HomeMy WebLinkAboutLetters Aloud LLC; 2020-10-06;City Attorney Approved Version 6/12/18
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AGREEMENT FOR CONTENT LICENSE
LETTERS ALOUD, LLC
THIS AGREEMENT is made and entered into as of the ______________ day of
___________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"),
and Letters Aloud, a Washington state limited liability company, ("Contractor”).
RECITALS
City requires the professional services of performing arts content provider that is
experienced in providing live or streaming performance activities and services. Contractor has the
necessary experience in providing these professional services, 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 Exhibit “A”, attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of 12 (twelve) months from the date first above
written.
3. COMPENSATION
The total fee payable for the Services to be performed will be all inclusive Flat Fee in the amount
of one thousand three hundred thirty-four dollars ($1,334). A list of all fees covered under the Flat
Fee are listed in Exhibit “A”. City will pay Performer deposit of six hundred fifty dollars ($650) upon
a fully executed contract. The six hundred eighty-four dollars ($684) balance will be paid to
Performer upon completion of services, as outlined in Event Details in Exhibit “A”. The fee(s) due
to the Contractor, may, at City’s sole discretion, be reduced on a pro-rata basis by the value of
the services(s) not performed.
No other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or the Services specified in Exhibit “A.”
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, 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.
DocuSign Envelope ID: 9908F9D0-C8DF-44CB-834D-A33B17FB1198Debbie Jo McCool Megan Gilby Richard Schultz Suzanne Smithson Ed Garbo
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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.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
7. 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.
For City For Contractor
Name Richard Schultz Name Jamie Herlich
Title Cultural Arts Manager Title Producer / Agent
Department Library & Cultural Arts Address 716 N 117th Street,
City of Carlsbad Seattle WA 98133
Address 1775 Dove Lane Phone No. 206-910-0261
Carlsbad, CA 92011 Email jamie@lettersaloud.com
Phone No. 760-602-2086
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.
8. 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 in all categories.
Yes No
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9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
10. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
11. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this
Agreement.
12. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
13. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City.
14. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
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15.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.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) SUZANNE SMITHSON
Library & Cultural Arts Director,
As authorized by the City Manager
Jamie Herlich, Producer / Agent
(print name/title)
ATTEST:
By:
(sign here) For BARBARA ENGLESON
Paul Stetler, Owner / Creator 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 CELIA A. BREWER, City Attorney
By:
Assistant City Attorney
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Audra Mahoney Audra Mahoney
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EXHIBIT “A”
SCOPE OF AGREEMENT
Contractor is partnering with the City on a livestream theater production to bring “All Our Best”,
a view at the perseverance in times of struggle shared through letters. As stated by the
Contractor the production will “feature real letters from real people throughout history writing
about their experiences in times of pandemics, civil rights activism and finding hope and
meaning, and humor when times are particularly tough.” The production will include real letters,
real people, and read aloud. The City will provide the media to deliver the livestream production
to the Carlsbad community. The event is live and the City will record any portion of the event as
requested by the Contractor.
1. Contact Information:
Contractor’s Name: Jamie Herlich
Address: 716 N 117th Street, Seattle WA 98133
Email: jamie@lettersaloud.com
Phone Number: 206-910-0261
City:
Contact:
Megan Gilby, Coordinator Cultural Arts Richard Schultz, Manager Cultural Arts
Address: Address:
1775 Dove Lane, Carlsbad, CA 92011 1775 Dove Lane, Carlsbad, CA 92011
Email: Megan.Gilby@carlsbadca.gov Richard.Schultz@carlsbadca.gov
Phone Number: 760-602-2081 760-602-2086
2. Event Details:
Name of Event: “All Our Best”
Date(s): Thursday, October 8, 2020
Times: 7:00 p.m.
3. Services:
a. Contractor shall provide:
Event Details:
• Description of Event(s): live streamed performance of a theater production
• Number of sets: one (1) set
• Length of each set: 60 minutes, no intermission
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• Additional: 15-minute for audience Q&A after performance
• Capacity: no capacity restrictions for live streaming events
Free Event: Event included in this agreement will be presented with no cost to
participants or attendees.
Performance Content: The Contractor represents and warrants that its Performance in
all aspects (including any sheet music, lyrics or script as may be desired or required by
City) will not violate any copyright, and that all necessary approvals to perform
copyrighted works have been obtained. Contractor agrees to indemnify, defend and
save harmless the City against any copyright claim, demand, liability or expense caused
by or arising out of its Performance. Contractor shall be solely responsible for the
content of the Performance.
Subject Matter: Contractor agrees to 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 Contractor because of
violation of this paragraph, City shall not be liable to Contractor for the balance owed
under this Agreement and all monies paid to Contractor shall be full and complete
payment of Contractor’s services. In the event of this occurrence, City shall not be
deemed to be in breach of this agreement.
b. City will provide:
Program Delivery Platform: Live event streamed over City’s Zoom account.
Registration will be required and coordinated by City staff.
• Virtual Program Coordination Contact:
Megan Gilby, Community Arts Coordinator
megan.gilby@carlsbadca.gov
760-602-2081
Staffing: Staff liaison for all scheduled events, inclusive of event coordination,
communication with public, live introduction of events and field technical and program
questions from participants.
Advertising and Publicity: The City shall pay all costs for local publicity and
performance promotion. Contractor shall furnish the City with online access to the
marketing no less than thirty (30) days prior to the residency, including graphics, media
releases, photo and content.
4. Event Terms:
a. Audio/Video Recording: No performance of the engagement shall be recorded,
reproduced or transmitted from the place of performance, in any manner, or by any
means whatsoever, in the absence of a specific written agreement with Contractor
relating to and permitting such recording, reproducing or transmission.
i. Performance will be recorded and may be shared by City within 24 hours of
performance and through Oct. 23, 2020 at which point it must be deleted or
alternate written agreement must be reached with Contractor.
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b. Cancellations due to internet connectivity, COVID-19 or other reasons: If the
Performance is canceled by City due to lack of internet connectivity, new or modified
restrictions in the state or county health order, acts of God, acts or any other reason,
while Contractor is prepared to but has not yet performed, City will pay Contractor
Contractor’s non-refundable performer out-of-pocket expenses up to time of
cancellation. In the event of cancellation while Contractor is prepared for virtual event
and has already set up or is in the process of setting up Contractor’s equipment, City
and Contractor will discuss whether the Performance should be cancelled. If the
Performance is cancelled, Contractor shall be entitled to full payment.
c. Contractor agrees to refrain from offering for sale or distributing 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. City reserves the right to pre-approve
items offered for sale by Contractor, both before and during the performance.
5. Contractor Fees Covered:
All-inclusive fee to cover Contractor’s event(s) in the amount of one thousand three hundred
thirty-four dollars ($1,334). The flat fee covers the performance fee of one thousand three
hundred dollars ($1,300) and thirty-four dollars ($34) for reimbursement of Carlsbad City
business license.
6. Invoicing/Payment:
All invoices submitted to City shall be sufficiently detailed to include related activities
for review and approval by both City’s Cultural Arts Manager Richard Schultz or
Community Arts Coordinator Megan Gilby. Final invoice approval will be completed
by City’s Library & Cultural Arts Director or designee.
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