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Item 4P - memoItem 4P-1 CITY OF SOUTHLAKE MEMORANDUM September 8, 2022 TO: Shana K. Yelverton, City Manager FROM: Chris Tribble, Director of Community Services SUBJECT: Approve Amended Community Services Agreement with Southlake Sister Cities for the term October 1, 2022 — September 30, 2024 Action Requested: City Council approval of the Amended Community Services Agreement with Southlake Sister Cities (SSC) for the term October 1, 2022 — September 30, 2024. Background Information: The City works with non-profit community organizations such as Southlake Sister Cities to provide important social, educational, and cultural programs and services to Southlake citizens and businesses. City Council approved a Community Services Agreement with Southlake Sister Cities 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 Sister Cities on behalf of Southlake citizens, the City agrees to an increased annual payment of $8,100 to SSC which will be dispersed by November 1st of each year. This represents an 8% increase from $7,500. The proposed agreement mirrors their previous agreement, with the exception of the following changes: • 8% increase in annual payment, changing from $7,500 to $8,100 annually. City of Southlake Values. - Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4P-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 Sister Cities 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 Sister Cities Community Services Agreement Staff City of Southlake Values. - Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4P-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 Sister Cities for the term October 1, 2022 — September 30, 2024. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork DocuSign Envelope ID: E18DD4A7-3677-403C-BCAD-33C21F5BDC49 Item 4P-4 AMENDED AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE SISTER CITIES 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 Sister Cities, a non-profit corporation of Texas, acting by and through its duly authorized President (hereinafter referred to as "SSC"), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of SSC is to provide for the fostering of global understanding, friendship and communication through education and exchange; and WHEREAS, City and SSC desire to enter into an amended Agreement whereby SSC will continue to act as the official liaison between Southlake's sister cities, host visitors, provide education regarding the sister cities, promote the Sister Cities program, and represent Southlake in exchange visits to any sister city; NOW, THEREFORE, City and SSC, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. SSC 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 SSC STAFF CONTACTS A. SSC and the City shall both provide staff liaison's as outlined in the attached Appendix, Section A. SECTION 3 GOVERNANCE DocuSign Envelope ID: El8DD4A7-3677-403C-BCAD-33C21 F5131DC49 Item 4P-5 A. SSC 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 SSC board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the efforts of SOUTHLAKE SISTER CITIES to foster global communication, understanding and friendship rather than provide such service, City agrees to an annual payment to be paid to SOUTHLAKE SISTER CITIES in the amount of $8,100 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 SISTER CITIES as described in the attached Appendix, Section A. SECTION 5 REPORTING A. SSC shall generate and provide to Milenka Lopez, Assistant to the Director of Community Services 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 Southlake Sister Cities to the City. SECTION 6 INSURANCE AND INDEMNIFICATION A. SSC 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 CARS, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. CARS 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 DocuSign Envelope ID: El8DD4A7-3677-403C-BCAD-33C21 F5131DC49 Item 4P-6 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, SSC 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, 2022 and ending September 30, 2024. This agreement may be renewed for up to one successive three-year period 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. 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 SSC ceases to provide services, SSC 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. DocuSign Envelope ID: E18DD4A7-3677-403C-BCAD-33C21F5BDC49 Item 4P-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. SSC, its mission and the services, outlined on page 1 of the agreement, link to the City's strategy through the following strategic objectives: • C4 Attract and keep top -tier businesses to drive a dynamic and sustainable economic environment • 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. DocuSign Envelope ID: E18DD4A7-3677-403C-BCAD-33C21F5BDC49 Item 4P-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 Southlake Sister Cities have executed this Agreement as of this day of )2022. Mayor, City of Southlake LDocuSigned by: H President, Southlake Sister Cities Approved as to form and legality: City Attorney ATTEST: Amy Shelley, TRMC City Secretary DocuSign Envelope ID: El8DD4A7-3677-403C-BCAD-33C21 F5131DC49 Item 4P-9 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND SOUTHLAKE SISTER CITIES APPENDIX SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, SSC shall provide the following services: 1. SSC staff contact person to serve as a liaison between the SSC and the City: a. Vre: Katy Hintze b. tle: President c. Phone: 817-251-8548 d. Email Address: katyhintzeC@-yahoo.com 2. Act as the official liaison between Southlake sister cities and friendly cities. Current sister city relationships include: Tome, Japan (Sister City), and Suzhou Wuzhong District, China (Friendly City). 3. Serve as host for visitors from Southlake Sister Cities including arrangement of overnight accommodations, meals, touring, transportation, official receptions, etc. 4. Promote the Southlake Sister Cities program to the citizens of Southlake. 5. Represent Southlake in exchange visits to Southlake Sister Cities. 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 SSC. The City liaison shall be apprised by SSC of all SSC board meetings, SSC shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the SSC board at all scheduled meetings. a. Name: Milenka Lopez b. Title: Assistant to the Director of Community Services c. Phone: (817) 748-8963 d. Email Address: mlopezC@ci.southlake.tx.us DocuSign Envelope ID: El8DD4A7-3677-403C-BCAD-33C21 F5BDC49 Item 4P-10 2. Provide a presence on the www.citvofsouthlake.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 3. Consider posting information contained in press releases on www.MySouthlakeNews.com and/or www.CitvofSouthlake.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. 4. Provide access to the City's logo for use by SSC. Such use is subject to review and approval by the City's Deputy Director of Communications. 5. Provide at no cost to SOUTHLAKE SISTER CITIES in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to SOUTHLAKE SISTER CITIES business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 6. Provide to SOUTHLAKE SISTER CITIES in accordance with current policies, guidelines and reservation fee schedule, for the use of City facilities at The Marq Southlake for the applicable reservation fee, for events and meetings directly related to SOUTHLAKE SISTER CITIES business. Requests for reservations at The Marq Southlake shall follow current reservation procedures and fee schedule as outlined in the City's Fee Schedule. SECTION B PERFORMANCE AND QUALITY MEASURES A. In evaluating SSC's performance pursuant to Section 8 of this agreement, the City will determine whether SSC has met the following performance measures: 1. SSC will act as the official liaison, represent the City, and provide the services described in the Appendix, Section A, in a professional manner throughout the entire term of the agreement. 2. SSC will develop and provide a detailed annual report, including a detailed budget sheet, on its programs and events, and on how the City's funding is utilized in support of SSC at the end of each fiscal year (September 30).