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HomeMy WebLinkAboutNita Prose Literary Service Inc; 2023-11-28; PSALCA-24003LIBPSALCA-24003LIB DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 AGREEMENT FOR AUTHOR TALK SERVICES FOR 2024 CARLSBAD READS TOGETHER PROGRAM NITA PROSE LITERARY SERVICE INC. THIS AGREEMENT is made and entered into as of the 28th day of November , 2023, by and between the City of Carlsbad, California, a municipal corporation ("City"), and Nita Prose Literary Service Inc. ("Contractor," "Author") (collectively, the "Parties"). RECITALS City requires the professional services of an author for an author talk event at the Carlsbad City Library for the 2024 Carlsbad Reads Together program. Contractor has the necessary experience in providing these professional services 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 at an author talk event (the "Event") 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 (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed is not to exceed Twelve thousand five hundred dollars ($12,500 USD). 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, 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 attorney fees arising out of the Service 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 of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 6.INSURANCE PSALCA-24003LIB 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 Name Suzanne Smithson Title Library & Cultural Arts Director Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2011 For Contractor Name Anita Pronovost Title Address Director, Nita Prose Literary Service Inc. Phone No. Email 316 Arlington Avenue Toronto, ON, M6C-229 64 7-553-9278 info@nitaprose.com 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 as required in the City of Carlsbad Conflict of Interest Code. Yes D No ■ 2 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 PSALCA-24003LIB 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. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill 3 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-38B1-4FCB-8D81-9FDF814569F2 PSALCA-24003LIB 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 ANITA PRONOVOST, Director Nita Prose Literary Service Inc. CITY OF CARLSBAD, a municipal corporation of the State of California By: $l,VJltlA,l,U,, $ Wti~Sb!A, SUZANNE SMITHSON Library & Cultural Arts Director As authorized by City Manager ATTEST: For SHERRY FREISINGER 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: For CINDIE K. McMAHON, City Attorney By: ULJur{)., f' V'bSt Assistant City Attorney 4 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-38B1-4FCB-8D81-9FDF814569F2 EXHIBIT "A" SCOPE OF SERVICES PSALCA-24003 LIB The Contractor is partnering with the City on a live author/speaking event on April 18, 2024, whose 2022 murder mystery novel "The Maid" has sold more than 1 million copies worldwide and published in over 40 countries. A #1 New York Times Bestseller and a Good Morning America Book Club pick, the Author was selected as the Carlsbad Reads Together 2024 community read by popular vote. The Author will discuss the novel and the writing process, answer audience questions, and end the evening with a book signing for audience members. 1. CONTACT INFORMATION Contractor: Nita Pronovost, info@nitaprose.com City: • Sheila Crosby, Deputy Library Director, Sheila.crosby@carlsbadca.gov, 442-232-0587 • Bill Sannwald, Senior Librarian, bill.sannwald@carlsbadca.gov, 442-339-2926 • Ashleigh Hvinden, Teen Services Librarian, Ashleigh.hvinden@carlsbadca.gov, 442-339-2866 2. EVENTS & SERVICES Name of Event: Carlsbad Reads Together 2024 with Nita Prose Venue site name, address: Carlsbad City Library, Ruby G. Schulman Auditorium, 1775 Dove Lane, Carlsbad, CA 92011 Description of Services: An author lecture by Nita Prose speaking on her book The Maid Date(s) of Service: Thursday, April 18, 2024 Time schedule: 6:00 p.m. PST (all times in the Agreement are in Pacific Standard Time) Start-time: 6:00 p.m. End-time: 6:45 p.m. Expected arrival time: 5:30 p.m. Speaking & Moderator discussion: 6 to 6:45 p.m. Event detail: City opening remarks, author talk discussion, any break periods, and event conclusion. In addition, City shall provide details to the Contractor as indicated. Question & Answer Session: 6:45 to 7 p.m. Book signing: 7 to 8 p.m., time to adjust based on audience participation with no more than 250 signings. The city has received expressed interest in a meeting with the Author from one of the library's support organizations. If the Parties agree, Staff will coordinate a meet-up with the Author. Any changes in dates/times within this agreement can be authorized with written notification between Parties via email and at least thirty (30) days before the predetermined date listed above. 5 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 3. 4. 5. PARKING -RESERVED LODGING/MEALS -RESERVED SOUND PSALCA-24003LIB 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 Contractor is providing the sound system and special electrical needs are required, Contractor shall notify City of its needs at least thirty (30) days in advance of the Service date. Failure to timely notify the City will result in Contractor assuming all the responsibility of providing its own electricity for the sound system. If required by state or local laws, Contractor will obtain all necessarypermits 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 Contractor is providing the stage lighting system and special electrical needs are required, Contractor shall notify City of its needs at least thirty (30) days in advance of the Service date. Failure to timely notify the City will result in Contractor assuming all the responsibility of providing its own electricity for the stage lighting system. If required by state or local laws, Contractor will obtain all necessary permits and approvals associated with the provision of electricity. 7. VENUE HOSPITALITY -RESERVED 8. CONCESSION SALES City-selected vendor shall have the right to offer limited items for sale at the Service (e.g., books) without a commission. City reserves the right to pre-approve items offered for sale, both before and during the Event. 9. PUBLICITY Contractor may provide publicity and promotional materials to City for advertising the Event. Contractor represents and warrants that City may use all promotional materials received from Contractor to promote the Event in all advertising media, including without limitation, print, TV, radio, Internet, etc., without being in violation of any third-party intellectual property rights. Contractor agrees to be available for personal interviews. City reserves the right to photograph the Event for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/or programs (collectively "Usage"). Contractor waives the right to any fees, royalties, or control, now or in the future, and Contractor grants full permission for the use of Contractor's image, including without limitations, name, likeness, and biography related City's usage. Contractor relinquishes any right that Contractor 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. 