Evolutioin Film & Tape, Inc., Agreement~~~`` ~ .. PRODUCTION AGREEMENT BETWEEN CITY
OF MIAMI BEACH,
,, ~FLC~R^I~4~A~ND EVOLUTION FILM &TAPE, INC.
~~~~~~~ ~ '~ -~ `~`` ~~ ~ FOR"BEACH PATROL: MIAMI BEACH"
SER{ES
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i ,,
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This Production Agreement (Agreement} is entered into this ~ " daV of
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~~P~~ 1 ~ , 2000, between Evolution Film & Tape, inc. ("EF&T" , a California
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corporation, having its principal offices at 3310 West Vanowen St., Burbank, CA,
91505, and the CITY OF MIAMI BEACH, FLORIDA ("CITY"}, a munici al
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corporation located at 1700 Convention Center Drive, M~am~ Beach, Florida,
relating to the access the City hereby grants to EF&T for the ur ose of creatin
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a series of documentary andlor unscripted programs chronicling the Bail
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act~vit~es of the M~am~ Beach Fire Department Ocean Rescue Division
("MBFDIOR"}, currently titled "Beach Patrol: Miami Beach" (the "Series" .The
terms are as follows:
1. Mission Statement: The Series chronicles the day-to-day duties of the
Miami Beach Fire DepartmentlOcean Rescue Division as they work in
association with the 11~9iami Beach Fire Department, Miami Beach Police
Department, and other Miarni Beach City Departments, and employees
and officials to serve and protect citizens and visitor on the City's public
beaches. The Series will be a realistic and positive portrayal of MBFD/OR
while also demonstrating the diversity of their jobs-from the mundane to
the heroic.
2. Recording Ri~c~hts: City hereby grants to EF&T the exclusive right to i
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videotape, film, and/or otherwise record aspects of the daily activities of
MBFDIOR for aurnoses of creatinq the Series ~"Recordings"~, and (ii} the
exclusive right to EF&T with regard to the creation of non-fiction television
shows depicting the official day to day duties of MBFDIOR as they relate
to the service and protection of citizens and visitors on the City's public
beaches. Provided EF&T remains in good standin and free from default
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throughout the Term of this Agreement (including those sections herein
which are expressly intended to survive termination or expiration of the
Agreement}, the aforestated exclusive right in subsection (i} above shall
be effective during the Term of this Agreement and the exclusive ri ht in
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iii} above shall also be effective during the Term and shall, additional( ,
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continue until one year from the airing of the ~~rst episode o. the Series, or
August 31, 2007, v~rhichever occurs first. EF&T shall own the cop ri ht
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and all other rights in the Recordings throughout the world in perpetuit .
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Such recording rights are exclusive to EF&T and shall nog na extended to
any successors and assigns v~rithoutthe prior written consent ofthe City.
~. IVledia P,ionts: E1=~ i s~all navL tnc rign co usE. r~:~~rC, Depict anc
poriray the P,ecorc~ngs, ~r; any ana a~~ rreaie l'vvr`i~~~ ~~ ~ iV~r'~ Known or
.._..._._ hereinafter dzvised (Media Rights}. City hereby grams to EF&T, the
following license in and to the Recordings: (a} to use and incorporate the
Recordings solely for the Series and solely for any promotional, publicity,
or advertising-related material based on or relating to the Series; and (b}
to reproduce the Recordings, but only as they appear in the Series, by any
art or method now known or hereafter devised. Such Media Rights are
exclusive to EF&T and shall not be extended to any successors and
assigns without the prior written consent of the City.
4. The Recordings (including, for purposes of this Section 4, any outtakes
from the portions of the Recordings not used in the Series} shall not depict
the City, MBFDIOR or any City Department, or any events depicted
therein, in an intentionally false, derogatory, or libelous manner, and will
be consistent with the Mission Statement, as defined in Section 1, and the
principles and values espoused by the City of Miami Beach (which term
shall also include the MBFDIOR and any City Department}.
5. Access Agreement: As shall be determined necessary and appropriate by
the City, in its sole reasonable judgment and discretion, the City shall
grant access to EF&T and EF&T approved representatives (including,
without limitation, camera crews and other production personnel} to all
relevant MBFDIOR and other City Department facilities, and to al! relevant
MBFDIOR and other City Department employees, for purposes of filming
as set forth herein. For purposes of this Agreement, the term "City
Departments" shall refer to any and ali official departments, .divisions and
agencies of the City of Miami beach including, without limitation, the City's
. Fire and Police Departments. As shall be determined necessary and
appropriate by the City, in its sole reasonable judgmentand discretion, the
City shall grant EF&T and its approved representatives access to all
relevant MBFD/OR and other City Department employees (during the
course and scope of their official duties}, for purposes of filming and in
order to comply with such other City obligations as set forth in this
Agreement. EF&T acknowledges and agrees that the 1~~1iami Beach Police
Department (MBPD} may, in its sole discretion, perform a criminal
background check on any EF&T representative (including without
limitation camera crews and other production personnel} that will be on-
sitewith the MBFDIOR or other City Departments.
Not~vithstanding the preceding paragraph, it shall !ce EF&T's sole
responsibility to obtain any and all approvals from the City for access to
anv MBFDIOR andlor City Department facilities and personnel, EF&T
shall also bE solely responsible for obtaining any ana all releases,
consents and such other approvals. as necessary any required, of any
~~13~D~C~~ andlor ocher Cily persGnn°.. andt'cr anv Gnc G!! third parties,
appea~lra ~(aepcci~a (n Inc l;ecora~ng~ Cnc~vr lnC Jv~i~~, GJ llv~~~ aS any
rraacmarKCG ~~ copyr~gntca names, ~IQ~~, iG~G~. Cis;,. cx~cU~ csS tG the
official City and MBFDIOR name and logos to which the City has
consented to, as provided in Section 10 herein}.
