RE 2021-0511.2 Coppell Arts Center MOURESOLUTION NO. 2021-0511.2
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING
THE TERMS AND CONDITIONS OF A MEMORANDUM FOR
UNDERSTANDING BY AND BETWEEN THE CITY OF COPPELL,
TEXAS, AND THE COPPELL ARTS, CULTURAL & HERITAGE
FOUNDATION, INC.; AUTHORIZING ITS EXECUTION BY THE CITY
MANAGER; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has been presented a Memorandum of Understanding by and
between the City of Coppell, Texas, a home rule municipality and Coppell Arts, Cultural &
Heritage Foundation, Inc., a Texas non-profit corporation, a copy of which is attached hereto and
incorporated herein as Exhibit A; and
WHEREAS, upon full review and consideration of the Memorandum of Understanding,
and all matters related thereto, the City Council is of the opinion and finds that the terms and
conditions thereof should be approved, and that the City Manager should be authorized to execute
the Agreement on behalf of the City of Coppell, Texas;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
SECTION 1. That the Memorandum of Understanding (MOU) by and between the City of
Coppell and the Coppell Arts, Foundation, Inc. concerning a board and general operation
cooperative agreement, found to be acceptable and in the best interest of the City and its citizens, be,
and the same is hereby, in all things approved, and the City Manager is hereby authorized to execute
said MOU on behalf of the City of Coppell, Texas, attached hereto and incorporated herein as
Exhibit A.
SECTION 2. That this Resolution and the MOU are hereby approved by the affirmative
vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly
scheduled meeting of the City Council.
SECTION 3. That this Resolution shall become effective immediately from and after its
passage.
1 TM 121496
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the //* day of 12021.
TO FORM:
ROBERT E. HAGER/QlTY ATTORNEY
CITY OF COPPELL, TEXAS
WES MAYS, MAYOR
ATTEST:
Aj �j I j 0.. Lj—
ASHLEY OJENS, CITY SECRETARY
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EXHIBIT "A"
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MEMORANDUM OF UNDERSTANDING
BETWEEN
COPPELL ARTS, CULTURAL, & HERITAGE FOUNDATION
AND
THE CITY OF COPPELL
THIS MEMORANDUM OF UNDERSTANDING is made this day of May, 2021 between the City of
Coppell, an incorporated municipality in the state of Texas (the "City"), and the Coppell Arts, Cultural, &
Heritage Foundation, a Texas non-profit corporation (the "Foundation"), referred to collectively as the
"Parties", for the purpose of acknowledging and defining their mutually beneficial relationship to support the
Coppell Arts Center (the "Center"), a division of the City.
RECITALS
WHEREAS, the City and the Foundation share in the goal of supporting the arts as a means of enriching
the lives of the City of Coppell's citizens through their mutual support of the Center and the many resident
artists and organizations that call the City of Coppell home;
WHEREAS, the City and the Foundation view the Center as a vital component of the City's Vision 2030
and Vision 2040 citizen -based planning processes contributing to ensure that the City of Coppell always
remains "A Family Community for a Lifetime";
WHEREAS, the City recognizes the Foundation as an independent non-profit corporate entity, to educate
and activate the community and to provide charitable and other support for the Center;
WHEREAS, the City owns, operates, and maintains the land and facilities which constitute the Center
located at 505 Travis Street, in Coppell, Texas 75019 and provides for the staffing and operations of the
Center; and
WHEREAS, the City and Foundation desire to work together in good faith and in the spirit of maintaining a
collaborative relationship to jointly support the Center as an important cultural asset of the community and
intend this Memorandum of Understanding to facilitate this important effort,
NOW, THEREFORE, the Parties wish to express their shared general understanding relevant to the Center,
and they acknowledge the following:
A. FOUNDATION RESPONSIBILITIES
1. ADMINISTRATIVE
1.1 The Foundation is organized and shall operate in such a manner that will retain the
Foundation's legal status as a tax-exempt, Texas non-profit organization pursuant to section
501(c)(3) of the Internal Revenue Code, or any successor statute.
1.2 The Foundation's primary point of contact for interaction with the City will be the
Foundation's Board President.
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1.3 Any current or future investment accounts or funds held or managed by the Foundation will
remain within the sole control and management of the Foundation.
1.4 The Foundation may contract with consultants and vendors and/or hire their own staff to
fulfill the Foundation's mission and organizational goals.
1.5 The Foundation will have its own budgets, accounts, and financial accounting that will be
managed by the Foundation and will not be the responsibility of the City.
