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HomeMy WebLinkAboutContract 60616CSC No. 60616 ADDENDUM TO PERFORMANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND DAVID JOHNSON DBA GRAY SKOOL This Addendum to the Performance Agreement is entered into by and between David Johnson DBA "Gray Skool" ("Performer") and the City of Fort Worth ("City"), collectively the "Parties." The terns and provisions of the Addendum shall control to the extent there is a conflict between the terms and conditions of this Addendum and the terms and conditions of the Band Contract Agreement. The Contract documents shall include the following: 1. The Performance Agreement provided by Performer ("Performance Agreement"); and 2. This Addendum. Notwithstanding any language to the contrary in the attached Performance Agreement (hereinafter the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Law and Venue. The Agreement will 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 pursuant to the Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 2. LIABILITY - PERFORMER WILL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENTACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF PERFORMER, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 3. GENERAL INDEMNIFICATION - PERFORMER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO PERFORMER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF PERFORMER, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. OFFICIAL RECORD CITY SECRETARY Addendum FT. WORTH, TX Pagel of 3 4. RiRht to Audit. If any money is exchanged as part of this Agreement, then the City shall have the right to audit the financial and business records of the Performer that relate to any monetary exchange under this Agreement (collectively "Records") at any time during the Term of the Agreement and for three (3) years thereafter. 5. Independent Contractor. It is expressly understood and agreed that Performer will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Performer will 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, Performers, and subcontractors. Performer acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Performer, its officers, agents, employees, servants, contractors, and subcontractors. Performer further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Performer. It is fiirther understood that City will in no way be considered a Co -employer or a Joint employer of Performer or any officers, agents, servants, employees, contractors, or subcontractors. Neither Performer, nor any officers, agents, servants, employees, contractors, or subcontractors of Performer will be entitled to any employment benefits from City. Performer will 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 contractors. (signature page follows) Addendum Page 2 of 3 ACCEPTED AND AGREED: City of Fort Worth Contract Compliance Manager: By signing I acluiowledge that I am the person responsible for the monitoring and administration Fes —of this contract, including ensuring all By: Fes— performance and reporting requirements. Name: Fernando Costa Title: Assistant City Manager Date: Dec 12, 2023 By: A Name: Sonia Singleton Approval Recommended: Title: Assistant Department Director Approved as to Form and Legality: v By: Name: Victor Turner cv Title: Department Director By: Name: Jessika J. Williams Attest: p4,6ppnq�n �aoF FORToa� Title: Assistant City Attorney G!`a g•ld W. Contract Authorization: A a a 5aa aa n�6 M&C: n/an By: -- Name: Jannette Goodall Title: City Secretary PERFORMER: b "id 7u�ur By: David Jo nson (Dec 12, 2023 16:18 CST) David Johnson DBA Gray Skool Name: David Johnson OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 3 of 3 PERFORMANCE AGREEMENT THIS CONTRACT (the "Agreement") made and entered into this * 12th day of _ December _, _2023 (the 'Execution Date"), BETWEEN: City of Fort Worth (the "Client") - AND - Alanda Williams - OR - David I. Johnson - OR - Robert Meaderis (individually and collectively known as the "Performer") OF THE FIRST PART OF THE SECOND PART BACKGROUND: A. The Performer is a professional entertainment group known as "Gray Skool". B. The Client wishes to engage the Performer subject to the terms and conditions as follows: IN CONSIDERATION OF and as a condition of the Client hiring the Performer and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged here, the parties to this Agreement agree as follows: Business Address of the Performer Page 1 of 7 1. Agreements made by the Performer must be signed and approved by either group member. The Performer's contact information is as follows: Telephone: (817) 300-4579 Email: dj3kids@yahoo.com Business Address of the Client 2. The Client's business address is as follows: Address: * 200 Texas Street, Fort Worth, TX 76102 Telephone: _817-392-5774 Email: _sonia.singleton@fortworthtexas.gov Venue 3. The place of performance (the "Venue") is located at: Fort Worth City Hall Name: Council Chamber Address: * 200 Texas Street, Fort Worth, TX 