HomeMy WebLinkAboutC-7749-1 - Appearance Agreement (Kareem Abdul-Jabbar)APPEARANCE AGREEMENT
(Local)
Dated: September 6, 2019 ("Effective Date")
The following principal terms (the "Principal Terms"), together with the attached Standard Terms and Conditions (the "Standard
Terms," and together with the Principal Terms, this "Agreement'), sets forth the agreement between the City of Newport Beach
("Purchaser"), and Ain Jeem, Inc., a California Corporation ("Lender"), for the services of Kareem Abdul-Jabbar ("Talent'), as
specified below.
PRINCIPAL TERMS
EVENT: Newport Beach Public Library ("Event')
DATE OF APPEARANCE: Thursday, October 3, 2019 ("Appearance Date")
PLACE OF APPEARANCE: Newport Beach Public Library
1000 Avocado Avenue
Newport Beach, CA 92660
APPEARANCE SCHEDULE One personal appearance on the Appearance Date at the Event. The personal appearance
AND SERVICES: shall consist of providing a thirty (30) minute speech and the signing of hardcover books
are purchased from Lender at the Event (the "Appearance"). The Appearance will begin
approximately 7:00pm (PT) and end 8:30pm (PT). The entire Appearance shall not exceed
ninety (90) minutes.
COMPENSATION: Purchaser shall provide Talent with one (1) VIP Parking Spot for the Event.
CONTACT INFORMATION: All questions should be directed to Deborah Morales — Manager
DeborahLa)iconom com; Mobile: (949) 584-7655
NOTICES: All notices, requests, consents, waivers and other communications provided for or
permitted to be given under this Agreement (as defined below) must be in writing and shall
be deemed to have been given or made: (a) when delivered by hand to the recipient (with
written confirmation of receipt); (b) when received by the addressee if sent by anationally
recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with a
confirmation of transmission) or other form of electronic transmission (with a non -
automated confirmation of transmission) if sent before 5:00 p.m. Pacific Time on a business
day, and on the next business day if sent after 5:00 p.m. Pacific Time; or (d) on the fifth
(5th) business day after the date mailed (addressed to the recipient), by certified or
registered mail, return receipt requested, postage prepaid. Any notice, request, consent or
other communications to a party hereto must be given to such party at the following address
(or at such other address for the party as shall be specified in a notice given in accordance
with this paragraph):
Notice to Lender:
Ain Jeem, Inc.
1048 Irvine Avenue, #617
Newport Beach, CA 92660
Attention: Deborah Morales, CEO
Email: deborahgiconomv.com
Notice to Purchaser:
Tim Hetherton, Library Services Director
Newport Beach Public Library
1000 Avocado Avenue
Newport Beach, CA 92660
Email:
thetherton@newportbeachca.gov
As used herein: (i) "business day" means any day other than Saturday, Sunday or any day on which banks are required or authorized
by law to be closed in the State of California; and (ii) "electronic transmission" means any form of communication not directly
involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process (e.g., email).
All other terms and conditions of Talent's services pursuant to these Principal Terms are set forth in the attached Standard Terms
which are incorporated herein by this reference. This Agreement constitutes the entire understanding of the parties hereto and
supersedes and replaces any and all former agreements, understandings and representations (whether oral or written) relating in any
way to the subject matter hereof. No modification, alteration or amendment of this Agreement shall be valid or binding unless it is
in writing and signed by both parties hereto.
ACCEPTED AND AGREED:
City of Newport Beach ("Purchaser") Ain Jzem. Inc. r*Lender-�
Pr' Name: ,r% M tiCTHF IL TU l)ehcirah (tlurale�
Its: Authorized Agent lis. Authorized A!uent
[End of Principal Terms]
[Standard Terms and Conditions on Following Pages]
APPROVED AS TO FORM:
CITY ATrOREYZ OFFICE
Date:, 2 O
By,--JAA- � 4"--
fbe, Aaron C. Harp, City Attorney a&\
a+c,`
ATTEST:
Ieilan I.. rown, City Clerk
STANDARD TERMS AND CONDITIONS
These standard terms and conditions ("Standard Terms") are part of, and are incorporated into, those certain principal terms to
which these Standard Terms are attached ("Principal Terms", and together with the Standard Terms, the "Agreement"), dated as
of the Effective Date, between the City of Newport Beach ("Purchaser") and Ain Jeem, Inc, a California corporation ("Lender"),
for the services of Kareem Abdul-Jabbar ("Talent") as specified in the Principal Terms. Capitalized terms used but not defined in
these Standard Terms shall have the meanings ascribed to them in the Principal Terms. In the event (and to the extent) that any
provision of these Standard Terms conflicts with any provision of the Principal Terms, the Principal Terms shall control.
