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HomeMy WebLinkAboutC2018-543 - 9/5/2018 - NA PRODUCTION AGREEMENT("Agreement") Page 1 of 4 This Production Agreement is entered into by and between the City of Corpus Christi, a home-rule municipal corporation of the State of Texas. Nueces County, Texas ("City") and Langley Productions Inc., a California corporation, Santa Monica, California ("LP"). each acting herein by and through its duly authorized official, effective for all purposes upon the execution by all parties. I. Purpose. LP wishes to participate in ride-along with the Corpus Christi Police Department - Uniform Division ("Department")patrol officers and to photograph,record and film how officers respond to call for service and field operations. Filming will be at 321 John Sartain. Corpus Christi, Nueces County. Texas. and in police vehicles ("Premises"), except those areas of the Premises deemed secure or restricted by City and Department. in connection with the program series that is currently entitled"COPS"("Program")produced by LP. 2.permit and License.,LP shall,at its own expense,obtain all necessary permits and licenses as required by state law and city ordinances before any filming, recording and production on the Premises may commence. LP agrees to comply with all laws and ordinances that govern production and filming in the city of Corpus Christi and state of Texas.LP agrees to provide and file copies of all permits and licenses with the City and Department. 3. Secwity sad Backorouad Check. For security purposes,the Department requires LP, its officers, employees, agents, personnel, staff, representatives, invitees, licensees, crew members, contractors, and subcontractors to comply with the City and Department's background check requirements, including, but not limited to, fingerprinting before access to Premises will be granted. LP agrees to provide the City and Department, at least five(5)working days prior to production and access to Premises,the full name,date of birth, social security and driver license numbers of each member of LP production team who wishes to have access to Premises. 4. Release and Waiver of Liability for Ride-Along. Subject to each individual having passed the background check, each of the LP's officer, employee, personnel, staff, representative, agent, crew member, contractor, subcontractor, and licensee agrees to sign the City and Department's Release and Waiver of Liability and view video(s)regarding ride-along before entering a police vehicle and participating in any ride-along conducted by the City and Department. 5. Term and Access to Premises. Subject to each individual having passed the background check and signed the required separate Release and Waiver of Liability for the ride-along,City and Department grants LP permission to use the interior or exterior of the Premises for the purposes of photographing. filming and recording of footage for possible use in the Program, except those areas deemed secure or restricted by the City and Department. The City and Department also grants LP permission to bring into the Premises the equipment and personnel as LP may deem necessary for production of the Program from September 18, 2018 to November 17, 2018. LP shall maintain Premises in good and safe condition. LP shall use reasonable care to prevent damage to the Premises.and reimburse City and Department for any actual injury or damages to Premises caused by LP. its employees. officers,agents, representatives,staff, personnel,crew members,contractor, subcontractor. licensees,and invitees' activities on the Premises. LP shall remove its equipment upon the expiration of the term and return the Premises in the same order and condition as it received from City and Department. 6. City and Department Control over Safety. LP accepts and acknowledges that in order to protect the integrity of the City and Department's work. maintain the safety of officers. employees. invitees. licensees, the public, and LP's personnel, LP, its employees, officers, personnel. staff representatives. agents. licensees, crew members, contractors. and subcontractors shall comply with all instructions and restrictions imposed by the City and Department, its officers, employees, staff, personnel, and agents at the locations of filming. The City and Department, its officers, employees, agents and contractors have the right to terminate any filming or remove LP. its officers, employees, personnel, staff, representatives, agents, invitees. licensees. crew members, contractors, and subcontractors whose conduct or work may have detrimental effect on safety or interfere, in any manner "`-•- ."h r6* r'ity and Department's performance of its duties. including, but not limited to. encouraging C2018-543 it, contractors, subcontractors. invitees. and/or citizens to act or conduct 9/05/18 Langley Productions Inc. • S1ANNIfl PRODUCTION AGREEMENT("Agreement") Page 2 of 4 themselves in a manner that would endanger the public health, safety or welfare, or to violate City and Department's policies, state or federal law,and/or city ordinances. 7. No Ritht of Entry onto Private Property and Consent Reanired. LP. its employees. personnel. staff. representatives,officers,agents, licensees, invitees,crew members,contractors,and subcontractors shall obtain all consent necessary to enter upon private property. LP will be solely responsible for any and all liability and damages arising out of LP. its officers, employees, agents, personnel, staff, representatives, crew members, contractors, subcontractors, invitees, licensees' unauthorized access or entry onto private property in the course of filming, recording and production of the Program. LP agrees to provide and file copies of all signed written consent forms with City and Department. 8. Production Expenses and Costs. LP accepts and acknowledges that it may not, during the course of filming, subject the City and Department to any expense or cost it would not otherwise ordinarily incur including, but not limited to, officers or employees overtime. All filming costs will be done at LP's sole expense, and LP agrees to reimburse or pay City any inconvenience fee for using public property incurred as a result of LP's activities. 9. Written Consent of City Employees and Participants. LP shall be responsible for obtaining all necessary consent including the written consent of City and Department's officers, personnel. staff, employees, agents, contractors, invitees, licensees,citizens and participants featured in the Program. If a person is a minor, LP shall obtain consent from the minor's parents or guardians. LP agrees to provide and file copies of all signed written consent forms with City and Department. 10. Rithts Granted. Subject only to the limitations and consent requirements in this Agreement, LP and third parties authorized by LP shall have the right to record,edit and produce the Program. including the right to use all scenes and footage of and in connection with the Premises and the name(s), trademarks, logos, emblems and/or badges of the Premises and any organization(s) affiliated with the Premises, as LP deems appropriate in its discretion. LP and third parties authorized by LP shall have the right, but not the obligation,to produce.distribute. exhibit, exploit, advertise and promote the Program, or any version thereof, and/or the exhibitors and sponsors thereof, in any manner whatsoever including, without limitation, commercial tie-ins, in and by any and all media, now known or hereafter developed,throughout the world, in perpetuity. 11.Couseet Regained.,LP shall obtain City's consent to use all scenes and footage of and in connection with the Premises and the name(s), trademarks, logos, emblems and/or badges of the Premises and any organization(s) affiliated with the Premises. LP agrees that it will not broadcast or make any other type of public exhibition of the rough cut until the review window(as defined below)for such cut has expired. LP shall provide the City Manager, City of Corpus Christi (1201 Leopard St., P.O. Box 9277, Corpus Christi, Texas 78469-9277), and Chief of Police, Corpus Christi Police Department (321 John Sartain, P.O. Box 9016, Corpus Christi, Texas 78469), a DVD copy of any rough cut footage recorded on the Premises that LP intends to use in the Program. Within fifteen (15)days after City's receipt of such submission,City agrees to submit written notes/objections of footages/scenes which are to be excluded from the Program by listing such scenes,the date,officer(s),description and time code of such scenes to LP(1111 Broadway. Santa Monica,CA 90401). Upon receiving the City's written editing notice, LP shall exclude such scenes from the Program. If the City and Department,after LP provided proper notice and access to rough cut/footage/scenes, fails to provide LP with editing notes/objections within fifteen(15)days then such footage shall be deemed approved for inclusion in the Program. LP, its employees, agents, third parties, parents, successors, assigns, affiliates, subsidiaries, licensees, parents, contractors, and subcontractors shall comply with all subpoenas and requests from the City and Department to provide copies of any and all footage and scenes,to the extent such footage/scenes exist or retained by LP, for the City legal use, including, but not limited to,criminal prosecution and civil litigation. 12. ,Assumodoe of Risk, LP, its employees, personnel, staff, officers, representatives, agents. contractors, subcontractors, licensees,and invitees acknowledges City and Department assumes no responsibility or liability for any defects or other conditions of any City and Department's Premises or equipment which may render the same to PRODUCTION AGREEMENT("Agreement") Page 3 of 4 be dangerous. whether known or unknown, and LP, its employees, personnel. staff, officers, representatives. agents,contractors, subcontractors, licensees,and invitees agree to assume the risk of any and all defects and other conditions of any Premises or equipment which may render the same to be dangerous,whether known or unknown. LP IS RESPONSIBLE FOR PAYMENT OF ANY LOSS, DAMAGE, CLAIM, SUIT, LIABILITY, JUDGMENT AND EXPENSE, INCLUDING ATTORNEY'S FEES AND THE COSTS OF LITIGATION, FINES, PENALTIES AND ASSESSMENTS (INCLUDING, WITHOUT LIMITING THE FOREGOING, WORKER'S COMPENSATION AND DEATH CLAIMS) ARISING OUT OF INJURY OR DEATH OF PERSONS TO LP, ITS EMPLOYEES, OFFICERS, PERSONNEL, STAFF, REPRESENTATIVES, AGENTS,LICENSEES,INVITEES,CREW MEMBERS,CONTRACTORS AND SUBCONTRACTOR. 13. Liability and Damages.LP, its employees.staffff,personnel.representatives,agents,officers, invitees,crew members,contractors,subcontractors,parents,successors,and assigns shall reimburse City for any and all damages including,but not limited to,police vehicles,property,and Premises cause by LP, its employees,staff, personnel,representatives,agents,officers, invitees,crew members,contractors,subcontractors,successors and assigns'action,conduct,or negligence resulting from,or in connection with, its production or arising out of this Agreement. 