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