance meeting the requirements set forth in Paragraph 9, for the benefit of HERC as

Lessor of the Equipment.

IF THE EQUIPMENT IS USED IN ANY MANNER THAT WOULD CONSTITUTE A

DEFAULT UNDER PARAGRAPH 7. OR IN VIOLATION OF THIS AGREEMENT, OR

IS OBTAINED FROM HERC BY FRAUD OR MISREPRESENTATION, OR IS USED

IN FURTHERANCE OF ANY ILLEGAL PURPOSE, ALL SUCH USE OF THE

EQUIPMENT IS WITHOUT HERC’s PERMISSION.

6. RISK OF LOSS. All loss of or damage to the Equipment, unless such loss or damage results

from a latent defect(s) or fault or negligence or willful misconduct on the part of HERC, while on rental

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and in Customer's care, custody or control, including, but not limited to, fire, flood, theft, comprehensive

losses, collision and rollover, and Acts of God, will be the responsibility of Customer and will be paid to

HERC within reasonable time after investigation upon Customer's receipt of an invoice, therefor. Such

responsibility is limited to: (1) reasonable repair cost or (2) the actual cash value of the Equipment at the

time it is lost or damaged, less its salvage value. THE COST OF LABOR FOR SUCH REPAIRS WILL BE

EITHER HERC’s THEN PREVAILING REASONABLE HOURLY RATE FOR LABOR, POSTED AT THE

HERC BRANCH WHERE THE EQUIPMENT IS TO BE REPAIRED, OR THE REPAIRER'S

REASONABLE HOURLY RATE FOR LABOR CHARGED TO HERC FOR SUCH REPAIRS, AS THE

CASE MAY BE. Parts will be charged to HERC’s cost therefor as reasonably charged to HERC by the

supplier or repairer, as the case may be. Use of the Equipment by persons other than as provided for in

Paragraph 3 herein will be at Customer's sole risk. Customer and any Authorized Operator hereby

assume all risk of loss or damage and waive all claims against HERC by reason of any property left, or

stored, by Customer or any other person in or upon the Equipment, and further agree to indemnify and

hold harmless HERC, its subsidiary and affiliated companies, parent company and its and their officers,

agents and employees (the HERC Indemnities), from and against all loss, liability, claim, action or

expense, including but not limited to reasonable outside attorneys' fees, arising out of such loss and

damage to the extent such loss or damage is not the result of latent defect(s), fault or negligence or willful

misconduct of HERC Indemnities. In the event of concurrent responsibility, each party shall share equally

in the defense and indemnity cost.

7. EVENTS OF DEFAULT. After thirty (30) days notice from HERC and an opportunity to cure,

Customer shall be in default of this Agreement if Customer fails to pay any uncontested rent when due or

if Customer breaches any of the other terms of this Agreement, or if Customer becomes insolvent or

ceases to do business as a going concern, or if a petition in bankruptcy is filed by or against Customer.

Customer will further be deemed to be in default if the Equipment is used: (a) to carry persons for hire; (b)

to carry persons other than Authorized Operators or helpers employed by Customer (unless authorized

by HERC), all of whom will ride only within the cab of the Equipment, and then only if such carriage is

lawful; (c) to transport property for hire unless Customer obtains all necessary permits and licenses; (d) in

violation of any law or ordinance; (e) in any race, test, or contest; (f) in a reckless, negligent or abusive

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manner, or is intentionally damaged by Customer or with Customer's permission; (g) for the carrying or

hauling of explosives or other hazardous material in a manner inconsistent or in violation of applicable

laws, rules or regulations; (h) in violation of Paragraphs 4 or 5 above or (i) in any fashion or manner for

which the Equipment was not designed or beyond the manufacturer's rated capacity of the Equipment.

8. REMEDIES OF HERC. In case of default by Customer, HERC may peaceably enter the premises

after reasonable notice to the manager of the facility where the Equipment is located and render it

inoperative or remove same.

