08-491Susuension 5/07/2008
RESOLUTION
Presented by
Council File # 08-491
Green Sheet # 3053462
OF SAINT PAUL, MINNESOTA
WHEREAS, the Ciry of Saint Paul is entering into an agreement through the Saint Paul Police Departrnent
with Anglia, a division of ITV Productions Limited to produce shows highlighting our SPPD K-9 units,
and;
5 WHEREAS, the production of these shows require retrofitting of two of our current squad cazs, and;
7 WHEREAS, Anglia has offered to pay $10,000 to the City for this retrofitting, now;
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9 THEREFORE BE IT RESOLVED, that the Saint Paul City Council does hereby authorize the contractual
10 agreements between the above mentioned parties, and;
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12 BE IT FURTHER RESOLVED, that the Saint Paul City Council does hereby authorize the acceptance of
13 gift of $10,000 from Anglia.
Requested by Department of:
Adopted by Council: Date � ' �
Adoption Certified by Co ncil Secret
B �
Approve y Ma � r Date � I`f (�
By:
By:
Approved by the Office of Financial Services
By:
Approved by CiTy Attorney
By:
Approved by Mayor for Submission to Counci]
By:
08-491
� Green Sheet G�een Sheet 'Green Sheet Green Sheet Green Sheet Green Sheet �
PD — POticeDepazmient
CoMact Person & Phone:
Tom Walsh
Must Be on Council Agend��
Doc. Type: RESOLUTION
E-DOCUment Required: Y
Document CoMact:
Contact Phone:
o�-�,Y-0B ( Green Sheet NO: 3053462
� uepartmena aenc i o rerson
0 ' olice DeGar�ent
Assign 1 PoliceDeparhnent DepartmentDireMOr i
Number Z am� I
For
Routing 3 'tyClerk
Order 4
5
7oW1 # of Signature Pages (Clip All Locations Por Signature)
Authorizing the Police Department to accept a gift of $1Q000 from Anglia, a division of ITV Producrions Limited, to produce shows
highlighting the Police Depar[menPs K-9 unizs.
Planning Commission
CIB Committee
Civif Service Commissian
1. Has this perso�rm ever worked under a contract for this department?
Yes No
2. Has this personlfrcm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
current city emplayee?
Yes No
Fsplain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
Advantages If Approved:
DisaAVantages If Approved:
Disadvantages If Not Approved:
Trensadion:
Funding Source:
Financial Informalion:
(ExQlain)
CostlRevenue Budgeted:
AMiviiy Number:
May 7, 2008 237 PNt
Page 1
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ACCESS AGREEMENT
Dated: April , 2008 ("Effective Date")
This access agreement ("AgreemenP') is entered into by and between the City of St. Paul,
Minnesota, through the St. Paul Police Department ("SPPD"), having an address at 367 Grove
Street, Saint Paul, Minnesota 55101, and Anglia, a division of ITV Productions Limited, a
United Kingdom limited corporation having an address at London Television Centre, Upper
Ground, London, SE1 9LT, United Kingdom ("Producer").
WHEREAS, SPPD has the power and authority to grant Producer all necessary rights of
access to malce audio and video recordings of the work of the SPPD (except insofar as the rights
of individuals have to be secured by the Producer), and in particulaz, access to its officers and K9
teams, and all their respective operations as they may relate to the subject matter of the television
series tentatively known as "K9 Cops" (the "Program"); and
WHEREAS, Producer desires to have one to two person production crews ("PC") ride
alongside SPPD K9 teams in certain SPPD-owned and -operated vehicles ("Vehicles") in filming
the Production and currently owned vehicles cannot accommodate the Producer's PC; and
WHEREAS, Producer desires the reasonable cooperation and limited assistance of the
SPPD and SPPD employees to facilitate the production of the Program;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration, receipt of which is hereby mutually acknowledged, the
parties hereto agree as follows:
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1. RIGHT OF ACCESS
A. Scope and Term of Access. SPPD hereby grants to Producer, from April I, 2008
through October 31, 2008 (the "First Access Period"), a right of access to film and record the
work of the SPPD and its K9 teams in connection with the production of the Program at such
locations where the SPPD may carry out its operations, including police vehicles. Producer
shall, during the First Access Period, complete all recording and filming necessary to complete a
season of episodes of the Program (such season not to exceed 15 episodes in total).
