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Item 4G 4G - 1 M E M O R A N D U M September 8, 2015 TO: Shana K. Yelverton, City Manager FROM: Chris Tribble, Director of Community Services Approve Community Services Agreement with Southlake SUBJECT: Historical Society ___________________________________________________________ Action Requested: City Council approval of the renewal of the Community Services Agreement with Southlake Historical Society (SHS) for a three year term to expire September 30, 2018. . Background Information: The renewal agreement with Southlake Historical Society is for a three year period, October 1, 2015 - September 30, 2018. Southlake Historical Society will manage and maintain their own SHS website, act as the local historical society for Southlake and provide educational and entertaining community programs for Southlake citizens. The City will provide a staff contact person to serve as a liaison between City and SHS provide limited, secure storage space for historically significant items and allow SHS use of City facilities for events and meetings directly related to SHS business. There is no cash payment or other consideration due to Southlake Historical Society since the City and SHS agree the services provided by the other represent an approximate equal value. A copy of the Community Services Agreement, detailing the is attached. Financial Considerations: There is no funding consideration for this agreement. Strategic Link : This it strategic objectives Promote opportunities for partnerships City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 2 Page 2 of 9 and volunteer involvement, and Enhance resident quality of life and business sustainability through tourism. Citizen Input/ Board Review: Southlake Historical Society has reviewed the proposed agreement and had no substantive changes. City Council consideration September 15, 2015 Legal Review: The Agreement was modeled after the standard Community Services Agreement utilized by the City and reviewed by the City Attorney. Alternatives: Alternatives may include the following: City Council approval of Agreement as presented City Council approval of Agreement with input as desired City Council decision not to renew Agreement Supporting Documents: Proposed Community Services Agreement Staff Recommendation: City Council approval of the renewal of the Community Services Agreement with Southlake Historical Society for a three year term to expire September 30, 2018. City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 3 Page 3 of 9 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE HISTORICAL SOCIETY STATE OF TEXAS § § COUNTY OF TARRANT § THIS AGREEMENT is entered into by and between the City of Southlake, Texas, a home rule municipal corporation located in Tarrant County and Denton County, Texas, acting by and through its duly authorized Mayor (hereinafter referred to as -profit corporation of Texas, acting by and through its duly authorized President organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS , the mission of SHS is to provide a dedication to archiving historical materials including scanning historical photos, gathering oral history interviews, helping in the research of both family and area business histories, developing programs for teachers and students, and working as the community advocacy group to preserve and WHEREAS , City and SHS desire to enter into a Renewal Agreement whereby SHS will continue to provide educational and motivational programs to improve the understanding of items, places and persons of historical significance in and around Southlake for the enhancement of the City; NOW, THEREFORE, City and SHS, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. SHS shall provide the services as outlined in the attached Appendix, Section A. B. City shall provide services as outlined in the attached Appendix, Section A. City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 4 Page 4 of 9 SECTION 2 CITY AND SHSSTAFF CONTACTS SHS and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A. SECTION 3 GOVERNANCE SHS shall be solely governed by its board of directors, who shall meet in accordance with the bylaws and articles of incorporation. The time, date, place and agenda of these board meetings shall be the responsibility of the SHS board of directors. SECTION 4 REPORTING A. SHS shall generate and provide to Cassie Tucker,Assistant to the Director of Community Services of the City, annual reports regarding the performance measures outlined in the attached Appendix, Section B. B. The City shall have the right to review the books and records kept incident to the services provided by Southlake Historical Society to the City. SECTION 5 INSURANCE AND INDEMNIFICATION SHS AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS), ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT ACT OR OMISSION OF SHS, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. SHS SHALL NOT BE REQUIRED TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FOR ANY DAMAGES OR LIABILITY FOUND BY A COURT TO HAVE ARISEN FROM THE NEGLIGENT ACT OR OMISSION OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES, EXCEPT TO THE EXTENT OF ANY APPLICABLE INSURANCE COVERAGES. City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 5 Page 5 of 9 SECTION 6 INDEPENDENT CONTRACTOR In performing the services hereunder, SHS is acting as an independent contractor, and shall not be deemed an employee, agent or partner of the City. City shall have no power to direct or supervise its activities in carrying out its responsibilities under this Agreement. Neither party shall have the authority to make binding representations or agreements on behalf of the other. SECTION 7 TERM OF AGREEMENT AND REVIEW OF PERFORMANCE A. The term of this Agreement shall be for a period beginning October 1, 2015 and ending September 30, 2018.This Agreement may be renewed for up to two successive three-year periods beginning on October 1 and ending on September 30 of each year upon written agreement by both parties and annual budget approval by the Southlake City Council. B. At the end of the term, the City will undertake an annual review of the performance based upon performance and quality measures outlined in the attached Appendix, Section B. C. Notwithstanding any provision herein to the contrary, either party may terminate this Agreement upon 30 days written notice to the other. Upon termination, or if SHS ceases to provide services under this