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2015-50 PROFESSIONAL PRODUCTION AND BROADCAST SERVICES AGREEMENT THIS AGREEMENT, made this 12th day of May 2015, between the City of Clermont, a Municipal,Corporation of the State of Florida, (hereinafter referred to as the "CITY") and Dr. Anna Marie, Inc. 27650 SE Hwy 42, Umatilla, FL 32784-8750 (hereinafter referred to as "DR ANNA MARIE PRODUCTIONS"). WITNESSETH NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained, the parties agree as follows: 1. SCOPE OF SERVICES/COMPENSATION SCHEDULE: The CITY agrees to and does engage DR. ANNA MARIE PRODUCTIONS to perform the professional production services and provide broadcast on Lake Front TV, for compensation as set forth in the Scope of Services and Compensation Schedule attached hereto and incorporated herein as Exhibit"A". a. As a condition precedent to receiving payment, DR. ANNA MARIE PRODUCTIONS shall have been authorized-to proceed by CITY, shall not be in default of any of the terms and conditions of this Agreement and shall provide to CITY an invoice. b. CITY shall pay all valid, approved and undisputed invoices within thirty(30)days of receipt from DR. ANNA MARIE PRODUCTIONS. hi the event that CITY disputes any invoice submitted, it shall advise DR. ANNA MARIE PRODUCTIONS in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY's review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the DR. ANNA MARIE PRODUCTIONS shall be liable to CITY for any and all damages to CITY caused by the DR. ANNA MARIE PRODUCTIONS' negligent or wrongful performance of any of the services furnished under this Agreement. c. DR. ANNA MARIE PRODUCTIONS agrees to assign qualified professionals to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY during the term of this Agreement. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards and guidelines. CITY may request DR. ANNA MARIE PRODUCTIONS to make changes in the scope of services or make revisions to the work performed. Any changes or revisions requested by CITY that are not due to DR ANNA MARIE PRODUCTIONS' error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and DR. ANNA MARI PRODUCTIONS, may be entitled to additional compensation upon the written agreement of the parties. 1 2. AUTHORIZATION TO PROVIDE SERVICES: DR. ANNA MARIE PRODUCTIONS shall not be authorized to provide any services as set forth above until such time as DR ANNA MARIE PRODUCTIONS has received specific authorization from the City Manager, or his designee. 3 TERM. This Agreement shall take effect when executed by both parties and shall continue,until terminated as provided in Section 4 below. 4. TERMINATION. a. The non-breaching party upon breach of the terms and conditions contained herein, may terminate this Agreement at any time and immediately.. b. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon thirty (30) days written notice to the DR. ANNA MARIE PRODUCTIONS. In the event of termination by the CITY pursuant to this section 4b, DR. ANNA MARIE PRODUCTIONS shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in Exhibit"A". 5. RESPONSIBILITIES OF DR.ANNA MARIE PRODUCTIONS. In addition to all other responsibilities provided herein, DR. ANNA MARIE PRODUCTIONS expressly understands and agrees that,through the above-referenced assigned personnel, it shall perform all of the services required in Exhibit"A", and further agrees as follows: a. DR. ANNA MARIE PRODUCTIONS may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of DR. ANNA MARIE PRODUCTIONS, under the direct supervision of DR. ANNA MARIE PRODUCTIONS and with the prior written approval of CITY. b. DR. ANNA MARIE PRODUCTIONS expressly acknowledges that any and all documents, video, pictures, production material, designs, scripts, and reports, regardless of format, and related to this project and acquired or created by DR. ANNA MARIE PRODUCTIONS shall remain, at all times the property of CITY and DR. ANNA MARIE PRODUCTIONS. DR. ANNA MARIE PRODUCTIONS, therefore, shall preserve and maintain said records and shall immediately provide copies of them to CITY upon termination of this Agreement. 6. RESPONSIBILITIES OF CITY. The CITY shall provide full information, as reasonably requested by DR. ANNA MARIE PRODUCTIONS, regarding the requirements of the project. 7. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this Agreement, the City Manager shall be the designated representative authorized to act on behalf of the CITY, as provided by law, with respect to the project. 