HomeMy WebLinkAboutUnbound Events Inc dba Authors Unbound; 2022-02-11; PSALCA-22071LIB
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AGREEMENT FOR VIRTUAL EVENT CONSULTING SERVICE SUPPORTING CARLSBAD READS TOGETHER PROGRAM UNBOUND EVENTS, INC. DBA AUTHORS UNBOUND
THIS AGREEMENT is made and entered into as of the _____________ day of ____________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and UNBOUND EVENTS, INC. DBA AUTHORS UNBOUND, an Oregon Corporation,
("Contractor”, “Representative), for a livestreamed author talk and question/answer session. RECITALS
A. City requires the professional services of an authorized agency that is experienced in providing literary figures for a livestream author talk and question/answer session. B. Contractor has the necessary experience in providing professional services related to scheduling and securing author and speaker specified. C. Contractor 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 will be six thousand forty-six and five tenths dollars ($6,046.50). 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.
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’
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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 Sheila Crosby Name Christie Hinrichs
Title Deputy Library Director Title Owner / President
Department Library & Cultural Arts Address 65135 97th Street
City of Carlsbad Bend, OR 97703
Address 1775 Dove Lane Phone No. 541-797-2217
Carlsbad, CA 92011 Email christie@authorsunbound.com
Phone No. 760-434-2876 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.
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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 City Manager Christie Hinrichs, Owner/President
(print name/title)
ATTEST:
By:
(sign here) For FAVIOLA MEDINA
City Clerk Services Manager
(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/Deputy City Attorney //
// //
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EXHIBIT “A” SCOPE OF SERVICES
The Representative is partnering with the City on a Livestream author(s)/speaking engagement for April 28, 2022, to host authors Heather Terrell and Victoria Christopher Murray, whose book "Personal Librarian" is on the New York Times best-seller, named one of the best books of the year by the Washington Post along with other accolades.
Representative is a full-service author event agency dedicated to creating powerful literary experiences for authors and hosts alike. They develop programs that enhances community reads programs and will use their expertise to develop and work with the City on the 2022
Carlsbad Reads Together program.
1. Contact Information
Representative/Contact – Christie Hinrichs
Name: Unbound Events, Inc. DBA Authors Unbound
Address: 65135 97th Street, Bend, OR 97703
Email: christie@authorsunbound.com
Phone: 541-797-2217
City
Deputy Library Director, Sheila Crosby, 760-434-2876, sheila.crosby@carlsbadca.gov
Sr. Librarian Erin Peak, 760-434-2043, erin.peak@carlsbaca.gov
Lead Librarian & Event Coordinator, Darin Williamson, 760-434-2928, darin.williamson@carlsbadca.gov
2. Events & Services
Representative shall provide agency services to schedule performers for the City. Representative’s fee for agency services shall include performer fees. Representative warrants that they have the
authority to represent and contract on behalf of identified performers for live performances as specified below:
Name of event: Carlsbad Reads Together – Author Talk, Personal Librarian
Venue site: Virtual - Zoom platform will be provided by Carlsbad City Library
Description of Performances:
Since 2004, Carlsbad Reads Together brings community members together and engages them in discussions about the same selection of books at the same time. Marie Benedict Victoria Christopher Murray will discuss the Personal Librarian providing a platform for our community to explore issues of Diversity Equity and Inclusion using Belle De Costa Greene’s story to illuminate those conversations. Our goal is to inspire our community using this riveting personal account of triumphing over adversity to guide discussions and activities centered on Diversity Equity and Inclusion. The Friends of the Carlsbad Library wholeheartedly support this series’ success through their financial and intellectual commitment.
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6:45 pm PST: Technology test run: we request that both Marie & Victoria are available 15 minutes in
advance to for a technology test run Activity 1: 7:00-7:20 pm PST: Introduction: Library staff will introduce authors with provided bios from
agency followed by opening remarks from the authors. Possible topics selected by the authors may include... Marie & Victoria discuss how they met, how their partnership went together, the strengths and challenges of collaborative writing, Marie or Victoria read their chosen excerpt(s) from the book.
Activity 2: 7:20-8:10 pm PST: A moderated interview of the authors. Moderator TBD and agreed to in writing no less than ten days prior to the event.
Activity 3: 8:10-8:30 pm PST: Questions & Answer session from the audience.
Author(s) Performance Date: Thursday, April 28, 2022
The City will work with the vendor to arrange a dry run/test prior to the event start.
Start-time: 7 p.m. PST End-time: 8:30 p.m. PST Expected arrival time: 6:45 p.m. PST
3. Parking - Reserved
4. Lodging/Meals - Reserved
5. Sound - Reserved
6. Stage Lighting - Reserved
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 0% commission (City’s fee based on gross revenue from
sales). 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.
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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 Audio/Video 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 will record and post on the city’s website for later viewing, for a period no longer than 14 days.
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.
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.
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 $ 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.
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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.
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. 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.
19. 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.
20. Health & Safety
During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must
adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform performer(s) what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing,
requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances.
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21. Performance Fee
Representative shall be entitled to an all-inclusive fee in the amount not to exceed six thousand forty-six and five tenths dollars ($6,046.50). City will pay the Representative in two payments; a 50% deposit one month before the scheduled event with the remaining balance to be paid at completion of
the event.
Payment Schedule
• 1st Payment $3,046.50 Due March 25, 2022, one month prior to event date, includes $46.50 reimbursement for City of Carlsbad business license fee
• 2nd Payment $3,000.00 Upon completion of event – April 28, 2022
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 Representative. If a replacement performance cannot be rescheduled, the fee(s) due to the Representative may, at City’s sole discretion, be reduced on a pro-rata basis by the value of the performance(s) not performed.
22. Invoicing / Payment
All invoices shall be submitted to City’s Event Coordinator Darin Williamson or designee and shall be sufficiently detailed to include related activities and costs. All invoice approval will be completed by City’s Library & Cultural Arts Director or designee.
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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)
Darin Williamson, Cole Library 1/24/2022
General Liability Unbound Authors, LLC
n
n
Virtual author event scheduled
for April 28, 2022 presented on City of Carlsbad Zoom platform. No onsite events scheduled.
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