10. RADIO AND TELEVISION COVERAGE Contractor agrees to permit reasonable Radio or Television news coverage of the Event. City will try, but is not required, to let Contractor know whether Radio or Television news coverage is planned or will be occurring during the Event. City is not responsible for securing prior 6 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 PSALCA-24003LIB consent of Contractor 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 Contractor. City will assist Contractor in trying to identify which Radio or Television station is on scene. In the event that Contractor does not desire to have any Radio or Television coverage of the Event, Contractor shall be solely responsiblefor notifying the Radio or Television station(s) of this desire. If unauthorized taping or broadcasting of Event occurs, City shall not be deemed in breach of this contract. 11. CITY AUDIONIDEO RECORDING City reserves the right to audio or video record any lecture, reading or speaking engagement. City may retain the recording in its files and may replay the recording for its employees and community for thirty (30) days post-live event (May 18, 2024 ), at which time the City will remove it from all media platforms. City shall not sell the recording. City shall provide a copy of the recording to the Contractor, upon the Contractor's request. 12. WEATHER AND OTHER TYPES OF CANCELLATIONS RE: EVENT If Event is canceled by City due to inclement weather, acts of God, acts or any other reason, while Contractor is traveling to or is already at Venue Site, but has not yet performed, City will pay Contractor's out-of-pocket travel expenses to the Venue Site. In the event that a storm should develop while Contractor is at the Venue Site and has already set up or is in the process of setting up Contractor's equipment, City and Contractor will discuss whether the Event should be cancelled. If the Event 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 thirty (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 Contractor less than thirty (30) days prior to the scheduled engagement, the Contractor will reimburse the City the amount of $2,000 USD to help defray the production, promotion and labor costs that are incurred up to the date of the cancellation. 14. EVENT CONTENT The Contractor represents and warrants that the Event 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 necessaryapprovals to perform copyrighted works have been obtained. Contractor agrees to indemnify, defend and save harmless the City against any copyright claim, demand, liability or expense caused by or arising out of its Event. Contractor shall be solely responsible for the content of the Event. 15. LOSSES It is understood and agreed that the City shall not be responsible for any loss of or damage to the propertyof the Contractor, or for the acts or omissions of the audience. 7 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-38B1-4FCB-8D81-9FDF814569F2 PSALCA-24003 LIB 16. INDEPENDENT CONTRACTOR The Contractor is an independent contractor and not an employee of City. No Contractor or its employees are or shall hold themselves out as an agent or employee of the City. The Contractor shall have no authority to make any commitment on behalf of the City. Contractor shall be responsible to pay all applicable state, local and federal taxes associated with this agreement. 17. SUBJECT MATTER Contractor 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 Event. In the event City terminates the Event of Contractor because of violation of this paragraph, City shall not be liable to Contractor for the balance owed under this Agreement and all moniespaid to Contractor shall be full and complete payment of Contractor's services. In the event of this occurrence, City shall not be deemed to be in breach of this Agreement. 18. PRODUCTION RIGHTS The Contractor agrees that the right to produce the event, which is the subject matter of this Agreement belongs solely to the City, and Contractor has no right to independently produce or sell rights of any kind to this event. Further, Contractor agrees that Contractor will not acquire any independent, individual or joint rights with the City to the event which is the subject matter of this Agreement. The Parties agree that this event 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 City and Contractor 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. HEAL TH & SAFETY During any 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 Contractor 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. 8 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-3881-4FCB-8D81-9FDF814569F2 PSALCA-24003LIB 21. EVENT FEE Contractor shall be entitled to a Flat Rate Fee in the amount of Twelve Thousand Five Hundred Dollars ($12,500 USD) for the April 18, 2024 engagement. The Flat Rate fee is inclusive of all compensation for services rendered under this Agreement, including, without limitation, the Contractor's travel expenses to and from Toronto, Canada, and accommodations while in Carlsbad, CA. This Flat Rate Fee represents a total maximum amount payable to the Contractor as stipulated in Section 3 of this Agreement and includes the Initial Payment and Final Payment outlined below. Payment Schedule Activity Initial Payment A payment of $2,000 USD due upon the execution of the Agreement. Final Payment A payment of $10,500 USD due at delivery of event. If any unperformed portion of the event or event series is cancelled due to the Contractor's inability to perform, the unperformed portion of the event or event series may be, if feasible, rescheduled to a new date(s) that is/are mutually agreeable to City and Contractor. If a replacement event cannot be rescheduled, the fee due to the Contractor may, at City's sole discretion, be reduced on a pro-rata basis by the value of the event not performed. 22. INVOICING / PAYMENT All invoices shall be submitted to City's Deputy Library Director or Designee and shall be sufficiently detailed to include related activities and costs. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. 9 City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: 739AE029-38B1-4FCB-8D81-9FDF814569F2 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Sheila Crosby I Library & Culture Arts 11/13/2023 (Name and Department) (Date) Proposed modification(s) to the GL / Auto I WC (Type of insurance) requirement(s) for Nita Prose Literary Service Inc. (Name of contract) D Reduce coverage to the amount of: ~$ ______ _ 00 Waive coverage D 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] __________ _ 00Contract Amount/Term of Contract: $_1_2,_50_0 ____ . Work will be completed over a period of@ 1 day . □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ___________________________ _ OOOther (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): Professional Services of an author for an author talk event at the Carlsbad City Library for the 2024 Carlsbad Reads Together Program Approved by Risk Manager for this contract only: trL b~b (Signature) 11/20/2023 (Date)