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HomeMy WebLinkAboutC-7447-1 - Agreement for Special Speaker: The Big OnesV EfPenguin Random House SPEAKERS BUREAU Date: 05/08/2018 Contract #: 212458978 Speaker: Lucy Jones Fee: $5,000.00 Event: The Big Ones Sponsor: Newport Beach Public Library Foundation Event Date: 09/08/2018 Venue: Newport Beach Public Library Friends Meeting Room, 1000 Avocado Avenue, Newport Beach, CA 92660 Payment: The full Fee ($5,000.00) shall be received by Bureau by (08/09/2018). Travel & In addition to the Event Fee, Sponsor is responsible at its own cost to Accommodations: arrange and provide fully licensed car service for the Speaker from the Speaker's home in Pasadena to and from the Event on the day of the Event and to pay for or reimburse Speaker for meals/incidental expenses. Topic: The Impacts of World Disasters Speaker Activities Saturday, September 8. 2018 Description: 2:00 PM: 45 -minute Lecture followed by 15 -minute Q&A 3:00 PM: Book Signing *Any additions or revisions to the timetable must be approved in writing by PRHSB. Estimated number of 200 attendees: Event contact: Natalie Basmaciyan, 1000 Avocado Avenue, Newport Beach, CA 92660, nbasmaciyan@newportbeachca.g_ov, 949-717-3819 Speaker's books available THE BIG ONES at Event: Recording: Please see Paragraph 8 below: no recording of any kind is permitted Without Bureau's express written consent. 1745 Broadway, New York, NY 10019 P 212 572 2013 prhspeakers.com QRPenguin Random House 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 www.prhspeakers.com " Technical Requirements: TBD in consultation with Speaker. 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 contract is subject to the Standard Terms and Conditions set forth on the following pages which are part of this contract. The representative of Sponsor warrants that she or he is a duly authorized representative of Sponsor. Accepted by the Penguin Random House Speakers Bureau on ("—I date n Kim Thornton Pngenito Senior Agent Director 1745 Broadway, MD 13-2 New York, NY 10019 kthomton@penguinrandomhouse.com 212-572-2299 Attest: I J a Leilani I. Brown, MMC, dity Clerk Date: - Wi I Accepted by New ort Beach Public Library Foundation on` !t LD/ . date qim Hetherton�— Library Services Director 1000 Avocado Avenue Newport Beach, CA 92660 thetherion@newportbeachea.gov 949-717-3810 APPROVED AS TO FORM: CIN ATTORNEY'S OFFICE Date: --5–:-21-2-60 VV Aaron C. H , City Attorney W -t slvt68 1745 Broadway, New York, NY 10019 P 212 572 2013 prhspeakers.com Q3Penguin Pan uinF3ouse SPEAKERS BUREAU STANDARD TERMS AND CONDITIONS 1. Parties: The signatories to this Agreement are the Penguin Random House Speaker's Bureau ("Bureau") and Sponsor (each a "Party" and collectively the "Parties"). The Bureau is acting in its capacity as booking agent for the Speaker for the scheduled function (the "Event"). Bureau has secured Speaker's availability and will handle all payments from Sponsor in connection with the Event. The Parties are independent contractors with respect to this Agreement and nothing shall constitute a partnership, joint venture, agency or employee/employer relationship. Neither Party shall be liable for any representation, act or omission of the other contrary to the provisions of this Agreement. The Parties further acknowledge that Speaker is an independent contractor and is not an employee, partner, joint venture or agent of either Sponsor or Bureau and that Speaker has the exclusive control over how the services in connection with the Event are fulfilled. The Parties acknowledge and agree that Bureau shall not be responsible in any way for Speaker's acts, omissions, statements or any commitments made by Speaker or Sponsor. 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 with Bureau only provided Speaker is represented by the Bureau during that five year period. 2. Payment: As this Agreement removes the Speaker from the marketplace on the dates) of the Event, fifty -percent (50%) of the Fee is due with the signed contract on the Deposit Due Date, within two weeks of the fully executed contract and is non-refundable. The Balance Amount 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 Bureau does not constitute a waiver. In addition, all late payments will accrue finance charges of 1.5% per month. The Event may not be advertised or promoted in any manner until this agreement has been fully executed. 3. Cancellation by Sponsor: If the Event is cancelled by Sponsor more than 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. For the avoidance of doubt, cancelling the Event due to insufficient ticket sales will not relieve the Sponsor of its obligations to fulfill its financial obligations under this Agreement. 4. Cancellation by Speaker: In the event the Speaker must cancel due to transportation problems beyond the control of the Speaker, illness, unforeseen emergency or overriding professional responsibility (which, for the avoidance of doubt, would not include a speaking event at another venue), Bureau will not have any liability for the expenses or losses incurred by the Sponsor. Bureau will attempt to provide a comparable Speaker who is acceptable to the Sponsor or reschedule the event to a mutually agreeable date. Bureau agrees to refund the Sponsor, within thirty (30) days, any deposits received from the Sponsor in the event the Speaker cancels the contract and Bureau cannot provide a comparable Speaker who is acceptable to the Sponsor or reschedule the event to a mutually agreeable date. In the event the Speaker is delayed, but arrives and presents her/his program in full, all Fees and other charges shall be due in full to Bureau. 5. Force Majeure: Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by a Parry is prevented due to acts of God, exchange controls, export or import controls, or any other government restriction, wars, hostilities, blockades, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, blackouts, or any other cause beyond the reasonable control of a Parry, such Party shalt 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. In the event that Speaker arrives or is on the way to the Event when Sponsor cancels the Event due to Force Majeure, the Parties agree that unrecoverable travel expenses shall be paid in full by Sponsor. 