HomeMy WebLinkAbout000972 Original Contract City of Port Angeles
Record # 000972
ACCESS AGREEMENT
This Agreement ("Agreement") is entered as of August 25, 2015, by PSG Motion Pictures,
LLC ("Producer"), and The City of Port Angeles for access to the Port Angeles Police Department
(together "Department"), in connection with the filming and recording (the "Recording(s)" and,
each such activity, to "Record") by Producer and its designees, of Department's business operations,
Department personnel and locations and facilities owned, operated and/or controlled by Department,
including but not limited to all Department property, any and all locations where the Department is
performing official police business (and has the legal right to provide access to Producer), and in
Department vehicles and equipment, including, without limitation, in Department vehicles while
Department personnel conduct official police business (collectively, the "Facilities") in connection
with a television program tentatively entitled "American Amazon Rangers"(the "Program").
In consideration of Producer's time and effort developing and producing the Program, and for
other good and valuable consideration, the receipt and sufficiency of which being hereby
acknowledged, the parties agree as follows:
1. Producer desires to produce the Program potentially featuring Department, its work,
procedures, personnel and stories. Department desires to potentially be featured in the Program.
2. Department hereby grants Producer and its designees access to the Facilities,
Department personnel and past, present and future cases of any and all kind and nature (but subject to
Department's determination in advance of a limited amount of cases Producer can't access, if any) in
connection with producing one or more episode(s) (the "Episode(s)") of the Program. Department
agrees to use best efforts to accommodate Producer's production schedule in connection therewith.
3. The term of this Agreement shall commence upon the date set forth above and shall
continue for a period of twelve (12)months from the date of mutual execution of this Agreement(the
"Term"). Upon Producer's requests within ninety (90) days prior to the expiration of the then-
current Term, Department will enter into good faith negotiations with Producer to renew for
successive one(1) year periods.
4. Department hereby grants permission to Producer to Record its employees and other
personnel. Department agrees to facilitate obtaining signed releases from its employees and other
personnel in the form provided by Producer and approved by Department in advance (if requested).
All Producer film activity scheduling will be subject to and under control of the Department officer
in charge. Producer recognizes that some officers and citizens may refuse to be filmed and that the
Department has no obligation to compel them to do so.
5. Department shall provide to Producer, prior to the commencement of production, a
safety briefing that covers all guidelines, rules, regulations, safety requirements and all other
applicable information that Department would like Producer to be aware of in connection with
recording Department activities.
6. The Department agrees not to: (i) grant any third party rights similar to the rights
being granted in this Agreement (e.g., for a television production, documentary and film production
and promotion of same) or in the license agreement referenced in paragraph 9 below for the purpose
of producing any other production similar to Program; or (ii) allow or agree to allow any third party
access to the Department personnel or Facilities for the purpose of filming or producing television,
digital or feature film programming for a period commencing as of the date hereof through and
continuing until the later of: (a) the conclusion of the Term and any extensions thereof; or (b)
eighteen (18) months following the initial broadcast of the final Episode(s) of the Program. For
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clarity, nothing herein shall prohibit Department from providing materials (licensed to Producer) to
local news organizations.
7. The parties expressly agree that the relationship between them under this Agreement
is that of two principals dealing with each other as independent entities. At no time, past, present or
future, shall the relationship of the parties be deemed, nor is it intended, to constitute an agency,
partnership, joint venture, or collaboration for any reason whatsoever. Neither party, nor its
respective employees, officers, agents or contractors, shall have the right, power or authority at any
time to act on behalf of, bind or represent the other party. Each party shall not represent to any third
party that it is an officer, agent, employee, or representative of the other party.
8. Without in any way limiting the foregoing, the parties acknowledge and agree that,
although this Agreement permits access for the purpose of production of the Program, the parties
shall not act jointly in terms of the production of the Program and/or the purposes of law
enforcement. To that end,the parties shall act independently of each other, neither party has the right,
power or authority to direct or control the action of the other, and each party shall be solely
responsible for its actions. Specifically, each party is solely responsible for its compliance with state,
federal and/or local laws.