6. Vehicle Beach Access Policy: EF&T agrees that any vehicles}
requiring access to the City's beaches will first be required to obtain a City
Vehicle Beach Access Pass (VBAP), and shall comply with the City's
Vehicle Beach Access Policy, asset forth in Exhibit "A"hereto, at all times
during the Term of this Agreement:
7. Term of Agreement: The term of this Agreement shall be the period from
March 6, 2006 -April 19, 2006, with the ability thereafta- to arrange for
pick-up shoot days or interviews, subject to the prior written consent of the
City, which consent shall not be unreasonably withheld. Notwithstanding
the aforestated Term, the City and EF&T hereby agree and acknowledge
that certain sections of the Agreement, as expressly provided in
Paragraphs 2 and 18 hereto, are intended to survive beyond the Term of
this Agreement, and the parties' respective rights and obligations thereto
sha!! survive termination or expiration of the Agreement.
8. Publicity: The City and EF&T agree that neither party shall make any
announcements or issue any press releases related to the Series without
the other party's prior written approval.
9. Production-Related Costs: All costs incurred by EF&T in connection with
the production of the Series, and the use and exploitation of the
Recordings (including but not limited to Media Rights} shall be the sole
responsibility of EF&T. EF&T acknowledges and agrees that EF&T shall
also be responsible for any and~all costs incurred by the City, MBFDIOR,
andlor any other City Departments (including but not limited to overtime
costs for any personne!1 in connection u~rith the production of the
Recordings and the Series, andlor in connection with the parties'
respective obligations pursuant to the terms of this Agreement; provided
those costs would not have been incurred by the City, MBFDIOR, andlor
other City Departments but for EF&T's presence and filming. The City
shall use its best efforts to provide EF&T with an estimate of anticipated
City costs prior to the start of production but, notwithstanding the
,aforestated, EF&T agrees and acknowledges that such costs represent
only an estimate, and that EF&T shall be responsibl~ for any and all
additional City costs (outside of such estimate} generated as a result of
uroduction of the Recording and the Series, or by any other term or
condition of this Agreement. The City acknowleages and agrees that it
sha!! utifiZc reasonable ef~-orts to ensure that it uses GvGiiable on-duty City
oersonne' it connectior ~rvith the Series orior to charcina EF&T for any
overtime costs for such personnc~. Froauction costs sna~~ olsG InCIUde, put
nog be iim~tzo zo, any fees or permits as ray oc rcquirc4 gnu iiccessary to
_ _ _ _ _ _ . ~ effectuate the production of the Recordings and the Series.
J
10. Use of Official City or N~liami Beach and MBFDIOR Name and Logo: EF&T
shat! have the non-exclusi~re right, but not the obligation, to use the name
"City of Miami Beach", as well as the official name of MBFDIOR, "Miami
Beach Fire Department Ocean Rescue", and any official City andlor
MBFDIOR logos, signage and unique iconography associated therewith,
but solely in connection with the actual filming and production of the
Recordings and the Series, and the exploitation of the Media Rights in the
Series, as telecast. Any and all other use(s) of the City of Miami Beach
andlor MBFD/OR name by EF&T including, but not limited to, the use of
such names, logos, signage and unique iconography in connection with {i)
the Media Rights {except as provided above); (ii) publicity andlor
advertising of the Recordings or the Series; (iii) on goods and services
such as television programming, home videos, and promotional materials
related thereto; {iv} on merchandising; andlor (v} for any other
contemplated use(s) not directly associated with the actual filming and
production of the Recordings and-the Series, shat! require the prior written
approval of the City, which approval, if given at all, shall be at the City's
sole and reasonable discretion.
1 ~. Factual Accuracy_Review: The City (through MBFD/OR andlor other City
Departments, as deemed necessary by the City Manager) shall have the
ongoing right to review the (i}Recordings (which term, for purposes of this
Section, shall include, without limitation, any outtakes from the portion of
the recordings not used in the Series which EF&T plans to broadcast or
distribute in any format), and {ii) each episode of the Series (which term,
for purposes of this section, shall include, without limitation, any outtakes
from such episode which EF&T plans to broadcast or distribute in any
format}. In reviewing the Recordings and each episode of the Series, the
City shall use reasonable efforts to stay in accordance with EF&T's
production schedule. The scope of the City's review of the Recordings
and of each episode of the Series shall be limited to the following; (i) to
require any changes or editing to ensure the factual accuracy of the
Recordings and of each episode of the Series (but the City acknowledges
that EF&T maybe required to edit the Recordings and each episode of the
Series in a format which may result in the juxtaposition of images uvhich
did not necessarily occur consecutively, andlor may create other
impressions regarding the timing and order of events depi~t~d, andlor
result in other impressions, but such editing shall in no~ tivay affect the
factual accuracy of the events transoiringl: (ii) to require any changes or
editing that may be necessary to ensure th protection ano security of any
N1BFD!OR or other City Department Garsonnel contained in the
Keoor~inec o~ -r anv eoisoCe or the Serics~ ~ iii~~ ,o raouire an~r changes or
editing That mar be necessary to cnsur~ tr~~ ;ity~ s comp~iancE with an
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applicable teaera-, state, ana~o~ ,oca: ~a~~~. ;;oae;, G--c orainances
_____ _..._....___.__ ..___..___._ _.__.... including, without (imitation, the City's req~uirzc continued compliance with
the Health Insurance Portability and Accountability Act (HIPPA};and Div} to
require any changes or editing to ensure that the Recordings, any episode
of the Series, or any Media Rights does not use, incorporate, depict,
portray, or otherwise shove any fatality that may result from a near
drowning or drowning, or does not use, incorporate, depict, portray, or
otherwise show any incident, activity, action or inaction of the MBFDlOR
or any other City Department including, without limitation, as to life safety
issues, that could reasonably result in legal liability to the City or any City
employees}, or which would otherwise jeopardize or prejudice the City in
any potential action or suit alleged against the City (as a result of such
action or inaction taken by MBFDICR and/or other City Departments}.