2 8. INSURANCE PROVIDED BY DR.ANNA MARIE PRODUCTIONS. a. Workers Compensation. DR. ANNA MARIE PRODUCTIONS agrees to pay for and maintain in full force and affect all applicable workers compensation insurance as required by Federal and Flonda Law. b. Comprehensive Automobile Liability DR. ANNA MARIE PRODUCTIONS agrees to pay for and maintain in full force and effect at all times during the teen of this Agreement, bodily injury and property damage liability insurance The limits of said policies shall be in an amount approved by the CITY. c. Proof of Insurance. Upon CITY's request, DR. ANNA MARIE PRODUCTIONS agrees to provide to CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof, as evidence of the compliance by the DR. ANNA MARIE PRODUCTIONS with the terms and provisions contained herein. d. Loss of Insurance. If during the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best Rating and Financial Size Category, DR. ANNA MARIE PRODUCTIONS shall, as soon as it has knowledge of any such circumstance, immediately notify CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until the DR. ANNA MARIE PRODUCTIONS has replaced the unacceptable insurer with an insurer acceptable to CITY, the DR. ANNA MARIE PRODUCTIONS shall be deemed in default of this Agreement. d. Insurance Coverage Not Limitation of Liability. The maintenance of insurance coverage as provided herein shall not be construed to limit or have the effect of limiting DR. ANNA MARIE PRODUCTIONS's liability to CITY under the provision of any clause or paragraph contained in this Agreement. 9. INDEMNIFICATION. DR. ANNA MARIE PRODUCTIONS agrees to hold harmless and indemnify, including attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arismg from or related to negligent acts, errors or omissions of the DR. ANNA MARIE PRODUCTIONS. 10. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes within the scope of this Agreement, the relationship of DR. ANNA MARIE PRODUCTIONS and CITY is that of an independent contractor. 11. FORCE MAJEURE. With regard to the performance hereunder, DR. ANNA MARIE PRODUCTIONS shall not be deemed to be in default of this agreement, or have to failed to comply with any term or conditions herein if, for reasons beyond DR. ANNA MARIE PRODUCTIONS's 3 reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time for such performance shall be extended until removal of such reasons beyond DR. ANNA MARIE PRODUCTIONS's reasonable control, provided that DR. ANNA MARIE PRODUCTIONS commences such performance as soon as reasonably possible and diligently pursues such performance 12. NOTICES. All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. DR. ANNA MARIE PRODUCTIONS: 27650 SE Highway 42 Umatilla, FL 32784-8750 Attn.: Anna M. Chwastiak, President CITY: Darren Gray, City Manager City of Clermont 685 W. Montrose Street Clermont, FL 34711 13. PROHIBITION AGAINST CONTINGENT FEES. DR. ANNA MARIE PRODUCTIONS warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for DR. ANNA MARIE PRODUCTIONS, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee/contractor working solely for DR. ANNA MARIE PRODUCTIONS any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of making of this agreement. For breach or violation of this provision, in addition to any and all remedies available to CITY, CITY shall have the right to terminate this agreement without liability and to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 14. GENERAL PROVISIONS. a. Assignment and Disclosure of Intellectual Property. All original works of authorship that are made by DR. ANNA MARIE PRODUCTIONS or its representatives (solely or jointly with others), within the scope of,those described as works for hire and during the penod of CITY'S agreement withbR. ANNA MARIE PRODUCTIONS and that are protectable by copyright as that term is defined in the United States Copyright Act and that DR. ANNA MARIE PRODUCTIONS will be considered the author thereof. b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of 4 any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the parties agree that the dispute first shall be summited to non-binding mediation for a minimum of eight hours before a business mediation organization approved by the parties. Such mediation shall be held at the CITY's offices at the address set forth in this Agreement. The part shall bear the costs of the mediation equally. c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement d. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall,be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. e. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. f. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by DR. ANNA MARIE PRODUCTIONS. g. Assignment. This Agreement is personal to the parties hereto and may not be assigned by DR. ANNA MARIE PRODUCTIONS, in whole or m part, without the pnor written consent of CITY. h. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. i. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. j. Records. DR. ANNA MARIE PRODUCTIONS expressly understands and acknowledges that any and all documents related to the services provided herein,may be considered records that are subject to examination and production in accordance with Florida's Public Records Law DR. ANNA MARIE PRODUCTIONS expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless for any such disclosure related to Florida's Public Records Law. 5 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herem expressed on the date first above written. Attest. CITY OF CLERMONT, FLORIDA - B :Q.t1 r())--/ BY (4 L. �/� Tracy Ackroyd, City Clerk 1 Gail Ash,Mayor DR.ANNA MARIE,INC BYE //r Anna M. Chwastiak, 'resident 6 EXHIBIT "A" SCOPE OF SERVICES AND COMPENSATION SCHDULE Dr. Anna Marie Productions brings together this area's most