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Item 4O - memoItem 40-1 CITY OF SOUTHLAKE MEMORANDUM September 8, 2022 TO: Shana K. Yelverton, City Manager FROM: Chris Tribble, Director of Community Services SUBJECT: Approve Amended Southlake Historical September 30, 2024 Community Services Agreement with Society for the term October 1, 2022 — Action Requested: City Council approval of the Amended Community Services Agreement with Southlake Historical Society (SHS) for the term October 1, 2022 — September 30, 2024. Background Information: The City works with non-profit community organizations such as SHS to provide important social, educational, and cultural programs and services to Southlake citizens and businesses. City Council approved a Community Services Agreement with Southlake Historical Society last September for a three-year period, October 1, 2021 - September 30, 2024. Due to inflation and increased costs of providing cultural services for the Southlake citizens, City staff is budgeting an 8% payment increase for the remaining two years of this agreement. In consideration for the services rendered by Southlake Historical Society on behalf of Southlake citizens, the City agrees to an increased annual payment of $5,400 to SHS which will be dispersed by November 1st of each year. This represents an 8% increase from $5,000. The proposed agreement mirrors their previous agreement, with the exception of the following changes: • 8% increase in annual payment, changing from $5,000 to $5,400 annually. City of Southlake Values. - Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 40-2 Shana Yelverton, City Manager Meeting Date — September 20, 2022 Page 2 of 3 A copy of the Amended 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 2023 annual budget and will also be included in subsequent budget proposals for FY 2024 as required by the term of the agreement. Strategic Link: Approval of the amended Agreement is linked to the City's Strategy Map related to the Focus Areas of Performance Management and Service Delivery and Partnerships & Volunteerism and delivers the corporate objective to collaborate with select partners to implement service solutions. Citizen Input/ Board Review: Southlake Historical Society has reviewed the proposed agreement and has been notified of the City Council approval process. City Council consideration September 20, 2022 Legal Review: The Agreement was modeled after the standard Community Services Agreement utilized by the City and reviewed by the City Attorney. Alternatives: Alternatives may include the following: • City Council approve the Amended Community Services Agreement as presented • City Council approve the Amended Community Services Agreement with input as desired. • City Council decision not to renew the proposed Amended Community Services Agreement Supporting Documents: • Proposed Southlake Historical Society Community Services Agreement Staff City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 40-3 Shana Yelverton, City Manager Meeting Date — September 20, 2022 Page 3 of 3 Recommendation: City Council approval of the Community Services Agreement with Southlake Historical Society for the term October 1, 2022 — September 30, 2024. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-4 AMENDED AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE HISTORICAL SOCIETY 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 Historical Society, a non-profit corporation of Texas, acting by and through its duly authorized President (hereinafter referred to as "SHS"), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of SHS is to provide a dedication to archiving historical materials including scanning historical photos, gathering oral history interviews, helping in the research of both family and area business histories, developing programs for teachers and students, and working as the community advocacy group to preserve and protect Southlake's history; and WHEREAS, City and SHS desire to enter into an amended Agreement whereby SHS will continue to provide educational and motivational programs to improve the understanding of items, places and persons of historical significance in and around Southlake for the enhancement of the City; NOW, THEREFORE, City and SHS, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. SHS 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 SHS STAFF CONTACTS SHS and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A. DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-5 SECTION 3 GOVERNANCE SHS 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 SHS board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the SOUTHLAKE HISTORICAL SOCIETY and their historical initiatives rather than provide such service, City agrees to an annual payment to be paid to SOUTHLAKE HISTORICAL SOCIETY in the amount of $5,400 to be dispersed annually on November 1 of each year. Final payment amount is subject to City Council budget authorization. Payment by the City shall be applied by SOUTHLAKE HISTORICAL SOCIETY as described in the attached Appendix, Section A. SECTION 5 REPORTING A. SHS shall generate and provide to Milenka Lopez, Assistant to the Director of Community Services, 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 Southlake Historical Society to the City. SECTION 6 INSURANCE AND INDEMNIFICATION SHS 