1.6 The Foundation will endeavor to comply with all tax laws and regulations applicable to a
non-profit IRS Section 501(c)(3) entity.
2. MARKETING
2.1 The Foundation will apply its best efforts in utilizing its marketing channels and resources
to promote the Center on its website, social media platform, e-mail marketing campaigns, and
through the distribution of promotional materials, and onsite signage. The Foundation will be the
sole owner of its intellectual property.
2.2 The Foundation will license to the City use of the Foundation's photo, video, and audio
marketing assets for use in marketing or promoting the Center to the extent permissible by the
agreements for any licensed content. The Foundation expects and will utilize its best efforts to
negotiate an Intellectual Property Licensing Agreement with the City to facilitate this process. The
Foundation will endeavor to comply with the City's branding standards in a manner that favors and
compliments the City's image.
2.3 The Foundation acknowledges the importance of adhering to its branding standards and
communication policies when creating marketing and advertising material relating to the Center.
2.4 The Foundation will inform the City of any events it seeks to plan and hold at the Center in
order to avoid event scheduling conflicts.
2.5 The Foundation will act as primary spokesperson to the media for all matters affecting the
Foundation's business and operations.
3. FOUNDATION FUNDING OF PROGRAMS/GRANTS
3.1 The Foundation intends to solicit funds and financial support from a variety of entities and
persons and in a variety of forms such as sponsorships and in-kind gifts.
3.2 The Foundation will annually create the Foundation's budget, determine strategy for
programs and activities for the Center that the Foundation will fund, and will communicate the
results of this process to the City.
3.3 To the extent that the Foundation desires to fund the Foundation through grants, the
Foundation may, at its discretion, apply for non -municipal or non-governmental grants from time to
time. If the Foundation desires to apply for grants from local, state, or federal governmental entities,
the Foundation will first confer with the City of this intent and will engage in good faith consultation
with the City's Grants Committee to determine the propriety and feasibility of any such grants. Any
grants that will be considered "pass-through grants" that will directly affect the Center will only be
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applied for in consultation and agreement with the City and a separate pass-through agreement
negotiated and agreed upon by the Parties.
B. CITY RESPONSIBILITIES
1. ADMINISTRATIVE
1.1 The City's primary point of contact for interaction with the Foundation will be the Center's
Managing Director.
1.2 Financial transactions between the City and the Foundation will be contemporaneously
memorialized in standard business and accounting documents customary to such
transactions.
1.3 The Center will have its own budgets, accounts, and financial accounting that will be
managed by the City and will not be the responsibility of the Foundation.
1.4 The City will be responsible for ensuring that the Center and the Property are in compliance
with the City's Code of Ordinances, Zoning Ordinance and all other local, state and federal
laws.
1.5 Upon reasonable written notice, the City may audit the books and records of the
Foundation insofar and only insofar as such books and records relate or pertain directly to
this Agreement. Such audit shall be conducted at the office of the Foundation or some
other reasonable location agreed upon between the Parties, shall be during normal
business hours, and shall be at the sole cost and expense of the City in conducting the
audit.
2. MARKETING
2.1 The City will be the primary spokesperson to the media for all matters relating to the Center
2.2 The City will apply its best efforts in utilizing its marketing channels and resources to
promote the Center on its website, social media platform, e-mail marketing campaigns, and through
the distribution of promotional materials and onsite signage. The City will be the sole owner of all
intellectual property for the Center.
2.3 The City will license to the Foundation use of the Center's photo, video, and audio
marketing assets for use in marketing or promoting the Center to the extent permissible by the
agreements for any licensed content. The City expects and will utilize its best efforts to negotiate
an Intellectual Property Licensing Agreement with the Foundation to facilitate this process.
2.4 The City will make a good faith effort to coordinate its marketing calendar and fundraising
campaign efforts with the Foundation to serve the best interests of the Center.
2.5 The City will advise the Foundation of availability of facilities and dates of events it intends
to plan and hold at the Center to avoid event scheduling conflicts.
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3. FOUNDATION -FUNDED PROGRAMS FOR THE CENTER
3.1 With respect to Programs conducted and funded by the Foundation (i.e., a Master Class,
educational offering, engagement opportunity, etc.) at the Center, the Parties acknowledge that the
City will be the signatory and contract holder for all artist agreements for all such Foundation -funded
Programs, and, except for payment of expenses to be funded by the Foundation, the City will be
the obligor under all such artist agreements.
