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:
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Manager
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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:
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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,
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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:
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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)