HomeMy WebLinkAboutAdventures by the Book LLC; 2025-02-10; PSALCA-25003LIBPSALCA-25003LIB
Page 1 City Attorney Approved Version 5/22/2024
AGREEMENT FOR AUTHOR TALK EVENTS SERVICES
ADVENTURES BY THE BOOK, LLC
THIS AGREEMENT is made and entered into as of the _________ day of ______________, 2025,
by and between the City of Carlsbad, California, a municipal corporation ("City") and Adventures by the
Book, LLC, a California Limited Liability Company, ("Contractor", ”Representative”) (collectively, the
“Parties”) for author talk event services.
RECITALS
A.City requires the professional services of a representative who warrants that they have
the authority to represent and contract artists and performers for author talk events.
B.Contractor has the necessary experience in providing professional services and advice
related to author talks for libraries.
C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that
are defined in attached Exhibit "A" and Exhibit “B”, which is incorporated by this reference in accordance
with this Agreement’s terms and conditions.
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of one (1) year(s) from the date first above
written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year(s)or
parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs,
and appropriation of funds by the City Council. The parties will prepare a written amendment indicating
the effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
fifteen thousand dollars ($15,000). No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a
ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A" and
Exhibit “B.”
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
10th February
PSALCA-25003LIB
Page 2 City Attorney Approved Version 5/22/2024
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
Page 3 City Attorney Approved Version 5/22/2024
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
Page 4 City Attorney Approved Version 5/22/2024
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
Page 5 City Attorney Approved Version 5/22/2024
15.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Katie Nye Name Susan McBeth
Title Deputy Library Director Title Chief Executive Office & Manager
Dept Library & Cultural Arts Address 11233 Alejo Lane
CITY OF CARLSBAD San Diego, CA 92124
Address 1775 Dove Lane Phone 619-300-2532
Carlsbad, CA 92011 Email susan@adventuresbythebook.com
Phone 442-339-2094
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
16.CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
17.GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
19.DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
6
20.DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
21.TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
22.COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
23.CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
7
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
24.JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California regardless of
conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose
of enforcing a right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law
providing for a change of venue in these proceedings to any other county.
25.SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
26.THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
27.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
\\\
\\\
\\\
\\\
\\\
\\\
\\\
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
8
28.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2025.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California ADVENTURES BY THE BOOK, a California
Limited Liability Company
By: By:
(sign here) SUZANNE SMITHSON
Library & Cultural Arts Director
as authorized by the City Manager
SUSAN MCBETH, CEO & Owner
(print name/title)
ATTEST:
By: For SHERRY FREISINGER, City Clerk
(sign here) By:
Deputy City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
For CINDIE K. McMAHON, City Attorney
BY: _____________________________ Deputy City Attorney
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
5 February
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
9
EXHIBIT A
SCOPE OF SERVICES AND FEE
Representative shall provide agency services to schedule performers for the City. Representative’s fee for
agency services shall include performer fees. Representative warrants that they have the authority to
represent and contract on behalf of identified performers for live performances. Representative is
experienced in providing professional services and advice related to the performances.
Representative agrees and understands that any performance under this Agreement is considered a City
sponsored event, and neither Representative nor performer can control any aspect of the City sponsored
event. Representative agrees and understands that any performances scheduled under this Agreement
are provided free of charge to the public.
1.DEFINITIONS
“Performer” shall mean any author, musician, artist, or any other person recruited by the
Representative to fulfill services as negotiated between the City and Representative under this
Agreement.
“Performance” shall mean a reading conducted by an author, presentation, book signings, and any
other activities provided by the author as part of this Agreement.
2.CONTACT INFORMATION
Representative:
•Susan McBeth, 619-300-2532, susan@adventuresbythebook.com
City:
•Deputy Library Director, Katie Nye, 442-339-2094, katie.nye@carlsbadca.gov
•Sr. Librarian, Bill Sannwald, 442-339-2926, bill.sannwald@carlsbadca.gov
•Librarian & Event Coordinator, Ashleigh Hvinden, 442-339-2866, ashleigh.hvinden@carlsbadca.gov
3.EVENTS & SERVICES
For each event requested, the City will provide the Representative with the following information a
minimum of forty-five (45) days in writing prior to the date of performance.
