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
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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
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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
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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
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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
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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.
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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
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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.
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10.To Go Meals are not permitted, in extenuating circumstances, a
MMOW representative shall request the meal from the Senior
Services Coordinator for approval.