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 SHS, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. SHS SHALL NOT BE REQUIRED TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-6 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, SHS 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, 2022 and ending September 30, 2024. This Agreement may be renewed for up to one 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 SHS ceases to provide services under this Agreement, SHS 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 DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-7 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. SHS, its mission and the services, outlined on page 1 of the agreement, link to the City's strategy through the following strategic objectives: • C3 Provide attractive and unique spaces for the enjoyment of personal interests • C5 Promote opportunities for partnerships and volunteer involvement • B3 Enhance resident quality of life and business sustainability through tourism 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 10 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. DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-8 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. This document may be executed in duplicate originals. IN WITNESS WHEREOF the City and SHS have executed this Agreement as of this day of , 2022. CITY OF SOUTHLAKE Mayor, City of Southlake ATTEST: Amy Shelley, TRMC City Secretary SOUTHLAKE P�l TgRICAL SOCIETY gneFc �o 1 President, Sou hake ism t o a Society Approved as to form and legality: City Attorney DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-9 AMENDED AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE HISTORICAL SOCIETY APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, SHS shall provide the following services: 1. SHS staff contact person to serve as a liaison between SHS and the City: a. Name: Connie Cooley b. Title: President c. Phone: 817-223-9606 d. Email Address: cecooley@verizon.net 2. SHS shall manage and maintain their own SHS website; however, they may, at times, prepare and propose SHS content for inclusion on the City of Southlake website, subject to the City approval. Any additional services related to the preparation, formatting, and arrangement of SHS material on the city website shall be at the discretion of the Director of Community Services or his designee. 3. Maintain local membership and act as the local historical society for Southlake. 4. Provide five (5) community events to the public annually, for the term of the agreement. Proposed events include, but are not limited to, the annual Cemetery Tour, three (3) log house events and one (1) major event or exhibit. Community Services staff will work with SOUTHLAKE HISTORICAL SOCIETY to develop proposed events and the Community Services staff will review the proposed line up each year. 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 SHS. The City liaison shall be apprised by SHS of all SHS board meetings, SHS shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the SHS board at all scheduled meetings. a. Name: Milenka Lopez b. Title: Assistant to the Director of Community Services DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-10 c. Phone: (817) 748-8963 d. Email Address: mlopez(a-ci.southlake.tx.us 2. The City liaison shall be notified by SHS of any events to be held at the Log Cabin. SHS shall forward via email event information to include the event date, time and expected attendance. Such notification shall be provided thirty (30) days prior to each event. 3. Provide lockable, storage space at the Department of Community Services' storage building, located at the City's Service Center, 1950 E. Continental Blvd., Southlake, Texas 76092, or other location as deemed appropriate by the Director of Community Services. 4. 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. 5. 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 is subject to review and possible revision prior to posting either in a story or PSA/ advertising format. 6. Provide access to the City's logo for use by SHS. Such use is subject to review and approval by the City's Deputy Director of Communications. 7. Provide at no cost to SHS in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to SHS business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 8. Provide to SHS 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. DocuSign Envelope ID: 47EF5F4C-9ABF-4F92-B657-CB88016F7792 Item 40-11 SECTION B PERFORMANCE AND QUALITY MEASURES SHS will provide the services described in the Appendix, Section A, in a professional manner throughout the entire term of the agreement. In evaluating SHS's performance pursuant to Section 8 of this Agreement, the City will determine whether SHS has met the following performance measures: A. The SHS organization will track attendance and participation at SHS events it provides the community throughout the year and provide that information to city staff at the end of each fiscal year (September 30). B. SHS will provide an assessment of value, including a detailed budget sheet outlining how the City's funding is utilized in support of SHS, that demonstrates the value their program created in the community for the period of the contract at the end of each fiscal year (September 30).