HomeMy WebLinkAboutMcDaniel, Breanna J.; 2024-01-11; PSALCA-24009LIBPSALCA-24009LIB
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AGREEMENT FOR DIVERSITY, EQUITY AND INCLUSION WORKSHOP SPEAKER AND BLACK HISTORY MONTH AUTHOR TALK EVENT SERVICES BREANNA J. McDANIEL, Ph.D.
THIS AGREEMENT is made and entered into as of the ____ day of ________, 2024, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and
Breanna J. McDaniel, Ph.D., a sole proprietor, ("Contractor,” “Author”) (collectively, the “Parties”).
RECITALS
City requires the professional services of a speaker experienced in diversity, equity and inclusion and civic engagement and a celebrated author of children's books. Contractor has the necessary experience in providing these professional services, has submitted a proposal to the 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 WORKCity 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.TERMThis 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 will be not to exceed two thousand eighthundred fifty dollars ($2,850). No other compensation for the Services will be allowed except foritems covered by subsequent amendments to this Agreement. City reserves the right to withholda ten percent (10%) retention until City has accepted the work and/or the Services specified inExhibit “A.”
4.STATUS OF CONTRACTORContractor will perform the Services as an independent contractor and in pursuit of Contractor’sindependent calling, and not as an employee of City. Contractor will be under the control of Cityonly as to the results to be accomplished.
5.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand 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 orindirectly 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.
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6. INSURANCEContractor will obtain and maintain policies of commercial general liability insurance, automobileliability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business ofinsurance 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) latestquarterly 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. Contractorwill 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 becanceled without thirty (30) days prior written notice to the City by certified mail. City will be namedas 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 anadditional insured. Contractor will furnish certificates of insurance to the Contract Department,with endorsements to City prior to City’s execution of this Agreement.
7.NOTICESThe 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 Suzanne Smithson Name Breanna McDaniel, Ph.D.
Title Library & Cultural Arts Director Title Speaker and Author
Department Library & Cultural Arts Address 7079 Rivertown Road
City of Carlsbad Fairburn, GA 30214
Address 1775 Dove Lane Phone No. 404-429-8717
Carlsbad, CA 92011 Email breannajmcdaniel@gmail.com
Phone No. 443-339-2011
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 INTERESTContractor 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 reportinvestments or interests as required in the City of Carlsbad Conflict of Interest Code.
Yes No
9.COMPLIANCE WITH LAWSContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment and will obtain and maintain a City of Carlsbad Business Licensefor the term of this Agreement.
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10. TERMINATIONCity or Contractor may terminate this Agreement at any time after a discussion, and written noticeto 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 offalse claims as set forth in the California False Claims Act, Government Code sections 12650, etseq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledgesthat debarment by another jurisdiction is grounds for the City of Carlsbad to terminate thisAgreement.
12.JURISDICTIONS AND VENUEContractor 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. ASSIGNMENTContractor may assign neither this Agreement nor any part of it, nor any monies due or to becomedue under it, without the prior written consent of City.
14. AMENDMENTSThis 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 timeschedule.
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15. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
BREANNA J. McDANIEL, Ph.D. 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. 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:
CINDIE K. McMAHON, City Attorney
By: City Attorney
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EXHIBIT “A” SCOPE OF SERVICES
On February 8, 2024, the Contractor will lead a diversity equity and inclusion (DEI) organization alignment workshop for Library & Cultural Arts leaders and provide an author talk in the evening
at the Schulman Auditorium at the Carlsbad City Library. In the Pages of History: A Black History
Month Event with Author, the award-winning author will discuss her newly published children's book, Go Forth and Tell: The Life of Augusta Baker, Librarian and Master Storyteller. This
community-connecting event will allow all ages to learn about Black history, literature, and library history.
1.CONTACT INFORMATIONContractor:Dr. Breanna McDaniel, breannajmcdaniel@gmail.com, 404-429-8717
City:
•Sheila Crosby, Deputy Library Director, sheila.crosby@carlsbadca.gov, 442-232-0587
•Emily Hardy, Librarian, emily.hardy@carlsbadca.gov, 442-339-5129
•Library administration, 442-339-2011
2.EVENTS & SERVICES
Name of Events: DEI Training & In the Pages of History: A Black History Month Author Event
Venue site name, address: Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011
Description of Services: A workshop and Author talk on new picture book biography titled Go Forth and Tell: The Life of Augusta Baker, Librarian and Master Storyteller.
Date(s) of Service: Thursday, February 8, 2024
Department organization workshop:
Time Period: 9 to 10 a.m.
Event detail: An hour-long DEI training to Library & Cultural Arts leaders using the Access & Equity Alliance survey results as a basis for discussion and understanding.
Location: Carlsbad City Library meeting room
Community author event:
Start-time: 6 p.m. End-time: 7 p.m. Expected arrival time: 5:30 p.m.
Speaking & Moderator discussion: 6 to 6:45 p.m.
Location: Carlsbad City Library, Ruby G. Schulman, 1775 Dove Lane, Carlsbad, CA
Event detail: City opening remarks, author talk discussion, and event conclusion. In
addition, the City shall provide details to the Contractor as indicated below. Any additional tasks listed would be negotiated and confirmed in writing thirty (30) days before the scheduled event by the Parties.