Agreement, SHS shall return to the City any unexpended funds paid pursuant to this Agreement. SECTION 8 NO WAIVER OF GOVERNMENTAL IMMUNITY Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Agreement shall be construed to limit or waive any governmental or sovereign immunity of the City, or any immunity applicable to its officers, agents, servants or employees. To the extent there may be a waiver of immunity under state law, the remedies available to enforce this Agreement are limited to mandamus, specific performance or injunctive relief. All other remedies, including suits for damages and SECTION 9 CITY OF SOUTHLAKE STRATEGIC LINK The City has adopted a Strategic Management System to improve the ability to define and execute its strategy. Effective strategic management systems City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 6 Page 6 of 9 provide the mechanism to link the mission, strategy, department goals, citizen perceptions, and service delivery efforts in a continuous feedback loop. SHS, its mission and the services, outlined on page 1 of the agreement, the following strategic objectives: C3 Provide attractive and unique spaces for the enjoyment of personal interests C5 Promote opportunities for partnerships and volunteer involvement B3 Enhance resident quality of life and business sustainability through tourism SECTION 10 CITY OF SOUTHLAKE VALUES The City has adopted values that are the fundamental principles that guide how officials, staff, and employees of the City conduct themselves in pursuit of the mission and vision. All business conducted with the City shall adhere to the City's organizational values as described below: Integrity: Being worthy of the public's trust in all things. We deal honestly and respectfully with each other and the public at all times. Innovation: Valuing progressive thinking, creativity, flexibility and adaptability in service delivery. Accountability: Taking personal responsibility for our actions or inaction while putting the interests of the taxpayer first. Commitment to Excellence: Behaving responsively in our delivery of service to the public. Our work is characterized by its quality and by the diligence with which it is carried out. We proactively seek to solve problems in advance. Teamwork: Recognizing the importance of working together to meet our citizen's needs, communicating clearly, sharing resources and information freely. The values set forth in Section 10 are goals to which City officials, staff and employees are expected to adhere to in activities concerning this Agreement. While perceived failure to adhere to, comply with, or take action consistent with these values should be reported to an appropriate City official, staff member, or employee, such action or failure to act shall not be considered a breach of this Agreement. SECTION 11 MISCELLANEOUS This Agreement sets forth all the agreements between the parties and no modification shall be effective unless reduced to writing and signed by the part to be changed therewith. City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 7 Page 7 of 9 This document may be executed in duplicate originals. IN WITNESS WHEREOF the City and SHS have executed this Agreement as of this ______ day of ____________________, 201__. CITY OF SOUTHLAKE _________________________ Mayor, City of Southlake ATTEST: Lori Payne, TRMC City Secretary SOUTHLAKE HISTORICAL SOCIETY _________________________ President, Southlake Historical Society Approved as to form and legality: City Attorney City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 8 Page 8 of 9 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE HISTORICAL SOCIETY APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, SHS shall provide the following services: 1. SHS staff contact person to serve as a liaison between SHS and the City: a. Name:Connie Cooley b. Title:President c. Phone: d.Email Address:cecooley@verizon.net 2. SHS shall manage and maintain their own SHS website; however, they may, at times, prepare and propose SHS content for inclusion on the City of Southlake website, subject to the City approval. Any additional services related to the preparation, formatting, and arrangement of SHS material on the city website shall be at the discretion of the Director of Community Services or his designee. 3. Maintain local membership and act as the local historical society for Southlake. B. In addition to payment described in Section 4 of this Agreement, City shall: 1. Provide a staff contact person to serve as a liaison between City and SHS. The City liaison shall be apprised by SHS of all SHS board meetings, SHS shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the SHS board at all scheduled meetings. a. Name:Cassie Tucker b. Title:Assistant to the Director of Community Services c. Phone:(817) 748-8036 d.Email Address:ctucker@ci.southlake.tx.us City of Southlake Values: Shana K. Yelverton, City Manager Meeting Date September 15, 2015 4G - 9 Page 9 of 9 2. The City liaison shall be notified by SHS of any events to be held at the Log Cabin. SHS shall forward via email event information to include the event date, time and expected attendance. Such notification shall be provided thirty (30) days prior to each event. 3. Blvd., Southlake, Texas 76092, or other location as deemed appropriate by the Director of Community Services. 4. Provide a presence on www.CityofSouthlake.com which is limited to: a. One information page which includes organization name, mission, contact information and link to organization website. 5. Consider posting information contained in press releases on www.MySouthlakeNews.com and/or www.CityofSouthlake.com. Any and all information in such press releases will be subject to review and possible revision prior to posting. 6. Publish in the quarterly editions of the Southlake Scene organization information to include organization name, mission, contact information and link to organization website. 7. SHS. Such use is subject to review and approval by the Ci 8. Provide at no cost to SHS in accordance with current policies and guidelines, the use of City facilities for events and meetings directly related to SHS business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. SECTION B PERFORMANCE AND QUALITY MEASURES determine whether SHS has met the following performance measures: A. SHS will provide the services described in the Appendix, Section A, in a professional manner throughout the entire term of the agreement. City of Southlake Values: