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HomeMy WebLinkAboutSan Diego Opera Association; 2020-02-07;CITY OF CARLSBAD PERFORMANCE AGREEMENT FOR LIVE EVENT SAN DIEGO OPERA ASSOCIATION THIS CONTRACT is made on f-dQ~:h\A20JQ by and between the City of Carlsbad (City) and San Diego Opera Association (Repre~) who warrants that it has the authority to represent and contract on behalf of its Performers, for a live performance as specified below, and upon the following terms and conditions: 1. Event Name of event: Front Row Fridays Presents: Opera Exposed! hereinafter referred to as "performance". Description of performance: Performance consists of one 90-minute set with live music Venue site: Carlsbad City Library, Ruby G. Schulman Auditorium, 1775 Dove Lane, Carlsbad CA 92011 Representative's Phone No.: 6 I 9-294-7378 Date(s) of performance: Friday, April 10, 2020 Start-time: 7 p.m. End-time: 8:45 p.m. Expected arrival time: 5 p.m. Access to venue/stage: 5 p.m. No. of sets/workshops: One ( 1) Length of each sets/workshop: 90 minutes Number/length of Breaks: N/ A 2. Parking -Reserved 3. Lodging/Meals-Reserved 4. Performance Fee Performer shall be entitled to a Flat Performance Fee in the amount of one thousand four hundred dollars ($1,400) plus reimbursement for City business license fees in the amount not-to-exceed four dollars ($4) for a total not-to-exceed fee of one thousand four hundred four dollars ($1,404). City will pay Performer full fee at time of performance. If any unperformed portion of the event or event series is cancelled due to the Performer's inability to perform, the unperformed portion of the event or event series may be, if feasible, rescheduled to a new date(s) that is/are mutually agreeable to City and Performer. If a replacement performance cannot be rescheduled, the fee(s) due to the Performer may, at City's sole discretion, be reduced on a pro-rata basis by the value of the performance(s) not performed. City will make all checks payable and addressed to: Name of Performer/Representative: San Diego Opera Association Address: 233 A Street, Suite 500, San Diego 9210 I City Attorney Approved Version 10.27.17 5. 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. 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 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. 6. 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. 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 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. 7. Venue Hospitality -Reserved 8. 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 _Q% commission (City's fee based on gross revenue from sales). Performer 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 Performer, both before and during the performance. 9. Publicity Performer may provide publicity and promotional materials to City for advertising the Performance. Performer and/or Representative represents and warrants that City may use all promotional materials received from Performer or 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. Performer agrees to be available for personal interviews. City reserves the right to photograph the Performance for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/or programs ( 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 City's Usage. Performer(s) relinquish any right that Performer(s) 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. 2 City Attorney Approved Version 10.27.17 10. Radio and Television Coverage Performer agrees to permit reasonable Radio or Television news coverage of the Performance. City will try, but is not required, to let Performer know whether Radio or Television news coverage is planned or will be occurring during the Performance. City is not responsible for securing prior consent of Performer 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 Performer. City will assist Performer in trying to identify which Radio or Television station is on scene. In the event that Performer does not desire to have any Radio or Television coverage of the Performance, Performer shall be solely responsible for notifying the Radio or Television station(s) of this desire. If unauthorized taping or broadcasting of Performance occurs, City shall not be deemed in breach of this contract. 11. City AudioNideo 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 Performer, upon the Performer's request. 12. Weather and Other Types of Cancellations Re: Performance If Performance is canceled by City due to inclement weather, acts of God, acts or any other reason, while Performer is traveling to or is already at Venue Site, but has not yet performed, City will pay Performer Performer's out-of-pocket travel expenses to the Venue Site. In the event that a storm should develop while Performer is at the Venue Site and has already set up or is in the process of setting up Performer's equipment, City and Performer will discuss whether the Performance should be cancelled. If the Performance is cancelled, Performer shall be entitled to full payment. 13. General Cancellation The City reserves the right to cancel this engagement for any reason at any time prior to 30 days preceding the engagement, voiding this contract and excusing the City from any payment or other compensation. If this contract is canceled by the Performer less than 30 days prior to the scheduled engagement, the Performer will reimburse the City the amount of $(NIA) to help defray the production, promotion and labor costs that are incurred up to the date of the cancellation. 14. Performance Content The Performer 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. Performer 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. Performer shall be solely responsible for the content of the Performance. 15. 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. 3 City Attorney Approved Version 10.27.17 16. Independent Contractor The Performer(s) and/or Representative are independent contractors and not employees of City. No Performer(s) or his/her employees or Representative or his/her/it employees are or shall hold themselves out as an agent or employee of the City. The Agent or Performer shall have no authority to make any commitment on behalf of the City. Performer and/or Representative shall be responsible to pay all applicable state, local and federal taxes associated with this agreement. 17. Subject Matter Performer 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 Performer because of violation of this paragraph, City shall not be liable to Performer for the balance owed under this Agreement and all monies paid to Performer shall be full and complete payment of Performer's services. In the event of this occurrence, City shall not be deemed to be in breach of this agreement. 