Agreement with The Phoenix Theatre Company
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1 6/27/2024 PERSONAL SERVICES CONTRACT FY 2024-25 Performing Arts Grant Program This Personal Services Contract for the FY 2024-25 entered into this , 2024 (Effective Date) between the CITY OF GLENDALE, an Arizona and The Phoenix Theatre Company, an Arizona nonprofit corporation Independent Contractor 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 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 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. 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 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 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. invoice documenting the time(s) and location(s) of all Services provided under this Agreement has been submitted to the City for review. 5. financial support in press releases, project programs, advertisements or any other marketing materials, including any photographs or other content posted 2 6/27/2024 on any social media site (e.g., Facebook, Twitter, Snap Chat, Instagram, etc.) with the following credit project) is funded by a City of Glendale Performing Arts Grant 6. 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. 7. 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 report and pay all city, county, and state privilege (sales) and exercise taxes. 8. COMPENSATION. The IC acknowledges and agrees that because it is providing the Services unde ensation if required by State law. 9. 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. 10. 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. 11. UYGHUR FORCED LABOR PREVENTION ACT (UFLPA). IC certifies that it, consistent with A.R.S. § 35-394, does not currently, and during the term of this Agreement, will not use: a. b. China; and c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services 12. 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. 13. IMMIGRATION LAW COMPLIANCE. 3 6/27/2024 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 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 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. 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. - United States Department of Homeland Security, the Social Security Administration, or any successor program. 14. 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 consultant of any other party to this Agreement. 15. INDEMNIFICATION. a. To the fullest extent permitted by law, IC must defend, indemnify, and hold harmless City and its elected judgments, settlements, personal injury (including sickness, disease, death, and bodily harm), property damage (including loss of use), infringement, governmental action and all other losses ed by a third-party (i.e. a person or entity other than 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. 4 6/27/2024 b. This indemnity and hold harmless provision applies even if a Demand or Expense is in part due ch 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 or the Indemnified Party. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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.) 5 6/27/2024 The parties enter into this Agreement effective as of the date shown above. City of Glendale, an Arizona municipal corporation _____________________________________ By: Jessi Pederson Its: Director ATTEST: Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney The Phoenix Theatre Company, an Arizona nonprofit corporation ________________________________ By: Amy Steinmetz Its: Director 6 6/27/2024 EXHIBIT A SCOPE OF WORK Project: Partners That Heal. Dates and times: Summer, 2025 Description: The only program of its kind in the United States, the Partners That Heal are a troupe of professional theatre actors specially trained in the art of improvisation interventions. The overarching goal of the Partners That Heal program is to enhance the culture of communication between medical providers and their patients through bedside visits, at which we employ improvisation techniques. Partners also obtain tactical information about patients during visits, which can be shared with hospital staff to better connect and serve ospital teams that have worked with PTH report consistent and significantly improved patient communication directly following a team visit. 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).