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Item 4E City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork M E M O R A N D U M September 11, 2018 TO: Shana K. Yelverton, City Manager FROM: Chris Tribble, Director of Community Services SUBJECT: Approve Community Services Agreement with APEX Arts League for the term October 1, 2018 – September 30, 2021 ___________________________________________________________ Action Requested: City Council approval of the Community Services Agreement with APEX Arts League for the term October 1, 2018 – September 30, 2021. . Background Information: The City works with non-profit community organizations such as APEX to provide important social, educational, economic and cultural programs and services to Southlake citizens and businesses. Having a Community Services Agreement in place allows for these services to be provided without the City having to fund additional personnel and capital investments, as well as the ongoing administrative and operational expenses that would be required to provide these services to the community. The agreement with APEX is for a three year period, October 1, 2018 - September 30, 2021. APEX will schedule twelve (12) professional programs or events featuring local talent at minimal or no cost to the public between October 1st and September annually, during the term of the agreement. Additionally, APEX programming will include at least three (3) educational programs in the arts for all ages and at least three (3) programs or events with a community arts component including, but not limited to, the display of public art. The proposed agreement mirrors their previous agreement, with the exception of the following changes:  Require annual reporting instead of quarterly reports, mirroring the reporting structure for other Community Services Agreements. 4E - 1 Shana Yelverton, City Manager Meeting Date – September 18, 2018 Page 2 of 3 City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork  Address use of the City facilities at The Marq Southlake. APEX will be able to utilize The Marq Southlake for up to four (4) events, in partnership with the City of Southlake. Additional request for reservations at The Marq Southlake shall follow current reservation procedures and fee schedule as outlined in the City’s Fee Schedule. In consideration for the services rendered by APEX on behalf of Southlake citizens, the City agrees to an annual payment of $6,000 to APEX which will be dispersed by November 1st of each year. In addition, $3,000 will be budgeted annually in the Public Art Fund for cultural arts programming in support of APEX programs. A copy of the Community Services Agreement, detailing the organization’s scope of services and the City’s obligations , and highlighting the proposed changes is attached. Financial Considerations: Funding for the Community Services Agreement is included in the proposed FY 2019 annual budget, and will also be included in subsequent budget proposals for FY 2020 and FY 2021 as required by the term of the agreement. Strategic Link: This item is linked to the City’s Strategy Map through the following strategic objectives: promote opportunities for partnerships and volunteer involvement and collaborate with select partners to implement service solutions. Citizen Input/ Board Review: APEX has reviewed the proposed agreement and been notified of the board and City Council approval process. Southlake Arts Council recommended approval (5-0) August 28, 2018 City Council consideration September 18, 2018 Legal Review: The Agreement was modeled after the standard Community Services Agreement utilized by the City and reviewed by the City Attorney. 4E - 2 Shana Yelverton, City Manager Meeting Date – September 18, 2018 Page 3 of 3 City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Alternatives: Alternatives may include the following:  City Council approve the Community Services Agreement as presented  City Council approve the Community Services Agreement with input as desired.  City Council decision not to renew the proposed Community Services Agreement Supporting Documents:  Proposed APEX Community Services Agreement Staff Recommendation: City Council approval of the Community Services Agreement with APEX Arts League for the term October 1, 2018 – September 30, 2021. 4E - 3 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND APEX ARTS LEAGUE 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 “City”), APEX Arts League, a non-profit corporation of Texas, acting by and through its duly authorized Chairman (hereinafter referred to as “AAL”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of AAL is to enhance appreciation and participation in music and dance, as well as literary, visual and theatrical arts in our region and to forward efforts of creating a regional arts center, a home for community arts, a stage for professional performances and an educational and civic center for all; and WHEREAS, City and AAL desire to enter into a Renewal Agreement whereby AAL will continue to provide for the creation of a regional focal point, enhance community awareness and appreciation, and promote education instruction for all ages for the arts, a meeting facility for civic and community groups, create a home for area arts groups, and provide a venue for all performing and visual arts in the region. NOW, THEREFORE, City and AAL, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. AAL 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. 4E - 4 Community Services Agreement with Apex Arts League Page 2 of 8 SECTION 2 CITY AND AAL STAFF CONTACTS AAL and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A. SECTION 3 GOVERNANCE AAL 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 AAL board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the AAL and their promotion of the arts rather than provide such service, City agrees to an annual payment to be paid to AAL in the amount of $6,000 to be dispersed annually on November 1 of each year. In addition, $3,000 will be budgeted annually in the Public Art Fund for cultural arts programming. Final payment and budget allocations are subject to City Council authorization. Payment by the City shall be applied by AAL as described in the attached Appendix, Section A. SECTION 5 REPORTING A. AAL 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 AAL to the City. SECTION 6 INSURANCE AND INDEMNIFICATION AAL 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 4E - 5 Community Services Agreement with Apex Arts League Page 3 of 8 OR INDIRECTLY, THE NEGLIGENT ACT OR OMISSION OF APEX, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. APEX 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. SECTION 7 INDEPENDENT CONTRACTOR In performing the services hereunder, AAL 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 8 TERM OF AGREEMENT AND REVIEW OF PERFORMANCE A. The term of this Agreement shall be for a period beginning October 1, 2018 and ending September 30, 2021. 