Phoenix Brass Collective Agreement

PERSONAL SERVICES CONTRACT
FY 2023-24 PERFORMING ARTS GRANT PROGRAM

This Personal Services Contract for the FY 2023-24 Performing Arts Partnership Program
(“Agreement”) is entered into this day of September, 2023 (Effective Date) between the CITY
OF GLENDALE, an Arizona municipal corporation (“City”) and Phoenix Brass Collective, an
Arizona nonprofit corporation, as an Independent Contractor (“IC”).

RECITALS
A. The City wishes to contract IC to provide certain services as described below.
B. IC affirms that it is a natural person or business entity contracted to perform certain services
for the City.
C. City and IC desire to memorialize their agreement with this contract.
AGREEMENT
1. SERVICES TO BE PERFORMED. By this Agreement, City contracts with IC to perform

all the services in the Scope of Work attached as Exhibit A (“Services”).

2. RELATIONSHIP OF PARTIES. IC certifies that IC is an independent business entity or sole
proprietor. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the Parties. IC has the responsibility for, and
control over, the methods and details of performing Services and providing products undet
this Agreement. IC will provide all tools, materials, training, hiring, supervision, work policies
and procedures, and be responsible for the compensation, discipline and termination of IC
petsonnel. Neither Party has any authority to act on behalf of, or to bind the other to any

obligation.

3. BUSINESS PERMITS AND LICENSE COMPLIANCE. IC also certifies that IC has
complied with all applicable federal, state and local laws, including obtaining and complying
with any terms and conditions of required business permits and licenses in order to carry out
its business and to perform the Services under this Agreement with City.

4. COMPENSATION. The City will pay IC for the Services performed in accordance with one
of the provisions below as chosen by the IC:

City will pay 50% of the total compensation fee $4,000.00, upon execution of this
Agreement, and the remaining 50 % within 30 days of the full and satisfactory

completion of the Services; or

City will pay IC nothing upon execution of this Agreement and the entire amount of
compensation [$4,000.00] within thirty (30) days of the full and satisfactory

completion of the Services.

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The City’s payment obligation does not begin to run until a final invoice documenting the
time(s) and location(s) of all Services provided under this Agreement has been submitted
to the City for review.

PROMOTION. IC must acknowledge City’s financial support in press releases, project
programs, advertisements or any other marketing materials, including any photographs or
other content posted on any social media site (e.g., Facebook, Twitter, Snap Chat, Instagram,
etc.) with the following credit line: “(Name of the project) is funded by a City of Glendale
Performing Arts Grant.”

FINAL EVALUATION. IC must submit a final report and a project evaluation to the Arts
Commission within thirty (30) days after the completion of the Services. Any and all
unexpended funds from IC must be returned to City no later than sixty (60) days after the
completion of the Services.

TAXES. The City will not withhold any payroll or employment taxes of any kind from any
payments made to IC. The payroll or employment taxes that are the subject of this section
include, but are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax and state unemployment insurance tax. As provided
in Section 3 above, the IC is required to obtain and comply with all necessary business licenses,
The City makes no representation and provides no opinion regarding the IC’s requirement to
report and pay all city, county, and state privilege (sales) and exercise taxes.

WORKERS’ COMPENSATION. The IC acknowledges and agtees that because it is
ptoviding the Services under this Contract as an independent contractor, the City will not
obtain Workers’ Compensation insurance on IC’s behalf and IC, its employees and
subcontractors are not entitled to workers’ compensation benefits from the City. IC shall
obtain Workers’ Compensation if required by State law.

NON-DISCRIMINATION. IC agtees that all Services shall be open to all members of the
public and no person shall be denied access to, or participate in, the performance or event
on the basis of race, color, national origin, age, gender, gender identity or expression, sexual
orientation, genetic characteristics, marital status, familial status, U.S. military veteran status,
religion or disability. IC will require any Sub-conttactor to be bound to the same
tequirements as stated within this section.

NO BOYCOTT OF ISRAEL. To the extent A.R.S § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree for the
duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that
term is defined in A.R.S § 35-393.

TERMINATION OR MODIFICATION. This Agreement may be terminated by either party
upon fifteen (15) days written notice. No modification to the Agreement can be made without
written approval of City and IC. Any and all sums advanced to IC under Section 2 must be
refunded in full upon submission of the written notice to terminate.

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10.

11.