9. CUSTOMER'S INSURANCE OBLIGATION.

a) Commercial General Liability and Property Damage Liability Insurance (Third party)

Customer will, at its expense, at all times during the term of this Agreement, maintain in Commercial

General Liability and Property Damage Liability Insurance with a limit for bodily injury, including death, of

$500,000 for each accident, and with a limit of liability of $1,000,000 for each accident, and with a limit of

liability for property damage of $250,000 for each accident, on a primary and not excess or contributory

basis, for Customer’s liability for damages sustained by any person or persons, including, but not limited

to, agents or employees of Customer, as a result of the Customer’s maintenance, use, operation,

possession, storage, erection, dismantling, servicing or transportation of the Equipment. Customer will,

on demand, furnish HERC a Certificate of Insurance evidencing such insurance, and Customer hereby

warrants that it shall maintain continuity of the above referenced insurance coverage throughout the term

of the Agreement. Failure to maintain continuity of said coverage shall be a material breach of the

Agreement giving HERC the right to terminate the Agreement. Customer agrees to abide by all terms

and conditions of said insurance. Customer, its agents and employees will cooperate fully with HERC

and Customer’s insurer in any investigation, prosecution or defense of any claim or suit arising therefrom

and will do nothing to impair or invalidate the applicable insurance coverage. HERC’s acceptance of

Customer’s Certificate (s) of Insurance will not be deemed a waiver or modification of Customer’s

insurance, indemnity or any other obligation under this Agreement. The aforesaid Customer insurance

obligation will not in any way limit the ultimate Customer liability hereunder.

b) Property Insurance (HERC’s Equipment)

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Customer will, at its own expense and at all times during the term of this Agreement, maintain in force

Property Insurance in an amount adequate to cover any damage to, or loss of, the Equipment being

rented under this Agreement. Customer’s policy must expressly cover non-owned equipment while in

Customer’s care, custody and control. Customer will, on demand, furnish HERC a Certificate of

Insurance evidencing such insurance and Customer hereby warrants that it shall maintain continuity of

the said coverage throughout the term of the Agreement. Failure to maintain continuity of said coverage

shall be a material breach of the Agreement giving HERC the right to terminate the Agreement. The

amount, of the insurance required herein must be acceptable to HERC. Customer agrees to abide by all

of the terms and conditions of such insurance.

10. CUSTOMER'S OBLIGATION TO INDEMNIFY. Customer will defend, indemnify and hold

harmless HERC, its subsidiaries, parent company and its and their officers, agents and employees, from

and against all loss, liability, claim, action or expense, including reasonable outside attorneys' fees, by

reason of bodily injury, including death, and property damage, sustained by any person or persons,

including but not limited to employees of Customer, to the extent of Customer's willful misconduct or

negligent maintenance, use, possession, operation, erection, dismantling, servicing or transportation of

the Equipment, or Customer's failure to comply with the terms of this Agreement.

11. HERC'S OBLIGATION TO INDEMNIFY. HERC will defend, indemnify and hold harmless

Customer, its subsidiaries, parent company and its and their officers, agents and employees, from and

against all loss, liability, claim, action or expense, including reasonable outside attorneys' fees, by reason

of bodily injury, including death, and property damage, sustained by any person or persons, including but

not limited to employees of Customer, as a result of any defects in the Equipment or HERC's willful

misconduct or negligent maintenance, use, operation, erection, dismantling, servicing or transportation of

the Equipment, or HERC's failure to comply with the terms of this Agreement.

12. CUSTOMER'S COMPLIANCE WITH LAW. Customer will, at its expense, comply with all

federal, state and local laws and regulations affecting the Equipment and its use, operation, erection,

design and transportation, including without limitation, licensing and building code requirements and will

defend, indemnify and hold HERC harmless from all loss, liability or expense resulting from Customer's

actual or alleged violations of any such laws, regulations or requirements.

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13. HERC'S COMPLIANCE WITH LAW. HERC will, at its expense, comply with all federal, state

and local laws and regulations affecting the Equipment and its use, operation, erection, design and

transportation, including, without limitation, licensing, OSHA and ANSI requirements and will defend,

indemnify and hold Customer harmless from all loss, liability or expense resulting from HERC's actual or

alleged violations of any such laws, regulations or requirements.

14. NOTICE OF LOSS OR ACCIDENT. In the event of the loss or theft of or damage to the

Equipment, Customer agrees to notify HERC by telephone, and thereafter to report in writing to HERC

and the public authorities (where required by law). Customer will cause its agents and employees to give

HERC and the public authorities proper and full information and reasonable assistance in the

investigation and prosecution of any matter resulting from said loss theft or damage.

15. CONDITION OF THE EQUIPMENT. HERC warrants that the equipment, upon delivery to

Customer, to be in good mechanical and merchantable condition. Customer acknowledges having

reasonably examined the Equipment upon its delivery. Customer's acceptance or use of the Equipment

constitutes Customer's acknowledgment that, to the best of the customer’s knowledge, the Equipment is

in apparently good mechanical condition at that time. HERC shall provide twenty-four (24) hours, seven

(7) day a week service during Customer’s possession of the Equipment. If the Equipment is found by

Customer not to be in good mechanical condition, as a result of conditions not the responsibility of

Customer, nor caused by the fault or negligence of Customer or Customer’s employees or agents,

Customer will promptly notify HERC, whereupon HERC will suitably replace the Equipment as soon as is

reasonably possible during Customer’s normal operations. This Agreement to be tolled for the period the

Equipment is "down" or HERC may remove the Equipment and terminate this Agreement and refund

payments of rental charges, if any, for the unexpired term of this Agreement less whatever is due HERC

for damage to equipment which is the responsibility of Customer. Customer agrees to provide

reasonable access to the Equipment to HERC's representatives so as to enable HERC to meet its

responsibilities hereunder. Notwithstanding the foregoing provisions of this Paragraph, Customer agrees

to indemnify and hold harmless HERC, its subsidiary and affiliated companies, parent company and its

and their officers, agents and employees to the extent provided in Paragraph 10 of this Agreement, and

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HERC agrees to indemnify and hold harmless customer, its subsidiaries, parent company, and its and

their officers, agents and employees to the extent provided in Paragraph 11.

EXCEPT TO THE EXTENT PROVIDED IN PARAGRAPHS 6, 11, AND 13, THE

FOREGOING IS IN LIEU OF (i) ALL WARRANTIES, EXPRESS, IMPLIED OR

STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF

MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A

PARTICULAR PURPOSE; AND OF (ii) ALL OBLIGATIONS OR LIABILITY ON THE

PART OF each party to the other party for FOR DAMAGES, INCLUDING, BUT NOT

LIMITED TO INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING

OUT OF OR IN CONNECTION WITH THE RENTING, MAINTENANCE, USE,

OPERATION, STORAGE, ERECTION, DISMANTLING OR TRANSPORTATION OF

THE EQUIPMENT.

16. FORCE MAJEURE/INFRINGEMENT. Any failure of performance by Customer or HERC due to

causes beyond Customer or HERC's reasonable control, including but not limited to acts of civil or military

authority, Acts of God, labor difficulties, failure of transportation, and delays of suppliers, will not be

deemed to be a default by Customer or HERC.

17. LATE PAYMENT FEE. Should Customer fail to pay any invoice, other than contested amounts,

to HERC in accordance with the terms of such invoice, Customer will pay a late payment fee of 1.8% per

month to HERC on such delinquent payment until fully paid.

18. REFUELING OPTIONS. HERC agrees to provide the Equipment to Customer with full fuel tanks.

Customer may return the Equipment with full fuel tanks(s) or allow HERC to refuel the Equipment. If

Customer returns the Equipment with the fuel tank(s) less than full, Customer will pay to HERC a sum

equal to HERC’s then-applicable refueling service charge posted at the HERC branch where the

Equipment is returned for the number of gallons required to refill the tank(s) at the time of return.

19. ATTORNEYS' FEES. In the event of any action to enforce this Agreement or to seek a

declaration of rights or responsibilities hereunder, the prevailing party will be entitled to reasonable

outside attorneys' fees in addition to all other costs and expenses allowed by law. Both parties agree to

waive trial by jury in connection with any disputed that may arise from this agreement.

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20. MERGER/MODIFICATION/SEVERABILITY. This Agreement expresses the entire agreement

between the parties with respect to the subject matter hereof. No change, modification or alteration of the

terms hereof will be effective as against Customer or HERC unless same is in writing and signed by a

duly authorized officer of Customer or HERC. Customer's and HERC's execution of this instrument

and/or acceptance of delivery of any part of the Equipment to be furnished hereunder shall constitute

Customer's and HERC's acceptance of all of the terms and conditions contained herein. The paragraph

headings contained in this Agreement are for convenience only and will not be used to expand or limit the

actual terms and conditions hereof. This Agreement shall be governed and construed in all respects by

the laws of the state in which the equipment is delivered to Customer. If any provision or any part of any

provision of this Agreement or the application thereof is hereafter held invalid or unenforceable, the

remainder of this Agreement shall not be affected thereby and to this end the provisions of this

Agreement are declared severable.

IN WITNESS WHEREOF, the parties hereto have duly signed, sealed and delivered this instrument as of

the day and year first above set forth.

