HomeMy WebLinkAboutMichael Raye dba Soulraye Music; 2020-10-06;City Attorney Approved Version 6/12/18
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AGREEMENT FOR ACCOMPANIST/PIANIST PERFORMING ARTS SERVICES
MICHAEL RAYE DBA SOULRAYE MUSIC
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 MICHAEL RAYE DBA SOULRAY MUSIC, accompanist/independent
artist, ("Contractor”).
RECITALS
City requires the professional services of an accompanist/pianist that is experienced in
reading music and is comfortable playing assigned music for a live production with rehearsals and
live performances. 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 one thousand eight hundred sixty-eight
dollars ($1,868). 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 attorney 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.
The parties expressly agree that any payment, attorney fees, 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.
DocuSign Envelope ID: 2E2A9FE2-FB3B-44E7-B591-18445706F8D5Debbie Jo McCool Laurette Garner Richard Schultz Suzanne Smithson Ed Garbo
October
6th
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6. INSURANCE
If required by City, Performer will be required to show proof of general liability insurance to the City
before commencement of any performance required pursuant to this Agreement, in a minimum
amount of one million dollars, to be kept in full force and effect during the term of this Agreement. City
shall be named as an additional insured by endorsement. Performer is encouraged to maintain any
additional insurance(s) policies that Performer, in its own discretion, feels it should maintain in force
and effect throughout the term of this Agreement.
If required, Workers Compensation Insurance shall be provided as required by the State of California.
Performer must also show evidence of Workers' Compensation coverage in accordance with the laws
of the State of California. The Worker's Compensation policy must contain a waiver of subrogation of
rights against the City of Carlsbad.
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 Michael Raye
Title Cultural Arts Manager Title Musician/Owner
Department Library & Cultural Arts Address 1805 Avenida Sevilla
City of Carlsbad___________ Oceanside, CA 92056
Address 1775 Dove Lane Phone No. 212-316-3444
Carlsbad, CA 92011 Email soulraye@gmail.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
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.
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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)
Michael Raye, Owner/Musician
SUZANNE SMITHSON
Library & Cultural Arts Director, as
authorized by the City Manager
(print name/title)
ATTEST:
By:
(sign here) For BARBARA ENGLESON
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:
Deputy City Attorney
DocuSign Envelope ID: 2E2A9FE2-FB3B-44E7-B591-18445706F8D5
Audra Mahoney Audra Mahoney
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EXHIBIT “A”
SCOPE OF SERVICES
1. Contact Information
Contractor: Michael Raye
Email: soulraye@gmail.com
Phone #: 212-316-3444
City:
Cultural Arts Manager Richard Schultz, 760-602-2086, Richard.Schultz@carlsbadca.gov
Community Arts Coordinator Laurette Garner, 760-602-2084, Laurette.Garner@carlsbadca.gov
*Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may
be the initial preferred method of contacting City staff.
2. Event Details
Contractor will be the accompanist for a Missoula Children’s Theatre (MCT) production
during the week of April 5 through April 10, 2021, consisting of one-half day (9 a.m. to 12
p.m.) on April 5, 2021 with a music preparation day on April 6, 2021 from 9 a.m. to 12 p.m.
and three full days of work April 7 through April 9 (9 a.m. to 4 p.m.) and then again for two
performances on April 10, 2021. The week will culminate in two (2) performances of
Hansel and Gretel on Saturday, April 10, 2021 at 3 p.m. and 5:30 p.m. in the Schulman
Auditorium at the Dove Library Complex, 1775 Dove Lane, Carlsbad, CA 92011.
3. Services
A. Contractor shall provide (and be available for):
• Meeting with two Directors/Actors from MCT on April 5, 2021 from 9 a.m. to 12 p.m.
and a music preparation day on April 6, 2021 from 9 a.m. to 12 p.m.
• Live piano music for MCT rehearsals starting on April 7, 2021 and ending on April
10, 2021 (9 a.m. to 4 p.m. full days on April 7 through April 9, 2021).
• Live piano music for two performance times at 3 p.m. and a 5:30 p.m. Saturday, April 10,
2021 and be ready for a 12:00 p.m. call time on the same day.
B. City shall provide:
• Lunch on each full day of work (April 5 through April 9, 2021).
• One (1) tech staff member to work one-half day (4 hours) on Thursday,
April 8, 2021 and two full days (8 hours each) on Friday and Saturday,
April 9 and 10, 2021 to help with any lighting and sound options as needed for
the final performances and any rehearsals leading up to the aforementioned
dates.
• 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 for the duration of the MCT and the final performances
on Saturday, April 10, 2021.
• 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.
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• Provide the use of a piano and or keyboard for the duration of the program.
• Venue facilities; Carlsbad City Library, Ruby G. Schulman Auditorium and the
George and Patricia Gowland Meeting Room located at 1775 Dove Lane,
Carlsbad CA 92011 for the program. The City will provide access to the venues
from 8:30 a.m. to 4:30 p.m.
4. Payment Details / Invoicing
Payment details
The total fee payable for the services to be performed will be sixty dollars ($60) an hour rate
for thirty (30) hours including preparation time, for one thousand eight hundred dollars
($1,800) plus City of Carlsbad business license expenses related to this specific performance
in the amount not to exceed sixty-eight dollars ($68) for a total not-to-exceed fee of one
thousand eight hundred sixty-eight dollars ($1,868).
City had previously worked with this Contractor in early 2020, pre-COVID-19 on an agreement
for a spring 2020 camp; however, it was not fully executed due to COVID-19 pandemic and no
City on-site events. The initial business license ($34) expires November 20, 2020; under the
conditions of the Agreement, the Contractor understands it will be necessary to renew the
business license for the summer 2021 camp services. The City will reimburse Contractor for a
business license for two (2) years.
An initial five hundred dollars ($500) deposit will be paid to the Contractor upon execution of
the contract with the remaining one thousand three hundred, sixty-eight ($1,368) paid out on
the last day of work, April 10, 2021. The fee(s) due to the Contractor may be reduced on a
pro-rata basis by the value of the services(s) not performed at the City's sole discretion.
Invoicing
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 Laurette Garner. Final invoice approval will be completed by City’s Library &
Cultural Arts Director or designee.
5. Additional Event Details
City Audio/Video Recording
City reserves the right to audio and/or video record any lecture, reading or performance;
including live streaming the event to any location(s) owned and/or controlled by the City. City
may retain the recording in its files and online and may replay the recordings for its employees
and may make excerpts available for public viewing on the City’s YouTube channel and other
social media platforms.
Production Rights
The Contractor agrees that the right to produce the event(s) which are the subject matter of this
Agreement belongs solely to the City and the Contractor has no right to independently produce
or sell rights of any kind to this event. Further, the Contractor agrees that they will not acquire
any independent, individual or joint rights with the City to the event(s) which are the subject
matter of this Agreement. The Parties agree that this event(s) is a “work for hire” business
arrangement under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any
other applicable law.
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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)
Laurette Garner: Library & Cultural Arts 8/25/2020
General Liability Michael Raye
n
n
The pianist/accompanist, Michael Raye will be playing the piano in the Schulman Auditorium, a City facility for all
contractual requirements. He will be playing the piano which is not an active arts discipline and will incur minimal risk.
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9/22/2020