3.2 With respect to Events conducted and funded by the Foundation (i.e., annual fundraising
Gala, donor appreciation event, etc.) at the Center, the Parties acknowledge that the City will be
the signatory and contract holder for all artist agreements for all such Foundation Events, and the
payment of expenses to be funded by the Foundation. The Parties also acknowledge that, with
respect to Foundation Events, the Foundation will be the signatory and contract holder for all other
event expenses (i.e. catering, photographer, rentals, etc.).
3.3 The City and the Foundation acknowledge the importance of communicating the
requirements imposed by any one particular Foundation -funded Program or Event to ensure each
Party fully understands and accepts an allocation of costs and services in advance of the Program
or Event and as part of the planning process for all such activities.
C. JOINT RESPONSIBILITIES
1. DONOR DEVELOPMENT
1.1 The City will be responsible for leading all donor efforts pertaining to capital and City assets
(e.g. seating, performance halls, building -related materials and fixtures).
1.2 The Foundation will be responsible for leading all donor efforts pertaining to non -capital
assets (e.g., operational services, education programs, entertainment programming,
Foundation funded community engagement).
1.3 The Foundation will confirm with the City the feasibility of any significant sponsorship
agreement prior to the Foundation's acceptance or execution of such a sponsorship
agreement.
1.4 The Parties will endeavor to coordinate the development of the Center's Privacy and
Information Use Policies.
1.5 The Foundation may start and maintain a membership program for the Center in
coordination with the City.
1.6 The City will endeavor to coordinate with the Foundation on all sponsorship and donor
packages where both Parties are proposed to offer benefits to donors who participate in
supporting the Center at varying levels. The Parties will agree to certain donor policies that
will be contained in a Joint Donor Policy.
2. FUNDRAISING EVENTS
2.1 The Foundation may conduct its fundraising events and activities offsite or at the Center
as the Foundation might deem appropriate and based upon the Center's availability.
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COPPELL
A R
T5 CENTER
2,1 The Fouldatkz may 1s fundralslng everts and artivft es oftsile or at tho Centfir
as the Foundstion migH da.9m aprrnpHate and based upon Ute Gertei's avaiilabifiy,
1"i Tho City will emideavor to meet with tbe Fourcatfian upcn the recc;pt of a reasDrabk,
requiast to ensure; trio basi (,Nprpsts of the Ceriler are to lng addressad and MH endeavor to
comrnu,nkcatefreely and regularly w4n the �,Fc,,.mdalinmi temird thiq and,
12 The City w fi provide a sieparaile Pik on the C fty's website For Via clorn(kvis,
but in nic event srailii CR.y receiVe 0,- M&Idgie, any' lLnds of Ahe Foundation,
I'll 'ria Parties AR enter into a separate Facilr e.q Use Agreement mtdch ';hey acknowiedge
%46V contrel J'ie FOLlil,Jai[on's use, of the Genter for FouridaUon everqs and prograrns,
1.2 The Partios acknowledge 9aCiity Mel manage and ,,=!ffiirM1Q all elvent kNisticrs Hiat occur
within the Center, 'ret,id:'np, by way of exampile, produclion, markefling and Uckeling, secj(ty,
cvstcdlal, ard parkiirg bervices.
E. STATE'MENT'OF Wul!���
1.1 Tho City and Fcundatton acknicyoAledice the central ;Mpartanc4- that the Center hai in
fullfilfing V,*oAskon of being a "Fairrilly Coninnunfty for a Ljfet'me" by incransing aoess to and pubfic
marpqess of thp airls, wfnleofribrac4ig :he dch Mver'sity of the Oty of Coppeilt's clUze ns..
12 Time Partes acknowlewdige ard agree that the futuire agireenient's and rzoperatim shafl be
merT1MS1iZBd til specific., agreenments andlor amen0marts to this 1%4011J. M changes, additionis ex
drub nitinins tc Wie praviisicis of tKs, tIJ:shatl IrerdiLwed to wrilinig and Mr
yrtinq on behatf of leech at
tktoskji,ratures hereto,
F-iffi 01 1.,kTpjVJ 4 �#0 144 4 i3
City of Crops P I
By:-%-
M*e Land, City Manager,
(1ty of CappAil
255 Parkway Bfvd.
Copipe 11, TX 7,50 19,
Dato Slpned: April ._, 2021
Coppell Arts, Cultural, & Hleritage Fo undafion
fm
Penelope Fn,,tr Pr slid,
Copp enter Founda�lfon
qp, eH Arts
pefl Arts
535 Travis St,,
Coppefl, TX 7:5019
Date Siigne& 0— 1021
T 12238S� Pa e,