Notwithstanding subsections (i} -- Div} above, the City and EF&T hereby
agree and acknowledge that, as consideration for the rights granted to
EF&T pursuant to this Agreement, EF&T hereby represents, and hereby
further acknowledges that the City may rely on such representation, that
the Recordings and each episode of the Series shall be consistent with
the Mission Statement, as set forth in this Agreement, and shall not
intentionally depict the City, MBFDIOR or any City Department, in a false,
derogatory, or libelous manner, Accordingly, EF&T shall use its best
efforts (but shall not be obligated} to consider and, wherever possible,
incorporate---whether in whole or in part--any reasonable
recommendations, concerns, and/or suggestions that the City may have
with regard to the creative content of the Recordings and of each episode
of the Series; particularly any such recommendations, suggestions, and/or
concerns tivhich may not be specifically related to the scope of the City's
review, asset forth in subsections ~i}-viii}above.
Due to very tight production schedules in connection with the Series and
n~h~r ~Yi''tAn~toC (1f nr(1~~ tr}1nr1 tho Cite ~nt'PpS t0 reVle~~! all m~tprlalS Sent
to it upon receipt by EF&T, and return any comments to EF&T within two
~2} business days of the City's receipt of the applicable Recordings or
episode of the Series for review. Prior to commencement of any activities
under this Agreement, the City and EF&T shall each designate, in writing,
an authorized representative who shat! be the point person on behalf of
each entity to receive, review, coordinate and implement the City and
EF&T's respective rights and obligations pursuant to this Section 11.
Upon receipt or the City's revie~v commzn~s, EF&T shall either (i}
implement any and all suggestions and comments forwarded by the City;
or (ill orovide the Citv with written notice stating the reason or reasons for
EF&T's denial of, or refusal to implement, any proposzd City reviev-~
changes and/or comments. In the casE of approved cnar~ges, the revised
,~r~,r~j,,~c c"~.~. rn~cn~J- ~; *ra J2r1~1 S +-' ~ '~;~1 r'j;,~af
. ~ ~ , , ~ ~ . ~ ~~ ~ ~ ~ ~ v forwarded
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ay ~ &T 1Jac~, to tnv City. anc the Cry sna~~ na~~~~ ~wen;y Tour (14j
lousiness oav~ Hour t:~ rzvFe4~~{ inc rcvisec r,2cordj- ~yv c,~iu~'~~ episode of
~.~.._..... __.~.___ ____._..__ the Series. In the event that the City and EF&T cannot agree upon a
particular City-requested change and/or comment, then the parties agree
to submit the disputed change andlor revision to the City Manager, who
shall be the final authority as to any such dispute. If the City doesn't
timely respond within any review time period provided herein, said silence
shall be deemed to be the City's approval of the applicable Recordings
and episode, and EF&T shall have the right to use, feature, depict, portray
and otherwise exploit the applicable Recordings or episode of the Series
"as is," in all media whether now known or hereinafter devised}, without
any further obligation to the City.
12.Ke erson: Throughout the Term of this Agreement, the City agrees to
provide the services of a Representative Head as a key contact/
contributor to the Series for the purpose of communicating between EF&T
and its production staff and the City, MBFDIOR, and respective City
Departments and, when needed, taking part in the Recordings, at such
times and locations as may be reasonably required by EF&T. In
connection therewith, the Representative Head agrees to be available at
MBFDIOR premises and at various locations within the Miami Beach
metropolitan area, as reasonably required by EF&T. Any and all costs
• incurred by the City for the services of the Representative Head shall be
reimbursed by EF&T immediately, upon written demand and invoice by
the City.
13,Ind mnity: EF&T agrees to indemnify and hold harmless the City of Miami
Beach, and its respective officers, employees and agents including but
not limited to 1~1BFD/OR and any and all City Departments), from and
against any and all actions, claims, liabilities, losses, and expenses,
inr..l~ i~inr~. but not limited to. outside attorneys' fees, for personal,
economic or bodily injury, wrongful death, loss of or damage to property,
at law or in eq~~ity, ti~rhich may arise or be alleged to have arisen from the
negligent acts, errors, omissions or other wrongful conduct of EF&T, its
employees, agents, sub-consultants, or any other person or entity acting
under EF&T's control, in connection with EF&T's activities pursuant to this
Agreement; and to that extent, EF&T shall pay all such claims and losses
and shall pay all such cysts and judgments which may issue from any
lawsuit arising from such claims and fosses, and shall pay all costs and
outside attorneys' fees expended by the City in the defense of such claims
and losses, including appeals.
