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HomeMy WebLinkAboutContract 49913 Contract No . 49913 is missing original signatures from the Fort Worth Symphony . Contract will be replaced once original signatures have been obtained . For questions , call the City Secretary ' s Office at 817 - 392 - 6150 City Secretary Contract No. `"I 13 FOR# WORTH. PERSONAL SERVICES AGREEMENT (Library) This PERSONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH (the "City"), a Texas home-rule municipal corporation, and Fort Worth Symphony ("Artists"), an orchestra. City and Artist are each individually referred to herein as a "party" and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Personal Services 2. Exhibit"A"—Statement of Work plus any amendments to the Statement of Work 3. Exhibit"B"—Payment Schedule 4. Exhibit"C"—Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents,the terms and conditions of this Personal Services Agreement shall control. The term "Artist" or "Contractor" shall include the Artist or Contractor, and its officers, agents, employees, representatives, servants,contractors or subcontractors. The term"City"shall include its officers,employees,agents, and representatives. 1. Scove of Services. The Fort Worth Symphony will provide a 65 piece orchestra for a 1 hour concert at the Central Fort Worth Library at 1 p.m.,on Saturday,February 17,2018.There is NO fee for the performance. Specifically, Artist will perform all duties outlined and described in the Statement of Work,which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Artist shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Artist shall perform the Services in accordance with all applicable federal, state, and local laws,rules,and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon October 1, 2017, ("Effective Date") and shall expire no later than February 20, 2018, ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.This Agreement is not renewable. EOFFICIALCORDFort Worth Symphony TARY Personal Services Agreement-Library Page I of 11 ,TX Rev.09/2017 City Secretary Contract No. 3. Compensation. The City shall pay Artist an amount not to exceed $0.00 USD in accordance with the provisions of this Agreement and Exhibit"B," Payment Schedule,which is attached hereto and incorporated herein for all purposes. Artist shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Artist not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Artist within thirty(30) days of receipt of such invoice. Artist may charge interest on late payments not to exceed one percent(1%). 4. Termination. 4.1. Convenience. Either the City or Artist may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Artist of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Artist for services actually rendered up to the effective date of termination and Artist shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,Artist shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Artist has received access to City information or data as a requirement to perform services hereunder, Artist shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Artist hereby warrants to the City that Artist has made full disclosure in writing of any existing or potential conflicts of interest related to Artist's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,Artist hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. The City acknowledges that Artist may use products, materials, or methodologies proprietary to Artist. The City agrees that Artist's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Artist,for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Artist shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Artist shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Artist shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. Fort Worth Symphony Personal Services Agreement-Library Page 2 of I 1 Rev.09/2017 City Secretary Contract No. Af4ist agFees that the Gity shall, witil the &ipir-atiefi of three (3) yeafs aftef final pa��ent under- this , Af4ist agfees that the Gity shali have aeeess dttr-iftg nafmal war-king hettr-s to all neeessafy At4ist faeilities efid shall this seetion. The Gity shall give Af4ist fiat less thaii 4 0 dftys wr-44efi fietiee of ffny ififeftded audifs. N/A the subeetitfaetor- agrees that the 6=4t, shall, ofitil expifa+ieii of thfee (;) yeafs aftef final payfHent of the , appfopfiate wefk spaee in E)fder-to eetidtiet audits in eeffiplianee with the pfevisiefls of this pafagfaph. City shall 7. Independent Contractor. It is expressly understood and agreed that Artist shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,Artist shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Artist acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Artist, its officers, agents, employees, servants,contractors and subcontractors. Artist further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Artist. .It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Artist or any officers, agents, servants, employees or subcontractors of Artist.Neither Artist,nor any officers, agents, servants,employees or subcontractors of Artist shall be entitled to any employment benefits from the City. Artist shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - ARTIST SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF ARTIST,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - ARTIST HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO ARTIST'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF ARTIST, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. Fort Worth Symphony Personal Services Agreement-Library Page 3 of 11 Rev.09/2017 City Secretary Contract No. 9. Assignment and Subcontracting. Artist shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City.If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Artist under which the assignee agrees to be bound by the duties and obligations of Artist under this Agreement. The Artist and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Artist referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Artist under this Agreement as such duties and obligations may apply. The Artist shall provide the City with a fully executed copy of any such subcontract. [IaseA language if goal has beeft se4 tmder-the Business Diver-sib,Ordinanee] In accefdanee with City of Fort WeAh OFdinance No.20020 12 2011,the City has goals for the pai4ieip of MineFity Business Enterprises and Womm Business EpAeFpi4ses (44,3ALBE) in City eefAfar4s. [Mis� aeknewle dges 0 ,16 of goal] and its eemffiftment to meet that geal. Aft),fnisr,opmse—atien Af farts (other-than a negligent misr-epr-esentafien)all&Fw 4P rFimmissieft ef fieud by Aftist may r-e in tho wmi= ion of d4s agreement and debarment from pai4icipating in City contracAs for-a period of time of net I than dwee(3))var-s.Artist will submit 4&fmafien eeneeFniRg the N18XBE(s)that will paftieipae in the eefAfaet - meet the set geal. The inf-e-m-atien Sh-all inealude: (1)the name, address and telephone atmiber-ef ea6h e the deseriptien of the work to be peff4med by eaeh NV)WBE; and(3)the approximate dollar-affieuRtl per-eeR4age e the paAieipatieft. if Aftist to ffi-eet the stated goal, then Affist ffmst submit detailed doeumen4ation of good honest eff-eFts as to why the goal was not aekieved. Business Diversity Ordinance doesn't apply to this contract. 10. INSURANCE. During the term of this Agreement,Artist shall procure and maintain at all times,in full force and effect,a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Artist's performance of its obligations under this Agreement.Artist shall specifically obtain the following types of insurance at the following limits: Commercial General Liability: $500,000 Each occurrence on a combined single limit or$250,000/$500,000 split limit liability Artist shall promptly provide the City with a certificate of insurance that verifies Artist's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Art'ist's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage.Artist shall comply with such requests or revisions as a condition precedent to the effectiveness of this agreement. 11. Compliance with Laws,Ordinances,Rules and Re2tilations. Artist agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Artist of any violation of such laws, ordinances, rules or regulations, Artist shall immediately desist from and correct the violation. Fort Worth Symphony Personal Services Agreement-Library Page 4 of 11 Rev.09/2017 City Secretary Contract No. 12. Non-Discrimination Covenant. Artist,for itself,its personal representatives,assigns,subcontractors and successors in interest,as part of the consideration herein, agrees that in the performance of Artist's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Artist, its personal representatives, assigns, subcontractors or successors in interest, Artist agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1)hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested,addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn:Jennifer Demas at same address 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817)392-7318 TO ARTIST: Name:Fort Worth Symphony Orchestra Address: 330 E.4a'St.,Ste.200,Fort Worth,TX 76102 Phone: 817-655-6500 Fax: 817.665.6600 E-Mail: lbranch@fwsymphony.org 14. Solicitation of Employees. Neither the City nor Artist shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Artist to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Artist's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Fort Worth Symphony Personal Services Agreement-Library Page 5 of 11 Rev.09/2017 City Secretary Contract No. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity,is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. The City and Artist shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control(force majeure), including,but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Artist, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail,and reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Fort Worth Symphony Personal Services Agreement-Library Page 6 of 11 Rev.09/2017 City Secretary Contract No. EXHIBIT"A" STATEMENT OF WORK Scope of Work/Project Deliverables The Fort Worth Symphony will provide a 65 piece orchestra for a 1 hour concert at the Central Fort Worth Library at 1 p.m.,on Saturday,February 17,2018. Fort Worth Symphony Personal Services Agreement-Library Page 9 of 11 Rev.09/2017 City Secretary Contract No. EXHIBIT"B" PAYMENT SCHEDULE There is no fee for this performance. Fort Worth Symphony Personal Services Agreement-Library Page 10 of 11 Rev.09/2017 City Secretary Contract No. EXHIBIT"C" VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company:Fort Worth Symphony Orchestra Legal Address:330 E.4 St.,Fort Worth,TX,76102 Services to be provided:Orchestra Concert Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement,amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten(10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Becky Tobin Position: Vice Pr ident of Operations ature 2. Name: Position: _........