ATTEST: CUSTOMER (“Customer”)

_______________________ By: _______________________________

Title: ______________________________

Date: ______________________________

ATTEST: HERTZ EQUIPMENT RENTAL CORPORATION (“HERC”)

______________________ By: _______________________________

Title: ______________________________

Date: ______________________________

MASTER RENTAL AGREEMENT

ADDENDUM

RENTAL OF MOTOR VEHICLES

(Approved for Sony Related Productions)

This Addendum to the Master Rental Agreement dated ___________________, 2011

(“Agreement”) by and between Hertz Equipment Rental Corporation (“HERC”) and

___________________________________________ (“Customer”) shall be effective

_________________, 2011.

Customer desires to rent motor vehicles pursuant to the Agreement;

HERC agrees to make such rentals available to Customer under the Agreement; such

rentals of motor vehicles shall be rented to Customer by The Hertz Corporation

(“Hertz”), the parent corporation of HERC, pursuant to the terms and conditions of this

Addendum.

Now therefore, Customer and HERC hereby agree as follows:

1. Customer may rent motor vehicles from Hertz under the Agreement pursuant to this

Addendum. Customer acknowledges that the rental of motor vehicles under the

Agreement is a rental between Hertz and Customer, and is rented subject to the Terms

and Conditions attached hereto and incorporated herein as Exhibit 1.

2. Any motor vehicles rented under this Addendum from Hertz may only be operated by

individuals with a valid drivers license. Customer shall be solely responsible for ensuring

that the motor vehicles rented under this Addendum are only operated by individuals with

a valid driver’s license. Customer agrees to defend, indemnify and hold harmless Hertz

and HERC from any and all claims including reasonable outside attorney’s fees arising from

the operation or use of a motor vehicle rented by Customer under this Addendum by any

individual or individuals excluding Hertz or HERC employees or agents without a valid

drivers license.

3. Customer shall secure the keys and the motor vehicles rented under this Addendum

when not in use.

Except as expressly modified by this Addendum, the terms and conditions of the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by

their respective authorized representatives.

THE HERTZ CORPORATION _________________________

By: ____________________________ By:___________________________

Name: __________________________ Name:_________________________

Title:___________________________ Title:_________________________

Date:___________________________ Date:_________________________

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Allen, Louise

From: Allen, LouiseSent: Wednesday, February 20, 2013 9:48 AMTo: Shao, Misara; Barnes, BritianeyCc: Luehrs, Dawn; Zechowy, LindaSubject: RE: The Blacklist Pilot - Hertz Account

Thanks for clarifying Britianey!  

From: Shao, Misara Sent: Tuesday, February 19, 2013 8:03 PM To: Barnes, Britianey; Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda Subject: RE: The Blacklist Pilot - Hertz Account OK. Thanks, Britianey!

From: Barnes, Britianey Sent: Tuesday, February 19, 2013 5:03 PM To: Shao, Misara; Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda Subject: RE: The Blacklist Pilot - Hertz Account I think that was a concern for Feature Legal as well but the best they did was add ‘outside’ in front of attorney’s fees to follow the indemnity paragraph (10).  

Britianey P. 310.244.4241 F. 310.244.6111 britianey_barnes@spe.sony.com  

From: Shao, Misara Sent: Tuesday, February 19, 2013 5:01 PM To: Barnes, Britianey; Allen, Louise Cc: Luehrs, Dawn; Zechowy, Linda Subject: RE: The Blacklist Pilot - Hertz Account Sorry, it is paragraph 19. Thanks.

From: Barnes, Britianey Sent: Tuesday, February 19, 2013 4:59 PM To: Allen, Louise; Shao, Misara Cc: Luehrs, Dawn; Zechowy, Linda Subject: RE: The Blacklist Pilot - Hertz Account Hi Misara/Louise – The attached approved Hertz agreements were negotiated almost 2 years ago now. Myself, Linda and Feature Legal went through an extensive process with the Hertz representatives (including their legal) and the attached was the final product. Hertz would not agree to make any further revisions.   

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Hertz rents equipment and vehicles. When a production rents a vehicle in addition to equipment or just a vehicle, they are required to sign both the agreement and addendum. If they rent equipment only they do not have to sign the addendum.   There is not a “Master Agreement” with Hertz that has been negotiated through Procurement or Travel. If it is to be revisited, feature Legal would need to be involved as well. Risk Management would have no additional changes to make. Louise – Both forms are saved in the h drive under auto.  Misara – I looked at paragraph 20 and it does not mention attorney’s fees? Please advise which paragraph contains the attorney’s fees.  Regards,  

