HomeMy WebLinkAbout605339 TURN THE SHIP AROUND LLC - CONTRACT - AGREEMENT MISC - TURN THE SHIP AROUND, LLCCLIENT INITIALS: SPEAKER INITIALS:
SPEAKING ENGAGEMENT AGREEMENT
This agreement is made between City of Fort Collins with offices at
City Hall West, 300 LaPorte Av, Fort Collins, CO 80521 (hereinafter “CLIENT”) and Turn the Ship Around, LLC
with a mailing address of Turn the Ship Around, P.O. Box 247, Laurel, FL 34272, USA (hereinafter “SPEAKER”).
“ENGAGEMENT”: To execute the following proposal, summarized as follows:
Interactive Leadership Keynote by David Marquet (up to 90 minutes elapsed including Q&A)
**Recording of the Keynote is not authorized.
DELIVERED BY:
L. David Marquet L., author of Turn the Ship Around!
DATE(S):
Engagement Date(s): April 4, 2018
Starting Time:
(If not provided by time of signing, shall be provided to SPEAKER by CLIENT not less than 90 days prior to
first engagement date.)
LOCATION(S):
Location/Venue:
Address:
(If not provided by time of signing, shall be provided to SPEAKER by CLIENT not less than 90 days prior to
first engagement date.)
TOPIC AND STANDARDS:
Intent-Based Leadership™: Create Leaders at Every Level Keynote presentation by SPEAKER
All events shall be delivered in the English language and shall be diligently prepared and reasonably
presented in accordance with industry standards.
AUDIENCE:
200 City Leaders
FEE:
US$ 25,000.00
Turn the Ship Around would like to offer the following reduced fee:
US$ 15,000.00 (“Engagement Fee”)
(Engagement Fee subject to change if agreement is not executed by both parties by February 15, 2018)
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CLIENT INITIALS: SPEAKER INITIALS:
TRAVEL & EXPENSES: Unless CLIENT opts for Travel Buyout, CLIENT is responsible for the following expenses:
AIR TRAVEL: Airfare Business Class for one (1), United (or Star Alliance) from SRQ to destination(s) and
returning to SRQ. Alternate US airports include RSW, TPA, and MCO if there is significant savings in time
or money and is approved by the SPEAKER.
LODGING:
Lodging is planned for the day before and day(s) of the Engagement, accounting for time zone and travel
lags unless otherwise stated in this agreement. Hotel room(s) shall be smoke free. If the Engagement is
at a hotel, CLIENT will be responsible for reserving SPEAKER’S room at that hotel.
MEALS: All reasonable meals and incidentals to be paid for by CLIENT and invoiced after the
Engagement concludes.
GROUND: Ground transportation in departure and Engagement cities for one (1). CLIENT will book
ground transportation in departure and Engagement cities to and from airport (or train station) and to
and from the Engagement if separate from hotel. Any car provided will be a smoke free car, and drivers
shall not text, call, or receive calls while driving.
TRAVEL REIMBURSEMENTS:
If Travel Buyout is selected below, no further travel reimbursements will be due hereunder.
If Travel Buyout is not selected, travel reimbursements shall be paid by CLIENT Net 30 upon invoicing of
travel expense invoice and supporting receipts.
“Travel Estimate” is US$ 1,444.00
“Travel Buyout” is US$ 1,300.00 if selected by CLIENT below and if this agreement is accepted and
returned by CLIENT no later than February 15, 2018 (rate subject to change after that date).
Choose ONE:
X CLIENT agrees to Travel Buyout (see amount above) and all travel expenses will be borne
by SPEAKER.
SPEAKER will book flights and hotel and be reimbursed by the CLIENT for costs of travel.
See Travel Estimate above.
CLIENT or CLIENT’s agent (or travel services provided by CLIENT for use by SPEAKER) will
book the flights approved by SPEAKER and arrange lodging in destination city(s).
CLIENT-PROVIDED MATERIALS:
CLIENT is encouraged to purchase Turn the Ship Around! for CLIENT attendees prior to the event. SPEAKER
will sign books if requested in advance and if travel schedule allows.
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CLIENT INITIALS: SPEAKER INITIALS:
DEPOSIT:
A “Deposit” equal to 50% (fifty percent) of the Engagement Fee and 100% (one hundred percent) of
Travel Buyout (if selected by CLIENT above) shall be paid to SPEAKER upon execution of this agreement.