(i) Mutual Cooperation. Producer and SPPD shall coordinate their activities
in good faith, taking into account firstly, the SPPD's public safety concems, as well as,
secondly, the need to complete production of the Program within the defined Access
Periods. In no event may any filming interfere with, impede or diminish the normal and
reasonable operation or functions of the SPPD or the City of St. Paul. SPPD agrees (a) to
make reasonable accommodations for Producer to reschedule filming dates and times, if
production exigencies warrant, (b) to advise Producer of any defects or dangers of which
it is aware in connection with any premises owned or controlled by SPPD; and (c)
provided prior permission has been obtained by Producer from the SPPD, to allow
reentry by Producer onto SPPD property for the purpose of shooting additional scenes
and retakes. Notwithstanding the foregoing, Producer shall not require SPPD officers,
personnel and employees, or K9 teams to perform any reconstructed scene. All filming
and recording will be done as mainly SPPD K9 teams, as well as other secondary SPPD
officers, personnel and employees, carry out their usual and customary duties and
responsibilities, or as they may consent to be recorded on their personal time.
(ii) Ride-Alongs. PC may ride along with SPPD personnel in Vehicles,
provided that: (a) such passengers' presence, acts or omissions shall not endanger
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anyone or impede or interfere with the K9 teams or other core operations of SPPD
personnel and other law enforcement personnel; and (b) each passenger shall at all times
adhere to all instructions of the SPPD personnel in charge. Additionally, all members of
the PC shall sign ride-along release waivers before being allowed to participate in any
ride-alongs.
(iii) Republican National Convention Time Period and Emergency Recall. The
Republican National Convention is going to be held in the City of St. Paul, September 1—
4, 2008. Therefore, due to training and prepazation for the Convention, from August 18,
2008 — September 7, 2008, no PC may accompany St. Paul K9 teams. Additionally, if in
the discretion of the SPPD, there exists an emergency (whether within the City of St. Paul
or a requesting City, County, State or Country) to which one or all of the K9 teams
respond, PC may not accompany the St. Paul K9 teams without the express permission
of the SPPD.
B. Producer's Election to Renew. Producer shall have the option to produce
additional episodes of the Program, pursuant to the terms and conditions set forth in this
Agreement, as follows:
(i) Second Series. At any time within 6 months following the conclusion of the First
Access Period, Producer may at its option notify SPPD of its intention to produce a second
season of episodes of the Program, whereupon SPPD shall grant a similar right of access to
Producer, to produce such second season of episodes during a Second Access Period, which shall
commence no later than 3 months after the date on which Producer provides such notification to
SPPD. The duration of the Second Access Period sha11 in such event be negotiated in good faith
by the parties, but shall in no event be shall go longer than December 31, 2010.
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2. CONSIDERATION It is the SPPD's understanding that the PCs would not physically
be able to accompany K9 teams in the vehicles that the K9 teams SPPD currently use.
Therefore, to enable the PCs to ride with the SPPD K9 teams, and in full and final consideration
for the rights granted by the SPPD herein, Producer shall pay the SPPD the total sum of
US$10,000 (ten thousand US dollars), prior to filming, to cover the SPPD's cost of retrofitting
two police vehicles capable of accommodating. the PCs in riding with the SPPD K9 teams.
Additional consideration for the SPPD to enter into this Agreement is the potential broadcast of
Material that will highlight the dedication of SPPD K9 teams.