IMMIGRATION LAW COMPLIANCE.

a. IC, and on behalf of any subcontractor, warrants, to the extent applicable under A-RS. §
41-4401, compliance with all federal immigration laws and regulations that relate to their
employees as well as compliance with A.R.S. § 23-214(A) which requires registration and
participation with the E-Verify Program.

b. Any breach of warranty under Section 9(a) above is considered a material breach of this
Agreement and is subject to penalties up to and including termination of this Agreement.

c. City retains the legal right to inspect the papers of any IC or subcontractor employee who
performs work under this Agreement to ensure that IC or any subcontractor is compliant
with the warranty under Section 9(a) above.

d. City may conduct random inspections, and upon request of City, IC will provide copies of
papets and records of IC demonstrating continued compliance with the warranty under
Section 9(a) above. IC agrees to keep papers and records available for inspection by City
during normal business hours and will cooperate with City in the exercise of its statutory
duties and not deny access to its business premises or applicable papers or records for the
purposes of enforcement of this section.

e. IC agrees to incorporate into any subcontracts under this Agreement the same obligations
imposed upon IC and expressly accrue those obligations directly to the benefit of City. IC
also agrees to require any subcontractor to incorporate into each of its own subcontracts
under this Agreement the same obligations above and expressly accrue those obligations
to the benefit of City.

f. IC’s warranty and obligations under this section to City is continuing throughout the term
of this Agreement or until such time as City determines, in its sole discretion, that Arizona
law has been modified in that compliance with this section is no longer a requirement.

g. The “E-Verify Program” above means the employment verification program administered
by the United States Department of Homeland Secutity, the Social Security
Administration, or any successor program.

CONFLICT. IC acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any petson who is significantly involved in
initiating, negotiating, securing, drafting, or creating the Agreement on City’s behalf is also an
employee, agent, or consultant of any other party to this Agreement.

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12.

13.

14.

15.

16.

INDEMNIFICATION.

a. To the fullest extent permitted by law, IC must defend, indemnify, and hold harmless City
and its elected officials, officers, employees and agents (cach, an “Indemnified Party,”
collectively, the “Indemnified Parties”), for, from, and against any and all claims, demands,
actions, damages, judgments, settlements, personal injury (including sickness, disease,
death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and
litigation expenses (each a “Demand or Expense;” collectively, “Demands or Expenses”)
asserted by a third-party (i.e. a person or entity other than City or IC) and that arises out
of or results from the breach of this Agreement by IC or IC’s negligent actions, errors ot
omissions (including any subcontractor or other person or firm employed by IC), whether
sustained before or after completion of the tasks and services described in Section 1 of
this Agreement.

b. This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party’s negligence or breach of a responsibility under this
Agreement, but in that event, IC will be liable only to the extent that Demand or Expense
results from the negligence or breach of a responsibility of IC or of any person or entity
for whom IC is responsible.

c. IC is not required to indemnify any Indemnified Parties for, from, or against any Demand
ot Expense resulting from the Indemnified Party’s sole negligence or other fault solely
attributable to the Indemnified Party.

INTEGRATION. This Agreement contains, except as stated below, the entire Agreement
between City and IC and supersedes all prior conversations and negotiations between the
patties regarding this Agreement.

COMPLIANCE WITH LAW. IC must comply with all applicable federal, state, and local
laws and regulations, including all laws and regulations governing music and performance
licensing fees.

SURVIVAL. Except as specifically provided otherwise in this Agreement, each warranty,
reptesentation, indemnification and hold harmless provision, insurance requirement, and
every other right, remedy and responsibility of City and IC will survive the termination of this
Agreement.

SEVERABILITY. If any provision of this Agreement is voided or found unenforceable, that

determination will not affect the validity of the other provisions, and the voided or
unenforceable provision will be reformed to conform to applicable law.

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ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

(SEAT)

Michael D. Bailey
City Attorney

CITY OF GLENDALE,

an Arizona municipal corporation

Daniel Sabillon
Deputy Director, Economic Development

KEE

Jostber Haake

Secretary /Treasurer

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EXHIBIT A
SCOPE OF WORK

Project: Phoenix Brass Collective Chamber Music Development Project

Dates and times: February 8, 2024

Description:

Phoenix Brass Collective will perform this project on Thursday, February 8, 2024 at Glendale
Community College. The Phoenix Brass Collective will disseminate materials to students in the fall
of 2023. Follow-up with the directors will occur in December and again in January to answer any
questions that may arise, as well as to finalize registration. The evening of February 8th will begin at
6:00pm and will consist of a one-hour clinic and reading session with the high school students, GCC
brass students, and members of the Phoenix Brass. From 7:00-7:30pm, faculty and students from
GCC will have the opportunity to address the high school participants and answer questions
regarding careers in music and the next steps the high school musicians may take. The evening
concert will begin at 7:30 and will include a piece performed side-by-side with students from GCC.
These events will be free and open to the public, and will be advertised through GCC, participating
schools, the Phoenix Brass Collective, Google ads, as well as various advertising mediums in
Glendale.

IMPORTANT REQUIREMENT:

As a condition for release of funds, IC must provide a detailed, finalized schedule of grant-funded
events including titles of events/performances, descriptions (with promotional photos/images if
applicable), locations, dates & times. The schedule of events must be sent by email to Daniel
Sabillon DSabillon@glendaleaz.com at least 45 days prior to the start of event(s).

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