HomeMy WebLinkAboutCAG2024-421 - Original - Mulholland Media, LLC - Police 24/7 Production - 8/13/24 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
Cassi Fowler Police
Date Sent: Date Required:
> 09/03/2024
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CL Director or Designee to Sign. Date of Council Approval:
CL
Q
Budget Account Number: Grant?[:]YesE]No
Budget?:Yes:No Type: N/A
Vendor Name: Category:
Mulholland Media, LLC. Contract
Vendor Number: Sub-Category:
= Original
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Project Name: Police 24/7 Production Agreement
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�° Project Details: Production contract from Police 24/7 series feature
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E Agreement Amount: Basis for Selection of Contractor: Direct Negotiation
47 `Memo to Mayor must be attached
3- Start Date: 8/13/24 Termination Date: Notice
Q Local Business?F--]YesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
❑Yes No CAG2024-421
Comments:
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Date Routed to the City Clerk's Office: 9/4/24 Interlocal Agreement has been uploaded to website:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
Docusign Envelope ID:6E4AE53F-7E51-49CA-9E03-61BC976014F6
PRODUCTION AGREEMENT
This agreement(the"Agreement")is entered into as of August 13,2024(the"Effective Date")between
Mulholland Media,LLC("Company")and the City of Kent("Participant"),on behalf of Participant's Police
Department("Department") located at 232 Fourth Avenue South, Kent, WA 98032 ("Location"), regarding
the production of an original television series created by Company featuring Participant currently entitled"Police
24/7"(the"Project"),which is intended for initial exhibition on The CW Network(the"Network"). For good
and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Grant of lZights.
1.1 Participant hereby grants to Company the exclusive right during the Term (defined
herein) to videotape, film, record, and photograph Department's employees, independent contractors, and/or
agents("Department Staff'),subject to the execution of individual appearance releases,as they conduct their
day-to-day business, both at the Location and at any other authorized space, as Company requests and on a
schedule to be determined by Company in meaningful consultation with Participant, for purposes of producing
the Project. At Company's request,Department shall assist in securing from Department Staff an appearance
release agreement granting Company all necessary rights to produce the Project(the form of such appearance
release shall be provided by Company), except that no Department Staff member shall be required to sign any
agreement orparticipate in the Project absent their voluntary and express authorization.Participant hereby agrees
that Company has the exclusive right during the Term(defined below)to produce the Project for the Network. In
addition, Department shall provide Company with access to non-confidential case files, archival materials,
background and other pertinent materials upon request so that Company is able to produce and market the
Project. Company shall not be granted access to records or materials otherwise protected from disclosure under
any applicable laws or regulations.
1.2 Company's exclusive rights as set forth in this Agreement shall commence as of the
Effective Date above and shall continue for a period of six(6)months following the date upon which Company
no longer has any Options(as defined below)on Participant's services hereunder(the"Term").
1.3 The parties acknowledge that Participant is currently being engaged to participate in
the second cycle of series episodes. The initial term for this engagement shall be twelve(12)months from the
Effective Date(the"Initial Term"). In addition to this Initial Term,Company and Participant shall have six(6)
successive,dependent,mutual options(each,an"Option")to engage Participant to participate in the production
of up to six(6)additional cycles of series episodes on such dates as determined by Company in consultation with
Participant and agreed upon by both parties in writing,which Option(s)shall be agreed upon and executed within
the earlier of(i)six(6)months from the initial exhibition of the last episode of the immediately preceding cycle,
or(ii) 12 months from final delivery and acceptance of the last episode of the immediately preceding cycle.
Following the Initial Term,and while no Option is active,either party may terminate this agreement by giving
written notice of termination at least ninety(90)days prior to such termination,it being understood that the grant
of the intellectual property rights(and any other provision that,by its terms or nature,should survive)contained
herein shall survive the expiration or earlier termination of this Agreement.
1.4 Participant agrees that during the Term,Department shall not work with any third party
other than Company on any entertainment programming in any media without the prior written approval of
Company.This shall not preclude Department from continuing to work with any third party in the interest of law
enforcement and public safety, including but not limited to appearances on local and national news broadcasts
and participation in press conferences related to crimes/events in the community (provided that any press
specifically regarding the Project shall be solely controlled by Company), and communication and quotes for
written pieces involving Department activities. For the avoidance of doubt, the foregoing does not prevent
Participant from continuing to post on Participant's social media page(s)or making incidental,non-derogatory
mentions of the existence of the Project in Participant's personal publicity after the initial airing of the first
episode of the Project in which Participant appears, or otherwise as required by law or court order. Such
comments before the airing of the first episode in which Participant appears shall be limited only to the existence
of the Project itself and shall contain no details or descriptions of any Project content.
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1.5 All creative and business decisions regarding the Project and exploitation thereof, or
any rights derived or ancillary thereto, shall be made solely by Company(subject to the rights of the Network
pursuant to the terms of the agreement entered into by Company with Network with respect to the Project).
Notwithstanding the foregoing, Department and Department Staff shall at all times continue to independently
conduct their operations and activities as they customarily operate, without regard to any other creative or
logistical demands placed upon them by, or as a result of,the filming and production of the Project.This shall
include the right to exclude Company from any operations, locations, situation, or events, where law
enforcement, public safety, privacy, or logistical consideration merit such exclusion in the opinion of
Department.
2. Compliance of Aired Materials with Itpplicahlc Law. Company shall ensure that publication
and/or broadcasting of all footage or material acquired from Project shall comply with all applicable state and
federal laws,including but not limited to those regarding privacy and confidentiality of law enforcement footage
and records.