Notwithstanding any other provision in this Agreement, an election by Producer to
produce additional episodes of the Program during a Second Access Period pursuant to
Paragraph 1(B)(i) hereof shall not obligate Producer to provide any additional compensation to
SPPD.
3. INTELLECTUAL PROPERTY AND OTHER RIGHTS
A. Coovright. All audio and video recordings made by Producer in connection with
the Program, and all elements thereof and relating thereto, including without limitation, Prograni-
related recordings of SPPD employees, shall be the sole and exclusive property of Producer and
its successors and assigns, for a11 copyright terms, renewal terms and revivals thereof throughout
the world, for all uses and purposes whatsoever (e.g., to display, broadcast, sell, transfer, perform,
reproduce, create derivative works, etc.). Producer shall have the sole and exclusive right to
exploit in any manner or media, whether now known or hereafter devised, all rights in the
Program, and any elements thereof, throughout the world and in pecpetuity, without any
additional payment to any individual or entity; and in the event that that the SPPD would
oCherwise be deemed to own the copyright in any element of the Program, then the SPPD
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irrevocably assigns to Producer all of the SPPD's interest therein, including without limitation the
copyrights therein, for good and valuable consideration, receipt of which is hereby acknowledged.
For the avoidance of doubt, SPPD acknowledges that no residuals shall be payable to the SPPD
in respect of the exploitation of Yhe Production. Notwithstanding the foregoing, Producer
understands and acknowledges that it may be compelled to produce recorded materials under
compulsion of subpoena.
B. SPPD Consents. SPPD shall identify the K9 teams who are to be filmed,
and SPPD shall secure all rights and consents, or waivers, from team members so as to permit
the fullest use throughout the world by Producer of the Material, or any part thereof, in
perpetuity by all means and in all media. SPPD further agrees, and shall procure that its
identified K9 team officers shall agree, that the Material and the likenesses, photographs and
biographical material of such individuals may be used far to advertise, promote and market the
Program.
C. Other Personal and Location Consents. Producer shall be responsible for
obtaining all other necessary consents, including those of SPPD personnel, agents or employees
who are not identified K9 officers, as referenced in paragraph 3B above. SPPD shall provide to
Producer the names of and access to such individuals, to assist the Producer in procuring
appropriate rights and consents, or waivers.
D. Trademarks. Producer, Discovery Communications LLC ("Discovery") and their
respective licensees and assigns shall have the right to use within the Program any materials and
images containing the SPPD's name, trademarks and logos (collectively, the "Trademazks"),
whether recorded incidentally or otherwise, and to use the Trademarks for any Program-related
publiciYy and promotional purposes, and for the exploitation of the Program worldwide and in
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perpetuity; provided, however, that the Trademarks shall not be used in sponsorship,
endorsement or as a recommendation for any production of ITV Production Limited.
4. EDITORIAL CONTROL Producer shall have absolute editorial control over the
Program. Notwithstanding the foregoing, Producer shall provide to the SPPD's Public
Information Officer, prior to the first transmission of each Program episode, one copy of a DVD
of the rough cut of such episode, or any Materials that the Producer wishes to use in telecast or
other distribution; the SPPD shall have five (5) business days to view such episode or Materials
for the purpose of identifying: 1) factual inaccuracies of which the SPPD is awaze, 2) filming or
recording of data that potentially could interfere with the successful criminal prosecution of any
arrestee and 3) potential violaTions of the Minnesota Government Data Practices Act. All
Materials so identified by the SPPD shall be discussed in good faith by the parties, provided that
subsequent to such discussions the Office of the City Prosecutor may require that some or all of
such Materials be removed from the final version of the Program episode at issue, which shall
not be telecast or otherwise distributed by the Producer unless such Materials have been
removed.
5. REPRESENTATIONS AND WARRANTIES
A. SPPD hereby represents and warrants that:
(i) SPPD does not know of any claim or potential claim by any party, which
might in any way affect Producer's right to use and exploit the rights granted herein.