14.Compensation to City: At the conclusion of the Term o. this Agreement,
`y ` r. r..~.,/.t~nn r.~rr.l..r.r+i+~ ~nrli+n~ 1f~rt1~I~ Tn T~t7
~~ 1X ~ JI~; 11 ~I GIIJI VI ~, ~1V V. ..1 ~~ v.. ../v~~V. ~.r ..n. ~+• ...vv r ~~..r. .. ~ ~.. ...~ .a •...r
Ci?,;. Thereafter, EFT shall make e donation to the Ciry Ito be used by
the City for the bcnefi; of N1Bi=D1QR}. it the ?mou^: ^= S~,000.00, per
. _. ., .
/{ vV-.1vv'~.. vf.'~.~..i.+~, v ..Iv ..:v Ivy..
15. T ermination: Eit~ier party shat! have the rigs: to termina~e this Agreement
..
- -_ -- - - ~ Inn , tto t nr ~ rl :rr r~•:rr ^•'
of cause urn ~~r~~..,n no~ice, rlor~ e~~ s~.,l~ VI ~./.A ./~: , .IV. ~~1~.~ .,, X114/
6
defaulting party within ten X10} business days' after receipt of notice
thereof. In the event of a Termination, EF&T's ownership of the
Recordings or right to exploit the Series shall not be affected, but only to
the extent that such Recordings, andlor episodes of the Series have been
approved pursuant to the terms of this Agreement. EF&T shall have no
right to use and incorporate any portions} of the Recordings, the Series,
or Media Rights that have not been approved by the City, as provided in
this Agreement and, accordingly, the City may take any and all action,
whether at law or equity, to enforce its rights with respect to same.
1 fi.Miscellaneous Terms:
a. If either party is materially hampered from performing hereunder by
reason of any law, natural disaster, labor controversy, war, disease,
or other act of god or any similar event ~"Force Majeure"}, such
failure to perform shall not be deemed a breach or default of any
term of this Access Agreement, and neither party shall be liable to
the other therefore. If a Force Majeure continues for a period of
eight ~8}weeks or more, then upon written notice, either party may
terminate this Agreement without further liability to the other party,
except for appropriate payment by EF&T or adjustment in regard to
payments based on services rendered or costs incurred prior to
termination.
b. This Agreement shall be construed and enforced under the laws of
the State of Florida. EF&T and City hereby each consent to and
submit to the jurisdictions of the federal and state courts located in
the State of Florida. EF&T and the City each waives any defenses
based upon lack of personal jurisdiction or venue, or inconvenient
forum.
This Agreement shall be enfiorceanle ~n iv~iam~-uaae county,
Florida, and if legal action is necessary by either party with respect
to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-
Dade County, Florida.
8Y ENTERING INTO THIS AGREEMENT, EF&T AND CITY
EXPRESSLY ~'VAIVE ANY RIGHTS EITHER PARTY MAY HAVE
TO A TRIA! BY JURY OF ANY CIVIL. LITIGATION RELATED T0,
OR ARISING OU T OF, THIS AGREENIEN T .
c !r ~^v Dr~cvisier~ nerei~ is unenforceable ~h~n s ,~r crovision shat! be
curtailed only tc the extent necessary sc as ~c~ mare ~~ cnlorceable,
and as so modiTied, this Access ~,greeme,~ snail remain in full force
_.~___.___ and efrect.
d. No waiver by either party of any breach of any provision hereof shall
be deemed a waiver of any future breach of that provision, nor shall
any waiver by either party of any breach of any provision hereof be
deemed a waiver of any breach of any other provision hereof.
e. EF&T may not assign this Agreement without the prior written
consent of the City, but -notwithstanding the preceding - EF&T
may, without consent of the City, assign its rights to the Recordings
and the Series, subject to any and all. terms, conditions, and/or
restrictions of the Agreement .
f. The rights and remedies granted to EF&T hereunder are cumulative.
The exercise of one shall not diminish or affect any other rights or
remedies at law or in equity.
g. Notwithstanding anything contained herein, neither EF&T, nor its
successors or assigns, shall be obligated to make any actual use of
approved Recordings in the Series or otherwise.
~7.Notices:
All notices and communications in writing required or permitted
hereunder may be delivered personally to the respective representatives
of EF&T, the City and MBFD/QR listed below or may be mailed b
Y
registered mail, postage prepaid for airmailed if addressed to an address
outside of the city of dispatch).
Until changed by notice. in writing, all such. notices and communications
shall be addressed as follows:
To EF&T: Hansen, Jacobson, Teller, Hoberman, Newman,
Uvarren & Richman, LLP
Attn: Jeanne Newman and John Farrell
450 North Roxbury Drive, 8th Floor
Beverly Hills, . CA 90210-4222
To Ci City of Miami Beach T~:; .f . c~~~ ~~~-c~i ~ c,~r~ ~ ~~; ~~ ~~ ~~~ ~ ~ti~:
tY~ ~ ;~.
Attn : ~„ ~~~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~r ~ ~ ~ ~~ ~ ~- ~;~~ ~-~- - ~ ~~ ~ ~ ~ ~ ~~-~. r.~,;,
1700 Convention Center D ive
Miami Beach, Florida 33139
~ ;1 Imo"" •
r~ ~ ~ ~ .
To M B F D!Q R . ! ~~ ~ IrJ ~;~C. ~"; r~~- ~
~
~ - ~-, r
~
~,.~~ t~ ~;~~~~ ~~ ~„~ `,=
~
~ ~~~,
i ~ ~ ., ~
.
