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Item 4F - Agreement - Southlake Community Band AMENDED AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE COMMUNITY BAND 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 Southlake Community Band, a non-profit corporation of Texas, acting by and through its duly authorized President (hereinafter referred to as the “Band”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of the Band is to provide support for a strong local arts program through local concert events which help provide a focus for the expansion of other arts programs in the City of Southlake; and WHEREAS, City and the Band desire to enter into an Amended Agreement whereby the Band will continue to provide citizens access to participate in the arts, free concert events, and concert scheduling; NOW, THEREFORE, City and the Band, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. Band shall provide the services as outlined in the attached Appendix, Section A. B. City shall provide services and funding as outlined in the attached Appendix, Section A. SECTION 2 CITY AND BAND STAFF CONTACTS The Band and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A and Section B. Community Services Agreement with Southlake Community Band Page 2 of 7 SECTION 3 GOVERNANCE The Band 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 Band board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the Band and their support for the local arts rather than provide such service, City agrees to an annual payment to be paid to the Band in the amount of $9,000 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 the Band as described in the attached Appendix, Section A. SECTION 5 REPORTING A. The Band shall generate and provide to Cassie Tucker, Strategic Operations Manager of the City, quarterly 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 Band to the City. SECTION 6 INSURANCE AND INDEMNIFICATION BAND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST A N Y A N D A L L C L A I M S O R S U I T S F O R P R O P E R T Y D A M A G E O R L O S S 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 SOUTHLAKE COMMUNITY BAND, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. SOUTHLAKE COMMUNITY BAND 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 Community Services Agreement with Southlake Community Band Page 3 of 7 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, the Band 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 three year 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 the Band ceases to provide services under this agreement, the Band 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. Community Services Agreement with Southlake Community Band Page 4 of 7 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. The Band, its mission and the services outlined on page 1 of the agreement, link to the City’s strategy through the following strategic objectives:  C5 Promote opportunities for partnerships and volunteer involvement  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. Community Services Agreement with Southlake Community Band Page 5 of 7 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 the Band 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 _________________________ Ken McMillan President Southlake Community Band Attest: Amy Shelley, TRMC City Secretary Approved as to form and legality: City Attorney Community Services Agreement with Southlake Community Band Page 6 of 7 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE COMMUNITY BAND APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this agreement, the Band shall provide the following services: 1. The Band staff contact person to serve as a liaison between the Band and the City: a. Name: Ken McMillan b. Title: President c. Phone: 817.455.3054 d. Email Address: kenmcmillan@outlook.com 2. Perform at least 8 concert events free to the public annually. Proposed events include but are not limited to: Fall Concert, Home for the Holidays, Winter Holiday Concert, Guest Artist Concert, Annual Young Peoples Concert, Stars and Stripes City of Southlake July 4th Celebration, other concerts at Town Square, and Art in the Square. A list of proposed concerts will be provided to staff at the beginning of the community services agreement period. 3. Scheduling of concerts and make up concerts, if necessary, will be by agreement of the City Community Services Director and the Band President. 4. Provide a creative arts program for music appreciation which is open to the public. 5. Present an update to the Southlake Arts Council quarterly or as is necessary. B. In addition to payment described in Section 4 of this agreement, City shall: Provide a staff contact person to serve as a liaison between City and the Band. The City liaison shall be apprised by the Band of all Band board meetings, the Band shall forward a copy of the agenda prior to the meeting, and the City liaison may participate with the Band board at all scheduled meetings. a. Name: Cassie Tucker b. Title: Strategic Operations Manager c. Phone: 817.748.8036 Community Services Agreement with Southlake Community Band Page 7 of 7 d. Email Address: ctucker@ci.southlake.tx.us 1. 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. 2. 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. 3. Publish in the quarterly editions of the Experience Southlake magazine organization information to include organization name, mission, contact information and link to organization website. 4. Provide access to the City’s logo for use by the Band. Such u s e i s subject to review and approval by the City’s Communication and Websites Manager. 5. Provide at no cost to SOUTHLAKE COMMUNITY BAND in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to SOUTHLAKE COMMUNITY BAND 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 A. In evaluating the Band’s performance pursuant to Section 8 of this agreement, the City will determine whether the Band has met the following performance measures: 1. The Band will track attendance at concerts they provide throughout the year and provide that information to city staff at the end of each calendar quarter. 2. The Band 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. 3. The Band will track attendance and participation in the creative arts programming it provides the community and will provide that information to city staff at the end of the calendar quarter.