1. Services. Talent shall render the services specified in the Principal Terms at the Event and on the Appearance Date only.
There shall be no interviews, photograph opportunities or autographs at the Event, unless expressly stated in the Principal Terms or
otherwise agreed to in writing by Lender or Talent's manager, Deborah Morales ("Manager"), acting on behalf of Talent.
Additionally, Talent shall not be required to make any appearance or participate in any publicity or other events, except as specified
in the Principal Terms.
2. Consideration. As full payment for Talent's services specified in the Principal Terms, Purchaser shall pay Lender the
compensation specified in the Principal Terms, without deduction or set off. Neither Lender nor Talent shall have any obligation to
Purchaser whatsoever if Lender does not receive full payment of the Appearance Fee in the manner and at the times specified in the
Principal Terms. '
3. Name and Likeness.
(a) Purchaser may use Talent's name, approved voice, approved photograph, approved likeness, approved signature
and approved biographical information (collectively, "Talent Attributes") to directly publicize and advertise the Appearance ONLY
(which publicity and advertisement shall be limited to local radio, local press, local television, Purchaser's existing database,
Purchaser's social media posts over the Internet (e.g., Facebook, Instagram and Twitter) and printed materials), but such use shall
not be as an endorsement of any person, organization, entity, products or services. Purchaser's right to use the Talent Attributes in
publicity and advertisement shall terminate at 12:00pm (Pacific Time) on the day immediately after the Appearance; provided that,
Purchaser may use a limited number of pre -approved Event photos for internal archival purposes only. All materials or press releases
that include Talent Attributes in any manner whatsoever, must be pre -approved in writing by Talent or the Manager acting on behalf
of Talent. Lender will use good faith efforts to notify Purchaser of any approvals within forty-eight (48) hours of receipt.
(b) Purchaser's right to use the Talent Attributes shall be strictly limited to the use set forth in Section 3(a) immediately
above. Without limitation, Purchaser shall not use, or authorize or permit any other person, organization or entity to use, Talent
Attributes in any manner whatsoever, including in connection with any other events or in connection with any promotions, materials,
merchandising, commercial tie-ins of any kind or the endorsement of any person, entity, organization, products or services. As used
herein, "commercial tie-ins" means as any program or plan developed around a particular product, service or property and designed
primarily to generate additional income related to such product, service or property (e.g., traffic builders, cross -promotions, third
party programs involving the use of a premium or a third party's product or service), including: (i) any program primarily designed
to attract the consumer to purchase a product or service; or (ii) any cross -promotion with a third party or its products or services.
Additionally, in no event shall the Talents Attributes be used in any manner that would cause any portion of the services provided
hereunder to be subject to any SAG-AFTRA or other union or guildagreement.
4. Rte. Purchaser agrees and acknowledges that all rights with respect to Talent that are not expressly granted herein are
hereby reserved exclusively to Lender and Talent. Without limiting the generality of the foregoing, Purchaser acknowledges and
agrees that this Agreement is for the Appearance, as specified in the Principal Terms, and neither Purchaser nor any third party shall
have any right to use Talent Attributes in any manner whatsoever not expressly provided for herein without Lender's or Manager's
prior written consent in each instance, which consent may be withheld or conditioned in Lender's or Manager's sole discretion.
Purchaser shall not advertise, publicize or promote Talent's attendance or appearance at the Event until (i) this Agreement is fully
executed by Lender and Purchaser, and (ii) Lender has received the Appearance Fee in full.