3. Representations and Warrantics. Each party hereto represents and warrants that it has the full
right and authority to enter into this Agreement and to perform the services and obligations set forth hereunder
and that it has not made or assumed and will not hereafter make or assume any commitment, agreement, grant
or obligation that will or might conflict with its obligations hereunder. In addition, Participant represents and
warrants that Department's participation shall not violate or infringe upon any right of any kind or nature
whatsoever of any person or entity including,without limitation,any copyright or right of privacy or publicity.
4. Intellectual Property ltiglits. Participant acknowledges that all of the results and proceeds of
the services provided by Participant and Participant Staff in connection with this Agreement will be deemed a
work-for-hire and that Company shall own all right,title and interest therein of every kind or nature,whether
now known or hereafter devised,including without limitation,the entire copyright(including all extensions and
renewals)therein throughout the universe in perpetuity. Company may broadcast,display,exhibit,license,and
distribute all videotape,film,recordings, and photographs it acquires pursuant to Paragraph 1,herein, and use
the same for advertising,publicity,promotional,or any other form of exploitation in any and all media,whether
now known or hereafter devised,in any and all languages,throughout the universe,in perpetuity,for any purpose
and in any manner in connection with the Project. In addition,Participant grants Company the right to utilize
Department's name and marks of identification(such as trademarks, trade names, logos and/or service marks
owned and/or controlled by Department), solely in connection with the Project, including the production,
promotion and exploitation of the Project,and all advertising and publicity,and subsidiary and ancillary uses,in
connection with the Project(including merchandising and commercial tie-ins).
5. AssiRmlzcilt. Participant's services are personal and unique in nature and Participant may not
assign this Agreement or any of Participant's obligations hereunder,in whole or in part,and any such purported
assignment shall be null and void. Company may freely transfer or assign this Agreement and any and all rights
and obligations under this Agreement in whole or in part to any other party.
6. Partnership. It is expressly understood,agreed and covenanted that the parties do not by this
Agreement intend to form an employment relationship or a partnership or joint venture between them and in no
event shall this Agreement be construed to constitute such an employment relationship, partnership or joint
venture.
7. Indemnification. Each party hereby agrees to defend,indemnify and otherwise hold harmless
the other party,its employees,successors and assigns,from and against any and all liabilities,claims,demands,
charges,actual expenses and costs(including,without limitation,reasonable outside attorney's fees)arising out
of or resulting from any breach by the indemnifying party of any of the representations,warranties or agreements
contained in this Agreement.Except with respect to any claims as to which Participant's indemnity hereunder
applies and for any claims caused by or contributed to by Participant's negligence and/or intentional tortious acts
or omissions, Company agrees to defend, indemnify, and otherwise hold harmless Participant, its employees,
successors and assigns,from and against any all liabilities,claims,demands,charges,actual expenses and costs
brought forth by employees,contractors,or agents of Company regarding the Project,including but not limited
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to claims of bodily harm. The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Resolution of Disputcs and Govcrning_l.uw. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington.If the parties are unable to settle any dispute,
difference or claim arising from the parties'performance of this Agreement,the exclusive means of resolving
that dispute,difference or claim, shall only be by filing suit exclusively under the venue,rules and jurisdiction
of the King County Superior Court,King County,Washington,unless the parties agree in writing to an alternative
dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this
Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such
claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law;provided,
however,nothing in this paragraph shall be construed to limit either parry's right to indemnification under Section
7 of this Agreement
9. No Injtmctivc Relic[ Without limiting any other provision in this Agreement,Participant's
remedy for any breach of this Agreement by Company shall be limited to monetary damages, and in no event
shall Participant be entitled to terminate or rescind Company's rights to any footage filmed or other materials
created by Company per the terms of this Agreement or to enjoin the distribution, marketing, advertising or
exploitation of the Project.
10. Written Notice.All communications regarding this Agreement shall be sent to the parties at the
email or mailing addresses listed on the signature page of the Agreement,unless notified to the contrary.Any
written notice sent to a mailing address hereunder shall become three(3)business days after the date of mailing
by registered or certified mail,and shall be deemed sufficiently given if sent to the addressee at the address stated
in this Agreement or such other address as may be hereafter specified in writing.
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Docusign Envelope ID:6E4AE53F-7E51-49CA-9E03-61BC976014F6
11. Miscellaneous. This Agreement sets forth the entire understanding of the parties regarding
its subject matter and may not be amended except by a written instrument signed by both parties. It replaces any
and all prior agreements and understandings,whether written or oral,between the parties on the same subject
matter. Paragraph headings used in this Agreement are for convenience only and shall not be deemed a part of
this Agreement. This Agreement shall be construed in accordance with,and shall in all respects be governed
by,the laws of the State of Washington without giving effect to normal choice-of-law and conflict-of-law
principles.This Agreement may be executed in counterparts and signatures exchanged electronically or by
facsimile,each of which shall be deemed an original and all of which together shall constitute one and the
same document.
IN WITNESS WHEREOF, Company and Participant have executed this Agreement as of the Effective Date
indicated above.
MULHOLLAND MEDIA,LLC KENT POLICE DEPARTMENT
By: �AUVJA' Usmh By:
Its: Sa Its• '( 4 d 1f
Notices Sent To: Notices Sent To:
Mulholland Media,LLC Chief Rafael Padilla
c/o Sloane,Offer,Weber and Dem,LLP City of Kent Police Department
10100 Santa Monica Blvd.,Suite 750 232 Fourth Avenue
Los Angeles,CA 90067 Kent,WA 98032
Attn: Darin Frank and Jill Varon Rl adiilaftentwa.go
dariii(c4sowdlip.com;jili[celsowdilp.coni
With a courtesy copy to:
Law Offices of Cameron Stracher
Attn: Cameron Stracher
51 Astor Place,9th Floor
New York,NY 10003
carnk-s trac he rl aw.c om
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