76102 Telephone: _817-392-5774 Performance 4. The entertainment to be provided by the Performer is generally described as R&B, Jazz and Motown (the "Performance"). Date and Time of Performance 5. The Performance will consist of one show on the date and between the times indicated in the table below and the Venue will be available for set-up and sound check at the date and time also indicated in the table: Set-up Time and Date of Show Start Time End Time Date 12/14/2023 6PM 8PM Specific Entertainment Request: _A total of 45 minutes of musical entertainment provided within the constraints of the event schedule. Grav Skool is not responsible if the event schedule of events runs outside of the time parameters. The client is not responsible if Performer exceeds 45 minutes Page 2 of 7 a Payment 6. In full consideration for all services rendered by the Performer at the Performance, the Client agrees to pay the Performer a fixed fee of $ 1,000.00 USD (the "Fee"). Payment to be made to David Johnson, Alanda Williams or Robert Meaderis depending on which member this arrangement was made with. Deposit 7. The Client will pay to the Performer $ N/A USD as a deposit (the 'Deposit") by unless agreement has been reached in advance for waiver of the deposit. If the Client fails to provide the Deposit promptly by , the Performer may cancel this Agreement without further obligation. Performer Expenses 8. The Performer agrees that the Fee is inclusive of all expenses, accommodations, holiday entitlements, traveling expenses to and from the Venue and covers any costs whatsoever incurred by any of the members individually or collectively as a group, except as expressly provided in this Agreement. Payment of Balance Promptly after the 1st break of the show on the final date of the Performance, the Client will pay to the Performer any outstanding balance of the Fee in cash. Check may be accepted if prior agreement is made. Check must be received at least 1 day prior to the event to allow the payment of band members on performance date. Cancellation 9. The Performer reserves the right to cancel this Agreement without obligation upon written notice to the Client prior to _December 1st 2023 In the event the Performer cancels the Performance under the terms of this section, the Deposit will be returned to the Client promptly. 10. The Client reserves the right to cancel this Agreement without obligation upon written notice to the Performer prior to 30 days before the event. In the event of said cancellation, the Deposit will be returned promptly. Cancellation by the Client for any reason later than 30 days before the event will result in forfeit of the Deposit. Cancellation by the Client later than _15 days before the event_ will also require payment of any outstanding balance of the full Fee. Non-performance by the Client Page 3 of 7 11. Those obligations of the Client required to be met prior to the Performance are conditions precedent which must be satisfied in full by the Client before the Performer is required to perform unless otherwise agreed to by all parties in writing. If the Client cancels or postpones the Performance, or any show comprising the Performance, without proper notice or fails to make any payment or fails to perform any other condition precedent as required by this Agreement then the Client will be in breach of this Agreement and the Performer will have no further obligations under this Agreement. The Client will forfeit any Deposit already paid to the Performer. Securitv Deposit 12. The Performer will not be required to post a security deposit against any or all possible damage related to or arising from the Performance. Force Maieure 13. The Performer will not be held liable for any failure to perform its obligations under this Agreement where such breach is due to any of the following: acts or regulations of public authorities, labor difficulties or strike, inclement weather, epidemic, interruption or delay of transportation service, acts of God, or any other legitimate cause beyond the reasonable control of the Performer and the Client. Sickness and Accidents 14. The Performer agrees to meet its obligations under this Agreement subject to legitimate incapacity by sickness or accident. Failure to meet its obligations under this section will result in the Performer returning any and all outstanding deposits to the Client. No Recording of the Performance 15. Recording or transmitting of the Performance by anyone through any means whatsoever will not be allowed under this Agreement. It is the responsibility of the Client to enforce this provision. News reporting to inform the community about the event to be allowed with prior approval. Exclusivitv 16. The Performer will perform exclusively for the Client throughout the actual period of services of this Agreement unless otherwise provided by the Client in writing. The Performer at the time of signing this Agreement will not be under any contract to a third party that might preclude