5. Reproductions. The content of Talent's speech, presentation or materials provided (or to be provided) shall remain the sole
intellectual property of the Talent. Talent reserves all copyrights for Talent's speech, presentation or materials provided by Talent
and any broadcast, audio record, video record, podcast, webcast, reproduction or rebroadcast in any manner, form or medium to the
extent permitted by Lender. No lecture, appearance or performance of Talent's services shall be live streamed, broadcast, audio
recorded, video recorded, podcast, webcast or otherwise reproduced or rebroadcast in any manner, form or medium, without the
express prior written approval of Lender or as otherwise expressly provided in the Principal Terms. If written permission is given, a
copy of any broadcast, audio recording, video recording or videotape, podcast, webcast or other reproduction or rebroadcast shall be
sent by Purchaser to Lender prior to any publication or public disbursement with sufficient reasonable time for review and approval
of such copy by Lender in Lender's sole discretion. The Appearance shall not be recorded, reproduced, broadcast or rebroadcast
without Lender's prior written consent.
Purchaser's Initials
6. Transportation/Security.
(a) [Intentionally Omitted]
(b) Purchaser shall provide Talent with one (1) appropriate security guard upon his arrival at the Event, who shall
accompany Talent at all times while he is on location for the Event. Security personnel must be fluent in English.
7. Event Accommodations.
(a) [Intentionally Omitted]
(b) Purchaser shall furnish a suitable place for the Event, properly lighted and well air-conditioned or heated, as
applicable, with all the necessary accessories, including microphones and amplification, in proper working condition. Purchaser
shall limit the audience or guests, as applicable, to no more than the legal number permitted at the Event's location. Purchaser
is solely responsible for ensuring compliance with any and all local, municipal, city, state and federal laws, rules, codes and
regulations necessary for hosting the Event an ensuring the safety of the attendees and the Talent.
8. Insurance. Purchaser represents and warrants that Purchaser has General Liability and Errors and Omissions insurance
covering the Event, including Talent's Appearance, and the services to be rendered hereunder and that Purchaser will maintain such
insurance during the period for which the indemnification obligations of Purchaser continue under this Agreement. Purchaser shall
provide evidence of such insurance to Lender as may be reasonably requested by Lender.
9. Representations and Warranties. Purchaser hereby represents and warrant that (i) Purchaser is a bona fide charitable
organization and shall comply with all laws, rules and regulations, including without limitation, any federal or local tax laws,
regulating charitable organizations and charitable donations, (ii) Purchaser has all the power and authority required to enter into the
Agreement and perform its obligations and to grant the rights to be granted hereunder, and (iii) Lender shall receive the Appearance
Fee for the Appearance on a most favored nations basis.
10. Indemnification. Purchaser and its respective parents, subsidiaries and/or affiliated entities shall indemnify, defend and hold
harmless Lender, Talent, Manager and their respective employees, agents, representatives, successors, assigns, agents and
representatives from and against any and all claims, liabilities, settlements, costs and expenses (including attorneys' fees and
disbursements) arising out of or resulting from (i) Purchaser's breach of this Agreement, (ii) Purchaser's failure to comply with any
and all laws, rules or regulations relating to the Event, (iii) Purchaser's collection of monies or donations in connection with the
Event or otherwise, including any failure to properly account for or disperse such monies or donations, (iv) any activities or conduct
in connection with or relating to the Event, including the publicity, advertising, production or promotion of the Event, (v) any
unauthorized use of the photography, videotaping, filming, live streaming or recording of Talent, or (vi) the development, production
or other exploitation of the Event or any of the services to be provided by Talent, except to the extent caused by Talent's gross
negligence or willful misconduct.
11. Cancellation.
(a) If for any reason Lender cancels the Appearance due to a Permitted Occurrence (as defined below), Lender will in
relinquish the VIP Parking Spot for the Event, and such relinquished VIP Parking Spot shall be Purchaser's sole and exclusive
remedy under this Agreement. If Lender cancels the Appearance for any reason other than a Permitted Occurrence, Lender will
reschedule a substitute appearance date within thirty (30) calendar days of such cancellation or such other date as may be reasonably
agreed to by the parties, and such rescheduled appearance shall be Purchaser's sole and exclusive remedy under this Agreement.
