Coppell Historical Society Agreement-CN 2021-11-05 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 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.
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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 MAY BE LIABLE.
(b) INDEMNITY OWED BY COPPELL HISTORICAL SOCIETY. Coppell Historical
Society 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 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
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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 termination to provide all of the services set forth herein, the Historical Society shall refund 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.
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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
(30th)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
fmancial 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
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 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 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 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.
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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.
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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: The Coppell Historical Society's address:
City Manager President
City of Coppell Coppell Historical Society
255 Parkway Blvd. PO Box 1871
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.
XVIH. 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.
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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 COPP . IP TEXAS COPPELL HISTORICAL SOCIETY
audi)By: — By: XO-Pr
Mike Land, ity Manager Chris Long,President
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