(ii) Producer's use of the Trademarks in the Program shall not violate any
personal or property rights of any third party including, but not limited to, droit moral or
artists' moral rights, privacy, right of publicity SPPD of any third party.
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(iii) SPPD shall make no claim as to any ownership of the Program or the
Materials, including any clauns regarding the Producer's copyrights thereof.
(iv) SPPD has the full right, legal capacity and authority to enter into this
Agreement upon the terms and conditions herein stated and no other third party consent is
required in respect of the rights and licenses granted hereunder.
B. Producer hereby represents and warrants that it has the full right, legal capacity
and authority to enter into this Agreement upon the terms and conditions herein stated and that
no other third party consent is required in respect of the rights and licenses granted hereunder.
6. INDEMNIFICATION AND INSURANCE
A. Indemnities. Producer and Discovery shall defend and hold harmless the City of
St. Paul, its representative, officials, employees and agents against all actions, claims, damages,
expenses and liabilities (including reasonable attorneys' fees), which may arise out of any
material breach by the other party of an obligation contained in this Agreement or claim of action
from any third party, including the Producer and Discovery and their personnel, employees or
agents, against the City of St. Paul, its representatives, officials, employees and agents for any
acYion or inaction by the City of St. Paul, its represenCatives, officials, employees and agents.
Producer and Discovery shall at all times indemnify and hold harmless the City of St. Paul, its
representatives, officials, employees, agents and attorneys against and from any and all claims,
damages, liabilities, costs and expenses arising out of any claim for slander, libel, or
infringement of any right of privacy or publicity or constitutional civil right, ar for trespass, or
for conspiracy or similar claim based on statements made by, or actions of, the Producer and
Discovery and their personnel, employees or agents in connection with the filming, recarding,
distribution or airing for the Program.
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B. Insurance Producer confirms that it has and shall maintain insurance for its
own purposes during the Access Periods. SPPD confirms that it shall at all times have and
maintain insurance policies as required by law. The parties shall provide each other with
evidence of such insurance if so requested.
C. �li�ence. Except as provided hereinunder and by signed waivers, nothing in
this Agreement shall be construed to operate so as to restrict the liability of each party for
personal injury andlor death of any person andlor loss or damage to property proven to be caused
by the direct negligence of the other party.
D. Post-Filmin�List. Should any City of St. Paul property be damaged by
Producer or its personnel as a result of the filming, SPPD ag�ees to promptly submit to Producer
in writing, no later than six (6) weeks after the expiration of the relevant Access Period, a
detailed list of all claimed property damage for which Producer is responsible, and SPPD shall
permit Producer's representatives to inspect the damaged property.
E. Acknowledament and Acceptance of Dan�ers in Accomoanving and Filmin�On-
Duty K9 Teams. Producer and its PC acknowledge and accept the inherent and attendant
dangers in accompanying and filming on duty K9 teams, especially in circumstances of K9
deployment and apprehension.
7. PUBLICITY SPPD acknowledges that publicity far the production will be handled
exclusively by Animal Planet and Discovery. SPPD agrees not to release any information about
the Production to the media without prior clearance by Animal Planet, such clearance not to be
unreasonably withheld, and further agrees, and shall procure that its officers, employees,
personnel and agents shall agree, not to disclose, or supply any photographs or other Producer's
Material, to any third party, relating to this Agreement, the Program, Producer or Discovery.
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8. MINNESOTA GOVERNMENT DATA PRACTICES ACT Nothing in this
Agreement nor the services provided under it is intended to be contrary to the Minnesota
Govemment Data Practices Act, Minnesota Statutes, Chapter 12.
9. BREACH In the event of a material breach of this Agreement by SPPD occurring
during the first 6 months of the First Access Period that is not cured within 30 days of written
notice of such breach, Producer may, in its sole discretion, elect to terminate this Agreement,
whereupon SPPD shall refund the full US$10,000 payment to Producer within 7 business days. If
the Agreement is terminated by either party, all rights, consents, waivers by the SPPD and its
employees are withdrawn and terminated for all Materials the Producer possess as a result of this
Agreement.