Name of Event
Venue Site Name
Venue Site Address
Time Schedule
Date of Performance
Description of Performance
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
Page 10
Event detail should include time details for opening remarks, author talk, break period, and event
conclusion details. In addition, City shall provide details to the Representative as indicated.
Start time _______________ End time _______________ Arrival time _______________
Access to venue/stage ________ No. of sets/workshops _______________
Length of each set/workshop ________ Number/length of breaks _______________
City requested options: (select all that apply)
☐1. Performer to attend meet & greet to be held no more than two (2) hours before or after
scheduled author talk event. Special engagement will be sponsored by one of the library
support non-profit organizations. Performer will have the option to invite up to three (3)
personal guests to attend.
☐2. Performer to be available to sign their books during schedule event – not to exceed 1/2
hour in duration.
☐3. Representative will have first right of refusal to be on-site to sell the Performer materials
for author events arranged through this Agreement. If refused, City has the discretion to
select another vendor to provide service.
☐4. Recording of event – see Paragraph 11 for recording details
☐5. Virtual offerings – see Paragraph 12 for virtual / remote details
Any changes in dates/times can be authorized by and with notification in writing to the City’s Deputy
Library Director or designee in writing via email at least thirty (30) days in advance to the predetermined
date listed above.
4.PARKING
City will provide reasonable access to the Venue Site’s stage area for Performer’s vehicle solely for the
purpose of loading and unloading equipment and will provide legal parking for performer’s vehicle
during the performance. At City’s option and depending on available parking at Venue Site, City may
allow performer extended parking privileges when Performer is not actively performing on stage.
5.LODGING/MEALS
City is not responsible for providing lodging, meals, or any other accommodation for any Performers
booked under this Agreement.
6.SOUND
City will provide a sound amplification system that is in good working order and capable of conforming
to the size of the audience, acoustics of the Venue Site and producing quality sound reproduction.
However, in the event that Performer is providing the sound system and special electrical needs are
required, Performer shall notify City of its needs at least thirty (30) days in advance of the first
performance date. Failure to timely notify the City will result in Performer assuming all the responsibility
of providing its own electricity for the sound system. If required by state or local laws, Performer will
obtain all necessary permits and approvals associated with the provision of electricity.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
Page 11
7. STAGE LIGHTING
City will provide stage lighting that is in good working order and capable of conforming to the size of the
audience, Venue Site and the needs of the Production. However, in the event that Performer is providing
the stage lighting system and special electrical needs are required, Performer shall notify City of its
needs at least thirty (30) days in advance of the first performance date. Failure to timely notify the City
will result in Performer assuming all the responsibility of providing its own electricity for the stage
lighting system. If required by state or local laws, Performer will obtain all necessary permits and
approvals associated with the provision of electricity.
8. VENUE HOSPITALITY – City is not responsible for providing venue hospitality, including but not
limited to, snacks, drinks, or finger foods for any Performers booked under this Agreement.
9. CONCESSION SALES
Performer shall have the right to offer limited items for sale at the performance (e.g. books, CDs, DVDs,
and audio/video tapes) at a rate of 0% commission to City (City’s fee based on gross revenue from sales).
City reserves the right to pre-approve items offered for sale by Performer, both before and during the
performance.
10. PUBLICITY
Representative agrees that Performer will be available for personal interviews. Representative may
provide publicity and promotional materials to City for advertising the performance. Representative
represents and warrants that City may use all promotional materials received from Representative to
promote the performance in all advertising media, including without limitation, print, TV, radio, Internet,
etc., without being in violation of any third-party intellectual property rights. Representative will be
responsible for ensuring that Performer executes the Model Release Form (Exhibit “B”) and will furnish
an executed copy to City at least thirty (30) days before the scheduled performance date.
Further, Representative will inform Performer of the following:
• City reserves the right to photograph the performance for the purpose of publicizing, advertising,
or promoting the City of Carlsbad and/or programs across any mediums or channels, including but
not limited to, print, broadcast, outdoor, and digital (collectively “Usage”).
• Performer(s) waive the right to any fees, royalties, or control, now or in the future, and
Performer(s) grant full permission for the use of Performer(s)’ image, including without limitations,
name, likeness, and biography related to City’s Usage.