_................. _.__ Signature 3. Name: Position: Signature Name: G� f 1 y✓ Sigh e o 4r P- Other Title: D Ar-J,S c- Date: Fort Worth Symphony Personal Services Agreement-Library Page I 1 of 11 Rev.09/2017 City Secretary Contract No. IN WITNESS W EREOF, the parties hereto have executed this Agreement in multiples this 4 j2k— of , 20 : ACCEPTED AND AGREED: ACCEPTED AND AGREED: CITY OF FORT WORTH: Fort Wo th Sy mpho y: By:� Ls;L— By: FernQi�do Costa I iisey Becky Tobin Assistant City Manager HieeEe e€ Vice President of Operations Date: // 847 Date: GO a5 AT'TES O� FORD© By: U _ MaryJ. Kayser City Secretary 1�)CAS APPROVED AS TO FORM AND LEGALITY: By: Paige Meban Assistant City Attorney CONTRACT AUTHORIZATION: M&C: No M&C Necessary Date Approved:N/A 1295 Certification:N/A CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance reporting requirements. 17 Mari, Mary(toriLibrary Assist nt Dire Fort Worth Symphony Personal Services Agreement-Library Page 8 of 11 Rev.09/2017 City Secretary Contract No. 25. Warranty of Services. Artist warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Artist's option,Artist shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Artist for the nonconforming services. 27. Network Access. 27.1 City Network Access. If Artist, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Artist Personnel"), requires access to the City's computer network in order to provide the services herein, Artist shall execute and comply with the Network Access Agreement which shall be provided at the start of negotiations and incorporated herein for all purposes. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification, and nondiscrimination.Artist shall verify the identity and employment eligibility of all employees who perform work under this Agreement.Artist shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Artist shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Artist shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Artist shall indemnify City from any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for violations of this provision by Artist. 29. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Artist whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Fort Worth Symphony Personal Services Agreement-Library Page 7 of 11 Rev.09/2017 FORT WORTH 330 East Fourth Street Suite 200 SYMPHONYFort worth,Texas 76102 50ORCHESTRA Voice: 817.665.6500 Fax: 817.665.6600 Miguel Harth-Bedoya,Music Director www.fwsymphony.org Letter of Agreement This agreement,dated October 24,2017,confirms the arrangement made by and between the Fort Worth Symphony Orchestra,330 E.4th Street,Suite 200, Fort Worth,Texas 76102,as ARTIST,and City of Fort Worth, 1000 Throckmorton, Fort Worth,Texas 76102,as PRESENTER. Presenter agrees to the terms and conditions set forth herein. Performance: Saturday, February 17,2018 at 1:00 PM The performance by the Fort Worth Symphony will last approximately 45 minutes. Venue: Central Fort Worth Library 500 W.3rd Street Fort Worth,Texas 76102 Venue Access: ARTIST requires access to the performance area at least two(2)hours prior to the rehearsal start time on the day of the performance. Temperature: Performance area shall be heated within the temperatures of 720 and 76°Fahrenheit with 72°Fahrenheit being the optimal temperature. If temperature in the performance area falls below 680 or rises above 85°Fahrenheit,ARTIST may cancel performance without penalty. Recording: Audio and video recording of this performance is strictly prohibited.Still photography is permitted without flash. Equipment: ARTIST will provide all orchestra chairs,music stands,conductor's podium and conductor's music stand.ARTIST may request to use Presenter's equipment,if suitable. Production: FWSO Operations Manager, Lisa Stallings(Istallings@fwsymphony.org),will contact PRESENTER in advance of the performance date to confirm equipment delivery and other production details. Sponsors: This performance is provided at no cost to the PRESENTER and is sponsored by the Arts Council of Fort Worth,Tarrant County,the City of Fort Worth,and the National Endowment for the Arts.Additional support is provided by the Gary Patterson Foundation. PRESENTER confirms that they have read and agree to be bound by the terms and conditions listed in this agreement. Please sign below and return the original to Elisa Haaland by fax(817.665.6600)or email (ehaaland@fwsymphony.ors) at least two weeks prior to the performance date. Fort Worth Symphony Orchestra Association: City of Fort Worth: �7 Becky Tobin,VP of Artistic Operations Date Fern do Co A sis nt Cit anager Date ry J. a ,,Ciityy Secretary Date Paige Mebane,Assistant City Attorney Date Marilyn Marvin,Assistant Director—Library Date