10. SERVICE AND NOTICES Producer shall accept service of process or other legal
documents from the City in Ramsey County, Minnesota, United States of America, pursuant to
the State of Minnesota Rules of Court and/or the Federal Rules of Civil Procedure, as applicable,
given in such manner as the governing Rules may provide. Nothing herein shall constitute
consent to service by any third party. Producer shall designate a member of one of the PCs as
the proper person to accept service from the City. In addition, however, the City may serve
Producer's US counsel by certified mail, return receipt requested, and such service shall be
deemed to be complete upon mailing and further deemed to have taken place within Ramsey
County. Said counsel's address is:
Francis X. Dehn, Esq.
SmithDehn LLP
381 Park Avenue South
Suite 713
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New York, NY 10016
All notices and statements to be given shall be given or made at the respective addresses of the
parties as follows, unless notification of a change of address is given in writing by facsimile, and
the date of mailing shall be deemed the date the notice or statement is given:
SPPD: Mr. Thomas Walsh
Public Information Officer
St. Paul Police Department
367 Grove Street
St. Paul, Minnesota 55101
PRODUCER: Olusoga Adamo, Esq.
Business Affairs Manager, Factual
Anglia Television, a division of ITV Productions Limited
The London Television Centre
Upper Ground
London
SEl 9LT
Tel: 020-7578-2397
With a copy to:
Francis X. Dehn, Esq.
SmithDehn LLP
381 Pazk Avenue South
Suite 713
New York, NY 10016
fdehn@sddlaw.com
11. NO JOINT VENTURE OR AGENTS Nothing herein contained shall be construed to
place the parties in the relationship of partners or joint venturers, and other than as expressly
agreed herein neither the Producer nor the SPPD shall have no power to obligate or bind the
other in any manner whatsoever; nor shall Producer, nor any of its personnel, employees or
agents, at any time, be deemed agents of the SPPD.
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12. NO WAIVER
None of the terms of this Agreement may be waived or modified
except by an express agreement in writing signed by all parties. The failure or delay of a party
hereto to enforce any of its rights under this Agreement shall not be deemed a continuing waiver
or a modification thereof and a party hereto may, within the time provided by applicable law,
commence appropriate legal proceeding to enforce any or all of such rights.
13. ASSIGNMENT AND DELEGATION Producer may not assign the license granted
herein nor delegate any of its obligations under this Agreement (other than to a corporate parent,
subsidiary or affiliate) without the prior written consent of SPPD, said consent not to be
unreasonably withheld. Notwithstanding the foregoing, Producer may unilaterally assign any and
all rights in the finished Program in the normal course of distribution and exploitation of the
Production. This Agreement shall be binding upon all successors-in-interest to Producer.
14. GOVERNING LAW This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
15. INTEGRATION This Agreement embodies the entire understanding of the parties,
and shall revoke and supersede all previous communications, representations, or understandings,
either oral or written, between the parties. No amendmenY or modification hereof shall be valid
or binding upon the parties unless made in writing and signed by both parties.
16. SEVERABILITY An arbitral finding that any term, clause, or provision hereof is
invalid, illegal or unenforceable shall not affect the validity or operation of any other term,
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clause, or provision hereof, and such invalid, illegal or unenforceable term, clause, or provision
shall be deemed to be severed from the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed below as of the day and yeaz first above written.
PRODUCER:
ANGLIA, a division of ITV PRODUCTIONS LIMITED
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Name (print):
Title:
CITY OF ST. PAUL
I:
Name (print):
Title: St. Paul Police Chief
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Name (print):
Title: St. Paul Director of the Office of Finance
:
Name (print):
Title: St. Paul SPPD Attorney Office
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