(b) [Intentionally Omitted]
(c) As used herein: (i) "Force Majeure Occurrence" means any event beyond a party's control (other than the
payment of money), including acts of God (but excluding inclement weather), public authority or bureau, civil tumult, strike,
epidemic, boycott, theft, war (whether declared or undeclared), or interruption in or delays of transportation in or delays of
transportation services; and (ii) "Permitted Occurrence" means the occurrence of any of the following (A) Talent's Incapacity (as
defined below), (B) medical emergency that would prohibit Talent's ability to perform the Appearance, (C) death or illness of a
family member or close friend of Talent within the week of or preceding the Appearance, (D) any Force Majeure Occurrence, or (E)
any weather conditions that render the Attendance impossible, hazardous or unsafe as determined in good faith by Lender. Incapacity
shall be deemed to occur if Talent were unable to perform his duties or obligations under the Agreement because of any physical,
mental or other impairment ("Incapacity").
12. Termination. If either party defaults in the performance of any material provision of this Agreement, the non -defaulting
party may terminate this Agreement upon notice thereof. Further, this Agreement will terminate on the earlier of: (i) cancellation in
Purchaser's Initials
accordance with the provisions of this Agreement, or (ii) upon both parties' full performance of their obligations under this
Agreement.
13. Information Regarding Tp alent. Purchaser shall not disclose, or allow the disclosure of, any material or make or allow the
making of any statement, whether true or not, concerning Talent's private life, politics or personal views to the media (including
newspapers, Internet, television or radio) at any time without the prior written consent of the Talent. Additionally, Purchaser shall
not use, or permit the use of, any material of any nature concerning Talent that could impugn the character or reputation of the Talent.
14. Material Changes. In addition to any other rights or remedies of Lender, if any circumstance or event occurs that might not
reflect in a positive light on Talent or the Talent's public image or reputation, Lender may terminate the Agreement upon notice to
Purchaser. Upon such termination, Lender and Talent shall be relieved of all of their outstanding obligations and Lender may retain
all payments made to Lender pursuant to the Agreement; it being agreed and understood that such payments are non-refundable.
15. Interviews; Moderated Q&A Programs. Purchaser shall provide Talent and Manager with the general questions, format and
topics at least forty-eight (48) hours prior to the day of the applicable Appearance if the Appearance includes any interviews or
question and answer programs. Talent may refuse to answer any questions or address any topics that Talent deems inappropriate in
his sole discretion. Talent's exercise of any of his rights pursuant to the preceding sentence shall not be deemed a breach of the
Agreement.
16. Memorabilia Signing, Talent shall not be required to sign any "unlicensed" or "unofficial" merchandise or other items. The
Manager may provide photos, jerseys, basketballs, etc. for an additional fee for signature by Talent.
17. Book Signing.
(a) Protocols. Unless waived by Talent, in his sole discretion, the following protocols shall be followed in connection with
any book signing session:
o Half-title page (First page of the book);
o Signing table a chair to be provided, along with a roped off area;
o No memorabilia will be signed;
o No paperbacks; and
o Talent will not stop and pose for photos with customers or guests, but they can take photos from the
other side of the signing table
(b) Backlist Guidelines. The following is a list of books that are approved for purchase and signature by Talent:
o Backlist titles written by Talent;
o Coach Wooden and Me (Hard Cover);
o Becoming Kareem (Hard Cover);
o Mycroft Holmes (Hard Cover);
o Mycroft & Sherlock (Hard Cover);
o Mycroft & Sherlock — The Empty Birdcage;
o Mycroft Holmes & The Apocalypse Handbook (Graphic Novel);
o What Color is My World? (Hard Cover);
o Writings on the Wall (Hard Cover); and
o Other than graphic novel(s), Talent will not sign paperbacks of anytitle.
18. Food & Beverage.
(a) Talent's attendance at any breakfast, lunch or dinner associated with the Event shall be subject to Talent's pre -
approval. Talent shall pre -approve all food and beverage intended for his consumption. No such food or beverage shall include
pork or alcohol.
