Item 4EM E M O R A N D U M
February 3, 2009
To: Shana Yelverton, City Manager
From: Greg Last, Director of Economic Development
Subject: Approve a Scope of Service Agreement with the Southlake
Chamber of Commerce for 2008-2009.
Action
Requested:
Authorize the Mayor to execute a Scope of Service Agreement
with the Southlake Chamber of Commerce for 2008-2009.
Background
Information:
Attached is an Agreement for Services with the Southlake
Chamber of Commerce for fiscal year 2008-2009. The
Agreement identifies the various services the Chamber provides
to the benefit of Southlake in exchange for an annual fee of
$15,000.
The Chamber provides various services that are not listed in the
Agreement, such as responding to numerous questions from
the public on a daily basis regarding the City.
Financial
Considerations:
The approved budget amount of $15,000 / year would be made
in quarterly payments of $3,750.
Strategic Link:
Three Strategic Links correspond with the action requested:
C4: Attract and keep top-tier businesses to drive a dynamic and
sustainable economic environment; B2: Collaborate with select
partners to implement service solutions; L5: Actively promote
opportunities for partnerships and volunteer involvement
(individual and group).
Citizen Input/
Board Review:
None
Legal Review:
The attorneys have reviewed the agreement.
Alternatives:
Denial or revised approval.
Supporting
Documents:
Agreement is attached.
Staff
Recommendation:
Recommend approval per the approved budget.
AGREEMENT FOR SERVICE
STATE OF TEXAS
§
COUNTY OF TARRANT
§
THIS AGREEMENT
(“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 authorized City Manager (hereinafter
referred to as "City"), and the Southlake Chamber of Commerce (hereinafter referred to
as "Chamber") a nonprofit corporation operating in Southlake, Tarrant County, Texas as
an organization described in section 501(c)(6) of the Internal Revenue Code, acting by
and through its duly authorized President.
WHEREAS
, the purpose of the Chamber is to promote the economic, cultural, and civic
welfare of the City of Southlake by encouraging the growth of existing businesses and
industries, and assisting new firms and individuals in locating to the City while
maintaining the highest professional and social standard; and
WHEREAS
, the City and the Chamber desire to enter into an Agreement whereby the
Chamber will provide various services for the benefit of the City;
NOW, THEREFORE, KNOW ALL BY THESE PRESENT
: That the City and the
Chamber do hereby covenant and agree as follows:
SECTION 1
SCOPE OF SERVICES
1.The Chamber shall provide the following services:
2.Produce 12,500 Southlake street maps listing the City of Southlake as a co-sponsor.
3.Produce 12,500 Membership and Community Directories annually that include
pertinent City and school district information. Mail the Membership and Community
Directory and City Map to every household, and others as requested (approximately
8,000 per year).
4.Distribute approximately 400 Southlake relocation packets annually to prospective
residents.
5.Host Leadership Southlake in conjunction with the City. “Leadership Southlake” is
an annual event beginning in the fall of each year which is designed to educate
participants as to various aspects of the City and to target leaders through educational
programs and interactive sessions.
6.Host events that bring visitors to Southlake Town Square from within the community
as well as from the entire Dallas/Fort Worth Metroplex.
Southlake Chamber of Commerce Service Agreement February 3, 2009 Page 1
7.Organize and host an annual awards banquet. Awards presented include Citizen of the
Year, Youth of the Year, Small Business of the Year, Corporate Business of the Year,
Economic Development Impact Award, Director of the Year and Chairman’s Awards.
8.Attend events, such as tradeshows, at the invitation of City’s Economic Development
Director in order to help promote the City of Southlake.
9.Provide to the City editorial space in the Chamber’s newsletter.
10.Track, answer, and refer City of Southlake calls and emails, and forward possible
leads to the City of Southlake’s Economic Development department.
11.Provide to the City two ex-officio board seats to the City of Southlake held by the
City Manager and Economic Development Director.
12.Provide committees to work to identify ways to help with workforce development,
business retention in the community, keep tax dollars local, and more.
13.Provide realtors tools to help them bring prospective residents to Southlake.
SECTION 2
CHAMBER FUNCTIONS
1.Hours of Operation shall be solely defined by Chamber.
