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HomeMy WebLinkAboutPenguin Random House LLC; 2023-02-22; PSALCA-23093LIBVIRTUAL EVENT SPONSOR CONTRACT Date: 01/12/2023 | Contract #: 276606706 Speaker: Francisco Cantú Fee USD: $5,000 Event: Carlsbad Reads Together 2023 Sponsor: City of Carlsbad - Carlsbad City Library *In the event there are co-sponsors or co-presenters, they must be approved in writing by the Speaker/PRHSB Event Date: April 27, 2023 Event Time: 6:00-7:00 PM PST Virtual Platform: Zoom Payment: To secure this Event, a deposit of 50% of the Fee ($2,500) shall be received by Penguin Random House Speakers Bureau (“Bureau”) no later than 03/15/2023 (the “Deposit Due Date”). The remaining balance (“Balance Amount”) shall be received by (04/27/2023). Notwithstanding the foregoing, if for any reason the fully executed Event contract is not complete within seven (7) days of the Event Date, Sponsor agrees to pay the full Fee by credit card upon execution of the contract. Topic: THE LINE BECOMES A RIVER Speaker Activities Description: Prior to the event Speaker to sign book plates to place in locally sold books in Friends of the Library bookstore. April 27, 2023 6:00-7:00 PM PST: 45-minute moderated conversation followed by 15-minute Q&A, both pre-submitted and live submission. *All itinerary details requested by the agent will be sent no less than two (2) weeks prior to theEvent. Any additions or revisions to the timetable must be requested and approved in writing byboth Parties. Delay in information regarding day-of logistics may result in Event cancellation orpostponement. Events that run outside of the contracted event timing will incur additional fees. Estimated number of attendees: 250 community members *Any significant changes to expected attendance must be acknowledged in writing by both Parties and a significant increase in the number of attendees will incur additional fees. Event contact: Sheila Crosby, City of Carlsbad - Carlsbad City Library, Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011, sheila.crosby@carlsbadca.gov Financial contact: Invoice should be sent to Deputy Library Director Sheila Crosby: sheila.crosby@carlsbadca.gov & Management Analyst DebbieJo McCool: debbiejo.mccool@carlsbadca.gov City of Carlsbad – Carlsbad City Library, Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011 Speaker’s books available at Event: THE LINE BECOMES A RIVER will be promoted to attendees prior to and/or at the Event, along with a link to purchase. Recording: Please see Audiovisual Recording Addendum. PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 Penguin RanaomHouse SPEAKERS BUREAU Promotional Materials: Sponsor shall use only biographical material and photos of Speaker provided by Bureau and/or Speaker. All advertising for this Event shall include the words: “For more information on this Speaker please visit prhspeakers.com. Event may not be advertised or promoted in any manner until this agreement has been fully executed. Technical Requirements: Zoom. If special equipment is required, Sponsor to confirm setup with Speaker’s Agent and if approved, arrange and provide at no cost to Speaker. Payment Details: Make Payment to: Penguin Random House LLC Mail Payment to: Penguin Random House LLC Attn: Accounts Receivable PO Box 223384 Pittsburgh, PA 15251-2384 Send Electronic Payment to: Penguin Random House LLC C/O BNY MELLON 500 Ross Street Pittsburgh, PA 15262 Wire TF ABA: 043000261 SWIFT Code IRVTUS3N A/C: 000091-5972 Remittance: PRH_Remit@penguinrandomhouse.com Please send e-mail documentation of any electronic payments. The Sponsor will be responsible for stopping and reissuing any checks (if requested) sent to an incorrect address. PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 Penguin RanaomHouse SPEAKERS BUREAU To confirm this contract, please sign and return a copy of this Agreement. A fully executed copy will be returned to you for your files. The Agreement is subject to the Standard Terms and Conditions set forth on the following pages which are part of this Agreement. The representative of Sponsor warrants that she or he is a duly authorized representative of Sponsor. Accepted on behalf of Speaker by the Penguin Random House Speakers Bureau on: Date Signature Tiffany Tomlin, Vice President, Executive Director Date Signature Kate Berner, Executive Agent Director Accepted by City of Carlsbad - Carlsbad City Library on: Date Signature Suzanne Smithson, Library & Cultural Arts Director Approved as to Form: Date Signature Cindie K. McMahon, City Attorney Attest: Date Signature Sherry Freisinger, City Clerk PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 2/17/2023 2/17/2023 2/18/2023 2/21/2023 2/22/2023 bk~ Penguin RanaomHouse SPEAKERS BUREAU STANDARD TERMS AND CONDITIONS 1.Parties: This Agreement is made between the Speaker and Sponsor (each a “Party” and collectively the “Parties”). The Parties agreethat Bureau is acting only in its capacity as booking agent for the Speaker for the Event. Sponsor is retaining the services of Speaker, notBureau. Bureau has authority to negotiate and sign on Speaker’s behalf and will handle all payments from Sponsor in connection with theEvent. The Parties acknowledge and agree that Bureau shall not be responsible in any way for Speaker’s acts, omissions, statements or anycommitments made by Speaker or Sponsor. The Parties are independent contractors with respect to this Agreement and nothing shallconstitute a partnership, joint venture, agency or employee/employer relationship and Speaker has the exclusive control over how the services in connection with the Event are fulfilled. Neither Party shall be liable for any representation, act or omission of the other contraryto the provisions of this Agreement. Sponsor further acknowledges and agrees that for a period of five years following the Event, any spin-off or subsequent events of Speaker will be booked exclusively through the Bureau and all terms for such events shall be negotiated withthe Bureau only. 2.Event Formats: Speaker agrees to perform the obligations set forth herein on the agreed upon event date (“Event Date”) via remote live video transmission. 