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HomeMy WebLinkAboutTHE LEWIS WILLIAMS AGENCY; 2014-09-26;AGREEMENT FOR CINEMA SERIES SPEAKER SERVICES THE LEWIS WILLIAMS AGENCY THIS AGREEMENT is made and entered into as of the r^^^ day of ScS^C^rY\S^^>r . 2014, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Williams Design & Consultants LLC, a California limited liability corporation, ("Contractor"). RECITALS City requires the professional services of a talent agency that is experienced in procuring speaker services related to films and literature. 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 one year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed five thousand dollars ($5,000) per agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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. 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 ofthis section, and that this section will survive the expiration or eariy termination ofthis Agreement. City Attorney Approved Version 1/30/13 6. INSURANCE - Reserved 7. CONFLICT OF INTEREST Contractor shall file a Confiict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 8. 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 Carisbad Business License for the term of this Agreement. 9. 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, ifthe services have been delivered in accordance with the Agreement. 10. 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 Carisbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carisbad to terminate this Agreement. 11. 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. 12. 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. 13. 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. // // // // // // // City Attorney Approved Version 1/30/13 14. 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 (sign here) (print name/title) (print name/title) By: City Monagor or<>Mayor or Director Heatiier Pizzuto ATTEST: BARBARA EN City Clerk 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. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, 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: CELIA A. BREVS?©ffcit9 Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Contact Information Williams Design & Consultants LLC dba The Lewis Williams Agency 18524 Menahka Court Apple Valley, CA 92307 760-617-1448 (W) Events & Services Contractor shall provide agency services to schedule speakers for the City. Contractor's fee for agency services shall include speaker fees and any related travel or incidental expenses. Contractor warrants that they have the authority to represent and contract on behalf of identified speakers for live performances as specified below, and upon the following terms and conditions: Description of Speaker Performances Film screenings, lectures and question-and-answer sessions with audience. Venue Site Carisbad City Library's Ruby G. Schulman Auditorium, 1775 Dove Lane, Carisbad, CA 92011. Performance Dates and Fees Contractor shall be entitied to a flat fee per speaker as specified below, which includes the Contractor's fee, speaker fees and any related travel or incidental expenses. The parties anticipate that two additional performance dates, and flat fee per speaker, will be added to the schedule by written amendment to this Agreement. City will make all checks payable and addressed to Contractor contact as noted above. • Saturday, November 15, 2014 - Meet the Director Cinema Series: Speaker, Robin D. Williams, Contractor Fee $1,100 Start-time: 1:30 p.m. End-time: 4:30 p.m. Expected arrival time: 1:00 p.m. Access to venue/stage: 12:30 p.m. No. of sets/workshops: One Length of each sets/workshop: 30 minute pre-show discussion, 100 minute film screening, 15 minute post show Q&A Number/length of Breaks: None • Saturday, March 28, 2015 - Meet the Director Cinema Series: Speaker, Karin Muller, Contractor Fee $1,100 Start-time: 1:30 p.m. End-time: 4:30 p.m. Expected arrival time: 1:00 p.m. Access to venue/stage: 12:30 p.m. No. of sets/workshops: One Length of each setsAworkshop: 30 minute pre-show discussion, 75 minute film screening, 15 minute post show Q&A Number/length of Breaks: None Up to two other events during the initial agreement year. Parties shall prepare a written amendment to this Agreement once the date and speaker is confirmed. If any unperformed portion of an event or event series is cancelled due to a speaker's inability to perform, the unperformed portion ofthe event or event series may be, if feasible, rescheduled to a new date(s) that is/are mutually agreeable to City and Contractor. If a replacement performance cannot be rescheduled, the City shall not be charged a Contractor fee or any other fee for the unperformed event. For a partially completed event (i.e. a performance by the City Attorney Approved Version 1/30/13 speaker that is less than 100% ofthe scheduled booking) the City may, in City's sole discretion, reduced the Contractor fee on a pro-rata basis by the value of the performance(s) not performed. Event Cancellation The City reserves the right to cancel an event for any reason at any time prior to 30 days preceding the event, voiding this event and excusing the City from any payment or other compensation regarding a particular event. If an event is canceled by the Contractor less than 30 days prior to the scheduled event, the Contractor will reimburse the City up to 50% of the City's out-of-pocket expenses to help defray the production, promotion and labor costs that are incurred up to the date of the cancellation. Concession Sales Speakers shall have the right to offer limited items for sale at an event (e.g. books, CDs, DVDs, and audio/video tapes) at a rate of 0% commission (City's fee based on gross revenue from sales). City reserves the right to pre-approve items offered for sale by Speakers. Publicity Contractor may provide publicity and promotional materials to City for advertising Performances. Speakers and/or Contractor represents and warrants that City may use all promotional materials received by Speakers or Contractor to promote Performances in all advertising media, including without limitation, print, TV, radio, Internet, etc., without being in violation ofany third party intellectual property rights. Speakers agrees to be available for personal interviews. City reserves the right to photograph Performances for the purpose of publicizing, advertising, or promoting the City of Carisbad and/or programs (collectively "Usage"). Speakers waive the right to any fees, royalties, or control, now or in the future, and Speakers grant full permission forthe use of Speakers' image, including without limitations, name, likeness, and biography related City's Usage. Speakers relinquish any right that Speakers 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 orthe use to which it may be applied, including in all media now in existence or may come into existence in the future. Radio and Television Coverage Speakers agree to permit reasonable Radio or Television news coverage of Performances. City will try to let Speakers know whether Radio or Television news coverage is planned or will be occurring during a Performance. City is not responsible for securing prior consent of Speakers for said Radio or Television coverage. City is not responsible for obtaining copies of any footage that is broadcasted on any Radio or Television station forthe benefit of Speakers. City will assist Speakers in trying to identify which Radio or Television station is on scene. In the event that any Speaker does not desire to have any Radio or Television coverage of the Performance, Speaker shall be solely responsible for notifying the Radio or Television station(s) of this desire. If unauthorized taping or broadcasting of Performance described herein occurs as previously described. City shall not be deemed in breach ofthis contract. Citv Audio/Video Recording - Reserved City Attorney Approved Version 1/30/13 Performance Content Each Speaker 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. Speakers 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. Speakers shall be solely responsible for the content of the Performance. Subiect Matter Speakers agree 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 othenwise 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 Speakers for the balance owed under this Agreement and all monies paid to Speakers shall be full and complete payment of Speakers' services. In the event ofthis occurrence. City shall not be deemed to be in breach of this agreement. Production Rights Speakers agree that the right to produce the event(s) which are the subject matter of this Agreement belongs solely to the City and Speakers have no right to independentiy produce or sell rights of any kind to this event. Further, Speakers agree that Speakers 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 underthe United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.) and any other applicable law. City Attorney Approved Version 1/30/13