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Contract for Services: Coppell Arts CouncilFSTATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Arts Council ("Coppell Arts Council"). WITNESSETH: WHEREAS, Coppell Arts Council is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing artistic, educational, and cultural opportunities; and WHEREAS, the Coppell Arts Council's productions and work encourages community involvement and tourism in the City, and the City has an interest in promoting activities to receive the cultural and economic benefits associated therewith; and WHEREAS, it is the City's desire to encourage and promote the arts. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Coppell Arts Council covenants and agrees that it shall: (a) Enter leases of a two-year term with artists to display works of art, including outdoor sculptures, within the City limits to be displayed in areas accessible to the public. (b) Provide high quality public art displays to the local community, either at a reasonable cost or free of charge. (c) Install and maintain the necessary infr astructure to display the procured public art, including concrete pads and informational displays. (d) Submit detailed quarterly financial statements an d program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. III. COMPENSATION For the specific public art exhibit presented to the governing body, the City shall pay Coppell Arts Council the sum of Twenty -Seven Thousand and No/100 Dollars ($27,000.00). Such sum shall be paid upon CONTRACT FOR SERVICES —Page 1 of 7 receipt of this signed Contract and after October 1, 2021, provided Coppell Arts Council is not then m default of this Contract. IV. INDEMNIFICATION (a) COPPELL ARTS COUNCIL AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY COPPELL ARTS COUNCIL OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITYOWED BYCOPPELL ARTS COUNCIL. Coppell Arts Council covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, Judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Coppell Arts Council under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Coppell Arts Council, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Coppell Arts Council, or any other person or entity for whom Coppell Arts Council is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY HIND. Coppell Arts Council shall promptly advise the City in writing of any claim or demand against any Coppell Person or Coppell Arts Council related to or arising out of Coppell Arts Council' activities under this Contract and shall see to the investigation and defense of such claim or demand at Coppell Arts Council' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Coppell Arts Council of any of its obligations hereunder. The provisions of this defense, indemnity, an d hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. CONTRACT FOR SERVICES —Page 2 of 7 V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other parry hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Coppell Arts Council has failed at the time of such cancellation and termination to provide all of the services set forth herein, Coppell Arts Council shall refund to the City that portion of funds paid to Coppell Arts Council under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Coppell Arts Council shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Coppell Arts Council and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuan t to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of Coppell Arts Council shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, Coppell Arts Council shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and Coppell Arts Council shall make such periodic reports to the City, as provided for herein, listing the expenditures made by Coppell Arts Council from the funds provided by the City. The approval of Coppell Arts Council' annual budget creates a fiduciary duty in Coppell Arts Council with respect to the funds provided by the City under this Contract. The funds paid to Coppell Arts Council pursuan t to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Coppell Art s Council shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth CONTRACT FOR SERVICES —Page 3 of 7 (30"') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Coppell Arts Council shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by Coppell Arts Council of the funds paid to Coppell Arts Council under this Contract; and (b) a year-to-date report of the expenditures made by Coppell Arts Council of the funds paid to Coppell Arts Council under this Contract (and if this Contract is terminated prior to its expiration, Coppell Arts Council shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof, and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Coppell Arts Council shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Coppell Arts Council' fiscal year, Coppell Arts Council shall provide the City with a financial statement signed by the Chairman of Coppell Arts Council Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Coppell Arts Council income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. Due to the size of the organization, it may be cost prohibitive to engage a CPA for a full audit. The Coppell Arts Council may instead engage a CPA to perform a review after notifying the City and receiving written confirmation that a review engagement is acceptable. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Coppell Arts Council is that of independent contractor, and the City and Coppell Arts Council by the execution of this Contract do not change the independent status of Coppell Arts Council. Coppell Arts Council is an independent contractor, and no term or provision of this Contract or action by Coppell Arts Council in the performance of this Contract is intended nor shall be construed as making Coppell Arts Council the agent, servant or employee of the City, or to create an employer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which Coppell Arts Council performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Coppell Arts Council may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for mediate terminati immediate on of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to an d shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOIN T ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Coppell Arts Council are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. CONTRACT FOR SERVICES —Page 4 of 7 XI. NON-DISCRIMINATION During the term of this Contract, Coppell Arts Council agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Coppell Arts Council shall observe and abide by, and this Contract is subj ect to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in ,any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Coppell Arts Council agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. CONTRACT FOR SERVICES —Page 5 of 7 The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Coppell Arts Council' address: Wheelice Wilson President Coppell Arts Council 157 S. Moore Road Coppell, TX 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and Coppell Arts Council and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract maybe amended only by written instrument signed by both the City and Coppell Arts Council. CONTRACT FOR SERVICES —Page 6 of 7 IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY By: D TEXAS Manager City Secretary CONTRACT FOR SERVICES —Page 7 of 7 COPPELL ARTS COUNCIL By: ATTEST: By: (printed name, title) (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACIV VVLSERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Family YMCA ("Coppell Family YMCA"). WITNESSETH: WHEREAS, Coppell Family YMCA is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing emotional and physical abuse information, referral and assistance to the citizens within the City; and WHEREAS, the success or failure of Coppell Family YMCA purposes and objectives has a direct impact on the health, comfort, and welfare of the citizens of the City; and WHEREAS, the City has full power of local self-government, has authority to contract with other persons, has authority to adopt regulations that are for the good government, peace, and order of the City, has authority to enforce laws reasonably necessary to protect the public health, is authorized pursuant to Section 150.002, Texas Human Resources Code, to provide housing, food, clothing, and day care services on its own or by contract, and the services provided by Coppell Family YMCA hereunder are in the public interest and are for, constitute and serve a public purpose in promoting the health and welfare of the citizens of the City. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Coppell Family YMCA covenants and agrees that it shall: (a) Provide individual an d group memberships for Coppell citizens that otherwise would not be able to participate in the programs offered. (b) Provide programs including swim instruction and exercise, group exercise, and personal training. (c) Provide services an d programs for the youth population in Coppell including child care for members, day camps, and youth sports. CONTRACT FOR SERVICES —Page 1 of 7 (d) Provide services and programs for the teen population in Coppell, including drug and alcohol awareness and prevention. (e) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. III. COMPENSATION For the operation and provision %J the services, projects and programs of Coppell Family YMCA as described herein, the City shall pay Coppell Family YMCA the sum of Thirty Thousand and No/ 100 Dollars ($30,000.00). Twenty Thousand contribution and Ten Thousand one-time payment. Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided Coppell Family YMCA is not then in default of this Contract. IV. INDEMNIFICATION (a) COPPELL FAMILY YMCA AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY COPPELL FAMILY YMCA OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY COPPELL FAMILY YMCA. Coppell Family YMCA covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMII.,ESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Coppell Family YMCA under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Coppell Family YMCA, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Coppell Family YMCA, or any other person or entity for whom Coppell Family YMCA is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. CONTRACT FOR SERVICES —Page 2 of 7 Coppell Family YMCA shall promptly advise the City in writing of any claim or demand against any Coppell Person or Coppell Family YMCA related to or arising out of Coppell Family YMCAs' activities under this Contract and shall see to the investigation and defense of such claim or demand at Coppell Family YMCA' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Coppell Family YMCA of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other parry hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Coppell Family YMCA has failed at the time of such cancellation and termination to provide all of the services set forth herein, Coppell Family YMCA shall refund to the City that portion of funds paid to Coppell Family YMCA under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Coppell Family YMCA shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Coppell Family YMCA and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of Coppell Family YMCA shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, Coppell Family YMCA shall submit for the City's reviev�� a budget showing the use of the City's funds provided pursuant to this Contract, and Coppell Family YMCA shall CONTRACT FOR SERVICES —Page 3 of 7 make such periodic reports to the City, as provided for herein, listing the expenditures made by Coppell Family YMCA from the funds provided by the City. The approval of Coppell Family YMCA's annual budget creates a fiduciary duty in Coppell Family YMCA with respect to the funds provided by the City under this Contract. The funds paid to Coppell Family YMCA pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Coppell Family YMCA shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30'') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Coppell Family YMCA shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by Coppell Family YMCA of the funds paid to Coppell Family YMCA under this Contract; and (b) a year-to-date report of the expenditures made by Coppell Family YMCA of the funds paid to Coppell Family YMCA under this Contract (and if this Contract is terminated prior to its expiration, Coppell Family YMCA shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Coppell Family YMCA shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Coppell Family YMCA's fiscal year, Coppell Family YMCA shall provide the City with a financial statement signed by the Chairman of Coppell Family YMCA Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Coppell Family YMCA income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Coppell Family YMCA is that of independent contractor, and the City and Coppell Family YMCA by the execution of this Contract do not change the independent status of Coppell Family YMCA. Coppell Family YMCA is an independent contractor, and no term or provision of this Contract or action by Coppell Family YMCA in the performance of this Contract is intended nor shall be construed as making Coppell Family YMCA the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which Coppell Family YMCA perforans the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Coppell Family YMCA may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance CONTRACT FOR SERVICES —Page 4 of 7 of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Coppell Family YMCA are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, Coppell Family YMCA agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Coppell Family YMCA shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party CONTRACT FOR SERVICES —Page 5 of 7 of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Coppell Family YMCA agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Coppell Family YMCA's address: Willie Lees Executive Director/Vice President of Operations Coppell Family YMCA 146 Town Center Blvd. Coppell, TX 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. This Contract represents the Coppell Family YMCA and supers written or oral. This Contract may Coppell Family YMCA. XIX. ENTIRE AGREEMENT entire and integrated contract and agreement between the City and ides all prior negotiations, representations and/or agreements, either be amended only by written instrument signed by both the City and CONTRACT FOR SERVICES —Page 6 of 7 IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY OF C��P�LL, TEXAS By: ty City Secretary ��� � . ., P ,. '���iriiiii��``�`. CONTRACT FOR SERVICES —Page 7 of 7 By: COPPELL FAMILY YMCA Willie Lees, Executive Director/Vice President of Operations ATTEST: By: (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Woven Health Clinic ("Woven"). WITNESSETH: WHEREAS, Woven is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing information, referral and healthcare assistance to the citizens within the City; and WHEREAS, the success or failure of Woven's purposes and objectives has a direct impact on the health, comfort, and welfare of the citizens of the City; and WHEREAS, the City has full power of local self-government, has authority to contract with other persons, has authority to adopt regulations that are for the good government, peace, and order of the City, has authority to enforce laws reasonably necessary to protect the public health, is authorized pursuant to Section 150.002, Texas Human Resources Code, to provide housing, food, clothing, and day care services on its own or by contract, and the services provided by Woven hereunder are in the public interest and are for, constitute and serve a public purpose in promoting the health and welfare of the citizens of the City. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Woven covenants and agrees that it shall: (a) Provide clinical services to allow access to medical care to uninsured individuals. (b) Provide specialty clinic services for patients with complex medical problems to offer individualized consultations regarding diet and disease management. (c) Provide medical referrals for patients not appropriate for the Woven Health Clinic. (d) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. CONTRACT FOR SERVICES —Page 1 of 7 III. COMPENSATION For the operation and provision of the services, projects and programs of Woven as described herein, the City shall pay Woven the sum of Six Thousand Five Hundred and No/100 Dollars ($6,500.00). Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided Woven is not then in default of this Contract. IV. INDEMNIFICATION (a) WOVEN AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY WOVEN OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY WOVENHEALTH CLINIC. Woven Health Clinic covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Connell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Woven Health Clinic under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Woven Health Clinic, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Woven Health Clinic, or any other person or entity for whom Woven Health Clinic is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, ,invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. CONTRACT FOR SERVICES —Page 2 of 7 Woven Health Clinic shall promptly advise the City in writing of any claim or demand against any Coppell Person or Woven Health Clinic related to or arising out of Woven Health Clinic's activities under this Contract and shall see to the investigation and defense of such claim or demand at Woven Health Clinic's sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Woven Health Clinic of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, retui7l receipt requested, and to the most recent address shovv�i on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Woven has failed at the time of such cancellation and termination to provide all of the services set forth herein, Woven shall refund to the City that portion of funds paid to Woven under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Woven shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Woven and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of Woven shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. CONTRACT FOR SERVICES —Page 3 of 7 VII. ACCOUNTING Prior to adopting its annual budget, Woven shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and Woven shall make such periodic reports to the City, as provided for herein, listing the expenditures made by Woven from the funds provided by the City. The approval of Woven's annual budget creates a fiduciary duty in Woven with respect to the funds provided by the City under this Contract. The funds paid to Woven pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Woven shall maintain complete and accurate financial records of all of its revenues, including, without lunitation, each expenditure of revenue received pursuant to this Contract. By the tlurtieth (30th) day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Woven shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by Woven of the funds paid to Woven under this Contract; and (b) a year-to-date report of the expenditures made by Woven of the funds paid to Woven under this Contract (and if this Contract is terminated prior to its expiration, Woven shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Woven shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Woven's fiscal year, Woven shall provide the City with a fmancial statement signed by the Chairman of Woven's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Woven's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Woven is that of independent contractor, and the City and Woven by the execution of this Contract do not change the independent status of Woven. Woven is an independent contractor, and no term or provision of this Contract or action by Woven in the performance of this Contract is intended nor shall be construed as making Woven the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which Woven performs the services which are described in this Contract. CONTRACT FOR SERVICES —Page 4 of 7 IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Woven may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Woven are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, Woven agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Woven shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. CONTRACT FOR SERVICES —Page 5 of 7 XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either parry to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such parry of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Woven agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the retui7z receipt. If no date is sho��i, the mailed notice shall be deemed conuiluiucated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Woven Health Clinic's address: Lisa Rigby Executive Director Woven Health Clinic One Medical Parkway Plaza 1, Suite 140 Farmers Branch, TX 75234 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each parry hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and Woven and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract maybe amended only by �vi-itten instnament signed by both the CitS� and Woven. CONTRACT FOR SERVICES —Page 6 of 7 IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. By: CITY OF Mike II-� �}:I�[.� CONTRACT FOR SERVICES —Page 7 of 7 By: WOVEN HEALTH CLINIC Lisa Rigby, Executive Director ATTEST: By: (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Community Chorale ("Chorale"). WITNESSETH: WHEREAS, Coppell Community Chorale is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing artistic, educational, and cultural opportunities; and WHEREAS, the Chorale's productions and work encourages community involvement and tourism in the City, and the City has an interest in promoting activities to receive the cultural and economic benefits associated therewith; and WHEREAS, it is the City's desire to encourage and promote the arts, including music performance. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Chorale covenants and agrees that it shall: (a) Provide a series of music education workshops to serve the greater Coppell community. (b) Provide concerts via livestream from the Arts Center throughout 2022. (c) Provide music education for the purpose of developing local amateur and student musicians. (d) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. III. COMPENSATION For the specific public art exhibit presented to the governing body, the City shall pay the Chorale the sum of Four Thousand and No/100 Dollars ($4,000.00). An additional Four Thousand and No/100 Dollars ($4,000) is reimbursable upon receipts of items purchased for production/streaming. Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided the Chorale is not then in default of this Contract. CONTRACT FOR SERVICES —Page 1 of 6 IV. INDEMNIFICATION (a) COPPELL COMMUNITY CHORALE AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY THE CHORALE OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) IIVDEMIVITY OWED BY Chorale. Coppell Community Chorale covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by the Chorale under this Contract; and/or (3) any other act or omission under or in performance of this Contract by the Chorale, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for the Chorale, or any other person or entity for whom the Chorale is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY HIND. Coppell Community Chorale shall promptly advise the City in writing of any claim or demand against any Coppell Person or the Chorale related to or arising out of the Chorale activities under this Contract and shall see to the investigation and defense of such claim or demand at the Chorale sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving the Chorale of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. CONTRACT FOR SERVICES —Page 2 of 6 Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if the Chorale has failed at the time of such cancellation and termination to provide all of the services set forth herein, Coppell Community Chorale shall refund to the City that portion of funds paid to the Chorale under the terms of this Contract in accordance with the following: Prorata funding returned to the City by the Chorale shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of the Chorale and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of the Chorale shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, Coppell Community Chorale shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and the Chorale shall make such periodic reports to the City, as provided for herein, listing the expenditures made by the Chorale from the funds provided by the City. The approval of Coppell Community Chorale's annual budget creates a fiduciary duty with respect to the funds provided by the City under this Contract. The funds paid to the Chorale pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Coppell Community Chorale shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Coppell Community Chorale shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by the Chorale of the funds paid to the Chorale under this Contract; and (b) a year-to-date report of the expenditures made CONTRACT FOR SERVICES —Page 3 of 6 by the Chorale of the funds paid to the Chorale under this Contract (and if this Contract is terminated prior to its expiration, the Chorale shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, the Chorale shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of the Chorale's fiscal year, the Chorale shall provide the City with a fmancial statement signed by the Chairman of the Chorale Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth the Chorale's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. Due to the size of the organization, it may be cost prohibitive to engage a CPA for a full audit. The Coppell Community Chorale may instead engage a CPA to perform a review after notifying the City and receiving written confirmation that a review engagement is acceptable. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and the Chorale is that of independent contractor, and the City and Chorale by the execution of this Contract do not change the independent status of Chorale. The Coppell Community Chorale is an independent contractor, and no term or provision of this Contract or action by the Chorale in the performance of this Contract is intended nor shall be construed as making Coppell Community Chorale the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which the Chorale performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Coppell Community Chorale may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and the Chorale are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a j oint enterprise. XI. NON-DISCRIMINATION CONTRACT FOR SERVICES —Page 4 of 6 During the term of this Contract, Coppell Community Chorale agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Coppell Community Chorale shall observe and abide by, and this Contract is subj ect to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and the Chorale agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: Chorale's address: Mike Land Bethany Henze CONTRACT FOR SERVICES —Page 5 of 6 City Manager President City of Coppell Coppell Community Chorale 255 Parkway Blvd. 157 S. Moore Road Coppell, Texas 75019 Coppell, TX 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and the Chorale and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract maybe amended only by written instrument signed by both the City and Chorale. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY OF By: A' ,. � SPP ��0, � shr�y� � • ': ' _. . =Ui _ '�. �� ,.� � �. i� �►:I,� Manager City Secretary CONTRACT FOR SERVICES —Page 6 of 6 By: ATTEST: By: Chorale (printed name, title) (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Ballet Ensemble of Texas (the "Ballet Ensemble"). WITNESSETH: WHEREAS, the Ballet Ensemble is a private, non-profit organization established under the laws of the State of Texas for the purpose of promoting and supporting dance in North Texas, including the City of Coppell, and providing artistic, educational and cultural opportunities to people of all ages, races and abilities; and WHEREAS, the Ballet Ensemble's productions and work attract tourists to and encourages tourism in the City, and the City has an interest in attracting such tourists and promoting tourism to the area in order to receive the economic benefits associated therewith; and WHEREAS, it is the City's desire to encourage and promote the arts, including dance; and NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Ballet Ensemble covenants and agrees that it shall: (a) Provide training for pre -professionals in the dance field which qualifies young dancers (age 12-18) for scholarships and employment. (b) Provide high quality cultural performances to the local community at a reasonable cost. (c) Submit the program of the 2022 Spring Performance as soon as available. (d) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. CONTRACT FOR SERVICES —Page 1 of 6 III. COMPENSATION As the sponsorship of the 2022 Spring Performance, the City shall pay the Ballet Ensemble the sum of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00). Such sum shall be paid on receipt of this signed Contract and after October 1, 2021, provided the Ballet Ensemble is not then in default of this Contract. IV. INDEMNIFICATION (a) THE BALLET ENSEMBLE AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY THE BALLET ENSEMBLE OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY BALLET ENSEMBLE OF TEXAS. The Ballet Ensemble of Texas covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by the Ballet Ensemble of Texas under this Contract; and/or (3) any other act or omission under or in performance of this Contract by the Ballet Ensemble o,f Texas, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for the Ballet Ensemble of Texas, or any other person or entity for whom the Ballet Ensemble of Texas is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HA�tn�iT.ESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. The Ballet Ensemble of Texas shall promptly advise the City in writing of any claim or demand against any Coppell Person or the Ballet Ensemble of Texas related to or arising out of the Ballet Ensemble of Texas' activities under this Contract and shall see to the investigation and defense of such claim or demand at the Ballet Ensemble of Texas' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving the Ballet Ensemble of Texas of any of its obligations hereunder. CONTRACT FOR SERVICES —Page 2 of 6 The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if the Ballet Ensemble has failed at the time of such cancellation and termination to provide all of the services set forth herein, the Ballet Ensemble shall refund to the City that portion of funds paid to the Ballet Ensemble under the terms of this Contract in accordance with the following: Prorata funding returned to the City by the Ballet Ensemble shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of the Ballet Ensemble and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of the Ballet Ensemble shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, the Ballet Ensemble shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and the Ballet Ensemble shall make such periodic reports to the City, as provided for herein, listing the expenditures made by the Ballet Ensemble from the funds provided by the City. The approval of the Ballet Ensemble annual budget creates a fiduciary duty in the Ballet Ensemble with respect to the funds provided by the City under this Contract. The funds paid to the Ballet Ensemble pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. CONTRACT FOR SERVICES —Page 3 of 6 The Ballet Ensemble shall maintain complete and accurate fmancial records of all of its revenues, including, without limitation, each expenditure or revenue received pursuant to this Contract. By the thirtieth (30`x) day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), the Ballet Ensemble shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by the Ballet Ensemble of the funds paid to the Ballet Ensemble under this Contract; and (b) a year-to-date report of the expenditures made by Ballet Ensemble of the funds paid to the Ballet Ensemble under this Contract (and if this Contract is terminated prior to its expiration, the Ballet Ensemble shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, the Ballet Ensemble shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of the Ballet Ensemble's fiscal year, the Ballet Ensemble shall provide the City with a financial statement signed by the Chairman of the Ballet Ensemble's Board of Directors (or other person acceptable to the CitS�) and audited by an independent Certified Public Accountant, setting