CONSULTING SERVICES AGREEMENTCONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of the
18th day of September , 2018, between Scatter Brothers Productions, LLC ("Consultant"), whose address is
433 Central Ave. #203 St. Petersburg, FL 33701, and City of Clearwater ("Customer") whose address is
112 S. Osceola Ave., Clearwater FI, 33756
RECITALS
WHEREAS Customer desires that Consultant render certain professional videographer services
to Customer, and Consultant is willing to perform such work upon the terms and conditions set forth
herein;
NOW, BE IT THEREFORE AGREED, in consideration of the mutual benefits, agreements,
covenants and promises herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Scope of Services.
Consultant, as an independent contractor, shall perform those certain services specified on the
Statement of Work as Attachment A, (attached hereto and incorporated herein), ("Consultant
Services"). Consultant shall not be required to perform work not specifically described in the
Statement of Work. The parties may mutually agree in writing from time -to -time on additions or
deletions to the Statement of Work, however Consultant shall not be required to perform such
additional work until a written agreement is reached as to the time and cost of such additional
work and an Amendment to Statement of Work is signed by both Consultant and Customer.
2. Performance of Work.
Consultant shall provide Consultant Services in accordance with the Statement of Work.
Consultant shall have sole discretion and control over the work of Consultant's employees,
agents and contractors in the performance of the work under this Agreement and the manner in
which such work is performed. Consultant may use subcontractors or contract labor or services to
perform certain portions of the work.
3. Customer Duties and Responsibilities.
3.1 Customer shall make available in a timely manner at no charge to Consultant such data,
documentation and materials, together with timely access to appropriate personnel of Customer
and such resources of Customer as Consultant may reasonably need for the performance of
Consultant Services.
3.2 Customer shall be responsible for and assumes the risk of any problems resulting from
the content, accuracy, completeness or consistency of the materials and information supplied to
Consultant.
3.3 Customer shall appoint and designate a Customer representative who shall provide
professional and prompt liaison between Consultant and Customer. Primary guidance and
direction for Consultant with respect to the services performed hereunder shall come from such
Customer representative.
4. Compensation.
4.1 Consultant's compensation for the Consultant Services shall be as set forth in the
Compensation Schedule set forth in Attachment B, (attached hereto and incorporated herein).
4.2 Customer shall be responsible for all reasonable out-of-pocket costs (not including day to
day operating expenses such as routine photocopying, long-distance telephone) incurred by
Consultant and Customer in connection with performing the Consultant Services, including, but
not limited to, specific reimbursable expenses for photography, stock art and illustration, image
searching, hosting, printing and press checks. Consultant will use brand graphics and standards
provided by Customer. Consultant may use photography and/or videography provided by
Customer with mutual agreement of both parties. Customer reserves the right to approve any
1
photography, stock art and illustration. Consultant shall provide Customer a good faith estimate of
any such applicable expenses prior to request for Customer approval of said expenses.
4.3 Travel Expenses: Provided Consultant faithfully performs his obligations contained in this
Agreement, the Customer shall reimburse Consultant for travel expenses as follows: Mileage at
the current government rate of $0.545/mile with mileage not to exceed 200 miles or one hundred
nine dollars ($109.00) without prior written consent of the customer.
4.4 Unless otherwise specified in this Agreement, all invoices for Consultant Services and out
of pocket costs and taxes shall be due and payable within thirty (30) days of receipt. Consultant
shall have the right to suspend providing of Consultant Services at any time without penalty or
liability for breach of this Agreement where Customer fails to pay when due invoices for
Consultant Services, costs and taxes with 30 days written notice.
4.5 Please make checks payable to: Scatter Brothers Productions, LLC
Mail to: 433 Central Ave. #203 St. Petersburg, FL 33701
5. License and Intellectual Property Rights.
5.1 Customer will have rights to all pre- and post -production video and photographic images f
or ongoing marketing purposes.
6. Warranties and Remedies.
6.1 Notwithstanding the foregoing, the services provided by Consultant hereunder shall be
performed in a professional and workmanlike manner and shall substantially conform to the
description of services set forth in the applicable statement of work.
6.2 Customer's sole remedy for Consultant's breach of its obligations under this agreement is
as set forth herein. Should Consultant breach any warranty or representation in this Agreement or
should Consultant default under any term of this Agreement, Customer shall notify Consultant in
writing and Consultant shall use reasonable diligence to remedy such breach within 30 days after
receipt of such notice. Should Consultant fail to remedy such breach within such time, Customer
may terminate the Agreement effective immediately upon written notice, provided that Customer
shall remain responsible for paying Compensation accrued through the date of termination, and
Consultant shall be responsible for delivering product produced hereunder to Customer up until
the date of termination. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER FOR
ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO CONSULTANT
FOR SERVICES AND PRODUCTS PROVIDED HEREUNDER. CUSTOMER FURTHER
AGREES THAT IN NO EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE,
INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR
OTHERWISE, EVEN IF CONSULTANT WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR WAS GROSSLY NEGLIGENT.
