HomeMy Public PortalAbout2006 Agreement for Professional Services.tifVILLAGE OF KEY BISCAYNE
AGREEMENT
FOR
PROFESSIONAL SERVICES
(Infomercial Script Writing)
THIS AGREEMENT, made and entered into as of the 8th day of d ovember,
2006, by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and
SABIA COMMUNICATIONS, INC , a Florida corporation, (the
"CGNSULTAA r")
RECITALS
Me VILLAGE wants to engage the CONSULTANT to perform certain
professional services for the VILLAGE consisting of
services required by the VILLAGE for an infomercial concerning the Building,
Zoning and Planning department as specifically described below (the "Specified
Services") fhe CONSUL TANT wants to provide such Specified Services
In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows
1 SCOPE OF SERVICES
A The CONSUL TANT agrees to provide the Specified Services upon
written request from the Village Manager CONSULTANT shall provide the
Specified Services as an independent contractor for the VILLAGE
B The Specified Services to be provided by CONSULTAN I shall
include, but not be limited to, the following
Provision of the script writing and scouting services
which are described in the proposal which is attached
hereto and incorporated herein as Exhibit `A'
2 Any and all related services which are necessary to
effectuate the purposes of this Agreement, as determined
and requested by the Village Manager
2 FEES FOR SERVICES
The CONSULTANT agrees to charge the VILLAGE for the performance of
the Specified Services which are provided by CONSULTANT, in accordance with
the fee schedule which is set forth in the Proposal, at a total fee not to exceed
$4 500 00 plus reasonable and necessary costs as approved by the Village Manager
Fees and costs shall be ins diced by CONSUL PANT upon completion of all work
The total fees and costs payable during the Agreement term shall not exceed an
aggregate amount of Five Thousand ($5,000 00) Dollars
3 TERM
The duration of the term of this Agreement shall commence on November
8th, 2006 and shall terminate on completion of the work, unless further extended by
the mutual written consent of the CONSULTANT and Village Manager or earlier
terminated pursuant to Section 6
4 ASSIGNMENT
This Agreement involves skilled personal services and shall not be assignable
by the CONSULTANI
5
The CONSULTAN I warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the
CONSULTANT, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm, other than a
bona fide employee w orking solely for the CONSULTANT any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the
award or making of this Agreement
6 TERMINATION
This Agreement may be terminated by the VILLAGE upon ten (10) days
written notice with or without cause and by the CONSULTANT upon fifteen (15)
days written notice with or without cause If this Agreement is terminated, the
CONSULTANT shall be paid in accordance with the provisions of Paragraph 2
above, for all acceptable work performed up to the date of termination
7 NONEXCLUSIVE AGREEMENT
Me services to be provided by the CONSULTANT pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude the VILI AGE
from engaging other firms to perform the same or similar services for the benefit of
the VILLAGF within the VILLAGE'S sole and absolute discretion
8 RECORDS
All original scripts or other documents and materials (the "Materials") that
result from the CONSULTANT providing Specified Services shall be the property
of the VILLAGE Upon termination of this Agreement or upon request of the
VILE AGE during the term of this Agreement, any and all such Materials shall be
delivered to the VILLAGE by the CONSULTANT I he VII ILAGE shall forever
own and possess and shall have the exclusive right to utilize any of the Materials
which are created or produced by CONSULTANT during the course of the
provision of the Specified Services, for the VILLAGE's purposes as determined by
the Village Manager
9 ENTIRE AGREEMENT
I he parties hereby agree that this is the entire agreement between the parties
This Agreement cannot be amended or modified without the express written consent
of the parties The Village Manager shall act for Village hereunder
10 WARRANTIES OF CONSULTANT
I he CONSULTANT hereby warrants and represents that at all times during
the term of this Agreement it shall maintain in good standing all required licenses,
certifications and permits required under Federal, State and local laws necessary to
perform the Specified Services
11 NOTICES
All notices and communications to the VILLAGE or CONSULTANT shall be