forth the Ballet Ensemble's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and the Ballet Ensemble is that of independent contractor, and the City and the Ballet Ensemble by the execution of this Contract do not change the independent status of the Ballet Ensemble. The Ballet Ensemble is an independent contractor, and no term or provision of this Contract or action by the Ballet Ensemble in the performance of this Contract is intended nor shall be construed as making the Ballet Ensemble the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which the Ballet Ensemble performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT The Ballet Ensemble may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contractor any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and the Ballet Ensemble are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. CONTRACT FOR SERVICES —Page 4 of 6 XI. NON-DISCRIMINATION During the term of this Contract, the Ballet Ensemble agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS The Ballet Ensemble shall observe and abide by, and this Contract is subj ect to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which maybe granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and the Ballet Ensemble agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. CONTRACT FOR SERVICES —Page 5 of 6 The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 The Ballet Ensemble of Texas' address: Lisa Slagle Executive Director Ballet Ensemble of Texas 145 Fitness Court Coppell, Texas 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIIL AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and the Ballet Ensemble and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both the City and the Ballet Ensemble. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. By: CITY OF, Mike ATTEST: ,� .�01' ,,,� of y... .��,.: �.' ��hle�i _U � R � ,•� � � � � `\ '� ••• •I..• •�• •� � If�l �►I.I.y Manager City Secretary CONTRACT FOR SERVICES —Page 6 of 6 By: BALLET ENSEMBLE OF TEXAS Lisa Slagle, Director ATTEST: By: (printed name, title) STATE OF TEXAS § § CONTRACT FOR SERVICES COUNTY OF DALLAS § This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Christian Community Action ("CCA"). WITNESSETH: WHEREAS, CCA is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing food, shelter, education, training and spiritual guidance to the citizens within the City; and WHEREAS, the success or failure of CCA's purposes and objectives has a direct impact on the health, comfort, acid «�elfare of the citizens of the Cite; and WHEREAS, the City has full power of local self-government, has authority to contract with other persons, has authority to adopt regulations that are for the good government, peace, and order of the City, has authority to enforce laws reasonably necessary to protect the public health, is authorized pursuant to Section 150.002, Texas Human Resources Code, to provide housing, food, clothing, and day care services on its own or by contract, and the services provided by CCA hereunder are in the public interest and are for, constitute and serve a public purpose in promoting the health and welfare of the citizens of the City. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES CCA covenants and agrees that it shall: (a) Provide support for families in crisis by providing food, housing, and vocational training, and vital personal and spiritual support for low-income residents in Coppell ISD. (b) Serve low-income Coppell ISD children through the Kids Eat Free Summer Program. (c) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. CONTRACT FOR SERVICES —Page 1 of 6 III. COMPENSATION For the operation and provision of the services, projects and programs of CCA as described herein, the City shall pay CCA the sum of Fifteen Thousand and No/100 Dollars ($15,000.00). Such sum shall be paid upon completion of this Contract and after October 1, 2021, provided CCA isnot then in default of this Contract. IV. INDEMNIFICATION (a) CCA AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY CCA OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY CHRISTIAN COMMUNITYACTION. Christian Community Action covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD H�ItML ESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any -and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Christian Community Action under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Christian Community Action, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Christian Community Action, or any other person or entity for whom Christian Community Action is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. Christian Community Action shall promptly advise the City in writing of any claim or demand against any Coppell Person or Christian Community Action related to or arising out of Christian Community Action's activities under this Contract and shall see to the investigation and defense of such claim or demand at Christian Community Action's sole cost and expense. The Coppell Persons shall have the right, at the Coppell CONTRACT FOR SERVICES —Page 2 of 6 Persons' option and at own expense, to participate in such defense without relieving Christian Community Action of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other parry hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if CCA has failed at the time of such cancellation and termination to provide all of the services set forth herein, CCA shall refiuid to the City that portion of funds paid to CCA under the terms of this Contract in accordance with the following: Prorata funding returned to the City by CCA shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of CCA and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition isnot intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of CCA shall have any fmancial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, CCA shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and CCA shall make such periodic reports to the City, as provided for herein, listing the expenditures made by CCA from the funds provided by the City. The approval of CCA's annual budget creates a fiduciary duty in CCA with respect to the funds provided by the City under this Contract. The funds paid to CCA pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City CONTRACT FOR SERVICES —Page 3 of 6 may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. CCA shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), CCA shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by CCA of the funds paid to CCA under this Contract; and (b) a year- to-date report of the expenditures made by CCA of the funds paid to CCA under this Contract (and if this Contract is terminated prior to its expiration, CCA shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, CCA shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of CCA's fiscal year, CCA shall provide the CitS� with a financial statement signed by the Chaii7nan of CCA's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth CCA's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and CCA is that of independent contractor, and the City and CCA by the execution of this Contract do not change the independent status of CCA. CCA is an independent contractor, and no term or provision of this Contract or action by CCA in the performance of this Contract is intended nor shall be construed as making CCA the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which CCA performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT CCA may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and CCA are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. CONTRACT FOR SERVICES —Page 4 of 6 XI. NON-DISCRIMINATION During the term of this Contract, CCA agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS CCA shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW lii the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This. Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and CCA agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. CONTRACT FOR SERVICES —Page 5 of 6 The City of Coppell's address: Christian Community Action's address: City Manager President/Chief Executive Officer City of Coppell Christian Community Action 255 Parkway Blvd. 200 South Mill Street Coppell, Texas 75019 Lewisville, Texas 75057 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authoi7zed officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and CCA and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both the City and CCA. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY By: TEXAS Manager City Secretary CONTRACT FOR SERVICES —Page 6 of 6 CHRISTIAN COMMUNITY ACTION By: Daphne' Adams, Director of Programs ATTEST: By• (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Chamber of Commerce (the "Chamber"). WITNESSETH: WHEREAS, the Chamber is a private, non-profit organization established under the laws of the State of Texas; and WHEREAS, the success or failure of Chamber purposes and objectives has a direct impact on the welfare of the citizens of the City; and NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Chamber covenants and agrees that it shall: (1) Be the contact point for ribbon -cutting ceremonies and communicate with the City regarding these ceremonies and the City's role, if any. (2) Provide a forum for a City Update at each of the eleven (11) monthly Chamber luncheons. (3) Advertise City activities, including parades, meetings and other special events as submitted by the designated City representative in the Chamber's newsletter. (4) Maintain a community calendar and include all City meetings and events that are submitted/uploaded by a City communications representative/employee. (5) As necessary, provide City Council candidate and special election information forums at a special event or monthly luncheon preceding any City election. (6) Other programs agreed upon between the Chamber President and the City throughout the year. (7) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. CONTRACT FOR SERVICES —Page 1 of 8 (8) In recognition at the premier chamber membership level, the City will receive: a. Recognition as a presenting sponsor for the Coppell Chamber Annual Prime Time Business Trade Show including a complimentary display area/table with two (2) participants. b. Two (2) complimentary tables at the Coppell Chamber Member's Choice Awards and Gala. c. Recognition as a presenting sponsor and two (2) complimentary foursomes in the annual golf tournament. d. Six (6) complimentary tickets for each of the ten (10) monthly luncheons. (Does not include Veteran's Day Luncheon. e. Eight (8) complimentary tickets to the CISD New Teacher Breakfast. f. Partner is Education sponsorship &recognition at the Universal Academy Welcome Back Breakfast. g. Sponsored table of six (6) veterans at the Veterans' Day Luncheon plus four (4) additional tickets for City attendees. This totals ten (10) tickets for the luncheon. h. Ten (10) complimentary tickets to the annual Taste of Coppell event with a guaranteed