Attn : ~ r~ ;~ ~ ~~'~ ..
..~
1~' ~~,~ ~
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~ ~ ~~~~
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Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address
outside the city of dispatch on the seventh day following the date mailed.
18. With respect to the performance of EF&T's activities pursuant to this
Agreement, EF&T shall exercise that degree of skill, care, efficiency and
diligence normally exercised by recognized professionals with respect to
the performance of comparable activities. In its performance of the
ac#ivities contemplated herein, EF&T shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, State of
Florida, and Federal Government.
Throughout the Term of this Agreement, EF8~T shall be required to
obtain, and thereafter maintain in good standing, a permit from the
City's Film and Print Division, prior to commencement of any
activities pursuant to this Agreement. EF&T's failure to maintain
said ~Im permit, or any violations of the terms and conditions of said
permit, shall result in the automatic termination of the Agreement,
such termination to be without liability to the City andlor 1VI8FDIOR.
19. Survival of Certain Provisions:
Pi"ovided EF&T is in good standing and free from default under this
Agreement, the par#ies agree and acknowledge that Sections 1, 2, 3, 4, 9,
10,11, 13, 14, 15,16~e}, and 18 of the Agreement are intended to survive
beyond the Term of this Agreement, and shall survive termination or
expiration of this Agreement, and continue as respective rights and
obligations of the City and EF&T.
20. Entire Agreement:
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersedes all prior
and contemporaneous written or oral agreements pertaining thereto and
can only be modified by a signed writing by all parties hereto.
DAR PowerBook:Users:douglas:Desktop:EMAIL FILE TRXF:030806 BP M8-EFT AGMT-FINAL.doc
1N WITNESS VIIHERE4F, the parties hereto have caused this Agreement
to be executed by their appropriate officials, as of the date first entered above.
4
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
ay:
~~ 1
~ ~l l
,~ ~ ~ r
~. ~ l
~~~~ . C~ ~ .,t.L.t
__
r ~
,~ Ci Manager ;'
C
City Clerk
~ ~
Print Name
~ {. ~~ 1. ~ / 4 v
Print Narne
Agreed to and Accepted by Miami
Beach Fire Dept. Ocean Rescue
Division ~MBFD/OR)
Si ure
not NarnelTitl A ~~
ATTEST:
EVOLUTION FILM and TAPE, INC.
(EF&T)
:,
.,
. ;
.~
,~
~;~ ~~
By.
Secr r /Si naturew ~' ~ tlSignature
DGUGLAS . R SS j °~~SIDENT
~ .,.~..ti ~ ~..,., ,`,. `
' 1 ~'J
Print Name
Print Name
APPROVED AS TO
FARM &LANGUAGE
& FOR EXECUTION
.. .. _
,~ ,
r 1 ! ~• ~~ ~ 1 w `~
r ~ ~~
_~ ~ ~ ~
City Attorne '~ ~ ~ Da
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VV~
EXHIBIT "A"
CITY VEHICLE ACCESS POLICY
Any drivers} of vehicles on the beach must have proper cer#ification for
operating such vehicles and must make this certification available for inspection
by the City Off-Duty officers} on site.
All operating vehicles on the beach shall follow the below listed
procedures at all times.
• The use of authorized City escort is required at all times.
^ Due care and caution will be utilized at al! times while driving
any vehicle on .the beach.
^ All vehicles on the beach shall enter and depart the beach at the
nearest access point to the call site.
^ Prior to entering the beach area, turn on all vehicle headlights
and overhead flashing lights cif equipped}.
• Drivers shall roll down both the passenger and driver's side front
windows of their vehicle while operating a vehicle on the beach.
• Maximum speed allowed on the beach is ~ MPH.
Vehicles, SUVs, and trucks are prohibited from driving on the
soft sand where hard pack sand exists.
^ Vehicles, SUVs, and trucks shall stay west of the garbage cans
on the hard pack at all times.
^ Do not drive over hills or berms or near objects that may
obstruct your view. Trespassing on berms is a state violation.
^ No vehicles may drive or park on serpentine, sidewalk,
beachwalk or other pedestrian-only rights of way without
specific advanced coordination and approval.
^ All parked vehicles must have drip repellant pads or covers to
protect the sand or surface at all times.
^ If you stop and exit your vehicle, walk completely around the
vehicle prior to entering your vehicle and moving it.
^ Traffic cones ~orange,18" high} must be placed at the front and
rear of their vehicle when parked on the beach.
^ Use of a cellular phone while the vehicle is in motion is
prohibited.
Personal vehicles are prohibited on the beach at anytime.
Evolution Film & Tape, Inc.
c/o Hansen, Jacobson, Teller. Hobermaa~
Ncti~~nata, warren & Riclunan, ~,, L. P.
~3O North Ro~:bur'<r Drive, $'h Floor
Bcverl~r Hills. California 902 I U
Attention: Jea~ulc Ncu1man
City= of Miami Bach
at~ce ofthc Cite Manager
I ?UO Convention Ccntcr Drive
nth Floor
Miami Beach. Florida 33139
Attention: Hilda M. Fernandez, Assistant City= Manager
r_'^
-~ ~
.,
~.
_.. ~,
As of March ~}. Zt}
..
~.
~~
~,..
~. ~
T.