the Performer from fulfilling the requirements of this Agreement. Indemnification Page 4 of 7 17. The Performer is responsible only for its own conduct. The Performer will be compensated by the Client for any and all damage done to the Performer's equipment by the Client, its agents or guests. The Client indemnifies and holds the Performer harmless for any and all property damage or personal injury that results from or is related to the Performance that is not directly caused by the Performer. Permits 18. The Client warrants and represents that it has obtained any and all permits, approvals, licenses and variances necessary for the Performance. Securitv 19. The Client will take reasonable precautions for the safety of the Performer and the Performer's equipment during all aspects of the Performance and at all times while the Performer and the Performer's equipment is on the Venue premises. The Client is also responsible for ensuring that only the Performer and its designated technicians and representatives are allowed on stage or in the backstage area or place designated as the performance area. Picket Lines 20. The Performer will not be required to cross a picket line established by a labor organization at the Venue nor will the Performer be disciplined, or this Agreement be considered or deemed breached by the Performer, by reason of the Performer's refusal to cross such picket line. Governine Law 21. This Agreement will be governed by, and construed in accordance with, the laws of the State of Texas. The Client and the Performer each submit to the jurisdiction of the courts of the State of Texas for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. Covenant of Good Faith and Fair Dealing 22. The Client and the Performer agree to perform their obligations under this Agreement, in all respects, in good faith. Additional Clause 23. If the event is an outdoor event, the performer is not responsible for inclement weather or acts of God and will still be due full payment. Performer would like to have any meals that guest are Page 5 of 7 provided and any other agreements reached listed here Miscellaneous Terms 24. Time is of the essence in this Agreement. 25. This Agreement may be executed in counterpart. Facsimile signatures are binding and are considered to be original signatures. 26. No part of the Performance may consist of acts in violation of any local laws, codes, statutes, ordinances, regulations, rules or any other requirements including building and fire regulations. If the Performer violates this section, the Client may immediately cancel the Performance and this Agreement. 27. The Performer's representative warrants that by signing this Agreement it has the authority to bind the Performer to the terms and conditions of this Agreement. 28. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 29. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 30. This Agreement contains the entire agreement between the parties and cannot be changed except by written instrument subsequently executed by the parties to this Agreement. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made to the Client by the Performer, or to the Performer by the Client, in the negotiation stages of this Agreement may in some way be inconsistent with this final written contract. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. Page 6 of 7 31. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Performer's successors, assigns, executors, administrators, beneficiaries, and representatives, and the Client's successors and assigns. 32. The Performer specifically warrants and represents that all copyrighted material to be performed has been licensed or authorized by the copyright owners or their representatives. The Performer indemnifies the Client for any copyright infringement and any expenses that may result from such copyright infringement during or as the result of the Performance. 33. The Client will be responsible for providing suitable power and electricity for the Performance. 34. It is the intent of the parties to this Agreement that the Performer is an independent contractor and will control the manner and means of the Performance. The Client will control the scheduling of the Performance. The Performer is not an employee of the Client. The exclusive nature of this Agreement is limited to the duration of the Performance and it is expected that the Performer will enter other similar agreements with other clients. 35. Any notices or delivery required here will be deemed completed when hand -delivered, delivered by agent, or seven days after being placed in the mail, postage prepaid, to the parties at the respective addresses contained in this Agreement or as the parties may later designate in writing. The Client and one of the Performers have duly affixed their signature on this day Dec 12, 2023 *Client Alanda Williams Oa✓id Tohnson David Johnson (Dec 12, 202316:13 CST) David I. Johnson Robert Meaderis 02002-2019 LawDepot,com® Page 7 of 7