• Performer(s) relinquish any right that Performer(s) may have to examine or approve City’s Usage,
including but not limited to, any completed product or products or the advertising copy or printed
matter that may be used in conjunction therewith or the use to which it may be applied, including
in all media now in existence or that may come into existence in the future.
11. RADIO AND TELEVISION COVERAGE
Representative agrees to make Performer available for reasonable Radio or Television news coverage of
the performance. Representative is responsible for informing Performer of any planned Radio or
Television news coverage. If Representative do not desire to have any Radio or Television coverage of
the performance, Representative shall be solely responsible for notifying the Radio or Television
station(s) of this desire.
City will try, but is not required, to secure Radio or Television news coverage. City is not responsible for
obtaining copies of any footage that is broadcasted on any Radio or Television station for the benefit of
Representative. If applicable, City will assist Representative in trying to identify which Radio or Television
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
Page 12
station is on scene. If unauthorized taping or broadcasting of performance occurs, City shall not be held
liable for any reason or deemed in breach of this Agreement.
12. CITY AUDIO/VIDEO RECORDING
City reserves the right to audio and/or video record any lecture, reading or speaking engagement; including
live streaming the event to any location(s) owned and/or controlled by the City; but not any musical concert
or musical performance. City may retain the recording in its files, may replay the recordings for its
employees, and may make excerpts available for public viewing. City shall make no more than three copies
of the recordings. City shall not sell the recording. City shall provide a copy of the recording to the
Representative, upon the Representative’s request.
13. VIRTUAL AND REMOTE EVENTS
Size of Audience: If event is a virtual / remote event by a mutually agreeable platform (e.g., Zoom, etc.),
it is understood that the size of the audience is essentially unlimited. To that end, and in fairness to the
Representative, City shall limit admission to the event for a maximum of 1,000 households
(understanding that more than one viewer may share the same device within a household).
Online Duration: If your event is a virtual / remote event through a mutually agreeable platform (e.g.,
Zoom, etc.), it is to be a live-streamed date-specific performance. Representative agrees and
understands that video may remain online for public viewing for no longer than seven (7) days.
Exclusivity: City agrees to limit its marketing outreach to its City and the San Diego area, not exceeding a
surrounding area up to 90 miles from City. The City will not be partnering with other organizations in
other cities to further the event’s outreach.
14. CANCELATIONS OF PERFORMANCE
Cancelation Prior to Start of Performance. If cancelation occurs while Performer is traveling to or is already
at Venue Site, but has not yet performed, City will pay Representative for Performer’s reasonable out-of-
pocket travel expenses to the Venue Site. Cancelation may occur due to inclement weather, health-related
pandemics, new or modified restrictions in the state or county health order(s), acts of God, A/V equipment
failures, internet connectivity issues, network outages, electrical outages, or any other unforeseeable
reason.
Cancelation During Performance. If cancelation occurs while Performer is in the middle of performing at
the scheduled event, City and Performer will discuss whether the performance should be canceled. If the
performance is canceled, Representative shall be entitled to full payment. Cancelations may occur due to
inclement weather, acts of God, A/V equipment failures, internet connectivity issues, network outages,
electrical outages, or any other unforeseeable reason.
General Cancelation. The City reserves the right to cancel any performance for any reason at any time
thirty (30) days prior to the date of performance, thereby excusing the City from any payment or other
compensation obligations associated with the canceled performance. If the performance is canceled by
the Representative less than thirty (30) days prior to the scheduled performance, City will be excused
from any payment or other compensation obligations associated with the canceled performance.
Further, the Representative will make a good faith effort to propose and secure a replacement
Performer agreeable to the City.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
Page 13
15. INDEMNIFICATION - PERFORMANCE CONTENT
The Representative represents and warrants that any materials and content used by the Performer,
included but not limited to, any sheet music, lyrics or scripts, will not violate any copyright, and that all
necessary approvals to perform copyrighted works have been obtained. Representative agrees to
indemnify, defend and hold harmless the City against any copyright claim, demand, liability, damages,
losses, costs, expenses, including reasonable attorney’s fees caused by or arising out of this Agreement.
16. LOSSES
It is understood and agreed that the City shall not be responsible for any loss of or damage to the
property of the Performer, or for the acts or omissions of the audience.