option to purchase up to six (6) additional tickets at the regular price. i. Promotion and advertising of events hosted in Old Town/Main Street Coppell. The Chamber will provide meeting space for the monthly Old Town Committee meeting and a member of the staff to manage all Old Town social media and participate in the Old Town steering committee. j .Recognition as a Diamond Level member of the Coppell Chamber Chairman's Circle on all luncheon banners, table and spider signs as applicable. Recognition also includes all digital promotion of the Chamber Chairman's Circle members including pre -event digital marketing, lobby displays and website. k. Recognition and logo on the Coppell Chamber Relocation Page with a direct link to specific city services. (9) The Chamber shall host the State of the City luncheon listing the Coppell Parks and Recreation Department as a sponsor but will not require a monetary sponsorship. (10) The City will receive all of the benefits of the Chairman's Circle level investment/membership as outlined in the current Tiered Membership Structure, in addition to the aforementioned items. CONTRACT FOR SERVICES —Page 2 of 8 (11) Chamber events and activities utilizing any city facilities or resources will be planned in accordance with the City of Coppell's Special Event Review Committee (SERC) requirements and recommendations. If the event or activity uses City property or facilities, the City will waive fees for the facility, spaces and permits. Appropriate vendor fees (for example food handler permits) for vendors independent of the Chamber will continue to be paid by each vendor for the special event. III. COMPENSATION For the operation and provision of the services, projects and programs of Chamber as described herein, the City shall pay Chamber the sum of Forty -Five Thousand Five Hundred and No/100 Dollars ($45,500.00). Such sum shall be paid upon completion of this contract and after October 1, 2021, provided Chamber is not then in default of this contract. IV. INDEMNIFICATION (a) CHAMBER AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY CHAMBER OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY COPPELL CHAMBER OF COMMERCE. Coppell Chamber of Commerce covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Coppell Chamber of Commerce under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Coppell Chamber of Commerce, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Coppell Chamber of Commerce, or any other person or entity for whom Coppell Chamber of Commerce is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, CONTRACT FOR SERVICES —Page 3 of 8 OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY HIND. Coppell Chamber of Commerce shall promptly advise the City in writing of any claim or demand against any Coppell Person or Coppell Chamber of Commerce related to or arising out of Coppell Chamber of Commerce' activities under this Contract and shall see to the investigation and defense of such claim or demand at Coppell Chamber of Commerce' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Coppell Chamber of Commerce of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Chamber has failed at the time of such cancellation and termination to provide all of the services set forth herein, Chamber shall refund to the City that portion of funds paid to Chamber under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Chamber shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Chamber and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of Chamber shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. CONTRACT FOR SERVICES —Page 4 of 8 VII. ACCOUNTING Prior to adopting its annual budget, Chamber shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and Chamber shall make such periodic reports to the City, as provided for herein, listing the expenditures made by Chamber from the funds provided by the City. The approval of Chamber's annual budget creates a fiduciary duty in Chamber with respect to the funds provided by the City under this Contract. The funds paid to Chamber pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Chamber shall maintain complete and accurate fmancial records of all of its revenues, including, «�ithout limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30th) day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Chamber shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by Chamber of the funds paid to Chamber under this Contract; and (b) a year-to-date report of the expenditures made by Chamber of the funds paid to Chamber under this Contract (and if this Contract is terminated prior to its expiration, Chamber shall provide such reports as set forth above for the period prior to the expiration for which reports.have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Chamber shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Chamber's fiscal year, Chamber shall provide the City with a financial statement signed by the Chairman of Chamber's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Chamber's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Chamber is that of independent contractor, and the City and Chamber by the execution of this Contract do not change the independent status of Chamber. Chamber is an independent contractor, and no term or provision of this Contract or action by Chamber in the performance of this Contract is intended nor shall be construed as making Chamber the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which Chamber performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Chamber may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract CONTRACT FOR SERVICES —Page 5 of 8 without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Chamber are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, Chamber agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Chamber shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such parry of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. CONTRACT FOR SERVICES —Page 6 of 8 XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Chamber agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City's address: Coppell Chamber of Commerce address: City of Coppell Coppell Chamber of Commerce 255 Parkway Blvd. PO Box 452 Coppell, Texas 75019 Coppell, Texas 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and Chamber and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract maybe amended only by written instrument signed by both the City and Metrocrest. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CONTRACT FOR SERVICES —Page 7 of 8 CITY OF C By: Mike L ,City ATTEST: r, TEXAS COPPELL CHAMBER OF COMMERCE City Secretary CONTRACT FOR SERVICES —Page 8 of 8 By: Ellie Braxton-Leveen, President ATTEST: By: (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Community Orchestra ("Orchestra"). WITNESSETH: WHEREAS, Orchestra is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing artistic, educational, and cultural opportunities; and WHEREAS, the Orchestra's productions and work encourages community involvement and tourism in the City, and the City has an interest in promoting activities to receive the cultural and economic benefits associated therewith; and WHEREAS, it is the City's desire to encourage and promote the arts, including music performance. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Orchestra covenants and agrees that it shall: (a) Provide individual and group training for participation in organized public performances or events. (b) Provide high quality cultural performances to the local community, either at a reasonable cost or free of charge. (c) Provide music education for the purpose of developing local amateur and student musicians. (d) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. III. COMPENSATION For the specific public art exhibit presented to the governing body, the City shall pay Orchestra the sum of Fourteen Thousand Eight Hundred and No/100 Dollars ($14,800.00). Such sum shall be paid upon CONTRACT FOR SERVICES —Page 1 of 7 receipt of this signed Contract and after October 1, 2021, provided Orchestra is not then in default of this Contract. IV. INDEMNIFICATION (a) ORCHESTRA AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY ORCHESTRA OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BY ORCHESTRA. Orchestra covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD H.�RMi-ESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the Cit3� of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Orchestra under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Orchestra, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Orchestra, or any other person or entity for whom Orchestra is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY HIND. Orchestra shall promptly advise the City in writing of any claim or demand against any Coppell Person or Orchestra related to or arising out of Orchestra' activities under this Contract and shall see to the investigation and defense of such claim or demand at Orchestra' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Orchestra of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. CONTRACT FOR SERVICES —Page 2 of 7 V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Orchestra has failed at the time of such cancellation and termination to provide all of the services set forth herein, Orchestra shall refund to the City that portion of funds paid to Orchestra under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Orchestra shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Orchestra and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the sei-��ices perfoinled under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of Orchestra shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, Orchestra shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and Orchestra shall make such periodic reports to the City, as provided for herein, listing the expenditures made by Orchestra from the funds provided by the City. The approval of Orchestra' annual budget creates a fiduciary duty in Orchestra with respect to the funds provided by the City under this Contract. The funds paid to Orchestra pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Orchestra shall maintain complete and accurate fmancial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter CONTRACT FOR SERVICES —Page 3 of 7 ending September 30, 2022), Orchestra shall provide the City the following: (a) a detailed fmancial report for the previous quarter listing the expenditures made by Orchestra of the funds paid to Orchestra under this Contract; and (b) a year-to-date report of the expenditures made by Orchestra of the funds paid to Orchestra under this Contract (and if this Contract is terminated prior to its expiration, Orchestra shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Orchestra shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Orchestra' fiscal year, Orchestra shall provide the City with a financial statement signed by the Chairman of Orchestra Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Orchestra income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. Due to the size of the organization, it may be cost prohibitive to engage a CPA for a full audit. The Orchestra may instead engage a CPA to perform a review after notifying the City and receiving written confirmation that a review engagement is acceptable. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Orchestra is that of independent contractor, and the City and Orchestra by the execution of this Contract do not change the independent status of Orchestra. Orchestra is an independent contractor, and no term or provision of this Contract or action by Orchestra in the performance of this Contract is intended nor shall be construed as making Orchestra the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which Orchestra performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Orchestra may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Orchestra are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION CONTRACT FOR SERVICES —Page 4 of 7 During the term of this Contract, Orchestra agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Orchestra shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Orchestra agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. CONTRACT FOR SERVICES —Page 5 of 7 The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Orchestra' address: Vanessa Younts President Coppell Community Orchestra 157 S. Moore Road Coppell, TX 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and Orchestra and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both the City and Orchestra. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. By: CITY Mike Land, `\`�,���rirrrrnr�i �, .� � � �. ��: � ; By: shl�y '�. • '•�.........••'S �: '����'�rr r r rTE►�P��.�� TEXAS Manager City Secretary CONTRACT FOR SERVICES —Page 6 of 7 By: ATTEST: By: ORCHESTRA (printed name, title) (printed name, title) CONTRACT FOR SERVICES —Page 7 of 7 STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Metrocrest Services ("Metrocrest"). WITNESSETH: WHEREAS, Metrocrest is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing information, referral and short term emergency assistance to the citizens within the City; and WHEREAS, the success or failure of Metrocrest's purposes and objectives has a direct impact on the health, comfort, and welfare of the citizens of the City; and WHEREAS, the City has full power of local self-government, has authority to contract with other persons, has authority to adopt regulations that are for the good government, peace, and order of the City, has authority to enforce laws reasonably necessary to protect the public health, is authorized pursuant to Section 150.002, Texas Human Resources Code, to provide housing, food, clothing, and day care services on its own or by contract, and the services provided by Metrocrest hereunder are in the public interest and are for, constitute and serve a public purpose in promoting the health and welfare of the citizens of the City. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES Metrocrest covenants and agrees that it shall: (a) Provide direct material assistance and short term emergency assistance to residents and citizens of the City of which includes: 1) Rent 2) Utilities 3) Food 4) Clothing 5) Transportation Services 6) Other CONTRACT FOR SERVICES —Page 1 of 7 (b) Provide information and referral on health and social service issues to residents and citizens of the City of which includes: 1) Employment Assistance 2) Health and Social Services Referrals 3) Support Group Information (c) Provide indirect assistance to residents and citizens for the City of which includes: (1) Collaboration with others in the community for awareness of need and maximum utilization of resources (2) Community education about issues, needs, and resources (3) Inquiry into the causes of identified problems (4) Participation in the development of plans and strategies to address the causes (5) Provisions of volunteer opportunities for community -wide involvement in the programs of the Metrocrest Services (d) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. III. COMPENSATION For the operation and provision of the services, projects and programs of Metrocrest as described herein, the City shall pay Metrocrest the sum of Ninety Thousand and No/100 Dollars ($90,000.00). Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided Metrocrest is not then in default of this Contract. IV. INDEMNIFICATION (a) METROCREST AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY METROCREST OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. (b) INDEMNITY OWED BYMETROCREST SERVICES. Metrocrest Services covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) CONTRACT FOR SERVICES —Page 2 of 7 representations or warranties by Metrocrest Services under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Metrocrest Services, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Metrocrest Services, or any other person or entity for whom Metrocrest Services is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, ,invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. Metrocrest Services shall promptly advise the City in writing of any claim or demand against any Coppell Person or Metrocrest Services related to or arising out of Metrocrest Services' activities under this Contract and shall see to the investigation and defense of such claim or demand at Metrocrest Services' sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at ovum expense, to participate in such defense without relieving Metrocrest Services of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if Metrocrest has failed at the time of such cancellation and termination to provide all of the services set forth herein, Metrocrest shall refund to the City that portion of funds paid to Metrocrest under the terms of this Contract in accordance with the following: Prorata funding returned to the City by Metrocrest shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of Metrocrest and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. CONTRACT FOR SERVICES —Page 3 of 7 No officer or employee of Metrocrest shall have any fmancial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, Metrocrest shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and Metrocrest shall make such periodic reports to the City, as provided for herein, listing the expenditures made by Metrocrest from the funds provided by the City. The approval of Metrocrest's annual budget creates a fiduciary duty in Metrocrest with respect to the funds provided by the City under this Contract. The funds paid to Metrocrest pursuant to this Conh•act shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. Metrocrest shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), Metrocrest shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by Metrocrest of the funds paid to Metrocrest under this Contract; and (b) a year-to-date report of the expenditures made by Metrocrest of the funds paid to Metrocrest under this Contract (and if this Contract is terminated prior to its expiration, Metrocrest shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the terniination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, Metrocrest shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of Metrocrest's fiscal year, Metrocrest shall provide the City with a financial statement signed by the Chairman of Metrocrest's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth Metrocrest's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and Metrocrest is that of independent contractor, and the City and Metrocrest by the execution of this Contract do not change the independent status of Metrocrest. Metrocrest is an independent contractor, and no term or provision of this Contract or action by Metrocrest in the performance of this Contract is intended nor shall be construed as making Metrocrest the agent, servant or employee of the City, or to create an employer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise CONTRACT FOR SERVICES —Page 4 of 7 discretion or control over the manner in which Metrocrest performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT Metrocrest may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and Metrocrest are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, Metrocrest agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS Metrocrest shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. CONTRACT FOR SERVICES —Page 5 of 7 XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which maybe granted by law. XVI. NOTICES All notices, conmlurucations and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and Metrocrest agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: Mike Land City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Metrocrest Service's address: Tracy Eubanks Chief Executive Officer Metrocrest Services 13801 Hutton Dr., Suite #150 Farmers Branch, Texas 75234 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. CONTRACT FOR SERVICES —Page 6 of 7 XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and Metrocrest and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both the City and Metrocrest. IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY OF By: A � �E6�F'rrrr�� ,``����` OF OP ''�,,��� ,��'; • � , v •' �; O '%,,�rrrTEXP��,�• TEXAS Cite City Secretary CONTRACT FOR SERVICES —Page 7 of 7 By: METROCREST SERVICES Tracy Eubanks, Chief Executive Officer ATTEST: By: (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Children's Advocacy Center For Denton County ("CACDC"). WITNESSETH: WHEREAS, CACDC is a private, non-profit organization established under the laws of the State of Texas for the purpose of providing justice and healing of abused children through interagency cooperation to the citizens within the City; and WHEREAS, the success or failure of CACDC's pwposes and objectives has a direct impact on the health, comfort, and welfare of the citizens of the City; and WHEREAS, the City has full power of local self-government, has authority to contract with other persons, has authority to adopt regulations that are for the good government, peace, and order of the City, has authority to enforce laws reasonably necessary to protect the public health, is authorized pursuant to Section 150.002, Texas Human Resources Code, to provide housing, food, clothing, and day care services on its own or by contract, and the services provided by CACDC hereunder are in the public interest and are for, constitute and serve a public purpose in promoting the health and welfare of the citizens of the City. NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES CACDC covenants and agrees that it shall: (a) Provide justice and healing for abused children by coordinating the investigations, prosecution, treatment and prevention of such cases. (b) Provide services including forensic interviews, medical examinations, free counseling, court preparation and other victim assistance. (c) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. CONTRACT FOR SERVICES —Page 1 of 7 III. COMPENSATION For the operation and provision of the services, proj ects and programs of CACDC as described herein, the City shall pay CACDC the sum of Three -Thousand Four -Hundred and No/100 Dollars ($3,400). Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided CACDC is not then in default of this Contract. IV. INDEMNIFICATION (a) CACDC AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY CACDC OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAYBE LIABLE. (b) INDEMNITY OWED BY CHILDREN'S ADVOCACY CENTER FOR DENTON COUNTY. Children's Advocacy Center For Denton County covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HA_I'tniii -ESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Children's Advocacy Center For Denton County under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Children's Advocacy Center For Denton County or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Children's Advocacy Center For Denton County , or any other person or entity for whom Children's Advocacy Center For Denton County is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARM�.ESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY HIND. CONTRACT FOR SERVICES —Page 2 of 7 Children's Advocacy Center For Denton County shall promptly advise the City in writing of any claim or demand against any Coppell Person or Children's Advocacy Center For Denton County related to or arising out of Children's Advocacy Center For Denton County's activities under this Contract and shall see to the investigation and defense of such claim or demand at Children's Advocacy Center For Denton County's sole cost and expense. The Coppell Persons shall have the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving Children's Advocacy Center For Denton County of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thiit5� (30) days written notice of such cancellation and tei7nination to the other pai-t5� hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if CACDC has failed at the time of such cancellation and termination to provide all of the services set forth herein, CACDC shall refund to the City that portion of funds paid to CACDC under the terms of this Contract in accordance with the following: Prorata funding returned to the City by CACDC shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation or termination. Upon payment or tender of such amount, all of the obligations of CACDC and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of CACDC shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. CONTRACT FOR SERVICES —Page 3 of 7 VII. ACCOUNTING Prior to adopting its annual budget, CACDC shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and CACDC shall make such periodic reports to the City, as provided for herein, listing the expenditures made by CACDC from the funds provided by the City. The approval of CACDC's annual budget creates a fiduciary duty in CACDC with respect to the funds provided by the City under this Contract. The funds paid to CACDC pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. CACDC shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to tlus Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), CACDC shall provide the City the following: (a) a detailed fmancial report for the previous quarter listing the expenditures made by CACDC of the fiulds paid to CACDC under this Contract; and (b) a year-to-date report of the expenditures made by CACDC of the funds paid to CACDC under this Contract (and if this Contract is terminated prior to its expiration, CACDC shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the termination hereof; and the obligation to provide the reports for the last quarter of this Contract shall survive the expiration of this Contract). On request of the City at any time, CACDC shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of CACDC's fiscal year, CACDC shall provide the City with a financial statement signed by the Chairman of CACDC's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth CACDC's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and CACDC is that of independent contractor, and the City and CACDC by the execution of this Contract do not change the independent status of CACDC. CACDC is an independent contractor, and no term or provision of this Contract or action by CACDC in the performance of this Contract is intended nor shall be construed as making CACDC the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which CACDC performs the services which are described in this Contract. CONTRACT FOR SERVICES —Page 4 of 7 IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT CACDC may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and CACDC are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationslup constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, CACDC agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS CACDC shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. CONTRACT FOR SERVICES —Page 5 of 7 XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which maybe granted by law. XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and CACDC agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: Children's Advocacy Center of Denton County address: Mike Land Kristen Howell City Manager Chief Executive Officer City of Coppell Children's Advocacy Center of Denton County 255 Parkway Blvd. 1854 Cain Drive Coppell, Texas 75019 Lewisville, Texas 75077 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and CACDC and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract maybe amended only by written instrument signed by both the City and CACDC. CONTRACT FOR SERVICES —Page 6 of 7 IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. By: CITY OF Mike TEXAS CHILDREN'S ADVOCACY CENTER FOR DENTON COUNTY � By: City anager Kristen Howell, Chief Executive Officer CitS� Secretary CONTRACT FOR SERVICES —Page 7 of 7 ATTEST: By: (printed name, title) STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT FOR SERVICES This Contract for Services ("Contract") is made and entered into as of the 1st day of October, 2021 by and between the City of Coppell, Texas (the "City") and Coppell Historical Society ("Historical Society"). WITNESSETH: WHEREAS, the Historical Society is a private, non-profit organization established under the laws of the State of Texas for the purpose discovering, preserving and championing Coppell's rich heritage for present and future generations; and WHEREAS, the Historical Society's purposes and objectives have a direct historical benefit to the City, its businesses and its citizens; and WHEREAS, it is the City's desire to encourage and promote the city of Coppell's heritage; and NOW, THEREFORE, in consideration of all mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: I. TERM The term of this Contract shall be for a period of one year from the 1st day of October, 2021 through the 30th day of September, 2022, except as otherwise provided for herein. II. SERVICES The Historical Society covenants and agrees that it shall: (a) Provide new exhibits in a display case at the City's Senior/Community Center. (b) Provide oral history and DVDs for public utilization. (c) Provide regular website updates. (d) Produce educational materials and certificates for schools and scouts. (e) Produce cemetery maps, brochures and packets for teachers. (f) Submit detailed quarterly financial statements and program results to the City within thirty (30) days after the end of the preceding quarter explaining all expenditures. (g) To support the renovation of the Wilson House for public tours and outdoor activities that relate to Coppell's history. CONTRACT FOR SERVICES —Page 1 of 7 III. COMPENSATION For the operation and provision of the services, projects and programs of the Historical Society as described herein, the City shall pay the Historical Society the sum of Ten Thousand and No/100 Dollars ($10,000.00). Such sum shall be paid upon receipt of this signed Contract and after October 1, 2021, provided the Historical Society is not then in default of this Contract. IV. INDEMNIFICATION (a) THE HISTORICAL SOCIETY AGREES TO ASSUME AND DOES HEREBY ASSUME ALL RESPONSIBILITY AND LIABILITY FOR DAMAGES OR INJURIES SUSTAINED BY PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, BY OR FROM THE PERFORMANCE OF SERVICES PERFORMED AND TO BE PERFORMED HEREUNDER BY THE HISTORICAL SOCIETY OR BY ITS OFFICIALS, OFFICERS, EMPLOYEES, OWNERS, MEMBERS, AGENTS, SERVANTS, INVITEES, GUESTS, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAYBE LIABLE. (b) INDEMNITY OWED BY COPPELL HISTORICAL SOCIETY. Coppell Historical Society covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD H�t1VII.ESS the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas, individually or collectively, in both their official and private capacities (the City of Coppell, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Coppell, Texas each being an "Coppell Person" and collectively the "Coppell Persons"), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Coppell Person, whether directly or indirectly, (the "Claims"), that arise out of, result from, or relate to: (1) the Services as described in Section II of this Contract; (2) representations or warranties by Coppell Historical Society under this Contract; and/or (3) any other act or omission under or in performance of this Contract by Coppell Historical Society, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, invitee, patron, guest, customer, or concessionaire of or for Coppell Historical Society, or any other person or entity for whom Coppell Historical Society is legally responsible, and their respective owners, officers, directors, managers, employees, agents, representatives, consultants, contractors, subcontractors, licensees, ,invitees, patrons, guests, customers, and concessionaires. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COPPELL PERSON, OR CONDUCT BY ANY COPPELL PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. The Coppell Historical Society shall promptly advise the City in writing of any claim or demand against any Coppell Person or Coppell Historical Society related to or arising out of Coppell Historical Society's activities under this Contract and shall see to the investigation and defense of such claim or demand at Coppell Historical Society's sole cost and expense. The Coppell Persons shall have CONTRACT FOR SERVICES —Page 2 of 7 the right, at the Coppell Persons' option and at own expense, to participate in such defense without relieving the Coppell Historical Society of any of its obligations hereunder. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Contract, shall survive the termination or expiration of this Contract. V. TERMINATION This Contract may be canceled and terminated by either party at any time and for any reason upon giving at least thirty (30) days written notice of such cancellation and termination to the other party hereto. Such notice shall be sent certified mail, return receipt requested, and to the most recent address shown on the records of the party terminating the Contract. The thirty (30) day period shall commence upon deposit of the said notice in the United States mail and shall conclude at midnight of the 30th day thereafter. In the event of such cancellation and termination and if the Historical Society has failed at the time of such cancellation and ternunation to provide all of the services set forth herein, the Historical Society shall refiuid to the City that portion of funds paid to the Historical Society under the terms of this Contract in accordance.with the following: Prorata funding returned to the City by the Historical Society shall be determined by dividing the amount paid by the City under this Contract by 365 (the "daily rate"), and then multiplying the daily rate by the number of days which would have remained in the term hereof but for the cancellation. or termination. Upon payment or tender of such amount, all of the obligations of the Historical Society and the City under this Contract shall be discharged and terminated (except as otherwise provided herein) and no action shall lie or accrue for additional benefit, consideration or value for or based upon the services performed under or pursuant to this Contract. VI. CONFLICT OF INTEREST (a) No officer or employee of the City shall have any interest or receive any benefit, direct or indirect, in this Contract or the proceeds thereof. This prohibition is not intended and should not be construed to preclude payment of expenses legitimately incurred by City officials in the conduct of the City's business. No officer or employee of the Historical Society shall have any financial interest, direct or indirect, in this Contract or the proceeds thereof, without prior approval of the City Manager or his designee. (b) For purposes of this section, "benefit" means anything reasonably regarded as an economic advantage, including benefit to any other person in whose welfare the beneficiary is interested, but does not include contributions or expenditures made and reported in accordance with any law. VII. ACCOUNTING Prior to adopting its annual budget, the Historical Society shall submit for the City's review a budget showing the use of the City's funds provided pursuant to this Contract, and the Historical Society shall make such periodic reports to the City, as provided for herein, listing the expenditures made by the Historical Society from the funds provided by the City. The approval of the Historical Society's annual budget creates a fiduciary duty in the Historical Society with respect to the funds provided by the City under this Contract. CONTRACT FOR SERVICES —Page 3 of 7 The funds paid to the Historical Society pursuant to this Contract shall be maintained in a separate account established for that purpose and may not be commingled with any other money. Funds received hereunder from the City may be spent for day to day operations, supplies, salaries and other administrative costs provided that such costs are necessary for the promotion and encouragement of the purposes for which the funds may be used as described herein. The Historical Society shall maintain complete and accurate financial records of all of its revenues, including, without limitation, each expenditure of revenue received pursuant to this Contract. By the thirtieth (30�') day after the close of each quarter (beginning with the quarter ending December 31, 2021, with the last quarter ending September 30, 2022), the Historical Society shall provide the City the following: (a) a detailed financial report for the previous quarter listing the expenditures made by the Historical Society of the funds paid to the Historical Society under this Contract; and (b) a year-to-date report of the expenditures made by the Historical Society of the funds paid to the Historical Society under this Contract (and if this Contract is terminated prior to its expiration, the Historical Society shall provide such reports as set forth above for the period prior to the expiration for which reports have not been provided, and such obligation shall survive the ternunation hereof; and the obligation to provide the reports for the last quarter of flus Contract shall survive the expiration of this Contract). On request of the City at any time, the Historical Society shall make its records available for inspection and review by the City or its designated representative(s). Within ninety (90) days of the end of the Historical Society's fiscal year, the Historical Society shall provide the City with a fmancial statement signed by the Chairman of the Historical Society's Board of Directors (or other person acceptable to the City) and audited by an independent Certified Public Accountant, setting forth the Historical Society's income, expenses, assets and liabilities, and such obligation shall survive the termination or expiration of this Contract. Due to the cost of an independent audit, the city will waive this requirement for the term of this agreement. VIII. INDEPENDENT CONTRACTOR In performing services under this Contract, the relationship between the City and the Historical Society is that of independent contractor, and the City and the Historical Society by the execution of this Contract do not change the independent status of the Historical Society. The Historical Society is an independent contractor, and no term or provision of this Contract or action by the Historical Society in the performance of this Contract is intended nor shall be construed as making the Historical Society the agent, servant or employee of the City, or to create anemployer-employee relationship, a joint venture relationship, or a joint enterprise relationship, or to allow the City to exercise discretion or control over the manner in which the Historical Society performs the services which are described in this Contract. IX. NON -ASSIGNABILITY; NO THIRD -PARTY BENEFIT The Historical Society may not and shall have no authority to assign, transfer, or otherwise convey by any means whatsoever this Contract or any of the rights, duties or responsibilities hereunder without obtaining the prior written approval of the City, and any attempted assignment, transfer, or other conveyance of this Contract without such approval shall be null and void and be cause for immediate termination of this Contract by the City. This Contract is solely for the benefit of the parties hereto and is not intended to and shall not be deemed to create or grant any rights, contractual or otherwise, to any third person or entity. CONTRACT FOR SERVICES —Page 4 of 7 X. NO PARTNERSHIP, JOINT VENTURE, OR JOINT ENTERPRISE Nothing contained in this Contract shall be deemed to constitute that the City and the Historical Society are partners or joint venturers with each other, or shall be construed or be deemed to establish that their relationship constitutes, or that this Contract creates, a joint enterprise. XI. NON-DISCRIMINATION During the term of this Contract, the Historical Society agrees that it shall not discriminate against any employee or applicant for employment because of race, age, color, sex or religion, ancestry, national origin, place of birth, or handicap. XII. LEGAL COMPLIANCE; CONTRACT SUBJECT TO LAWS; RECITALS The Historical Society shall observe and abide by, and this Contract is subject to, all applicable federal, state, and local (including the City) laws, rules, regulations, and policies (including, without limitation, the Charter and Ordinances of the City), as the same currently exist or as they may be hereafter amended. The above and foregoing recitals to this Contract are true and correct and incorporated herein and made a part hereof. XIII. VENUE; GOVERNING LAW In the event of any action under this Contract, exclusive venue for all causes of action shall be instituted and maintained in Dallas County, Texas. The parties agree that the laws of the State of Texas shall govern and apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict of law provisions, the parties agree that such conflict of law provisions shall not affect the application of the law of Texas (without reference to its conflict of law provisions) to the governing, interpretation, validity and enforcement of this Contract. XIV. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. XV. NO WAIVER; RIGHTS CUMULATIVE The failure by either party to exercise any right or power, or option given to it by this Contract, or to insist upon strict compliance with the terms of this Contract, shall not constitute a waiver of the terms and conditions of this Contract with respect to any other or subsequent breach thereof, nor a waiver by such party of its rights at any time thereafter to require exact and strict compliance with all the terms hereof. The rights or remedies under this Contract are cumulative to any other rights or remedies, which may be granted by law. CONTRACT FOR SERVICES —Page 5 of 7 XVI. NOTICES All notices, communications and reports, required or permitted under this Contract shall be personally delivered or mailed to the respective parties using certified mail, return receipt requested, postage prepaid, at the addresses shown below. The City and the Historical Society agree to provide the other with written notification within five (5) days, if the address for notices, provided below, is changed. Notices by personal delivery shall be deemed delivered upon the date delivered; mailed notices shall be deemed communicated on the date shown on the return receipt. If no date is shown, the mailed notice shall be deemed communicated on the third (3rd) day after depositing the same in the United States mail. The City of Coppell's address: City Manager City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 The Coppell Historical Society's address: President Coppell Historical Society PO Box 1871 Coppell, Texas 75019 XVII. SEVERABILITY The terms of this Contract are severable, and if any section, paragraph, clause, or other portion of this Contract shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Contract shall remain in full force and effect and the parties shall be deemed to have contracted as if said section, paragraph, clause or portion had not been in the Contract initially. XVIII. AUTHORITY TO EXECUTE CONTRACT The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. XIX. ENTIRE AGREEMENT This Contract represents the entire and integrated contract and agreement between the City and the Historical Society and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both the City and the Historical Society. CONTRACT FOR SERVICES —Page 6 of 7 IN WITNESS THEREOF, the parties hereto have caused this Contract to be signed by their proper corporate officers as first above specified, and have caused their proper corporate seal to be hereto affixed the day and year first above written. CITY OF By: Mike Land, A' `.`;,�-1 ,;:� shl���sye •. � ' V: �I �' ' . ������� .TEXAS���`�``� Manager City Secretary CONTRACT FOR SERVICES —Page 7 of 7 By: COPPELL HISTORICAL SOCIETY Wheelice (Pete) Wilson, President ATTEST: By: (printed name, title)