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 AAL ceases to provide services under this Agreement, AAL shall return to the City any unexpended funds paid pursuant to this Agreement. SECTION 9 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 recovery of attorney’s fees are specifically waived by both parties. 4E - 6 Community Services Agreement with Apex Arts League Page 4 of 8 SECTION 10 CITY OF SOUTHLAKE – STRATEGIC LINK The City has adopted a Strategic Management System to improve the organization’s ability to define and execute its strategy. Effective strategic management systems provide the mechanism to link the mission, strategy, department goals, citizen perceptions, and service delivery efforts in a continuous feedback loop. AAL, its mission and the services outlined in the attached Appendix, link to the City’s strategy through the following strategic objectives:  Promote opportunities for partnerships and volunteer involvement  Collaborate with select partners to implement service solutions SECTION 11 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 11 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. 4E - 7 Community Services Agreement with Apex Arts League Page 5 of 8 SECTON 12 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. This document may be executed in duplicate originals. IN WITNESS WHEREOF the City and AAL have executed this Agreement as of this _______day of ____________________, 201__. CITY OF SOUTHLAKE _________________________ Mayor, City of Southlake ATTEST: Carol Ann Borges, TRMC City Secretary APEX Arts League _________________________ Chairman, APEX Arts League Approved as to form and legality: City Attorney 4E - 8 Community Services Agreement with Apex Arts League Page 6 of 8 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND APEX ARTS LEAGUE APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, AAL shall provide the following services: 1. AAL staff contact person to serve as a liaison between AAL and the City: a. Name: Terri Messing b. Title: President c. Phone: 817.251.4300 d. Email Address: terrimessing@verizon.net 2. Enhance the arts in the community and will work toward establishing a home for the arts. 3. Schedule twelve (12) high quality professional programs or events featuring local talent at minimal or no cost to the public between October 1 and September 30 annually, during the term of the agreement; 4. Provide and promote at least three (3) educational programs in the arts for all ages. 5. Provide and promote at least three (3) programs or events with a community arts component including, but not limited to, the display of public art. 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 AAL. The City liaison shall be apprised by AAL of all AAL board meetings. AAL shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the AAL 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 4E - 9 Community Services Agreement with Apex Arts League Page 7 of 8 2. Provide a presence on www.CityofSouthlake.com and/or www.experiencesouthlaketexas.com which is limited to: a. One information page which includes organization name, mission, contact information and link to organization website; and 3. Consider posting information contained in press releases on www.MySouthlakeNews.com and/or www.CityofSouthlake.com and/or www.experiencesouthlaketexas.com. Any and all information in such press releases will be subject to review and possible revision prior to posting. 4. Publish in the quarterly editions of the Experience Southlake magazine information to include organization name, mission, contact information and link to organization website. 5. Provide access to the City’s logo for use by AAL. Such use is subject to review and approval by the Community Relations Coordinator. 6. Provide at no cost to AAL in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to AAL business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 7. Provide to AAL in accordance with current policies, guidelines and reservation fee schedule, for the use of City facilities at The Marq Southlake. Requests for reservations at The Marq Southlake shall follow current reservation procedures and fee schedule as outlined in the City’s Fee Schedule. 8. AAL may partner with the City to utilize The Marq, waving the reservation fee, under the following guidelines:  Up to four (4) programs or events may be hosted at The Marq Southlake. An event or a program is considered as a 1-day event, not to exceed 8 hours  Programs or events may not be hosted on peak weekends, Friday evenings or as a full Saturday event  For preferred date, events should be booked six (6) months in advance  Events must be in partnership with the City of Southlake, and must be open to the public  APEX may sell tickets-retaining all ticket proceeds--to directly offset the cost of the event or program, but may not utilize the event or program as a fundraiser  A post-event/program report detailing expenses, revenue, and attendance must be submitted to the APEX liaison within 30 business days of the event 4E - 10 Community Services Agreement with Apex Arts League Page 8 of 8 SECTION B PERFORMANCE AND QUALITY MEASURES In evaluating AAL performance pursuant to Section 8 of this Agreement, the City will determine whether AAL has met the following performance measures: A. The AAL organization will track attendance at programs/events they provide throughout the year and provide that information to city staff at the end of each calendar year. B. AAL will provide an assessment of value that their program created in the community for the period of the contract at the end of each calendar year. 4E - 11