~ ~
RE: Evolution Film & Taue, Inc.l"0cean Faree" -,~itY of 1Vlism _BenchlAmendrnent #2
Dear Hilda:
Refereaice is hereb~~ wade to drat certain full<<-e~eCUted agrc~ment dated March f~, 2U06 between Evolution
Film & Tape, lnc. {`'EFT'A a~ad City of Miami Beach, Florida {the '`City?'}, as amended b~~ that certain
amendment datr~d as of Mareh b, ZO06 (collectively, the `'Agrc~ment''} in cannectial with EFT's production
of a ficicvisio,~ series fornaerl~= e~atitted "Beach Patrol: Miami Beach" {the `'Scries''~.
For good and valuable consideration, the receipt and sufficient}~ of ~fhich l~erebS= arc acknowlddgod, and
subject to e:~ccutian of this Amendment! ~ Agreement is amended as follows:
1. The Cite and EFT hereby agree to extend the Agreement uj connection ~~~ith EFT's
productiaa of a second production c~~cle of the Series. it being ackno~~lle~lged that the title
of the Series is no~~- currentl}= `'0!ccari Force: Miami Beach". Accordingly, {a~ the Cit`~
hc;rcb~~ granfis to EFT, in connection ~~ith such second production c~•cle. all of the rights
and privileges granted to EFT pursuant to the Agreement ire connection with the production
and c1plaitaation of the initial production c~~cle of "Beach Patrol: Miami Beach'', provided
all such rights and privileges shall continue fie be subject to the tcnns, ctxiditions and
restrictions s~ forth in the Agreement; and {b) the Tenn of tlac Agreemc~it is hereb~•
c~tcixlcd for such dates in Spring, ZOOS as the parties mutliall~= agree. The parties
~ickno~~Tic~lge that EFT shall endeavor to produce the; sc;cond production cycle of the Siricrs
in accordance ~~=ith the parameters set forth in the letter dated Februar~~ 21, 2008 frcxn
Nance McKc~na MVP, Production Orations; tn~TV) uad Douglas Ross {President.
Evolution Film ~; Tape, lnc. d/bla Evolution Media). The substantive provisions of such
letter arc attached hereto as E.~lubit "A" aid incorporated herein bar this reference, c;xcc:pt
as folla~~~s: The parties acknowledge that the stoat date I"or production. and duration of
shooting. remain subject to change, but EFL' agrees that in an~~ event it will not shoot front
April ~ ~ K, or Maw 21 - 27, 20U~. In the event of a conflict bet~~een E~Ilibit "A'' and this
Anaciadincnt #2 theta the terms of this Amcndn~c~at #2 shall prevail.
2. Fallo«Fing the; initial telecast of the; last episode produced for tlx; second production c~•cle
produced hereunder. but in am• event iao later than ten (! tl} business da~~s after the last
episode of the c~~clc lass been locked following ca~npletia~~ of the Cit~~'s Factual Accurac~•
Rcvic«• in accordance; ~~rith the tcrxns of the Agreement, EFT shall (i) transfer to the ~.`it~~ a
four (~~-scat "BQbcat 'beach vehicle valued at approtinaatcl~- Twclvc Thousand Dollars
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{~ l 2,UU(}}, provided such transfer shall occur not later that] June 30,1UOK: and (iii tnaicc a
donatiat] to the City= (to br~ used b~- the Cit;~= for die benefit of MBFDIOR} in the amount of
T«~clvc Thousand Dollars (x 12.U4U~ per produced ~iso-dc of tho second production c~~cle
of the Series, provided sucl] a pa~~nc;nt shall be made not later than August 31, 2008. At]
4pisodc shall be considered to be Each independentl~~ aired sha«=, it]clttditsg "Best af'
sho~~~s, Tl]is pa~jtnent is in lieu of tl]c payment othen~uise applicable pursuat]t to paragraph
1 ~ of the A~greemcnt.
3, EFT a~]d tl]c City= t]]a}r mutualIti~ agree to extend tl]c Term of t[]c Agreement in co>u]ectian
with EFT`s production of a third production c~lcle of the Series (if agrtx~t to. said rcne~val
shall ~ docmcd the "Option"}. EFT shall provide ~t~ritten notice to tl]e Cite of its it]tent to
rcno«! the Agrven~tent ~~~thin fifteen. tl5} business days following EFT`s receipt of a firm.
«lrittcn, non-continent production order for the thit~d production c~~clc of the Series from
truTV. and the City= shall have thirrc~ (3U} business da~~s therefran] to approve or dca]~~
EFT's roquest, «~hich approval and/or denial shall be at the Citt~'s sole discretion. If the
Qption is approved, the terns and ca~ditia~s of the Agreen1ent (as amended l]ereby) shall
apply?, e:~eept that in lieu of, and in addition to the donations scat ford] in pt~ragt'aph Z
above, EFT shall ~i} transfer to the City a type of leach or ocean rescue vehicle to be
designated by the City, but n] an~~ event the value of i~~hich shall not exceed Twelve
Thousand Dollars ~$~l x.000}, and {ii) make a donation to the Cifi~ ttv be used b~=the City=
for the benefit of MBFDfOR} in the amount of Fil~eet] Thousand Dollars ($ Ia,OUa) per
produced episode of the third production cycle of the Series. Tl~e transfer of a beach or
ocean rescue vehicle designated by tl]o City and all donations to the Cite shall be made
it]uncdiately follot~=ing the .initial telecast of the last episode praditcc;d for the third
production c~=clc.
