HomeMy WebLinkAboutContract 47665 City Secretary Contract No.q/w( /
FOR .. WORTH,
,f
"49
9
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 Delfeayo Marsalis
Quintet ("Artists"), a jazz quintet. 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. Scope of Services.
The Delfeayo Marsalis Quintet will provide five musicians to perform for 90 minutes at 6:30 p.m.
Thursday,May 19,2016,jazz performance at the Central Fort Worth Library,which is part of the Library's 3rd
Thursday Jazz Series.The fee is $7,500 USD and will be presented at the conclusion of 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 December 1 2015, ("Effective Date") and shall expire no later than
May 20,2016, ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or
otherwise extended by the parties.This Agreement is not renewable.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 1 of 11 Rev.01/2015
City Secretary Contract No.
3. Compensation.
The City shall pay Artist an amount not to exceed $7500.00 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.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 2 of I i Rev.01/2015
City Secretary Contract No.
6. Right to Audit.
Artist agrees that the City shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Artist involving transactions relating to this Agreement at no additional cost to the City.
Artist agrees that the City shall have access during normal working hours to all necessary Artist facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of
this section. The City shall give Artist not less than 10 days written notice of any intended audits.
Artist further agrees to include in all its subcontractor agreements hereunder a provision to the effect that
the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any.directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further that City
shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall
give subcontractor not less than 10 days written notice of any intended audits.
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.
9. Assignment and Subcontracting.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 3 of I I Rev.01/2015
City Secretary Contract No.
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.
[InseFt language if goal has been set under-the Business Diver-sity Ofdinaneel
M aeeef!danee with City ef Feft WeAh Or-dinanee Ne.20020 12 2011,the City has goals for-the paFtieip
ef MiaeFity Business Enterprises and Women Business Enter-pfises (1WAVBE) in Gity eefAfmts. [Affist4 aeknewledges
o
of goafl and its eemmit=ent to FneO that goal. Any
--ination of this agr-eement and debafment fr-em pwtieipating in City eentr-aets for-a period of time ef net 1
than difee(3)yean.Ailist Will submit inf-eff-m—atieffl; eeneeming the MAVBE(s)that will pai4ieipa4e in the eentme4-te
meet the set geal. The infeFmatien shall inelude: (1)the name, address and telephene number-ef eaeh MAVBE; (2)
the pwtieipatien. if Affist fails to fneet the stated goal,then AFtist must submit detailed deeementatien of good
Business Diversity Ordinance doesn't apply to this contract although one (1) or more of the Artists are
minorities.
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:
$300,000 Each occurrence on a combined single limit
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
Artist'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 Regulations.
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.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 4 of 11 Rev.01/2015
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:Tippi Younger
DMarsalis Productions
5208 Magazine Street, Suite 183
New Orleans, LA 70115
Phone: 914.413.4277
Fax: 504.897.3315
E-Mail: tippiyoun er Aonpointmanagement.com
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.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 5 of 11 Rev.0112015
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.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 6 of 11 Rev.01/2015
City Secretary Contract No.
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 art original paper document bearing each party's original signature is not delivered.
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. ]f 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.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 7 of 11 Rev.01/2015
City Secretary Contract No.
IN WI N/1 aESS "HEREOF; the parties hereto have executed this Agreement in multiples
this�� y of , 20
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
CITY OF FORT WORTH: DELFEAYO MARSALISi
By: � �---- By:
Fernando Costa Delfeayo Marsa is
Assistant City Manager President, DMarsalis Productions
Date: ¢ B IG Date: March 28,2016
ATTES pF Fps
By: V
Ma J'ka)LerP1Q
City Secretary .�
y
APfR-ON D AS TO FORM AND LEGALITY:
By:
Paige ane
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: No M&C Necessary
Date Approved: N/A
1295 Certification: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 9 of 11 Rev.0112015
City Secretary Contract No.
EXHIBIT"A"
STATEMENT OF WORK
Scope of Work/Project Deliverables
The Delfeayo Marsalis Quintet will provide five musicians to perform for 90 minutes at 6:30 p.m. on
Thursday, May 19,2016,for a jazz performance at the Central Fort Worth Library,which is part of the
Library's 3rd Thursday Jazz Series.
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 9 of I I Rev.0112015
City Secretary Contract No.
EXHIBIT"B"
PAYMENT SCHEDULE
The City of Fort Worth will issue payment in one installment of$7,500.00, payable on the day of the concert, May
19,2016.
EXHIBIT"C"
Delfeayo Marsalis Quintet Personal Ser),ices Agreement-Library
Page 10 of I I Rev.01/2015
City Secretary Contract No.
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:
Legal Address:
Services to be provided:
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:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:Delfeayo Marsalis 0
Signature of President/CEO
Other Title:
Date: March 28.2016
Delfeayo Marsalis Quintet Personal Services Agreement-Library
Page 11 of 11 Rev.01/2015