2.The City shall have the right to review the books and records kept incidental to the
services provided by Chamber to the City.
SECTION 3
CITY FUNCTIONS
1.Provide staff liaison that offers guidance and information to Chamber as needed.
2.Provide limited access to the City’s cable channel broadcast, in accordance with the
City’s Cable Channel Policy, to promote events where the City of Southlake holds an
affiliate role.
3.Provide limited access to the City’s meeting rooms, in accordance with the City’s
Town Hall Use Policy, to committees where the City of Southlake holds an active
role.
4.Provide monthly report on activities impacting the City and its economic health and
development.
5.Have City representative attend monthly Chamber board meetings.
Southlake Chamber of Commerce Service Agreement February 3, 2009 Page 2
SECTION 4
PAYMENT FOR SERVICES
City agrees to pay to the Chamber the sum of Fifteen Thousand Dollars ($15,000) per
year, or Three Thousand, Seven Hundred Fifty Dollars ($3,750), each quarter, in payment
for services described in Section 1 hereinabove.
SECTION 5
TERM OF AGREEMENT
1.The term of this agreement shall be for a period of one (1) year beginning October 1,
2008 (“Effective Date”) and ending September 30, 2009.
2.Either party may terminate this Agreement upon 30 days written notice to the other
party. Upon termination, or if Chamber ceases to provide services under this
Agreement, Chamber shall return any unexpended funds paid pursuant to this
Agreement.
SECTION 6
INDEPENDENT CONTRACTOR
In performing the services hereunder, Chamber is acting as an independent contractor,
and shall not be deemed an employee, agent or partner of the City. Neither party shall
have the authority to make binding representations or agreements on behalf of the other.
SECTION 7
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.
SECTION 8
MISCELLANEOUS
:
1.SeverabilityIf any term or provision of this Agreement is deemed by a court of
competent jurisdiction to be illegal or unenforceable, this Agreement shall survive
and shall be interpreted as if such illegal or unenforceable term or provision were not
contained in this Agreement.
.
2.Entirety This Agreement and the attachments attached hereto constitute the sole and
entire agreement of the parties with respect to the subject matter of this Agreement
and supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter of this Agreement.
Southlake Chamber of Commerce Service Agreement February 3, 2009 Page 3
3.Amendment:This Agreement may not be modified or amended unless such
modification or amendment is in writing and signed by both parties.
:
4.NoticeAll notices required or permitted to be sent hereunder shall be delivered in
person, by courier or overnight delivery service or by depositing same in the United
States mail, return receipt requested. Such notices shall be deemed delivered on the
date received and shall be delivered to the parties at the following addresses:
If to City: If to Chamber:
City of Southlake Southlake Chamber of Commerce
Attn: Mayor Attn: President
1400 Main St., Suite 460 1501 Corporate Circle, Suite 100
Southlake, Texas 76092 Southlake, Texas 76092
Either party may change their address for notice purposes by providing notice as required
by this paragraph.
:
5.Governing Law and VenueThis Agreement shall be construed under and governed
by, and in accordance with the substantive laws of the State of Texas,
notwithstanding any choice-of-law provisions thereof. All obligations of the parties
hereto, created by this Agreement are fully performable in Tarrant County, Texas.
Venue in any suit or cause of action under this Agreement shall lie exclusively in
Tarrant County, Texas.
6.Attorney’s Fees/Costs: If it becomes necessary to bring any legal action to interpret
or enforce the terms of this Agreement, the prevailing party in such action shall be
entitled to recover from the non-prevailing party, the prevailing party’s reasonable
attorney’s fees and costs of court. The City’s right to recover such fees under such
circumstances is contained in section 271.159 of the Texas Local Government Code.
Southlake Chamber of Commerce Service Agreement February 3, 2009 Page 4
IN WITNESS WHEREOF
the City and Chamber have executed this agreement to be
effective on the Effective Date.
Approved as to legal form
and adequacy: City of Southlake:
_________________________ By:______________________________
Attorney at Law Mayor, City of Southlake
Southlake Chamber of Commerce:
By:______________________________
Name:____________________________
Title: _____________________________
Southlake Chamber of Commerce Service Agreement February 3, 2009 Page 5