14.jteindsursentent and Payment.All payments under this Agreement shall be made upon receipt,but no later than thirty(30)days from receipt of City and Department's request for reimbursement or claim. IS. insurance Reanired. LP shall obtain and maintain insurance as required in Exhibit A, attached hereto and incorporated herein for all purposes. during the term of this Agreement from an insurer authorized to operate in Texas, in the amount of not less than $1,000,000 for general liability for bodily injury and property damage naming the City of Corpus Christi as an additional insured automobile liability, and workers' compensation/employers' liability insurance. Waiver of subrogation in favor of City of Corpus Christi is required for the WC coverage. LP shall file a certificate of insurance with the City of Corpus Christi prior to filming on the Premises. If the insurance coverage is renewed or changes in any manner or degree at any time this Agreement is in effect, IP must not later than five(5)days after the renewal or change.provide the City of Corpus Christi a copy of an insurance certificate evidencing the renewal or change. 16. INDEMNITY. LP, its officers, agents, personnel, representatives, employees, invitees, crew members, contractors, subcontractors, parents, affiliates, subsidiaries, licensees, successors and assigns ("Indemnitors") covenants and agrees that it shall fully indemnify, defend and hold the City of Corpus Christi,its officers,agents, employees,and representatives("Indemnitees")harmless from any and all daincs, loss, damage,penalties,judgments, and all liability whatsoever, arising from injury to person or damage to property arising from the negligence of LP, its officers, agents, personnel, representatives, employees, invitees,crew members,contractors,subcontractors,parents,affiliates,subsidiaries,licensees,successors and assigns. This indemnity specifically includes claims brought by LP's personnel, its officers, agents, representatives, employees, invitees, crew members, contractors, subcontractors, parents, affiliates, subsidiaries, licensees, successors, and assigns ("Indemnitors"). Indemnitors shall, at its own cost and expense, investigate and defend any and all debts, suits or actions (just or unjust) which may be brought against Indemnitees, each and all of them, or may be impleaded with others upon any such above-mentioned matter, claim or deists. Indemnitees shall not be responsible or liable for any loss, damage or injury to any person or property, including any loss, damage, or injury to the LP, its employees, officers, personnel, representatives, agents, third parties. crew members, contractors, subcontractors, or invitees, parents, affiliates, subsidiaries, licensees, successors and assigns (Indemnitors) or to the property owned by the indemnitors Indemnitees shall endeavor to provide a copy of any claim to LP within thirty(30)days of when the City received written notice of such claim, and shall permit LP to inspect the portion of the Premises that is alleged to have been damages 17. Confidentiality. To the extent not inconsistent with applicable state and federal law, the terms of this Agreement and any confidential information disclosed or obtained during the performance of this Agreement. PRODUCTION AGREEMENT ("Agreement") Page 4 of 4 whether before or atter the effective date of this Agreement. including during an negotiations or any mediation related to such negotiations or the agreement any proprietary. non-public or confidential information including, but not limited to. law enforcement strategies. tactics. techniques. or operations used or performed by City and Department must be kept confidential by LP. its employes, personnel. staff. representatives. officers. agents. third-parties,crew members.contractors,subcontractors. invitees.successors.parents.assigns. and attorneys. 18 Severability and Successors. In the event that any term or provision of this agreement shall be held invalid by a court of competent jurisdiction or governmental agency. the remainder of this agreement shall not be affected thereby, and the parties hereto shall continue to be hound by the remaining terms hereof This Agreement shall hind and benefit the parties and their legal successors. 19. ‘'eaae. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. and venue lies exclusively in Nueees County. Texas. 20. Entire AEreement. This Agreement constitutes the entire agreement between LP, City and Department with respect to the subject matter hereof Any prior agreements. promises. negotiations, or representations that may have been made or relied upon that are not expressly set forth in this Agreement are of no force or effect. This Agreement may be modifier3 only in writing and signed by all parties. 21. Warranty. The parties hereby represent that the signatures to this Agreement are from those persons with the capacity and authority to legally bind the parties. This Agreement may be executed in counterparts. each of which shall constitute an original and both of which shall constitute the same instrument. Cit of Corpus Ch ti: Langley Productions, Inc.: 411/. 9 .�/� o? 06 -20e- 'en elman ate Lac agsdale Date Interim City Manager P .•ucer.COPS Y/4/, Mike Markle Date Chief of Police Corpus Christi Police Department Approved as to form: 4 day of SSI ,2018 Buck Brice Assistant City Attorney For City Attorney