Britianey P. 310.244.4241 F. 310.244.6111 britianey_barnes@spe.sony.com  

From: Allen, Louise Sent: Tuesday, February 19, 2013 11:02 AM To: Shao, Misara; Barnes, Britianey; Luehrs, Dawn Subject: RE: The Blacklist Pilot - Hertz Account This is actually the first time I have seen that Hertz pre‐approved agreement as Britianey normally seems to handle Hertz.  I went back through our files and found various times Britianey had approved it as the proper form.  When I scanned through it, there was nothing aggregious to Risk Mgmt so I just approved as is.  Britianey should be in the office soon and can probably provide some background info.  I “THINK” this is a master agreement negotiated through travel but I’m not sure.  I would like to have a signed copy of the Master Agreement if there is one floating around.  Brit … can you shed some light on this?  

From: Shao, Misara Sent: Tuesday, February 19, 2013 1:56 PM To: Allen, Louise Subject: RE: The Blacklist Pilot - Hertz Account Hi Louise, I don’t want to fiddle with the pre-approved form. However, I note that paragraph 20 is for attys’ fees and Legal usually does not like to have that provision in a contract. Since everything on pilots is on a rush basis, it seems, I wonder if I should just let it go for now. Also, do you happen to know what’s the purpose for the Addendum? Thanks! Misara

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Allen, Louise

From: Shao, MisaraSent: Friday, February 15, 2013 11:43 AMTo: Allen, Louise; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Aberg, PamelaSubject: Re: Fwd: The Blacklist Pilot - Hertz Account

Thanks!

From: Allen, Louise To: Shao, Misara; Luehrs, Dawn; Barnes, Britianey; Zechowy, Linda; Aberg, Pamela Sent: Fri Feb 15 08:35:32 2013 Subject: RE: Fwd: The Blacklist Pilot - Hertz Account

Adding Pam Aberg as I think there may be a master agreement in place with Hertz.  I’ll check our files re: a pre‐approved form.  Louise  

From: Shao, Misara Sent: Friday, February 15, 2013 11:32 AM To: Luehrs, Dawn; Barnes, Britianey; Allen, Louise; Zechowy, Linda Cc: Shao, Misara Subject: Fw: Fwd: The Blacklist Pilot - Hertz Account Before I review, may I ask whether there is an existing template? Thanks.

From: Brandie Horstkamp <brandiehorstkamp@hotmail.com> To: Allen, Louise; Coss, Renee; Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Shao, Misara; nyhilbo@gmail.com Kehoe <nyhilbo@gmail.com> Sent: Fri Feb 15 07:42:48 2013 Subject: Fwd: The Blacklist Pilot - Hertz Account

Please see attached the contract for Hertz. Is it okay for Production to sign? Begin forwarded message:

From: Catherine Kaminski <ckaminski@hertz.com> Date: February 15, 2013 10:26:09 AM EST To: Brandie Horstkamp <brandiehorstkamp@hotmail.com> Cc: Steven J Yosh <syosh@hertz.com> Subject: Re: The Blacklist Pilot - Hertz Account Please have these reviewed, signed and returned to me. Thank you.

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(See attached file: MRA SONY Approved.pdf)(See attached file: HES Addendum SONY APPROVED.pdf) Catherine Kaminski Senior Sales Nationwide Hertz Entertainment Services | Nationwide, , Phone: 973-465-6923 | Fax: 866-444-9749 | Mobile: 917-548-2984 ckaminski@hertz.com | www.hertz.com From: Brandie Horstkamp <brandiehorstkamp@hotmail.com> To: Steven J Yosh <syosh@hertz.com> Cc: Catherine Kaminski <ckaminski@hertz.com> Date: 02/15/2013 09:55 AM Subject: The Blacklist Pilot - Hertz Account Hi Again! I'm working with Mike Fennimore and Hilary Kehoe on this upcoming pilot. I wanted to open up an account because Mike is going to need a van on Monday. I have attached out credit letter and letter of guarentee. Let me know what else you need! Look forward to working with you! Brandie Brandie Horstkamp-Mora Assistant Production Office Coordinator "The Blacklist" - Woodridge Productions, Inc. Silvercup Studios 42-22 22nd Street Long Island City, NY 11101 718.906.2440 Office 718.906.2339 Fax 301.751.3971 Cell [attachment "Credit Ref Sheet Blacklist.pdf" deleted by Catherine Kaminski/HER/Hertz] [attachment "Letter Guarentee.pdf" deleted by Catherine Kaminski/HER/Hertz] --------------- This message (including attachments) may contain information that is privileged, confidential or protected from disclosure. If you are not the