3. Payment:Penguin Random House Speakers Bureau will receive the Fee set forth on page one of this Agreement on behalf of Speaker. As this Agreement removes the Speaker from the marketplace on the date(s) of the Event, fifty-percent (50%) of the Fee is nonrefundable and due with the signed contract on the Deposit Due Date. The full Fee is due thirty (30) business days prior to the Event Date (or on such date as set forth under Payment). Timing of the payment is of the essence. If a payment is not received by the applicable due date set forth in this Agreement, non-payment constitutes a material breach of this Agreement by Sponsor. Acceptance of a late payment by Speaker does not constitute a waiver. In addition, all late payments will accrue finance charges of 1.5% per month. Notwithstanding the foregoing, if for any reason the fully executed Event contract is not complete within seven (7) days of the Event Date, Sponsor agrees to pay the full Fee by credit card upon execution of the contract. 4.Technical Requirements: Speaker’s live event will be broadcast through a private transmission solely sent to invited participants inthe virtual attendance through a secure and password protected online platform. Speaker will work with Sponsor’s technology team to setup the remote transmission and to ensure optimal broadcasting quality and security measures are in place leading up to the address. Speakerwill provide standard equipment including working computer with camera and computer microphone, reliable high speed internet, andvideo capability. Prior to the Event Date, Sponsor will provide login links with instructions and download links to any required softwareprograms at no cost to Speaker. Any specialized equipment required will be provided by Sponsor at its sole cost and expense. Sponsor mayrequest any specialized setup with Bureau in writing in advance of Event, and Bureau retains the right to deny such request on Speakers behalf and revert to standard Speaker-provided setup. Sponsor assumes responsibility for the quality of its own internet connection and theprojection and sound quality of the session. In the event there is a delay or loss of signal due to technical issues that originate from theSponsor’s facilities which impacts the full performance of the Event, both parties agree that Speaker and Bureau will not be heldresponsible and all Fees will be paid as agreed pursuant to this Agreement. In addition, if the Speaker or Bureau reaches out to the Sponsor at any time prior to the Event start time set forth in this Agreement in order to resolve technical issues, Speaker and Bureau shall not beheld financially liable for any missed time. 5.Recording / Endorsements: Please see Audiovisual Recording Addendum. Speaker’s name and likeness may not be used inconnection with any endorsements of products or services. Sponsor will use commercially reasonable efforts to prevent audience membersfrom recording the Event or engaging in conduct prohibited by this paragraph. It is understood and agreed that Bureau permits Sponsor tolive stream and record the Speaker’s presentation, and (i) a copy of any video or audio recording must be sent to Bureau and (ii) theSpeaker shall retain all intellectual property rights in the portion of the Event in which the Speaker appears, notwithstanding suchpermission. In addition, the Speaker reserves the right to audio-and/or videotape the portion of the Event in which they appear, in their discretion. 6.Copyrighted Work: Speaker shall retain any and all intellectual property rights to the copyrighted materials that they may use inconnection with the Event: participant materials, components, workshops, training procedures, printed materials, including books, authorphotographs, publicity and promotional materials and other material in print and other media and services collectively referred to as“Materials” and Sponsor shall obtain no rights to the Materials unless specifically agreed to by Speaker in writing. 7. Taxes: As an independent contractor, Speaker shall be solely responsible for all federal and local income and other taxes (including,without limitation, Social Security and Medicare) that are due on the income received by Speaker for the services performed hereunder. Ifit is understood that Sponsor may be required by law to withhold state and local income taxes in certain U.S. jurisdictions and to withholdforeign income taxes in certain foreign countries, these taxes will be withheld only as required from the fees due the Speaker and remitteddirectly to the jurisdiction by the Sponsor on the Speaker’s behalf. An itemized statement shall be provided in a timely manner to Bureauthat shall include the exact amount of any and all taxes withheld, the date of payment and the entity to which payment was made. Sponsorshall be solely responsible for any sales taxes, admission taxes, user fees or other charges, taxes or fees of whatsoever description levied bythe jurisdiction in which the Event takes place. PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 Penguin RanaomHouse SPEAKERS BUREAU 8.Cancellation: In the event Speaker must cancel due to illness, unforeseen emergency or overriding professional responsibility (which, for the avoidance of doubt, would not include a speaking event at another venue), Speaker will not have any liability for the expenses or losses incurred by the Sponsor. Bureau, on behalf of Speaker, will attempt to provide a comparable speaker who is acceptable to the Sponsor or reschedule the event to a mutually agreeable date. In the event the Speaker cancels