9. Department agrees to execute a license agreement provided by Producer granting
the right to use video and audio shot by Department from "on-body" cameras (if applicable). Other
Department operational audio and/or video or other materials provided by Department shall be
referred to herein collectively as the "Operational Audio/Video/Materials." Further, Department
agrees to accommodate: a) Producer's requests to record new footage; b) secure clearance agreements
(e.g., talent releases, appearance releases, location releases, logo and acquired materials licenses,
etc.); c) provide access to material (e.g., stills, video, etc.) gathered in connection with Department's
business and police activities and access to material (e.g., stills, video, etc.) otherwise obtained by
Department to be used in and in connection with the Program. Department also agrees to give
Producer and its designees reasonable access for Producer's cameras and equipment to the Facilities
as reasonably required by Producer in the course of producing the Program. Such Recording will
occur during the production schedule as determined by Producer in coordination with Department.
10. Producer's making of the Recordings shall not materially interfere with
Department's operations and activities. If at any time Department reasonably determines in good
faith that the Recording activity materially interferes with Department's operations and activities,
Department will meet with Producer to address their concerns as applicable and the parties will make
a reasonable effort to rectify the concern; except that in case of a bona fide emergency situation, as
determined by the Department, Department shall have the right to temporarily suspend Producer's
filming activities during the emergency period. Department shall allow filming to resume upon the
expiration of the emergency situation, or within twenty-four (24) hours after escalation of such
emergency situation, whichever occurs first. Producer agrees to use reasonable care to prevent
damage to the Facilities.
11. Excluding the audio and video filmed on "on-body" cameras by Department
personnel in connection with this Agreement (if applicable), which, as between Producer and
G Department, shall be owned by Department and licensed pursuant to the terms and conditions of a
license agreement provided by Producer, all rights of every kind in and to the Program, and all
photographs, film, and Recordings made in connection therewith, including, without limitation, on
r the Facilities shall be and remain vested in Producer, including, without limitation, the right to use
and reuse all such photographs, film, and Recordings and the Operational Audio/Video/Materials
(subject to Paragraph 12 below) in and in connection with the Program throughout the universe and
in any and all media and manner whether now known or hereafter devised in perpetuity, including,
without limitation, in advertisements, promotions, publicity and other material relating to the
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Program. Department and all of its employees, officers, representatives, members, affiliated entities
and individuals who have executed a release shall have no claim or action against Producer or any
other party arising out of any use or nonuse of the photographs, film, and/or Recordings except as
expressly set forth herein. The Recording may be made via film, video, digital recording or any other
similar method, and may include sound, voice and image. Producer shall have the right to modify(in
a temporary manner) Department facilities and equipment to facilitate such Recordings (e.g., install
cameras and microphones in vehicles, etc.) and require Department personnel who agree to
participate in the Program to wear microphones while on-duty or while in or on the Facilities.
Department hereby grants Producer a non-exclusive, non-revocable license to use the Department's
logos, trademarks, service marks, trade names, shield(s), badge(s), official insignia, uniforms and
other intellectual property owned or controlled by Department(collectively, the "Marks") as they are
included in the Recordings and/or in and in connection with the Program in any and all media and
manner whether now known or hereafter devised throughout the universe in perpetuity, including,
without limitation, in advertisements, promotions, publicity and other material relating to the
Program. Without in any way limiting the foregoing, Department hereby grants Producer and its
licensees the right to use the Marks in the name and/or logo(s) of the Program and in the advertising,
promotion and marketing thereof.
12. Department retains the right not to release to Producer Operational
Audio/Video/Materials pursuant to this Agreement on open case(s) with pending investigations if
Department deems such a release would compromise Department investigations on such open cases
with pending investigations, provided that the Operational Audio/Video/Materials is/are not subject
to release under Washington State, or federal, or other applicable law. In addition, Department
agrees not to release Operational Audio/Video/Materials it withholds from Producer to news
organizations or other producers of programming.