(b) Purchaser shall provide to Lender at the Event (at Purchaser's expense and in reasonable quantities): (i) Simply
Lemonade (two 52oz bottles, or six 8oz or 12oz bottles); and (ii) Lays potato chips (non -baked) or M&Ms — plain (no peanuts).
Purchaser shall inform Manager twenty-four (24) hours in advance of any substitutions.
(c) [Intentionally Omitted]
19. General Provisions.
(a) Confidentiality. Except as required by applicable law, Purchaser shall not disclose (or permit any third party to
disclose) the financial or other material terms of this Agreement or any confidential information that is exchanged as a result of
Purchaser's Initials
this Agreement, with the exception only to Purchaser's attorneys, accountants, representatives or employees that have a need to
know such information to negotiate or carry out the provisions of this Agreement and that are made aware of and have a fiduciary
duty or other obligation to maintain the confidentiality of such information no less restrictive than as set forth in this Section
19(b). Furthermore, Purchaser shall not make, and shall not permit any of its employees or representatives to make, any
affirmative public statement or representation expressing a negative opinion or view of Lender, Talent or Manager other than
statements contained in (and relevant to any claim or defense contained in) a pleading filed with an arbitrator in connection with
an arbitration proceeding between the parties to enforce or judicially construe this Agreement.
(b) Limitation on Liability. IN NO EVENT SHALL LENDER'S LIABILITY HEREUNDER EXCEED THE TOTAL
APPEARANCE FEE ACTUALLY PAID TO LENDER BY PURCHASER.
(c) Waiver. A waiver by either party of any of the terms and conditions of this Agreement in any one instance shall
not be deemed to be a waiver of such terms or conditions for the future, or any subsequent breach thereof.
(d) Independent Contractor. Lender is an independent contractor in the provision of Talent's services under this
Agreement and Talent is not an employee of Purchaser. Purchaser shall take no deductions from any compensation paid or
payable to Lender for taxes or related payroll deductions, and Lender agrees to file all such forms and pay all such taxes as may
be required by virtue of Lender's status as an independent contractor. Nothing herein or in the performance hereof shall imply
a joint venture, partnership or principal and agent relationship between the parties. Neither party shall have any right, power or
authority to create any obligation, express or implied, on behalf of the other.
(e) Legal Counsel. The parties acknowledge that they have had sufficient time and reasonable opportunity to consult
with independent legal counsel prior to the execution of this Agreement. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
(f) Assignment. Neither party shall assign its rights or obligations hereunder, or any portion thereof, without the prior
written consent of the other party, and any purported assignment shall be null and void from the making thereof.
(g) Severability. If any one or more provisions of this Agreement shall, for any reason, be held by an arbitrator, court
or other tribunal of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such adjudication shall in no
way affect any other provision of this Agreement or the validity or enforceability of the remainder of this Agreement.
(h) Counterparts. This Agreement may be executed by electronic, PDF, or facsimile signatures and in one or more
counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same
instrument. A signed copy of this Agreement delivered by electronic transmission shall be deemed to have the same legal effect
as delivery of an original signed copy of this Agreement. No party hereto shall raise the use of electronic transmission or the
fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic transmission
as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. As used herein,
"electronic transmission" means any form of communication not directly involving the physical transmission of paper that
creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper
form by such a recipient through an automated process.
(i) Miscellaneous: The headings of Sections and paragraphs in this Agreement are provided for convenience only and
shall not affect the construction or interpretation of this Agreement. The words "hereof," "herein" and "hereunder" refer to this
Agreement as a whole, and not to any particular provision of this Agreement. All words used in this Agreement shall be
construed to be of such gender or number as the circumstances require. The words "or," "either" and "any" are not exclusive,
the term "including" means "including without limitation", and the term "pm" refers to the local time of the Event's location.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted
assigns. Any modification of or amendment to this Agreement must be in writing and signed by the party to be bound by such
modification or amendment. No usage of trade or extrinsic evidence of any nature shall be used to supplement, modify or vary
any of the terms of this Agreement. Sections 3, 4, 5, 8, 9, 10 and 19 of these Standard Terms shall survive the termination or
expiration of this Agreement
[End of Standard Terms and Conditions]
Purchaser's Initials