qualified and talented video production team with decades of experience in broadcast and cable television including programs presented nationally to millions of viewers Dr. Anna Marie Productions team currently manages Lakefront TV here in Lake County. Lake Front TV has been an important part of Central Florida since 2005, providing popular public programming that'educates, entertains and engages our community with a wide variety of local television. This year represents a big step forward as Lakefront introduces a greatly improved_lineup of shows including longtime, locally produced fa- vorites and brand new programs that promote better living from around Central Florida and the country. Lakefront TV also proudly presents exclusive specials that highlight our community with special events, active living features of our area and local civic activi- ties In addition, Dr. Anna-Marie Production provides programming to Orange County's government access channel's Orange TV and Vision TV. Dr. Anna Marie Productions will provide professional production services to help create an effective and high broadcast quality monthly half-hour television series This uplifting series will consist of feature topics of choice focusing on the City of Clermont. These features will also be,provided to the City of Clermont as stand alone vignettes that could be used on your website, social media and other branding ventures. SERVICES AND ITEMS PROVIDED: • Television I Website I Digital Out-of-Home platforms • Show Sponsorship (Audio Visual Billboard Identifying City of Clermont is a grant supporter of our government access channel) • Monthly Half-Hour Television Show Focusing On City of Clermont • Sponsor Tagged Promos Driving Viewers To Your Programming • Television Show Segments Provided in stand alone format for usage on website, You Tube, and social media. (Total: 36 spots per year) • One Community Spotlight-City Manager and/or City of Clermont Commissioner feature Vignette Per Month (Total: 12 spots per year) • All Completed Projects and HD Raw Footage to be provided to City of Clermont on your designated portable hard drive at no additional charge. Quality Community Programming Lake Front TV is committed to bringing inspirational programming highlighting Lake County to our viewers. Some of the new programs that have launched on our station in 2014-2015 include The Home School Connection, What's New In The 352, All Access and this spring Taste Of Lake! a } Lake Front TV is the premiere destination for local television programming attracting a devoted following of viewers across four cable systems and online. Lake Front TV's programming is available on Centurylink's PRISM 21, Comcast 22, Brighthouse 497 and FL Cable 4. Plus, Lake Front TV's programming is available everywhere via our 24 hour live streaming on lakefronttv.com and ROKU Media devices across the United States. In addition, your monthly half-hour show will be aired on Orange County's gov- ernment access channel ORANGE TV which reaches 2 5 million households. This year Lake Front TV provides even greater emphasis on developing quality community programming profiling our ecotourism destinations and highlighting our his- toric cities. Look for Lakefront TV in the community for special public events. Lake Front TV celebrates our community like never before, offering unprecedented presence and exposure for our programs and partners. Dr. Anna Marie Productions team looks forward to working with the City of Clermont in branding your city's events, restaurants and other destinations selected to be high- lighted in the series. Dr. Anna Marie Productions shall also provide: • City of Clermont :30 spot to air on the top and end of each of your half-hour pro- grams • AudioNisual Billboard before and after each episode identifying City of Clermont as the grant supporter of your programs • Monthly half-hour magazine style show focusing on City of Clermont. Program to premiere first Saturday of every month on Lake Front TV. Two (2) airings on the weekend and re-air six (6) times during the week (select day parts) • Monthly Community Spotlight Feature with City Manager and/or Commissioner. Segment designed to air in and around Lake Front N's programming. Spot will air approximately eight (8) times per week • Dr. Anna Marie Productions to create .30 second topical promos to drive viewers to your weekly programming. Spots will air twenty (20) times per week. City of Clermont to be tagged in the promo spots as the grant provider of the program • City of Clermont's audio/visual billboard on top and end of selected popular Lake Front TV and Orange TV programming • City of Clermont's Logo and hyperlink on station website. City of Clermont add- ed content on Lake Front TV website (Event Calendar, Blog, restaurant guide/recipes etc) • Press release announcing the partnership of City of Clermont and Dr. Anna Marie Productions in bringing viewers the most in-depth uplifting programming highlight- ing the South Lake area of Lake County. Compensation Schedule *$800.00 per month *Custom Open, Graphics Package and Music Library: $350.00 (subject to further approval by CITU.