13. Notwithstanding the presence of Producer or any of its personnel and equipment on
the Premises and/or accompanying any Department personnel, all Department Facilities shall be
deemed, at all times, to be under the sole and exclusive control of Department. In case of emergency
as described in Section 10 above, Department shall have the right to restrict access of Producer to
Department Facilities.
14. Producer shall secure and maintain in full force and effect the following policies of
insurance to provide coverage for activities in which it engages in connection with or related to this
Agreement. Written evidence in the form of one or more Certificate of Insurance shall be provided
to the Department before Producer commences principal photography in connection the production
of the Program. These coverage requirements for the stated types and limits are not to be construed
as a representation that such insurance coverage is adequate or limits Producer's liability.
15. Commercial General Liability insurance with coverage of not less than $2,000,000
per occurrence, which shall include, but not be limited to, premises and operations, independent
contractors, products/completed operations, and contractual obligations — incluring the duty to
defend, indemnify, and hold harmless obligation set forth below.
16. Motor Vehicle Liability insurance with personal injury coverage of not less than
$1,000,000 per person and$1,000,000 per occurrence. This insurance coverage shall include, but not
be limited to, coverage for all vehicles Producer uses while engaging in activities in connection with
or related to this Agreement.
17. Umbrella Liability Insurance with limits not less than $4,000,000 per claim and
$4,000,000 per occurrence.
18. Producer shall be solely responsible for workers compensation as required by law
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for Producer's personnel who photograph, video or/and record Department deputies engaging in
activities in connection with or related to this Agreement.
19. This insurance coverage shall name The City of Port Angeles, its Departments,
divisions, agents, employees, and affiliates as well as all law enforcement agencies, law enforcement
agency employees, volunteer organizations, individual volunteers, search and rescue organizations,
individual search and rescuers, and all other persons acting at the request of, or in conjunction with,
The City of Port Angeles as additional insureds on such policies in connection with Producer's
activities while covering the Department pursuant to this Agreement.
20. This insurance coverage shall be considered primary to any and all insurance
coverage secured or maintained by The City of Port Angeles, its departments, divisions, agents,
employees, and affiliates as well as all law enforcement agencies, law enforcement agency
employees, volunteer organizations, individual volunteers, search and rescue organizations,
individual search and rescuers, and all other persons acting at the request of, or in conjunction with,
The City of Port Angeles through self-insurance or otherwise.
21. This Agreement shall be interpreted under the laws of the State of Washington
applicable to contracts entered into and fully to be performed therein. The parties consent to
jurisdiction and venue as provided in chapter 4.12 RCW over any action or proceeding arising out of
or relating to this Agreement or the breach thereof, consent to the personal jurisdiction of such
courts, and agree to accept service by mail except for original service of process. No waiver of any
term hereof shall be deemed to be continuing or be deemed to waive any other term hereof. Each
party's rights and remedies herein shall be cumulative and the exercise of any right or remedy shall
not limit any other right or remedy hereunder, at law or in equity. This Agreement may not be
modified nor any provision waived except by a writing signed by both of the parties. This Agreement
constitutes the entire understanding of the parties concerning the subject matter hereof, all prior
negotiations and understandings are merged herein. Each party acknowledges that it has not relied
upon any representations of the other in entering into this Agreement except as set forth herein. If
any provision hereof is deemed to be illegal or unenforceable, then the remainder of the provisions
shall be deemed to continue in full force and effect, and the illegal or unenforceable provision shall
be deemed modified in such a way that its intent is nevertheless complied with to the fullest extent
possible. The parties may execute this Agreement in counterparts, each of which is deemed an
original and all of which only constitute one original.
22. Department's rights and remedies in the event of a breach of this Agreement by
Producer or any other claims in connection with the Program shall be limited to the right, if any, to
recover damages in an action at law and shall not include the right to enjoin, restrain or otherwise
interfere with Producer's or its licensees' or assigns' use of the Recordings or the development,
production, distribution, advertising, promotion, marketing or other exploitation of any productions,
works or materials based upon or derived from the Recordings (including, without limitation, the
Program).