18. Indemnification Performer and its agents, employees, successors and assigns, agrees to indemnify, hold harmless, protect and defend the City and its elected officials, agents, and employees, from all claims, reasonable attorneys' fees and court costs, out-of-pocket expenses, damages (including compensatory and punitive damages) and liabilities, arising from or relating to the Performer's presentation of the Performance or to its obligations under this Agreement. This indemnification provision shall survive the expiration or termination of this Agreement. 19. 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. 20. Production Rights The Performer agrees that the right to produce the event(s) which are the subject matter of this Agreement belongs solely to the City and Performer has no right to independently produce or sell rights of any kind to this event. Further, Performer agrees that Performer 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. 4 City Attorney Approved Version 10.27.17 21. Complete Contract This is a fully integrated contract. It is further understood that this Agreement contains the whole Agreement between Performer and Purchaser 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. 22. Governing Law This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of California. If any term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law governing this Agreement, the validity of the remaining portions of this Agreement shall not be affected thereby. Venue for purposes of enforcing any provision of this Agreement shall be San Diego County. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ 5 City Attorney Approved Version 10.27.17 23. Signing Authority The individual on his/her own behalf or the representative for each party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist. CONTRACTOR By: CITY OF CARLSBAD, a municipal corporation of the State of California By:A\} I IIEwWW!tuR: ,~ -~ Library & Cultural Arts Director D~ bs-Lo~\ 0)v0,J,; ,__ //, re L~, ---,,.----------~--,-------- 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. BREWER, City Attorney 6 ATTEST: By: ft-A, fJJw;:, nA- BARBARA ENGLESON r" City Clerk City Attorney Approved Version 10.27.17 EXHIBIT "A" SCOPE OF SERVICES Performer will be featured as part of the City of Carlsbad Cultural Arts Office's series title Front Row Fridays. Events in this series feature approximately 60-90 minutes of performance. Key Contacts: • City Contact: Megan Gilby, 760-602-2081, megan.gilby@carlsbadca.gov Day of Show: Friday, April 10, 2020 Technician: Bonnie Crane-Sullivan, 760-602-2023, bonnie.crane-sullivan@carlsbadca.gov Artist Advance: Ines lrawati, Music/ Artistic Director of SDO Young Artist Training Program and Opera Exposed, 858-342-1991, ines.irawati@sdopera.org Engagement Venue: Carlsbad City Library's Ruby G. Schulman Auditorium, 1775 Dove Lane, CA 92011 www.carlsbadca.gov/library Performer will provide: • San Diego Opera Association, Performers, will perform a community engagement concert featuring members of the San Diego Opera's Young Artists Training Program • Performance content, including any required visuals • Performance repertoire, performer information and biography information and organization information for program no later than three (3) weeks (March 20, 2020) prior to performance date City will provide: Tuned piano Provide chairs and music stands for performer as needed. Provide wireless microphones and microphone stands for performer as needed. Date & Show Time: Friday, April l 0, 2020 Showtime: 7 p.m. Doors Open: 6:30 p.m. Performer arrival: 5 p.m. Number & Length of Performances: One (I) performance One ( l) set total: each set approximately 90 minutes in length No (0) intermission 7 City Attorney Approved Version 10.27.17 Performance Fees/Invoicing: • Performance fee of $1,400 plus $4 City Business License fee, totaling $1,404 reimbursement for Performer. • Performance invoice shall be submitted to Community Arts Coordinator Megan Gilby and shall be sufficiently detailed to include related costs. Final invoice approval will be completed by the City's Library & Cultural Arts Director or designee . • City will charge NO ADMISSION FEE for this performance. 8 City Attorney Approved Version I 0.27.17 SANDIEG-18 STHERRIEN ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 1/7/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 ~2ij!~cT Stacy Therrien San Diego, CA -Mira Sorrento -HUB International Insurance Services Inc. PHONE I FAX 9855 Scranton Road, Suite 100 (A/C, No, Ext): (A/C, No): San Diego, CA 92121 ithAJ~ss: stacy.therrien@hubinternational.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Viailant Insurance Comoanv 20397 ~ INSURED INsuRER s: Federal Insurance Comoanv 20281 San Diego Opera Association INSURER C: 233 A Street, Suite 500 INSURER D: San Diego, CA 92101 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WlTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE 1.\'J>.\-,~i POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -□ CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED 1,000,000 X 79967513 7/1/2019 7/1/2020 PREMISES lEa occurrence\ $ MED EXP (Anv one oersonl $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 1r'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY □ ~r8r □ LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ v B AUTOMOBILE LIABILITY ~~~~~~~~llNGLE LIMIT $ 1,000,000 X ANY AUTO 9950-69-07 7/1/2019 7/1/2020 BODILY INJURY tPer oersonl $ ~ OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY f Per accident) $ ~ - ~ ~URT'Ws ONL y -~8to~~~JE~ rte?~2c~di;;,;,l~AMAGE $ $ B X UMBRELLA LIAS M OCCUR EACH OCCURRENCE $ 5,000,000 ~ 79967516 7/1/2019 7/1/2020 5,000,000 EXCESS LIAS CLAIMS-MADE X AGGREGATE $ / DED I I RETENTION $ $ B WORKERS COMPENSATION XI t\'fr"TE I I OTH-AND EMPLOYERS' LIABILITY ER YIN 79967515 7/1/2019 7/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [[] E.L. EACH ACCIDENT $ ~FICER/MEMBER EXCLUDED? N/A 1,000,000 ( andatory In NH) E.L DISEASE -EA EMPLOYEE $ ~~;~~ft-¥~8~ o'loPERATIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Carlsbad is included as Additional Insured as rects to General Liability, where requried by written contract and per attached policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Culture Arts Office 1775 Dove Lane 92011 AUTHORIZED REPRESENTATIVE I ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CHUBB" Liability Insurance Endorsement Policy Period Effective Da fe Policy Number Insured Name of Company Date Issued ruLY 1, 2019 TO mLY 1, 2020 JULY 1, 2019 7996-75-13 SAN DIEGO OPERA ASSOCIATION VIGILANT INSURANCE COMP ANY ruLY 10,2019 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 CHUBB'" Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additions/ Insured -Scheduled Parson Or Organization last page Endorsement Page 2