4. EFT ackno~~ledges that the City= ~~=QUId liko humat] intorest stories featured in the Series
(far example, stories highlighting training, cl]aracteristics and professionalism of
MQFDIQR persont]elj. In addition, EFT aQ;roes to nunirnizc the amount of time in each
~pisodt dt;votc~d to caYtent that features 1 } the use and/or consutnptia] of alcohol and/or 2}
alcol]ol intpYicatia] and accordingly=1~FT shall limit such content to appro~imatef<< tti~~nt~•
percent (20°/a} of thtr running tune of each opisode, including b•roll, teasers, bumpers.
sI]on~ opening at]d closing. As an eacarYtple and for purposes of clarifica~ia], if a person is
sl]ot~'n to be ut]conscious, and na audiovisual content in the episodes su~gcsts that such
uncot]sciausness is the result of alcohol use. co~]sutnption and/or intoxication. the depiction
of that persa] shall not be counted against tl]e tt~=onto= percent 42U%} rutu~ing tinx; of the
episode.
~, EI~T shall be permitted to fallo~~r NI~FD/QR in response to calls for service from South
Poit]tc Jett<~ to 87~' Street along the. beach. including tl~c boardwalk and Lunurnts Park ~
long as MBFDIOR responds to a call for service or the incident, ~~=hich main have
originated on tl'tc beach, terminates an the; boardwalk or Lutnn]us Park. The Factual
Accuracy Revio~v provisions of the Agrewnent shall ca]tinue to applj-. In addition, stories
~~ihich da not origit]ate on die beach and feature solely the Miami Bcacl] Police Department
and/or Miami Bcaed] Fire Rescue ~partmcnt, wifihout the involvement of M13FD/UR,
shall be subject to the approval of the; Cite Manager ar lus dcsigt]ee.
~. paragraph lU of the Agr@en~ent is amended to provide that EFT sl]all not be required to
obtain the; Cit~f's prior written approval for use of tl]c nat]~e `'Cite of Miami Beach`'. tl]c
o#~tcial name'of M~FD/t~R, "Miami Qeach l~irc Dcparttnct~t Dcca~i Rcsc~~c;'. ar an~~
official Cite and/or MBFDIOR logos, signage atxVar unique icol]agraph}~ associatod
36$61$
thcret~~ith, in connection with publicit}~ 7 advertisiu~g and/or promotio~~al materials for the
Rccordi~lgs and/or the Series; but speci~call~~ excluding anv other trademarks, copyrights,
brands, logos and/or other proprietaryT tnaterial awnt~ ar controlled btif third partite
(including. «fithout limitation, such trademarks, logos andlar brands oti~~~cd or controlled
by~ Phillip Van Hcusen (IZOD}~ acid used b~~ the City: in connection with MBFDIOR
uniforms. in whici~ case, EFT shall be solel~r responsible for obtaining approval, to the
c~tcnt legally necessary, from such third parties for use of the same. Accordingly, the
right to use such materials in such publicit~r, advertising andlar promotional materials is
dented included within tl~c grant of rights contained in the first se~~tence of paragraph I t}
of the Ag~~entent, and subpart (ii} of paragraph 14 is hereby deleted. In additia~t, for the
avoidance of doubt, the reference to `television programming, bane videos, and
promotional materials righted thereto'' in subpart (iii} of paragraph 1 a sha11 not be deemed
to include the Series itself.
7. Co~ttmencing as of the date hereof and continuing through and including the date of initial
television e~hibitian of tl~c last episode of the Series producod hereunder, tl~e City shall be
c~clusive to EFT and truTV in connection with all non-scripted television programs
focused on the activities of the MBFDlC~R as it works a~~d responds to the public to keep
the beach and Mach envir+anments safe.
Except as modified and a~nended hercinabave, the Agrc~ment shall amain in full force aild legal e#fe+ct.
Capitalized terms used iii this Amendment and not athenvise defined herein shall have the meanings
ascribed to sack. tci~3ts ill tl~e Agreeme~rt.
Please canf r~11 tour acccptancc and agr®ement to tl3e foregoing by signing in the space provided below.
Venj telly' Yours.
ACCEPTED AN D AG REED:
EVD~, ~ ILM ~: TAPE 1NC.
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CITY OF M[AMl BEACH. FLORIDA
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B~•: JOR E M. GONZALEZ, CITY MANAGER ~,
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o ert Parc er
C~.ty Clerk
Exhibit "A"
Story Coi~fient
Qur goal will be to edit episodes that feature a balance of stories -from ocean rescues, medical
stories, missing children, enforcement, etc. 'We understand your concern regarding drunken
behavior and will be mindful to limit the number of stories about drunkenness to one per episode.
Episode Context
.._....
The context for the series would not feature a Spring Break atmosphere, but rather featuring
Miami Beach as a world-class destination, with an emphasis on its beauty, architecture, "high
life,,' wealth of activities and events, and beautiful people,
The focus of the series will be on the men and women of Ocean Rescue and will incorporate the
heroics and efforts of other city agencies when their services intersect with those of Ocean
Rescue.
Geo~r$phic Limitations
Our area ofoperation would be the MBOR Response Area. Specifically, the beach -from South
Pointe Jetty to areas as far north as 7~`'' St. -but our concentration would be below 23`~ St. The
beach area would include the boardwalk, and Lumis Park. we understand that we would not
initiate stories on Ocean Drive or other streets unless Ocean Rescue is called upon to service that
area. The tangoing notwithstanding, if an incident begins on the beach and ends up migrating to
other areas, we will follow the incident to its conclusion.