Question & Answer session and book signing.
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3.PARKING – RESERVED
4.LODGING/MEALS – RESERVED
5.AUTHOR EVENT SOUNDCity will provide a sound amplification system that is in good working order and capable ofconforming 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 electricalneeds are required, Contractor shall notify City of its needs at least thirty (30) days in advance ofthe Service date. Failure to timely notify the City will result in Contractor assuming all theresponsibility of providing its own electricity for the sound system. If required by state or local laws,Contractor will obtain all necessary permits and approvals associated with the provision ofelectricity.
6.AUTHOR EVENT STAGE LIGHTINGCity will provide stage lighting that is in good working order and capable of conforming to the sizeof the audience, Venue Site and the needs of the Production. In the event that Contractor isproviding the stage lighting system and special electrical needs are required, Contractor shallnotify City of its needs at least thirty (30) days in advance of the Service date. Failure to timelynotify the City will result in Contractor assuming all the responsibility of providing its own electricityfor 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 – RESERVED
9.AUTHOR EVENT PUBLICITYContractor may provide publicity and promotional materials to City for advertising the Event.Contractor represents and warrants that City may use all promotional materials received fromContractor 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 photographthe Event for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/orprograms (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. Contractorrelinquishes 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 therewithor the use to which it may be applied, including in all media now in existence or may come intoexistence in the future.
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10.AUTHOR EVENT RADIO AND TELEVISION COVERAGEContractor 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 isplanned or will be occurring during the Event. City is not responsible for securing prior consentof 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 ofContractor. City will assist Contractor in trying to identify which Radio or Television station is onscene. In the event that Contractor does not desire to have any Radio or Television coverage of
the Event, Contractor shall be solely responsible for notifying the Radio or Television station(s)of this desire. If unauthorized taping or broadcasting of Event occurs, City shall not be deemedin breach of this contract.
11.CITY AUDIO/VIDEO RECORDING - RESERVED
12.WEATHER AND OTHER TYPES OF CANCELLATIONS RE: EVENTIf 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 willpay Contractor’s out-of-pocket travel expenses to the Venue Site. In the event that a stormshould develop while Contractor is at the Venue Site and has already set up or is in the processof setting up Contractor’s equipment, City and Contractor will discuss whether the Event shouldbe cancelled. If the Event is cancelled, Contractor shall be entitled to full payment.
13.GENERAL CANCELLATIONThe 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 amountof $700 deposit to help defray the production, promotion and labor costs that are incurred up to
the date of the cancellation.
14.EVENT CONTENTThe 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 allnecessary approvals to perform copyrighted works have been obtained. Contractor agrees toindemnify, defend and save harmless the City against any copyright claim, demand, liability orexpense caused by or arising out of its Event. Contractor shall be solely responsible for thecontent of the Event.
15.LOSSES
It is understood and agreed that the City shall not be responsible for any loss of or damage tothe property of the Contractor, or for the acts or omissions of the audience.
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16.INDEPENDENT CONTRACTORThe 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 Contractorshall have no authority to make any commitment on behalf of the City. Contractor shall beresponsible to pay all applicable state, local and federal taxes associated with this agreement.
17.SUBJECT MATTERContractor 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, orcontains racial slurs or is otherwise derogatory of any race, religion, sexual orientation, age ornational origin. Should such material be presented or performed, City, in its sole discretion, mayimmediately terminate the Event. In the event City terminates the Event of Contractor becauseof violation of this paragraph, City shall not be liable to Contractor for the balance owed underthis Agreement and all monies paid to Contractor shall be full and complete payment ofContractor’s services. In the event of this occurrence, City shall not be deemed to be in breachof this Agreement.
18.AUTHOR EVENT PRODUCTION RIGHTSThe Contractor agrees that the right to produce the event, which is the subject matter of thisAgreement belongs solely to the City, and Contractor has no right to independently produce orsell rights of any kind to this event. Further, Contractor agrees that Contractor will not acquireany 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 arrangementunder the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any otherapplicable law.
19.COMPLETE CONTRACTThis 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 otherwiseor any kind whatsoever concerning this contract, not expressly set forth herein. Furthermore, it isunderstood and agreed that this contract may not be changed, modified, or altered except bymutual agreement of both parties. All changes to the contract for this engagement must be signedby authorized signatories of both parties.
20.HEALTH & SAFETYDuring any health-related pandemic, all activities occurring at City facilities, all Parties mustadhere 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, temperaturetesting, requiring face covering, maintaining physical distancing of six feet. The safety protocolsmay be modified at any time due to changing rules, regulations, or circumstances.
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21.EVENT FEES
Contractor shall be entitled to a Flat Rate Fee in the amount of Two thousand eight hundred fifty dollars ($2,850) for the February 8, 2024 events. The Flat Rate fee is inclusive of all compensation for services rendered under this Agreement, including, without limitation, the Contractor’s travel expenses, 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 $700 due upon the execution of the Agreement.
Final Payment A payment of $2,150 due at delivery of event.
If any unperformed portion of the event or event series is canceled 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 / PAYMENTAll invoices shall be submitted to City’s Deputy Library Director or Designee and shall besufficiently detailed to include related activities and costs. Final invoice approval will be completedby 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)
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