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Item 4D - Agreement - GRACEAMENDED AGREEMENT BETWEEN CITY OF SOUTHLAKE AND GRAPEVINE RELIEF AND COMMUNITY EXCHANGE 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 Grapevine Relief and Community Exchange, a non- profit corporation of Texas, acting by and through its duly authorized Executive Director (hereinafter referred to as “GRACE”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of GRACE is to provide food, clothing, financial assistance, and other vital necessities to people who are struggling with a limited income or recent emergency; and WHEREAS, City and GRACE desire to enter into an Amended Agreement whereby GRACE will continue to provide food, clothing, financial assistance, and other vital necessities to people who are struggling with a limited income or recent emergency; NOW, THEREFORE, City and GRACE, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. GRACE 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. SECTION 2 CITY AND GRACE STAFF CONTACTS GRACE and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A and Section B. Community Services Agreement with Grapevine Relief and Community Exchange Page 2 of 8 SECTION 3 GOVERNANCE GRACE 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 GRACE board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the efforts of GRACE to provide assistance rather than provide such service, City agrees to an annual payment to be paid to GRACE in the amount of $10,000 to be dispersed annually on November 1 of each year. Payment is subject to City Council budget authorization. Payment by the City shall be applied by GRACE as described in the attached Appendix, Section A. SECTION 5 REPORTING A. GRACE shall generate and provide to Valerie Snyder, Community Initiatives Supervisor 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 GRACE to the City. SECTION 6 INSURANCE AND INDEMNIFICATION GRACE 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 GRACE, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. GRACE 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, Community Services Agreement with Grapevine Relief and Community Exchange Page 3 of 8 AGENTS OR EMPLOYEES, EXCEPT TO THE EXTENT OF ANY APPLICABLE INSURANCE COVERAGES. SECTION 7 INDEPENDENT CONTRACTOR In performing the services hereunder, GRACE 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, 2019 and ending September 30, 2022. 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 GRACE ceases to provide services under this agreement, GRACE 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. 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 Community Services Agreement with Grapevine Relief and Community Exchange Page 4 of 8 management systems provide the mechanism to link the mission, strategy, department goals, citizen perceptions, and service delivery efforts in a continuous feedback loop. GRACE, its mission and the services outlined on page 1 of the agreement, link to the City’s strategy through the following strategic objectives:  C1 Achieve the highest standards in safety and security  C6 Enhance the sense of community by providing excellent customer service and citizen engagement opportunities  B2 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. SECTION 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. Community Services Agreement with Grapevine Relief and Community Exchange Page 5 of 8 This document may be executed in duplicate originals. IN WITNESS WHEREOF the City and GRACE have executed this Agreement as of this ______ day of ____________________, 201__. _________________________ M a y o r , C i t y o f S o u t h l a k e _________________________ Shonda Schaefer Executive Director Grapevine Relief and Community Exchange Attest: Amy Shelley, TRMC City Secretary Approved as to form and legality: City Attorney Community Services Agreement with Grapevine Relief and Community Exchange Page 6 of 8 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND GRAPEVINE RELIEF AND COMMUNITY EXCHANGE APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, GRACE shall provide the following services: 1. GRACE staff contact person to serve as a liaison between the GRACE and the City: a. Name: Shonda Schaefer b. Title: Executive Director c. Phone: 817.305.4651 d. Email Address: development@gracegrapevine.org 2. Short term emergency assistance for food and clothing needs. 3. Administration of direct aid as funding allows (assistance with utilities, rent, medicine, gasoline, and other vital necessities). 4. Referrals to area agencies and organizations. 5. Distribution of furniture or other donated resources intended for emergency purposes as available. 6. Cooperation with local organizations to render additional aid in certain instances as this assistance is available, through either designated funding or seasonal programs. 7. Case management for repeated or extended emergency assistance. 8. Supplemental food commodities distribution for households on a low or fixed income. 9. Transitional housing for homeless families. 10. Low cost shopping at GRACEFUL BUYS and TOUCH OF GRACE resale shops. 11. Medical attention for uninsured residents at community clinic. Community Services Agreement with Grapevine Relief and Community Exchange Page 7 of 8 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 GRACE. The City liaison shall be apprised by GRACE of all GRACE board meetings, GRACE shall forward a copy of the agenda prior to the meeting, and the City liaison may participate with the GRACE board at all scheduled meetings. a. Name: Valerie Snyder b. Title: Community Initiatives Supervisor c. Phone: 817.748.8173 d. Email Address: vsnyder@ci.southlake.tx.us 2. Provide a presence on the www.CityofSouthlake.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.MySouthlakeNews.com and/or www.CityofSouthlake.com. A n y 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 organization information to include organization name, mission, contact information and link to organization website. 5. Provide access to the City’s logo for use by GRACE. Such use is subject to review and approval by the City’s Communication and Websites Manager. 6. Provide at no cost to GRACE in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to GRACE business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 7. Provide to GRACE 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 GRACE 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 Grapevine Relief and Community Exchange Page 8 of 8 SECTION B PERFORMANCE AND QUALITY MEASURES A. In evaluating GRACE’s performance pursuant to Section 8 of this agreement, the City will determine whether GRACE has met the following performance measures: 1. GRACE shall provide an annual written report to the City. This report shall include: a disclosure of GRACE’s financial status, operations conducted during the preceding year, planned future operations, and any other information agreed to by both GRACE and the City.