6. Lodging/Travel/Meal Expenses: The Sponsor shall be responsible for reasonable travel expenses incurred by Speaker in addition to the Event Fee, including fully licensed car service to and from the Event and meals/ incidental expenses. Actual expenses will be submitted to Sponsor as incurred unless otherwise agreed and reimbursement shall be made to Bureau within fourteen (t4) days of receipt of documentation (such reimbursement also applicable in case of cancellation of the Event by Sponsor less than 60 days prior to the Event Date). 7. Facility/Event: Sponsor shall provide a clean, well -heated (or well cooled as the case may be), well -lighted and safe venue for the Event, and shall not permit the audience to exceed the legal limit for the venue. Sponsor to provide sufficient security at venue. All equipment and facilities, and all accessories required by Speaker, shall be in good working order. Any material change in the nature of the Event, including, without limitation, the venue, the size of the audience, the purpose of the event shall constitute a breach of this Agreement unless agreed to in writing by Bureau. No additional appearances or activities shall be expected of the Speaker unless expressly contained as a part of this Agreement or agreed to later in writing. The Fee is understood to be for the speaking event only as outlined in this Agreement. 1745 Broadway, New York, NY 10019 P 212 572 2013 prhspeakers.com Penguin Random House SPEAKERS BUREAU 8. Recording/Endorsements: It is understood and agreed that without the express written consent of the Bureau, which may be withheld in Bureau's sole discretion (a) the Event, including the Speaker's presentation may not be recorded by any means, including without limitation audio -taped, video-taped or broadcast, streamed live or via Internet, in any form or length, and (b) Speaker's name and likeness may not be used in connection with any endorsements of products or services. Sponsor will use commercially reasonable efforts to prevent audience members from recording the Event or engaging in conduct prohibited by this paragraph. If permission of the audio and,'or video recording of the Event for Sponsor's archival purposes is given, a copy of any video or audio recording must be sent to Bureau. Bureau and Speaker reserve all copyrights for the Event and any video or audio recording thereof. The Speaker and/or Bureau reserve the right to audio -and/or videotape the Event in their discretion. 9. Copyrighted Work: Speaker shall retain any and all intellectual property rights to the copyrighted materials that she/he may use in connection with the Event: participant materials, components, workshops, training procedures, printed materials, including books, author photographs, 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. 10. Books: It is understood that the Sponsor will arrange to have the Speakers books available for purchase and/or giveaway. Either the Sponsor may purchase copies of the book(s) authored by the Speaker directly from Penguin Random House or from another retailer and provide appropriate staffing, or work with Bureau to arrange for a local bookseller to handle book sales on-site. 11. Confidentiality: The Parties agree that the terms of this Agreement, including the financial terms are confidential (the "Confidential Information") and other than as may be required by applicable law, government order or decree, neither Party will publicly disclose Confidential Information. Each Party is fully responsible for the acts of its employees, officers and agents and any breach of this provision, whether intentional or negligent, shall be deemed a material breach of this Agreement and the breaching Party will be held liable. 12. 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. It is understood that the Sponsor may be required by law to withhold state and local income taxes in certain U.S. jurisdictions and to withhold foreign income taxes in certain foreign countries. These taxes will be withheld only as required from the fees due the Speaker and remitted directly to the jurisdiction by the Sponsor on the Speaker's behalf. An itemized statement shall be provided in a timely manner to Bureau that shall include the exact amount of any and all taxes withheld, the date of payment and the entity to which payment was made. Sponsor shall be solely responsible for any admission taxes, user fees or other charges, taxes or fees of whatsoever description levied by the jurisdiction in which the Event takes place. 13. 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. 14. Limitation of Liability: In no event shall either Party be liable to the other for indirect, incidental, consequential, special, or exemplary damages such as, but not limited to, loss of revenue or anticipated profits or lost business, incurred by a Party whether in an action in contract or tort even if the other Party has been advised of the possibility of such damages, except for the payment obligations of sponsor under this agreement, and any indemnification obligations of the Parties, and any damages arising from one Party's misappropriation of the other's intellectual property or Confidential Information. 15. Other provisions. Should any provision of this Agreement be held to be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The captions provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision thereof. The following provisions of this Agreement survive any termination or expiration hereof and remain in full force and effect: Sections 9,11 12,13,14,15 and 16. 16. 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. In the event that the Sponsor requires a rider/separate document to be executed in addition to this Agreement, the terms of this Agreement shall prevail in the event of a conflict regardless of the date of execution of the documents. This Agreement and any Sponsor provided rider/document set forth the entire understanding between the Parties and it may not be altered, changed, modified or waived, in whole or part except by amendment in writing signed by both Parties. 1745 Broadway, New York, NY 10019 P 212 572 2013 prhspeakers.com