Coppell Community Chorale Agreement-CN 2021-11-04STATE 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 1 st 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.
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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) INDEMNITY 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 "Connell 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 parry 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.
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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 (30th) 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 financial 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
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 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 joint enterprise.
XI. NON-DISCRIMINATION
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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 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 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 may be 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 GOPMLL, TEXAS
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CONTRACT FOR SERVICES — Page 6 of 6
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