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Item 4C - Agreement - MMOWAGREEMENT BETWEEN CITY OF SOUTHLAKE AND METROPORT MEALS ON WHEELS 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"), and Metroport Meals on Wheels, a non-profit corporation of Texas, acting by and through its duly authorized Executive Director (hereinafter referred to as "MMOW"), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of MMOW is to provide services as a volunteer advocate for the elderly and those in need through home -delivered meals, senior center lunch and activity programs and other support services; and WHEREAS, City and MMOW desire to enter into an Agreement whereby MMOW will continue to provide for the coordination of activities and meals, Senior Luncheon activities, participation in Senior Advisory Commission, and the organization of home meal delivery; NOW, THEREFORE, City and MMOW, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. MMOW shall provide the services as outlined in the attached Appendix, Section A and Section B. B. City shall provide services as outlined in the attached Appendix, Section A and Section B. SECTION 2 CITY AND MMOW STAFF CONTACTS A. MMOW and the City shall both provide staff liaison's as outlined in the attached Appendix, Section A. Community Services Agreement with Metroport Meals on Wheels Page 2 of 9 SECTION 3 GOVERNANCE A. MMOW 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 MMOW board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support MMOW's efforts to support the elderly and in -need rather than provide such service, City agrees to an annual payment to be paid to MMOW in the amount of $22,000 to be dispersed annually on November 1 of each year. Additional payments of up to $3,750 may be dispersed on a quarterly basis on February 1, May 1, August 1 and October 1 per performance measures outlined in Appendix, Section B. Total annual payment shall not exceed $37,000. Final payment amount is subject to City Council budget authorization. Payment by the City shall be applied by MMOW as described in the attached Appendix, Section A and Section B. SECTION 5 REPORTING A. MMOW shall generate and provide to Senior Services Coordinator of the City, monthly reports regarding the performance measures outlined in the attached Appendix, Section B no later than the first Monday of each month. MMOW shall attend the Senior Advisory Commission meeting on a quarterly basis, or as requested, to answer any questions that may arise. B. The City shall have the right to review the books and records kept incident to the services provided by MMOW to the City. SECTION 6 INSURANCE AND INDEMNIFICATION A. MMOW 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 Community Services Agreement with Metroport Meals on Wheels Page 3 of 9 INDIRECTLY, THE NEGLIGENT ACT OR OMISSION OF MMOW, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. MMOW 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, MMOW 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 1. The term of this agreement shall be for a period beginning October 1, 2019 and ending September 30, 2022. This agreement may be renewed for one additional three-year period beginning on October 1 and ending on September 30 upon written agreement by both parties and annual budget approval by the Southlake City Council. 2. 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. 3. 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 MMOW ceases to provide transportation services, MMOW 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 Community Services Agreement with Metroport Meals on Wheels Page 4 of 9 remedies, including suits for damages and recovery of attorney's fees are specifically waived by both parties. 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. MMOW, its mission and the services outlined on page 1 of the agreement, link to the City's strategy through the following strategic objectives: • B2 Collaborate with select partners to implement service solutions • B4 Provide high quality customer service • C5 Promote opportunities for partnerships and volunteer involvement 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. Community Services Agreement with Metroport Meals on Wheels Page 5 of 9 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 MMOW have executed this Agreement as of this _day of 201_ Mayor, ity of Southlake Executive,BIr, ctor, Metropor&Wals on Wh el Attest: Amy Shelley, TRMC City Secretary Approved as to form and legality: Attorney at Law Community Services Agreement with Metroport Meals on Wheels Page 6 of 9 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND METROPORT MEALS ON WHEELS APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, MMOW shall provide the following services: 1. MMOW staff contact person to serve as a liaison between the MMOW and the City: a. Name: Mary King b. Title: Executive Director c. Phone: 817.491.1141 ex. 22 d. Email Address: maryking@metroportmow.org To coordinate, organize, and run the weekly Monday Southlake senior congregate luncheon program in coordination with the Senior Services Coordinator. 