Agreement with Arizona Broadway Theatre

Docusign Envelope ID: 38ABB25B-A99D-4C29-89DA-459FF0D4621F

C24-0785

PERSONAL SERVICES CONTRACT
FY 2024-25 Performing Arts Grant Program

This Personal Services Contract for the FY 2024-25 Performing Arts Partnership Program (“Agreement”) is
entered into this 10th day of September, 2024 (Effective Date) between the CITY OF GLENDALE, an
Arizona municipal corporation (“City”) and Arizona Broadway Theatte, (“Independent Contractor” or“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

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

Be RELATIONSHIP OF PARTIES. IC certifics that IC is an independent business cntity or solc
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 under 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 personnel. Neither Party has any
authority to act on behalf of, or to bind the other to any obligation.

55 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 City:

City will pay 50% of the total compensation fee of $4,000.00, upon execution of this Agreement,
and the remaining 50 % within thirty (30) days of the full and satisfactory completion of the Services;
or

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

‘Lhe 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.

5s 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.”

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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 agrees that because it is providing 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 agrees 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 subcontractor to be bound to the same requirements 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.

UYGHUR FORCED LABOR PREVENTION ACT (UFLPA). IC certifies that it, consistent with
A.RS. § 35-394, does not currently, and during the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China; and

c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

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 4 must be refunded in full
upon submission of the written notice to terminate.

IMMIGRATION LAW COMPLIANCE.

a. IC, and on behalf of any subcontractor, warrants, to the extent applicable under A.R.S. § 41-4401,
compliance with all federal immigration laws and regulations that relate to their employees as well

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as compliance with A.R.S. § 23-214(A) which requires registration and participation with the E-
Verity Program.

b. Any breach of warranty under Section 13(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 13(a) above.

d. City may conduct random inspections, and upon request of City, IC will provide copies of papers
and records of IC demonstrating continued compliance with the warranty under Section 13(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 Security, 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 person 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.

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 (each, 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 (ie. 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 or 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

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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 or
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 parties 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,
representation, 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.

EXHIBIT. The following exhibit, with reference to the term in which it is first referenced, is
incorporated by this reference.

Exhibit A Scope of Work

(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey
City Attorney

City of Glendale,

an Arizona municipal corporation

By: Jessi Pederson
Its: Director

Atizona Broadway Theatre,
an Independent Contractor
‘Signed by:

[ Stepien Kolendorf — 8/7/2024

TAC2BB38F 20E474-—

By: Stephen Hohendorf
Its: Director

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EXHIBIT A
SCOPE OF WORK

Project: Arizona Broadway Theatre's Theatre for Young Audiences.
Dates and times: December 2024 and February 2025

Description:

Our Theatre for Young Audiences (TYA) performances provide many kids in our community their first
exposure to live theatre performances. A typical TYA scason for us includes three 30-60 minute musicals. In
the 2024/2025 season we are thrilled to be presenting a total of 4 productions as we have seen the need for
more offerings grow in the past few years. We tour some of these productions to local libraries and schools in
Glendale free-of-charge in addition to presenting them in our home theater space. Every performance
includes a talk-back with the actors where the audience can ask questions about anything they saw on stage.
For school groups, we offer classroom work and study guides that correspond with the specific show they’re
seeing. We also provide these young theatergoers with theatre etiquette training. We always present these
performances at Glendale Foothills and Glendale Main Libraries.

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 Chris Taylor
ctaylor@glendaleaz.com at least 45 days prior to the start of event(s).

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