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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. 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) 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. 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 (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 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 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 Manager ATTES ```\`���nrirr► dpPP ��• shl�ywens, City Secretary A.Tf CONTRACT FOR SERVICES — Page 6 of 6 Chorale ATTEST: By: �GC DF_ _ L-oo-o, vicj —Past Deur (printed name, title)