The Engagement Date is not guaranteed to CLIENT (within the limitations set forth herein) until the
Deposit has been received by SPEAKER and payment has cleared. Deposit is non-refundable except as
otherwise explicitly stated herein.
Choose ONE:
X With Travel Buyout, Deposit amount: US$ 8,800.00
Without Travel Buyout, Deposit amount: US$ 7,500.00
= TOTAL Deposit amount: US$ 8,800.00
(To be filled in by CLIENT)
BALANCE:
The “Balance” of the Engagement Fee shall be paid to SPEAKER Net 30 days upon invoicing after the
Engagement Date.
Balance Amount: US$ 7,500.00
Payments may be made via Wire Transfer or Check. Credit Card payments are also accepted with a 3.5%
processing surcharge. Checks may be made out to Turn the Ship Around, LLC. and mailed to P.O. Box 247,
Laurel, FL 34272. Wire Transfers are arranged by contacting the SPEAKER payment contact.
SPEAKER payment/travel contact: jane@turntheshiparound.com, +1 808.258.3788 (voice/TXT)
CLIENT general contact:
CLIENT billing contact:
AUDIO VISUAL:
SPEAKER runs the presentation off his computer and brings a thumb drive as backup.
For Engagement, SPEAKER requires/requests the following:
A wireless lavaliere-type lapel microphone
Wifi (high-speed, suitable for streaming video or the presentation will be impacted)
Screen and projector (with audio and video playback)
Ability to lower the lights in the room (limited lighting so screens are visible)
(For workshop/breakout) One (1) flip chart, easel with markers, easily visible to all
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CLIENT INITIALS: SPEAKER INITIALS:
PRESENTATION MATERIALS:
Because SPEAKER’s presentation is often customized to CLIENT’s needs and feedback encountered
during the actual presentation, SPEAKER’s practice is to NOT provide slides ahead of time (unless
specifically required for pre-loading onto CLIENT’s presentation platform). The SPEAKER will provide
slides to CLIENT after the presentation.
CLIENT agrees that any slides sent in advance at SPEAKER’s discretion shall NOT be pre-sent to the
audience, NOR shall they be printed and provided to the audience in advance due to the likelihood that
it will detract from the agile, interactive nature of the presentation.
OTHER TERMS & CONDITIONS
CONFIDENTIALITY:
CLIENT agrees to hold in confidence and not possess, use or disclose any proprietary information as it relates to
SPEAKER’s fee, terms, conditions, and/or specific deal points of this agreement.
USE OF SPEAKER’S and CLIENT’s NAME OR LIKENESS:
The SPEAKER’s and/or CLIENT’s name, photograph, biographical materials, logo or pre-approved likeness
may not be used as an endorsement of any product or service, or in connection with any commercial tie-up
without the other parties prior written consent.
a. All advertisements and publicity materials shall be submitted to the other party for review and written
approval prior to publication.
b. Any advertisement or promotion of event, using the other parties name, logo or likeness, must be approved
by the other party in writing.
c. Approved advertisements, publicity materials, and promotion uses are solely for the purpose of advertising
and promoting the Engagement after this Agreement is fully signed, up to and including the Engagement Date.
d. SPEAKER’s participation may not be publicized until a signed copy of this agreement and Deposit is received.
CANCELLATION OR TERMINATION OF AGREEMENT:
If for any reason not within the control of or due to the fault of the CLIENT, the SPEAKER is prevented from or fails
to appear and thereby causes a material breach of SPEAKER's duties of this contract, CLIENT may provide written
notice of the breach and SPEAKER shall have 14 (fourteen) days from the date of notice to remedy the breach to
CLIENT's reasonable satisfaction. If the breach is not substantially remedied by SPEAKER within this timeframe, this
contract may be terminated by written notice from CLIENT and SPEAKER shall reimburse CLIENT as follows:
a. If failure to appear or perform is due to SPEAKER's gross negligence, SPEAKER shall promptly refund the
Deposit to CLIENT.
b. In all other cases, SPEAKER shall promptly refund to CLIENT the Deposit minus the pro-rated costs of services
actually delivered by SPEAKER and travel actually performed in support of the contract prior to the breach, as
set forth in the schedule of fees hereto after all discounts shown in the schedule.
This clause shall apply to force majeure conditions only upon written notice as set forth under Force Majeure
below, such notice being handled as a breach as set forth above. CLIENT shall have no claim for damages against
SPEAKER nor shall SPEAKER have liability for expenses or losses incurred by CLIENT as a result of any failure to
appear.