23. Department acknowledges that the activities engaged in by Department and its
employees hereunder are inherently dangerous and can result in physical injury, death,
disfigurement, and/or disablement. Department voluntarily assumes any and all risks, known or
unknown, associated with such activities. Department represents that it and its employees routinely
engage in activities of the nature contemplated herein and Department hereby agrees to voluntarily
release, discharge, waive and relinquish any and all actions, causes of action, claims, liabilities,
damages, demands, penalties, fines, costs and expenses against Producer, its parents, subsidiaries,
successors, officers, agents, employees, contractors, licensees and assigns resulting in any manner
from the activities of Department, its employees, agents, contractors or representatives in connection
with this Agreement. Without in any way limiting the foregoing, due to the inherently dangerous
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activities engaged in by Department and its employees, Department acknowledges and agrees that
the Producer shall not have any liability or responsibility for Department, its employees, agents,
contractors or representatives, including in connection with the Program, except for the negligent or
intentional acts of Producer which result in physical injury, death, disfigurement, and/or disablement
of any Department employee, to the extent that such acts caused, either directly or proximately, the
physical injury, death, disfigurement and/or disablement.
24. Except as required by law or order of the court, Department agrees not to disclose
to any third party, the terms of this Agreement or anything related to its terms, the Producer, or any
programming network or production (except to Department's employees as necessary to effect the
purposes of this Agreement), any sensitive information, including without limitation proprietary
and/or confidential information, about Producer and its affiliates and their respective businesses and
operations that it may have access to and/or become acquainted with in the course of the discharge of
Department's duties hereunder or otherwise. In the event of a subpoena, court order, or public records
request, notice to Producer shall be given to Producer within ten (10) business days of receipt.
Producer agrees to obey all non-appealable court orders for the production of such data. Producer
understands that its employees and agents may be subject to subpoena for testimony in hearings and
trials concerning the events that they witness, but nothing herein shall limit the right of Producer, its
employees or agents to challenge same. Department and its representatives shall not issue any press
releases or public statements about Producer or the Program without Producer's prior written
permission.
25. Producer shall provide the Department the opportunity to review all formal "sit
down" (as opposed to "in the field") interviews of all officers employed by The City of Port Angeles
which Producer desires to use in the Program (the "Sit Down Interviews.") At Department's request
in advance, Department shall have the opportunity to review rough-cut versions of the Sit Down
Interviews solely for factual accuracy and Producer shall maintain sole editorial and creative control.
The Department is to be afforded a period of five (5) working days to review such Sit Down
Interviews (or sooner if required by production exigencies) before Producer publically discloses any
portion(s) thereof, and if no response is provided within such five (5) working day period, the
submission is deemed approved. The Department, in its discretion, may waive the requirement of
Producer to provide the Department the opportunity to review the Sit Down Interviews if a
Department liaison member is present during such interviews. The Department shall exercise all
reasonable efforts to make the appropriate Department liaison member present at "sit down"
interviews of all city personnel.
26. Department acknowledges that Producer is not obligated to actually use the
Facilities or produce the Program or include the Recordings in the Program for which it was shot or
otherwise, use or exploit the Recordings and rights herein granted to Producer. Department further
acknowledges that Producer has full editorial control over the Program, including but not limited to
direction, editing, production, marketing, promotion and advertising.
27. The terms and conditions of this Agreement shall be binding upon the parties, and
their respective executors, administrators, heirs, personal representatives, successors and assigns.
Department may not assign this Agreement or any rights granted hereunder, or delegate any duties or
obligations of Department hereunder to any third party, it being understood that Department's
services are unique and non-fungible in nature. Producer may assign its rights in the Recordings
and/or Program, in whole or in part, to Discovery Communications, LLC, its successors, licensees
and assigns and to any other entity in connection with the production, distribution or exploitation of
the Program.