the contract and Bureau, on behalf of Speaker, cannot provide a comparable speaker who is acceptable to the Sponsor or reschedule the event to a mutually agreeable date, Speaker agrees to refund the Sponsor any deposits received from the Sponsor within thirty (30) days. In the event the Speaker is delayed, but arrives and presents their program in full, all Fees and other charges shall be due in full. Conversely, in the event that the Event is cancelled by Sponsor more than sixty (60) days prior to Event Date, fifty-percent (50%) of the Fee shall be forfeited and shall be due and payable immediately if not already paid. The full Fee will become due and payable immediately if the Sponsor cancels the Event sixty (60) days, or less, prior to the Event Date. 9.Force Majeure: Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by a Party is prevented due to acts of God, exchange controls, export or import controls, or any other government restriction or regulation, wars, hostilities, blockades, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, blackouts, or any other cause beyond the reasonable control of a Party, such Party shall not be responsible to the other Parties for failure or delay in performance of its obligations under this Agreement. Each Party shall promptly notify the other Party of such force majeure condition. The terms of this Clause shall not exempt, but merely suspend, any Party from its duty to perform the obligations under this Agreement until as soon as practicable after the force majeure condition ceases to exist. For the avoidance of doubt, in the event that a Party is unable, due to a force majeure condition, from performing its obligations on the Event Date, the foregoing Clause requires the Parties to make good faith efforts to reschedule the Event on a date to be mutually agreed. 10.Confidentiality: Sponsor is a governmental entity and subject to public records Laws and regulations. Bureau is advised, and acknowledges that this Agreement may become a public record and, unless the information is declared by Law to be confidential or is otherwise excluded from the public records disclosure requirements, may be subject to inspection and copying. If possible, Sponsor will notify Bureau in the event Sponsor receives a request for any sensitive information related to this Agreement. Sponsor will not be legally obligated or held legally responsible for any failure to disclose such request notification(s) to Bureau. 11.Applicable Law: This Agreement, each transaction entered into hereunder and all matters arising from or related to this Agreement (including its validity and interpretation) shall be governed by, and construed and enforced in accordance with, the laws of the state of California. without reference to its choice of law doctrine. 12.Entire Agreement: This Agreement may be executed in one or more counterparts each of which will be deemed an original but all of which together will constitute one instrument. This Agreement sets forth the entire understanding between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements between the Parties. This Agreement may not be altered, changed, modified or waived, in whole or part except by amendment in writing signed by both Parties. PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 Penguin RanaomHouse SPEAKERS BUREAU Audiovisual Recording Addendum to the Penguin Random House Speakers Bureau Sponsor Agreement Addendum to the Penguin Random House Speakers Bureau Customer Agreement (“Agreement”) dated 01/12/2023 between Penguin Random House Speakers Bureau (“Bureau”), as agent for Francisco Cantú (“Speaker”), and City of Carlsbad - Carlsbad City Library ("Sponsor") regarding the lecture by Speaker taking place on 04/27/2023. Bureau, on behalf of Speaker, and Sponsor agree that notwithstanding anything to the contrary contained in the Agreement, including specifically Paragraph 5 or 9 of the standard terms and conditions thereof, Sponsor is permitted to make, at its sole cost and expense, an audiovisual recording of the lecture (the “Recording”), subject to the following terms and conditions: 1. Bureau, on behalf of Speaker, hereby grants Sponsor, its agents, subsidiaries, affiliates and successors, the limited, worldwide, fully-paid, royalty-free, non-assignable, non-sublicensable, non-exclusive license and authority, to use the Speaker’s name, likeness and voice solely to use, display, and make available the Recording as set out in this Addendum. Sponsor shall use the Recording only for the following purposes and for no other purpose whatsoever: Sponsor has permission to record the session and post it to the Sponsor’s channel for 30 days after the event date. Thereafter, the Recording must be removed and deleted by Sponsor. 2. In the event that Sponsor wishes to edit the Recording, all such edits shall be subject to the prior written approval of Bureau or Speaker. 3. All displays of the Recording shall bear the notation in form legible/audible to users, Copyright © Francisco Cantú, 2023. All Rights Reserved. 4. Within 30 days of the lecture, Sponsor shall deliver the Recording to Penguin Random House Speakers Bureau, speakers@penguinrandomhouse.com or Mail Drop 5-1 ,1745 Broadway, New York, NY 10019. 5. Except as expressly provided in this Addendum, all other recording rights are reserved to Bureau and Speaker, and the provisions of the Agreement shall remain in full force and effect. PSALCA-23093LIB DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 Penguin RanaomHouse SPEAKERS BUREAU 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) Debbie Jo McCool, Library & Cultural Arts Feb. 16, 2023 General Liability Penguin Random House n Virtual live event on April 27, 2023 at a remote site selected by the Author. Event is Carlsbad Reads Together Author Talk. DocuSign Envelope ID: A067D0FB-BCC2-4E69-AECF-D49F3371E249 □ □ □ □ □