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1731* Crawford Entertainment AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND CRAWFORD ENTERTAINMENT THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this 2a day of N 20 by and between THE CITY OF SANFORD, FLORIDA, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, and The Crawford Group, Inc., DBA Crawford Entertainment, a Producer of Television Productions, (hereinafter referred to as "(PRODUCER)") whose address is 3256 Lake Mary Blvd., Lake Ma Florida 32746 The City and (PRODUCER) may be collectively referenced herein as the "parties". WITNESSETH: WHEREAS, the CITY desires to retain the PRODUCER for the work identified in "EXHIBITN'; and WHEREAS, the PRODUCER hereby warrants and represents to the CITY that it is competent and otherwise able to provide and high quality services to the CITY, and WHEREAS, this agreement is subject to the provisions and shall be governed in all respects by the Laws of the State of Florida, NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Recitals. The above recitals are true and form a material part of this Agreement upon which the parties have relied. Section 2. Authority. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The person(s) executing this Agreement for the PRODUCER certify that he/she/they is/ are authorized to bind the PRODUCER fully to the terms of this Agreement. Section 3. Scope of Agreement. This Agreement is for the goods and services as set forth in Exhibit "A" and as otherwise directed by the CITY to include all labor and materials that may be required. The parties hereto agree as follows: Section 4. Effective Date and Term of Agreement. This Agreement shall take effect on the date that this Agreement is fully executed by the Parties hereto. (This Agreement shall remain in effect [for ## months, or; until DATE, or until [completion of project as determined by the City, or otherwise as applies to specific terms of agreement). Section 5. Compensation. The parties agree to compensation as set forth in Exhibit"B". 11 P a g e Section 6. Standard Contractual Terms and Conditions. Unless specifically excluded in this document, all "Standard Contractual Terms and Conditions", as provided on the City's website, apply to this Agreement. Such Terms and Conditions may be found at the City website (www.Sanford F L.goy/index.aspx?ggg2a883) . Section 7. PRODUCER's Mandatory Compliance with Chapter 119 and Public Records Requests. In order to comply with Section 119.0701, Florida Statutes, public records laws, the PRODUCER must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the PRODUCER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. If a PRODUCER does not comply with a public records request, the CITY shall enforce the contract provisions in accordance with the contract. Failure by the PRODUCER to grant such public access and comply with public records request(s) shall be grounds for immediate unilateral cancellation of this Agreement by the CITY. The PRODUCER shall promptly provide the CITY with a copy of any request to inspect or copy public records in possession of the PRODUCER and shall promptly provide the CITY a copy of the PRODUCER's response to each such request. Section 8. Time is of the Essence. Time is hereby declared of the essence as to the lawful performance of all duties and obligations set forth in this Amendment Section 9. Entire Agreement/Modification. This Agreement, together with the exhibit(s), constitutes the entire integrated Agreement between the CITY and the PRODUCER and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any 21 Pi li-i, c and all prior agreements, understandings, representations, correspondence and statements whether written or oral. This Agreement may only be amended, supplemented or modified by a formal written amendment. Section 10. Severability. If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. Section 11. Waiver. The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 12. Captions. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement Section 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors in interest, transferees and assigns of the parties. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Agreement and bind the respective parties herein. Section 15. Remedies. The rights and remedies of the parties, provided for under this Agreement, are in addition to any other rights and remedies provided by law. Section 16. Governing law, Venue and Interpretation. This Agreement is to be governed by the laws of the State of Florida. Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. This Agreement is the result of bona fide arms length negotiations between the City and (PRODUCER), and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. [Remainder of page intentionally left blank] - _- --- - 3 1 P a g e 41Page IN WITNESS WHEREOF, the City of Sanford and Crawford Entertainment have executed this instrument for the purpose herein expressed. Attest: THE CITY OF SANS D By: Norton Bonapkte Cynthia orter, City Clerk City Manager Dated: 2 0- �' . /,�• Date Signed; Crawf rd E e t Two Witnesses: . t. ' Print Name: B � By: Title: QU.G. yt dZ(Cin*\ Print Name: , Nr^�V-I�� `��►tau��v,►mi� Date Signed; ('L' By o- A'/ Print Name: ° STATE OF FLORIDA COUNTY OF SEMINOLE fvThe foregoing instrument was nowle ed bef mythis4± day of ax-Q�� , 20 , by 1 � — ! as of P ODUC _ on behalf of The Cra o d Groun. Inc DBA rrrwfo d Enterta He/she is ersonally known to m r has produced e io . Signature of%�e lic Print Name. a Nota Public– f Flori :°'�°U� NoLg`yPublic State of Florida ry '� 4 Cathy LoTempio My Commission E ire i 4 My Commission FF 932849 ur«;P Expires 11/02/2019 Commission No.: _.._.__.__..___.__._.... ..__ ._._... 5 P a g e AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND CRAWFORD ENTERTAINMENT DATED: EXHIBIT I.SPONSORSHIP PACKAGES: "Destination Discovered Package" (exposure within PRODUCTION) • SPONSOR will be endorsed as a travel destination • SPONSOR logo and U RL to be placed in credits • Includes animated map showing SPONSOR's location in Florida • Includes lower third with graphic of SPONSOR's URL in ending credits • Features host Chad Crawford endorsing destination • SPONSOR will have access to episode to use for their marketing purposes • Facebook post will be made to promote episode prior to airing IL SPONSOR RESPONSIBILITIES: • Provide an in-house coordinator to work with PRODUCER on in-content ideas. • Assist in logistics and coordination of certain aspects of production, as specified by PRODUCER, and as needed. • Assist in setting up points of contact with various vendors and any state agencies for filming permission. • Provide PRODUCER with SPONSOR'S logo, design materials, tag lines, (collectively referred to as "Sponsorship Materials"). • SPONSOR is responsible for obtaining all licenses and permissions required to provide, distribute, use, display or access the Sponsorship Materials in all manners and methods contemplated by this agreement. 111. PRODUCER Responsibilities. • Communicate with SPONSOR'S in-house coordinator on production-related elements, including the delivery of SPONSOR logos and language. • Produce, write, and supply production staff and services, including, but not limited to, Executive Producer, Producer, Production Coordinator, Director, Production Assistants, cameraman, voice-over talent, graphics, music selection, audio operators, distribution, closed-captioning, production schedule, and all post-production, including editing and audio mixing. IV. SPONSOR FEE AND PAYMENT SCHEDULE The SPONSOR'S fee is $10,000.00. * Due upon first airing of the episode. Please make checks payable to "Crawford Entertainment' 61Page V. SERIES DISTRIBUTION A.Broadcast on select tv stations in Florida (June, 2017— August, 2017)*There is a potential that some markets may repeat some episodes. *Syndication may be subject to change. Additional markets and other broadcast and exposure opportunities may be added. PRODUCER is not responsible for broadcast station schedule changes or preemptions. B.Cable Distribution (October 2017- October 2018)* *Subject to change. PRODUCER is not responsible for Fox Sports Sun schedule changes or preemptions. VI. GLOSSARY OF TERMS PRODUCTION "how to Do florida: Seminole County" (working title), the PRODUCTION is defined as the episode of "how to Do florida" that is filmed in and takes place in Seminole County, Florida, will feature the City of Sanford, and will be airing between June and August of 2017 as part of Season 8 of"how to Do florida" PRODUCER PRODUCER is defined as Crawford Entertainment, the entity that will coordinate, film, edit, distribute, syndicate, and monetize all of its created original content, including above mentioned PRODUCTION SERIES- is defined as "how to Do florida," currently filming its 8th season. SPONSOR is defined as the City of Sanford, the entity paying for a portion of the cost of production and will gain the above benefits (Section 1) as part of the agreement. END OF SECTION ----------- 7 1 P a g e