17. INDEPENDENT CONTRACTOR
The Representative and any Performer(s) are independent contractors and not employees of City. No
Representative or any Performer(s) or his/her respective employees are or shall hold themselves out to
be an agent or employee of the City. The Representative and Performer have no authority to make any
commitment on behalf of the City. Representative and Performer shall be responsible to pay all
applicable state, local and federal taxes associated with this Agreement.
18. SUBJECT MATTER
Representative agrees to ensure that Performer will refrain from presenting or performing material that
is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other
obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation,
age or national origin. Should such material be presented or performed, City, in its sole discretion, may
immediately terminate the performance. In the event City terminates the performance of Performer
because of violation of this paragraph, City shall not be liable to Representative for any balance owed
under this Agreement for the performance. In the event of this occurrence, City shall not be deemed to
be in breach of this Agreement.
19. COMPLETE CONTRACT
This is a fully integrated contract. It is further understood that this Agreement contains the whole
Agreement between the Representative and City and this document supersedes any other terms,
agreements, obligations, covenants, representations, statements or conditions, oral or otherwise or any
kind whatsoever concerning this contract, not expressly set forth herein. Furthermore, it is understood
and agreed that this contract may not be changed, modified, or altered except by mutual agreement of
both Parties. All changes to the contract for this engagement must be signed by authorized signatories
of both Parties.
20. HEALTH & SAFETY
All Parties must adhere to the guidance from the state, county, and local authorities on health and safety
protocols. City staff will inform Representative of the current guidelines prior to the performance date.
Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring a face
covering, and maintaining physical distancing of six feet. The safety protocols may be modified at any time
due to changing rules, regulations, or circumstances.
\\\
\\\
\\\
\\\
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
PSALCA-25003LIB
City Attorney Approved Version 5/22/2024
Page 15
EXHIBIT “B”
Model Release Form
For valuable consideration and its receipt is hereby acknowledged, I hereby assign all rights to my
portrait, picture, videotape and sound recording (collectively “Images”) of me or in which I may be
included intact or in part, composite or distorted in character or form, without restriction, to the City of
Carlsbad, a municipal corporation, and I hereby authorize the reproduction, copyright, exhibition,
broadcast, cablecast, Internet posting, and/or distribution through any and all media now or hereafter
known of said Images without limitation for purpose of this use.
I waive the right to any fees, royalties or control, now or in the future, and I grant full permission for the
use of my Image including, without limitations, name, likeness, performance, voice and biography, for
the purpose of publicizing, advertising or promoting any City of Carlsbad matter or program. I hereby
relinquish any right that I may have to examine or approve the completed product or products or the
advertising copy or printed matter that may be used in conjunction therewith or the use to which it may
be applied.
Name (printed) (If minor, age)
Signature Date
Parent's signature (if minor) Date
Address City and State
Phone E-mail (optional)
• City reserves the right to photograph the performance for the purpose of publicizing, advertising,
or promoting the City of Carlsbad and/or programs across any mediums or channels, including but
not limited to, print, broadcast, outdoor, and digital (collectively “Usage”).
• Performer(s) waive the right to any fees, royalties, or control, now or in the future, and
Performer(s) grant full permission for the use of Performer(s)’ image, including without limitations,
name, likeness, and biography related to City’s Usage.
• Performer(s) relinquish any right that Performer(s) may have to examine or approve City’s Usage,
including but not limited to, any completed product or products or the advertising copy or printed
matter that may be used in conjunction therewith or the use to which it may be applied, including
in all media now in existence or that may come into existence in the future.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by:
(Name and Department) (Date)
Proposed modification(s) to the __________________ requirement(s) for
(Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ .
Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain]
Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
Contract Amount/Term of Contract: $ . Work will be completed over a period of .
Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
Approved by Risk Manager for this contract only:
(Signature) (Date)
Bill Sannwald, Library & Cultural Arts January 14, 2025
CGL, auto, prof. liab.Adventures by the Book
n Auto - personal policy; CGL - $1,000,000 limit; professional liability insurance not required
n NTE 15,000 one year
n
PSALCA-25003LIB
Professional services at author talk events at the Schulman Auditorium, Dove Library, which will pose minimal risk.
Docusign Envelope ID: E9354601-2EF2-4597-8126-EC982E2F1D0E
2/6/2025