Access
Our plan, as encouraged and approved by Chief Vince Andreano, would be for our crews to be
"embedded" with Ocean Rescue lifeguards. We'd "ride along" with {ocean Rescue in order to
have a more timely response to rescues and other emergency incidents on the beach.
We'd plan on having two or three crews tdepending ~n the amount of activity on the beach}
working in rotation, 7 days a week. while most ofthe time the crews would be embedded with
MBOR, these may be times when a crew is "on foot" working other areas of the beach.
Police Denartmertt involvement
we anticipate that PD involvement in the incidents we follow for OCEAN FORCE will be
primarily as back-up responders to Ocean Rescue initiated response or request. Vve would like
the opportunity, however, to cover "stand-alone" stories featuring PD an the beach when certain
incidents occur, such as the "Stolen Football" or the "Boyfriend Abuse" stories from our other
series, Beach Patrpl. Also, as we did prior, we would like to have "ride along" privileges with
P1~3's Marine Safety Unit.
This is crucial in getting the variety of stories that we both want to ensure for a successful series.
As discussed in our meeting, we appreciate all of the access and cooperation in this respect as
without it, our stories will be lacking in diversity,
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Night Sh oting
It is unlikely that we will be shooting at night, except in the extreme case when MBOR and the
other agencies are called upon fQr amulti-agency, large-scale ~•espanse such as the Chalks
Incident. Ifthe M13QR is salted into action at night, we would Tike to be cleared to cover such ate
event.
Schedule
to order to be able to shoot enough varied material to generate six to eight episodes and be
wrapped with production by the middle of May, we'll need to begin production the week of
March 17`t', we would plan to shoot for nine ~9}weeks, with a production hold from April 4-8
for the II)B event. we hope to begin serious pre-production this carving Monday, March 3'~i.
Review Process
As in the past, we anticipate the City will assemble a team representing the necessary agencies to
review rough-cut edits of the episodes in a timely manner. The goal of the Review Team will be
to verify the accuracy of protocol, fits end procedures.
Aer our discussion, it's important that minimal if any limitations be placed on the shooting of
events, as we never know haw an event will unfold and we all want the opportunity to tell
complete and varied stories. Discretion will be used during the editing process as to what is
appropriate (or not} to be included in the edited version of the episodes.
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OFFICE OF THE CITY ATTORNEY, Jose Smith, City Attorney
Interoffice Memorandum
To: Hilda Fernandez, Assistant City Manager Date: March 1, 2007
Max Sklar, Tourism & Cultural Director
Graham Winick, FiImlEvent Production Manager
From: Raul J. Aguila ~~~~=-
First Assistan City Attorney
Subject: Proposed Assignment of "Beach Patrol" Series Production A reement
. g
between CMB and Evolution Fiim & Tape, Inc., dated March 6, 2006
I have been advised by Evolution Film & Tape, Inc.'s attorney, Kathleen French, that EF
& T wishes to assign the above-referenced Agreement to Court TV. Additional) as
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part of i#s assignment, EF&T requests that Paragraph 8 of the Agreement, related to
announcements and press releases for the Series, be deleted.
in reviewing the original Agreement, Paragraph 16 ~e~ provides that the A reement ma
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be assigned by EF&T without the City's consent, but subject to all the terms therein
remaining in full force and effect. The reason EF&T requires the Cit 's consent in this
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case, is because of the requested deletion of Paragraph 8.
Accordingly, I have attached the proposed AssignmentlAmendment, as well as the
original Agreement, for your review. Please advise me at your earliest convenience
whether EF&T's request is acceptable or not, and I will advise Ms. French accordin I .
She inf ~ ~ g y
ormed me that they are anxious to resolve this issue, so your earliest attention to
this matter would be greatly appreciated.
Evolution Film & Tape, Inc.
c/o Hansen, Jacobson, Teller, Hoberman
Newman, Warren & Richman, L.L.P.
450 North Roxbury Drive, 8~' Floor
Beverly Hills, California 90210
Attention: Jeanne Newman
As of March 6, 2006
Office of the City Attorney
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attention: Raul Aguila, Esq
RE: Evolution Film & Tape, Inc. l "Beach Patrol" - City of Miami Amendment
Dear Raul:
Reference is hereby made to that certain fully-executed agreement dated March 6, 2006 Evolution Film
& Tape, Inc. ("EFT") and City of Miami Beach, Florida ("City") (the "Agreement.
For good and valuable consideration, the receipt and sufficiency of which hereby are acknowled ed, and
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subject to execution of this Amendment, the Agreement is amended as follows:
1. Notwithstanding anything to the contrary contained in paragraphs 2 and 3 of the
Agreement, the Media Rights and the' copyright in the Recordings may be assi ed
to Court TV and its affiliates (as well as to any entity acquiring which acquires a
substantial portion of the assets of Court TV.
2. Paragraph 8 of the Agreement shall not apply to Court TV or its affiliates, who may
make announcements and issue press releases related to the Series at any time
without EFT's or the City's approval, provided that any announcement or press
release that specifically relates to this Agreement shall require the City's prior
written approval, which shall not be unreasonably withheld or delayed.
Except as modified and amended hereinabove, the Agreement shall remain in full force and le al effect.
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Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanin s
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ascribed to such terms in the Agreement.
Please confirm your acceptance and agreement to the foregoing by signing in the space rovided below.
P
Very truly yours,
EVOLUTION FILM & TAPE, TNC.
By:
Its:
ACCEPTED AND AGREED:
RAUL AGUILA, ESQ.
3143}6-1