in writing and shall be deemed to have been properly given if transmitted by
registered or certified mail or hand delivery All notices and communications shall
be effective upon receipt Notices shall be addressed as follows
Village
With a copy to
Jacqueline Menendez
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
Stephen J Hellman, Esq and
David M Wolprn, Esq
Village Attorneys
Weiss Serota Helfmann Pastoriza
Cole & Boniske, P A
2665 South Bayshore Drive Suite 420
Miami Florida 33133
Consultant Sabia Communications, Inc
12 INDEMNIFICATION
CONSUL I ANT shall indemnify and hold harmless the VILL A,GE, its
officers and employees, from liabilities, damages, losses and costs, including, but
not limited to, reasonable attorneys' fees, to the extent caused by the negligent
acts, errors or omissions or willful misconduct of the CONSULTANT and persons
employed or utilized by the CONSULTANT in the performance of the Agreement,
except that neither the CONSUL :CANT nor persons employed or utilized by the
CONSULTANT will be liable under this paragraph for liabilities, damages, losses,
or costs to the extent that they result from negligent acts, errors, or omissions by
the VILLAGE or any of VILLAGE's officers, agents, contractors or employees
during the performance of this Agreement
13 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of
I lorida The parties hereby waive any right to trial by jury concerning any litigation
hereunder
IN WITNESS WHEREOF, the parties hereto have accepted, made and
executed this Agreement upon the terms and conditions above stated on the day and
year first above written
CONSULTANT
VII.,' AGE
SABIA COMMUNICATIONS, INC VILLAGE OF KEY BISCAYNE
E
By
fi
Name .
88 West McIntyre Street
Key Biscayne, FL 33149 40V K
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Eiendad Lly National Notary Assn:
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Village Clerk
Approved as to Form and Legal
Sufficiency
F P 03 001/Agreemei ts/Profe.,9aonal Script Wntfng Servrces w to Saba Commurcations Inc I € 6 06
communications
EXHIBIT "A"
PROPOSAL FOR SCRIPTWRITING/SCOL I IN G
Proposal Prepared For
Jud Kurlancheek, AICP Director
Village of Key Biscayne Building Zoning and Planning Department
Proposal Date October 16, 2006
Scope of the Project Based on preliminary guidance, project is to include the script writing and
scouting tasks for production of a short 1 30 minute mnfomerctal video for the Village of Key
Biscayne Building, Zoning and Planning Department
Sabra Communications is well -suited to take on the tasks described herein
Sabia Communications can produce the project in the following capacity
o Scrtptwrtttng and editing (based on guidance given by client)
a Location scouting
SCRIPTWRITING, EDITING & SCOUTING SERVICES $4,500 00
Sabia Communications will coordinate with client to draft mnfomerctal script as well as
coordinate location scouting and taping schedule (fee includes all client brainstorming meetings
and calls)
Sabia Communications understands that the Village may use its existing Village videographer for
the production of the informational or may by subsequent Agreement determine to utilize the
service of Sabra for production and related services
0 FAL PROPOSED FEES $4,500 00
TERMS
Payment Schedule
o 1/2 due upon approval and sign -off of project
o 1/2 due upon project completion
o Additional contracted services will be billed separately (with written approval of client)
All payments should be made to Sabia Communications, Inc and mailed to 1825 Pone de Leon
Boulevard 4405, Coral Gables, Florida, 33134 (Federal ID 4 65-1476084 )
Additional Fees
The following will be billed (at an hourly services rate) in addition to the estimated project
price, if there are
o Any authorized out-of-pocket expenses (gavel, long distance calls, mail, couriers,
parking etc )
o Rush fees (Any unplanned deliverable that requires Sabia to make quick schedule
adjustments—approx less than one week) Sabia would advise client when a request
qualifies as a rush request
Approval and Work Authorization
(Proposal - Key Biscayne -Script)
As an authorized agent of The Village of Key Biscayne I hereby agree to the terms and
conditions described in this document and authorize Sabia Communications to commence work
on said project, subject to the terms and conditions of the Village m Sabia Communications
.A e ent thzs roposal is attached as Exhibit " A "
i t cA'r
.Authorized Slgnatur
Name and I itle
Date
(Upon acceptance, please fax signed proposal to 305µ648-0866 )
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