2. To organize volunteers to plan and support Southlake Monday congregate lunch program, and home delivered meal program to Southlake residents. 3. Order necessary meals, cover costs and organize delivery of meals to homes of Southlake senior residents Monday through Friday, and also for the Monday congregate lunch program. 4. Track attendance and costs associated with the weekly congregate lunch program, and the home delivered meal program. Prepare and provide reports to the City on a monthly basis due the 1st Monday of each month. 5. Perform general clean up following each event, clean catering kitchen along with all utensils, return all dispensers and other materials to proper location. - 6. Provide a monthly updated roster of participants to include name, address, city, phone number, and emergency information. 7. MMOW shall attend the Senior Advisory Commission meeting on a quarterly basis, or as requested, to answer any questions that may arise. Community Services Agreement with Metroport Meals on Wheels Page 7 of 9 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 MMOW. The City liaison shall be apprised by MMOW of all MMOW board meetings, MMOW shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the MMOW board at all scheduled meetings. a. Name: Soheila Phelps b. Title: Senior Services Coordinator c. Phone: (817) 748-8398 d. Email Address: smashatphelps@ci.southlake.tx.us 2. Provide a presence on the www.citvofsouthlake.com which is limited to: a. One information page which includes organization name, mission, contact information and link to organization website 3. Consider posting information contained in press releases on www.MvSouthlakeNews.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. 4. Consider highlighting information contained in electronic e -blasts to the members or senior newsletter. Any and all information in such press releases will be subject to review and possible revision prior to posting. 5. Publish in the quarterly editions of the department brochure organization information to include organization name, mission, contact information and link to organization website. 6. Provide access to the City's logo for use by MMOW. Such use is subject to review and approval by the Director of Community Services Department or designee.. 7. Provide at no cost to MMOW in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to MMOW business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 8. Provide to MMOW in accordance with current policies, guidelines and reservations fee schedule, the use of City facilities at The Marq Southlake for the applicable reservation fee, for events and meetings directly related to MMOW business. Requests for reservations at The Marq Southlake shall follow current reservation procedures and fee schedule as outlined in the City's Fee Schedule. Community Services Agreement with Metroport Meals on Wheels Page 8 of 9 SECTION B PERFORMANCE AND QUALITY MEASURES A. In evaluating MMOW's performance pursuant to Section 8 of this agreement, the City will determine whether MMOW has met the following performance measures: 1. MMOW shall provide the services described in the Appendix, Section A, in a professional manner throughout the entire term of the agreement. 2. MMOW shall develop and provide an annual written report to the City. This report shall include: a disclosure of MMOW financial status, operations conducted during the preceding year, planned future operations, details on how the City's funding is utilized in support of MMOW, and any other information agreed to by both MMOW and the City. 3. MMOW shall continue to provide monthly written reports to the City. 4. Base payment of $22,000.00 is for 100 participants per week. The CITY will pay up to an additional 75 participants at a rate of $4 per person as verified through monthly reporting on a quarterly basis. 5. MMOW will provide a list of caterers two months and a menu two weeks in advance to the Senior Services Coordinator. 6. MMOW should place a minimum weekly order based on the attendance trends for the past month and for the same month in the prior year. MMOW should also seek consultation only from the Senior Services Coordinator or Hospitality & Sales Manager on order levels based on anticipated attendance. 7. All food, including leftovers is the property of the City of Southlake. Handling and distribution of extras will be at the discretion of City staff. 8. Any designated purchases for the City of Southlake should be used for the assigned purpose only. 9. The number of volunteers needed for the Luncheon will be determined by MMOW's Luncheon Coordinator and Senior Services Coordinator. MMOW will recruit and manage an appropriate number of individuals and civic organizations to volunteer at the luncheons. The City of Southlake reserves the right to restrict the number of volunteers needed. Community Services Agreement with Metroport Meals on Wheels Page 9 of 9 10.To Go Meals are not permitted, in extenuating circumstances, a MMOW representative shall request the meal from the Senior Services Coordinator for approval.