7. Public Records Law
Jn addition to all other contract requirements as provided by law. the contractor executing this
agreement agrees to comply with public records law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119. FLORIDA STATUTES. TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT. CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com. 112
S. Osceola Ave.. Clearwater. FL 33756.
The contractor's agreement to comply with public records law applies specifically to:
2
a) J(eep and maintain public records required by the City of Clearwater (hereinafter "public
agency") to perform the service being provided by the contractor hereunder,
b) Upon request from the public agency's custodian of public records. provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided for in
Chapter 119, Florida Statutes. as may be amended from time to time, or as otherwise
provided by law,
c) Ensure that the public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency,
d) Upon completion of the contract, transfer. at no cost. to the public agency all public
records in possession of the contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract. the contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract. the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency. upon reauest from the public agency's custodian of public records. in a format
that is compatible with the information technology systems of the public agency,
e) A request to inspect or copy public records relating to a public agency's contract for
services must be made directly to the public agency. If the public agency does not
possess the requested records, the public agency shall immediately notify the contractor
of the regggst and the contractor must provide the records to the public agency or allow
the records to be inspected or copied within a reasonable time,
f) The contractor hereby acknowledges and agrees that if the contractor does not comply
with the public agency's request for records. the public agency shall enforce the contract
provisions in accordance with the contract,
g)
A contractor who fails to provide the public records to the public agency within a
reasonable time may be subject to penalties under Section 119.10. Florida Statutes.
h) If a civil action is filed against a contractor to compel production of public records relating
to a public agency's contract for services. the court shall assess and award against the
contractor the reasonable costs of enforcement. including reasonable attorney fees. if;
1. The court determines that the contractor unlawfully refused to comply with the
public records request within a reasonable time: and
2. At least 8 business days before filing the action, the plaintiff provided written
potice of the public records request. including a statement that the contractor has
pot complied with the request. to the public agency and to the contractor,
i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of
public records and to the contractor at the contractor's address listed on its contract with
the public agency or to the contractor's registered agent. Such notices must be sent by
common carrier delivery service or by registered. Global Express Guaranteed. or certified
mail. with postage or shipping paid by the sender and with evidence of delivery. which
may be in an electronic format,
A contractor who complies with a public records request within 8 business days after the
potice is sent is not liable for the reasonable costs of enforcement,
8. Assignment
3
8.1 No party to this Agreement may assign any rights or delegate any duties under this
Agreement without the prior written consent of the other party.
9. Effective Date
9.1 This Agreement shall be effective on the date signed by all parties hereto ("Effective
Date").
10. Dispute Resolution and Indemnification
10.1 In the event of any dispute arising under this Agreement, other than the payment of sums
due to Consultant, the project manager for Consultant and the designated representative of
Customer agree to meet within a reasonable time after such dispute arises to determine the
nature of the dispute and corrective action to be taken to resolve such dispute. If such persons
are unable to agree on such corrective action, they shall notify senior management of Consultant
and Customer, who shall then meet to attempt to resolve such dispute. If management is unable
to resolve such dispute, each party shall have such remedies and defenses as may be available
at all and in accordance with applicable law under this Agreement.
11. Notice
11.1 Any notices required under this Agreement shall be in writing and be addressed to the
parties as shown below. Notices shall be delivered by certified or registered first class mail or by
commercial courier service and shall be deemed to have been given or made as of the date
received.
City of Clearwater
Economic Development & Housing
Attn: Denise Sanderson, Director
112 S. Osceola Ave
Clearwater, FL 33756
727-562-4031
Scatter Brothers Productions,
LLC
Attn: Ben Daniele
433 Central Ave. #203
St. Petersburg, FL 33701
727-256-7456
12. Indemnification and Insurance.
12.1 As to claims other than warranty claims subject to paragraph 6, Consultant agrees to
indemnify Customer for Customer's losses to the extent caused by the negligence of Consultant
and its employees or authorized agents (including contractors or subcontractors of Consultant)
performing within the scope of their employment or agency under this agreement.
12.2 Consultant shall, at its sole cost and expense, secure and maintain in force while the
contract is in effect, policies of insurance as provided for in Attachment C (attached hereto and
incorporated herein).
13. Procedures
13.1 Change Request Process: Customer may request changes within the general
scope of work ("Change Requests"). Change Requests must be made in writing. Changes
to work must be approved by the Customer and Consultant and may include the following:
1. Additions to or deletions from the specifications.
2. Changes in the time and place of performance.
3. Changes in the scope or nature of the work to be delivered.
4. Changes in the nature and quantity of deliverable work product.
If any change affects payments due or time of performance, details must be specified in
the Change Request, which is approved by the Customer and Consultant. Only authorized
representatives of the Customer and Consultant shall make changes to the terms and
conditions of this agreement. Neither Consultant nor Customer will be accountable for
meeting commitments that have not been agreed to in an approved Change Request.
13.2 Additional Project Expenses: Typically, such items as photography, image
searching, hosting, printing, press checks, travel, etc., are necessary and can change the
budget of the project. If a Change Request shall result in additional project expenses,
4
Consultant will outline changing budget costs as a result of such Change Request and
submit such outline to Customer for written approval. See Attachment A.
13.3 Unless milestone dates are revised in writing by the parties hereto, in circumstances
where milestone deadlines are missed due to delays by client, the client will honor payments
according the following Milestone Payment Schedule:
1. 50% ($2,199.50) to be invoiced upon completion of Pre -Production (1St milestone);
2. 25% ($1,099.75) to be invoiced upon completion of Production (2nd milestone);
3. 25% ($1.099.75) to be invoiced upon completion of Final Cut — Post -Production following
delivery of the final video cut and acceptance by Customer and signoff (3rd milestone);
13.4 Payment terms are Net 30. Customer reserves the right to pay by Credit Card.
13.5 Deadlines: Customer will adhere to all deadlines conveyed by Consultant to ensure
budget costs remain in accordance with the expectations described prior to contract, or notify
Consultant if deadlines will not be met.
13.6 Signoff: At major project milestones, signoff is required on all project materials by
the Customer in written form. Signoff constitutes acceptance of materials for use. Verbal
confirmation does not constitute acceptance.
14. General Provisions
14.1 The construction, validity and performance of this Agreement are entered into pursuant to
the laws of the State of Florida, and shall be construed and enforced there under. In the event of
litigation for any alleged breach of this Agreement, exclusive jurisdiction and venue for such
litigation shall be in Pinellas County, Florida, the Circuit Court of the Sixth Judicial District or the
United States District Court for the Middle District of Florida, Tampa Division. In the event of any
litigation concerning this Agreement, the parties waive all rights to a jury trial.
14.2 The relationship of Consultant and Customer established by this Agreement is solely that
of independent contractors. Nothing contained herein shall be deemed to establish a partnership,
joint venture, association or employment relationship between the parties.
14.3 In the event that either party is required to commence any action to enforce the terms of
this agreement, the prevailing party shall be entitled to reasonable attorney's fees.
14.4 Neither party shall be liable in damages or have the right to terminate this Agreement for
any delay or default in performing hereunder if such delay or default is caused by conditions
beyond its reasonable control including, but not limited to Acts of God, Government restrictions
(including the denial or cancellation of any export or other necessary license), wars, insurrections
and/or any other cause beyond the reasonable control of the party whose performance is
affected, however the inability or failure to pay obligations under this Agreement shall not be
excused by the terms of this section.
14.5 This Agreement and its attachments constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any and all other agreements, either
oral or in writing, between the parties with respect to the matter stated herein.
14.6 This Agreement may be modified or amended only by a writing signed by the party
against whom enforcement is sought.
14.7 If any provision of this Agreement is held invalid or unenforceable for any reason, such
determination will not affect the remaining portions of this Agreement, and the affected provisions
shall be interpreted and enforced to the full extent possible to carry out the intent of such
provision.
14.8 Failure to enforce this Agreement shall not be a waiver of any provision of this
Agreement, and a waiver of breach shall not be a waiver of any other or subsequent breach.
14.9 Consultant and Customer shall comply with all applicable laws and regulations.
15.0 The headings in this Agreement are for ease of reference only and in no way define, limit,
construe or describe the scope or extent of such section.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives.
CITY OF CLEARWATER, FLORIDA
5
Approved as to form:
Laura Mahony
Assistant City Attorney
By:
Denise Sanders:n
Economic Development and Housing
Director
Attest:
Rosemarie Call
City Clerk
6
ATTACHMENT A
STATEMENT OF WORK
(Check one) _x_ Original; Supplemental Number.
Note: Both parties' signatures must appear for Supplemental Statements of Work.
Consultant
Name: Ben Daniele
Title: Owner/Producer
Signature:
Custome
Name: Lin-
. ��Title:0-617-'" • V T Andeikk
Signature: k.460V 6.
Date: September 18, 2018 Date: I
1 1 qiN
Project Goals:
The City of Clearwater Economic Development and Housing Department requires professional level
Video Production Services to produce two videos for use on website and in digital marketing campaigns.
Project Objectives:
• Establish Clearwater as a place to start or grow a business
• Position Clearwater as a city that is more than just a beach- it is a place you can have it all- live,
work and play lifestyle
• Drive traffic to myclearwater.com/economicdevelopment
Deliverables:
• Creation of two videos, each approximately 60 seconds in length, that can be used on website
and in various social media campaigns
• Video one to be focused on the Visitor/CEO
• Video two to be focused on Site Selectors, Brokers and Developers
• Create four, 10-15 second teaser clips to be promoted on social media using existing footage
• City owns right to footage
• Project Kick-off meeting with approach recommendations
Assumptions:
• Project kick off meeting to occur prior to video production
• Assumes all travel expenses will be billed at cost separately from the project budget as stated in
contract in Section 4 Compensation, subsections 4.2 and 4.3
ATTACHMENT B
7
COMPENSATION
Project/Service
Costs
Project pricing for creation of two 60 second 1
videos and four 10-15 second teaser clips
$4,399
Milestone 1: Pre -Production Planning Work 1
$2,199.50
Milestone 2: First day of Production
$1,099.75
Milestone 3: Delivery of final video cuts and sign-
off
$1,099.75.
Total
$4,399
Payment Policy
Any changes from the agreed -to scope will result in a change order.
• A payment of $4,399 as defined more specifically by Project Milestone Completion outlined in
Section 13.3*
• Travel expenses billed at cost, separate from project cost with not to exceed amount of $109 as
defined in Section 4.3.*
• Terms are Net 30
The Customer reserves the right to pay by credit card. Checks can be made payable to:
Scatter Brothers Productions, LLC
433 Central Ave #203
St. Petersburg, FL 33701
Consultant Customer
Name: Ben Daniele Name: • C9�"�e�a�
Title: Owner/Producer Title: ._, y — •
9 Signature:CD
L
Signature: 21111111Affma,a,
1 MP
Date: Sept 18, 201 Date:
8
ATTACHMENT C
1. Commercial General Liability Insurance including but not limited to, premises operations,
products/completed operations, products liability, contractual liability, independent Vendors,
personal injury and advertising injury, in the minimum amount of $1,000,000 per occurrence
and $2,000,000 general aggregate, and $2,000,000 products/completed operation aggregate.
2. Statutory Workers' Compensation Insurance in accordance with the laws of the State of
Florida, and Employer's Liability Insurance in the minimum amount of $100,000 each
employee each accident, $100,000 each employee by disease and $500,000 aggregate by
disease with benefits afforded under the laws of the State of Florida. Coverage should
include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to employees, Contractors, and
Subcontractors, if any.
3. Professional Liability/ Errors or Omissions Insurance coverage appropriate for the type
of business engaged in by the Vendor with minimum limits of $1,000,000 per occurrence. If a
claims -made form of coverage is provided, the retroactive date of coverage shall be no later
than the inception date of claims made coverage, unless prior policy was extended
indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by
a supplemental extended reporting period (ERP) of as great a duration as available, and with
no less coverage and with reinstated aggregate limits, or by requiring that any new policy
provide a retroactive date no later than the inception date of claims made coverage.
4. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
5. The above insurance limits may be achieved by a combination of primary and umbrella/
excess liability policies. All coverage required hereunder must be applicable to contractors
and subcontractors of the Consultant, if any.
Other Insurance Provisions:
1. The City must be specifically included as an "Additional insured" on the Commercial General
Liability Insurance listed above.
2. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s), the Vendor will furnish the City with a Certificate of
Insurance evidencing the coverage's set forth above and naming the City as an "Additional
Insured" on the Vendor's Commercial General Liability Insurance listed above. In addition,
when requested in writing from the City, Vendor will provide the City with certified copies of all
applicable policies. The addresses where such certificates and certified policies shall be sent
or delivered is as follows:
City of Clearwater
Attn: Economic Development & Housing
9
P.O. Box 4748
Clearwater, FL 33758-4748
3. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
4. Vendor's insurance as outlined above shall be primary and non-contributory coverage for
Vendor's negligence.
5. Vendor shall defend. indemnify. save and hold the City harmless from any and all claims.
suits, judgments and liability for death, personal injury, bodily injury, or property damage
arising directly or indirectly including legal fees. court costs. or other legal expenses.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to the Citv and/or State of Florida, and failure to request evidence of this insurance shall
not be construed as a waiver of Vendor's obligation to provide the insurance coverage specified.
10