In the event the CLIENT cancels or postpones the Engagement prior to sixty (60) days before the Engagement Date,
the CLIENT shall be responsible to pay and shall forfeit 50% of the Engagement Fee. In the event the CLIENT
cancels or postpones the Engagement on or after thirty (30) days prior to the Engagement Date, the CLIENT shall
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CLIENT INITIALS: SPEAKER INITIALS:
forfeit 100% of the Engagement Fee. All notices of cancellation or postponement shall be made in writing to
SPEAKER.
CONSEQUENCES FOR FAILURE TO CONFORM TO AGREEMENT:
In the event CLIENT fails or refuses to provide any of the items as herein stated, or fails or refuses to proceed with
the engagement (except as set forth in the prior paragraph), or fails or refuses to make any of the payments within
30 days of the applicable payment date or within 15 days on an impending travel departure date, whichever is
sooner, SPEAKER shall have no obligation to perform the unfulfilled portion of this agreement and has the right to
retain any amounts theretofore paid to SPEAKER. CLIENT shall remain liable to SPEAKER for the contract price
herein set forth. However, SPEAKER may elect at its discretion to continue providing services to CLIENT while
awaiting CLIENT payments or performance without prejudicing SPEAKER’s remaining rights herein.
The failure by one party to require performance of any provision of this agreement shall not affect that party's
right to require performance at any time thereafter, nor shall a waiver of any breach or default of this agreement
constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
“FORCE MAJEURE”:
Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under
this Agreement is prevented due to acts of God, wars, hostilities, blockades, civil disturbances, revolutions, strikes,
terrorist attacks, or lockouts, or other events of force majeure, SPEAKER and CLIENT shall not be responsible to the
other for failure or delay in performance of its obligations under this Agreement. Each Party shall promptly notify
the other Party of such force majeure conditions. 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 reasonably practical after
the force majeure condition ceases to exist.
In the event that the force majeure event remains unresolved for a period of two weeks or more, the Party not
relying upon the force majeure event may at any time thereafter, by written notice to the other Party, terminate
this Agreement, and the above-mentioned provisions relating to cancellation or termination of this Agreement
shall apply.
INDEMNIFICATION:
To the extent permitted by law, each of the parties hereby agrees to defend, indemnify, and hold the other party
harmless (including the other party’s authorized agents, officers, representatives, and employees, collectively
“Agents”) from and against any loss, damage, liability, or expense, including reasonable attorney’s fees, incurred
or suffered by or threatened against the other party or its Agents in connection with or as a result of (a) the other
party’s or its Agents act(s) or omission(s) or breach of this contract or (b) any claim for personal injury or property
damage or otherwise brought by or on behalf of any third party, or (c) any breach of law including intellectual
property laws; which is a result of or in connection with the Engagement, which claim does not result from the
active and willful negligence of the other party; provided the indemnified party gives the indemnifying party
written notice of any such claim and the indemnifying party has the right to participate in the defense of any such
claim at its own expense. Neither party shall be liable to the other party for consequential damages, punitive or
incidental damages or lost profits.
RECORDING:
This is a copyrighted presentation. Recording, including without limitation audio, video, film, web or other media
streaming, in part of whole, is not a part of this Agreement without prior written permission from Turn the Ship
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CLIENT INITIALS: SPEAKER INITIALS:
Around, LLC.
STANDARD TERMS & CONDITIONS:
Failure to enforce or insist on any provision of this agreement by either party shall not constitute a permanent
relinquishment of their rights under that provision in the future. Written notice may be made by email at the
email addresses listed herein or their regularly established successors in dealings between the parties. The
validity, construction and effect of the agreement shall be governed by the Laws of the State of Colorado, USA
regardless of the place of the SPEAKER’s performance. The undersigned have read and agreed to the terms and
conditions of this agreement.
Confirmed and agreed to by:
CLIENT
Signed:
Name: Gerry Paul
Title: Purchasing Director
Email: gspaul@fcgov.com
Date: 1/29/18
SPEAKER
Signed:
Name:
Title:
Email:
Date:
DocuSign Envelope ID: D5D28F7B-0A2E-4DB9-815E-E43D7821E151
Chuck Dunphy
chuck@turntheshiparound.com
2/14/2018
COO-TTSA