HomeMy WebLinkAboutWilliams Design LLC dba Lewis Williams Agency; 2015-09-03;AGREEMENT FOR CINEMA SERIES SPEAKER SERVICES
WILLIAMS DESIGN & CONSULTANTS LLC dba LEWIS WILLIAMS AGENCY
THIS AGREEMENT is made and entered into as of the 3*'^^^ day of
SfV^-^^n^yCt^ . 2015, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Williams Design & Consultants LLC dba Lewis Williams Agency, a
California limited liability corporation, ("Contractor").
RECITALS
City requires the professional sen/ices of a talent agency that is experienced in procuring
speaker sen/ices related to films and literature. Contractor has the necessary experience in
providing these professional sen/ices, has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in considerafion 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 compensafion 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 woric 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 of this section, and that this
secfion will sun/ive the expirafion or early tenninafion ofthis Agreement.
City Attomey Approved Version 1/30/13
6. INSURANCE - Reserved
7. CONFLICT OF INTEREST
Contractor shall file a Conflict 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 ofthis Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written nofice
to the other party. City will pay Contractor's costs for sen/ices 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 Secfions 3.32.025, et seg. 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 sfipulates 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 esfimated changes in charges or time
schedule.
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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
\—/ N (sign here)
(Lewis Williams, Owner)
By:
(sign here)
(print name/titie)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
rlQiay City Managor or Mayor or Director
Heather Pizzuto
ATTEST:
BARBARA ENGLESON
City Cleric
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. B
feistant City Attorney
City Attomey Approved Version 1/30/13
EXHIBIT "A"
SCOPE OF SERVICES
Contact Information
Lewis Williams
Williams Design & Consultants LLC dba 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 quesfion-and-answer sessions with audience.
Venue Site
Carlsbad City Library's Ruby G. Schulman Auditorium, 1775 Dove Lane, Carlsbad, CA 92011.
Performance Dates and Fees
Contractor shall be entitled 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, September 26, 2015 - Meet the Director Cinema Series:
Speaker, Rick Ray Williams, Contractor Fee $1,100
Start-fime: 1:30 p.m. End-time: 4:30 p.m. Expected arrival fime: 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, January 23, 2016 - Meet the Director Cinema Series:
Speaker, Dennis Burkhart, Contractor Fee $1,100
Start-fime: 1:30 p.m. End-time: 4:30 p.m. Expected arrival fime: 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
• Up to two other events during the inifial 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
City Attomey Approved Version 1/30/13
fee for the unperformed event. For a partially completed event (i.e. a performance by the
speaker that is less than 100% of the scheduled booking) the City may, in City's sole discretion,
reduced the Contractor fee on a pro-rata basis by the value ofthe performance(s) not
performed.
Event Cancellation
The City resen/es the right to cancel an event for any reason at any fime 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% ofthe
City's out-of-pocket expenses to help defray the production, promotion and labor costs that are
incurred up to the date ofthe 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 promofional materials to City for advertising Performances.
Speakers and/or Contractor represents and warrants that City may use all promofional 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 of any third party
intellectual property rights. Speakers agrees to be available for personal inten/iews. City
reserves the right to photograph Performances forthe purpose of publicizing, advertising, or
promofing 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 for the
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 or the 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 for the 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 ofthe Performance,
Speaker shall be solely responsible for notifying the Radio or Television stafion(s) ofthis desire.
If unauthorized taping or broadcasting of Performance described herein occurs as previously
described. City shall not be deemed in breach ofthis contract.
Citv AudioA/ideo Recording - Reserved
City Attomey 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 Perfonnance. 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 discrefion, may
immediately terminate the Performance. In the event City terminates the Performance of
Performer because of violafion ofthis 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 ofthis agreement.
Production Rights
Speakers agree that the right to produce the event(s) which are the subject matter ofthis
Agreement belongs solely to the City and Speakers have no right to independently 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
under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other
applicable law.
City Attomey Approved Version 1/30/13
Donna Heraty
From:
Sent:
To:
Cc:
Subject:
Dear Consultant:
Donna Heraty
Friday, September 04, 2015 10:14 AM
'Lewis@ LewisWilliamsAgency.com'
Shelley Collins; Steven Didier; Keith Gemmell
Form 700 -Conflict of Interest
Regarding your agreement with the City of Carlsbad for Cinema Series Speaker Services-
If your agreement states: 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 interest in all four
categories.
It has been determined by tlhe City Clerk's Office that you are not required to file a Conflict of Interest Statement for this
agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision.
Should you have any questions, please do not hesitate to contact me.
Kindest regards,
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