28. Department hereby represents and warrants that: (i) it has the right, power and
authority to enter into this Agreement and grant all rights granted hereunder; (ii) no other
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authorization or permission is necessary to enable Producer to use the Facilities, conduct the
Recordings and include the Marks in any Recordings; (iii) Department will not engage in any
activity, perform any services, make any agreement, or accept any engagements that may directly or
indirectly interfere in any way with the services or rights granted by Department hereunder; (iv)
neither Department's grant of the rights granted herein nor Producer's exercise of the rights granted
herein shall infringe on the rights of any third party; and (v) Department has complied and will
continue to comply with all applicable laws, codes, permit requirements, rules, orders, judgments,
decrees, ordinances and/or provisions of any foreign, federal, state or local government agency,
authority or court.
29. Department agrees to defend, indemnify and hold harmless Producer, its
subsidiaries, affiliates and their respective officers, directors, agents, employees, sponsors, and
television or other exhibitors (collectively, "Indemnified Parties") against any and all claims, actions,
losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and expenses)
arising out of the actions or omissions of Department, its employees or agents, or out of its breach or
alleged breach of any warranty, representation or other provision of this Agreement by Department.
If they so elect, the Indemnified Parties shall have the right to engage their own counsel in
connection with such claims or to assume defense on their own behalf in the event Department fails
to adequately defend or if the Indemnified Parties' insurance carrier requests that such carrier defend
any claims as a condition of coverage, and any costs incurred in connection therewith shall be paid
entirely by Producer.
30. Producer agrees to defend, hold harmless, and indemnify the Department, its
departments, divisions, agents, employees, and affiliates as well as all law enforcement agencies, law
enforcement agency employees, volunteer organizations, individual volunteers, search and rescue
organizations, individual search and rescuers, and all other persons acting at the request of, or in
conjunction with The City of Port Angeles (collectively, "City Personnel") in connection with
allegations brought against City Personnel in connection with Producer's wrongful acts or omissions
(if any) including: damage and liability for injury to or death of persons and for damage to or
destruction of property occurring during production of the Program which is/are caused by Producer,
and torts arising out of photographing, video recording, and audio recording the activities of
Department deputies engaging in activities in connection with or related to Producer's activities
pursuant to this Agreement. The scope of this duty to defend, hold harmless, and indemnify includes,
but is not limited to Producer's actions (if any) in connection with pre-production, production,
editing, marketing, and publication activities. Producer further agrees to control the defense of any
such claim and retain its own counsel, or at its election, pay the reasonable cost of defending lawsuits
resulting therefrom, including, but not limited to, reasonable attorney's fees, court costs and any
judgment awarded to a third party as the result of such suit if Producer is responsible pursuant to this
Agreement. Producer specifically agrees to indemnify, defend and hold harmless the Department
from and against third-party claims brought against the Department related to intellectual property
claims arising out of Producer's filming activities hereunder in connection with the production of the
Program, except to the extent arising out of the use of any material furnished by Department, any use
of the Marks or otherwise to the extent Department is obligated to indemnify pursuant to Paragraph
29 above. Notwithstanding anything to the contrary contained herein, Producer's obligations in this
paragraph are subject to and shall be limited by the insurance coverage and limits provided in Section
15 and 16 of this Agreement in addition, Producer shall not be obligated to indemnify Department or
City Personnel for any material furnished by Department, any use of the Marks or to the extent
Department is obligated to indemnify pursuant to Paragraph 29 above. Producer agrees that all
Producer's indemnification obligations shall survive the completion, expiration, or termination of
this Agreement.
31. With regard to any claim for which indemnity is sought hereunder, each party shall
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provide the other party with prompt written notice of the claim and shall cooperate in the defense of
the claim as reasonably requested by the other party.
32. The undersigned represent that they are authorized to execute this Agreement on
behalf of their respective party, binding such party to the terms hereof. The provisions of paragraphs
6, 7, 8, 11-12 and 20-32 shall survive the termination or expiration of this Agreement.
AGREED AND ACCEPTED:
CITY OF T ANGELES PSG MOTION PICTURES, LLC
By: By:
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Title: PAIU Title: Q W✓��
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Date: Q Date:
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