Item 4FCity of Southlake, Texas
M E M O R A N D U M
October 29, 2007
TO: Shana Yelverton, City Manager
FROM: Greg Last, Director of Economic Development
Approve a Scope of Service Agreement with the Southlake Chamber of
SUBJECT:
Commerce for 2007-08
______________________________________________________________________________
Action Requested:
Authorize the Mayor to execute a Scope of Services Agreement with the
Southlake Chamber of Commerce for 2007-08.
Background
Information:
Attached is an Agreement for Service with the Southlake Chamber of
Commerce for fiscal year 2007-08. The changes in this year’s agreement
include the omission of the Annual Sidewalk Sale event, a description of
“Leadership Southlake”, and the addition of § 8 (“Miscellaneous”) per the
attorney. 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,
including fielding numerous questions on a daily basis regarding city
services, such as who does one contact to have water turned on, and
conducting a business retention and expansion program that is continuing to
evolve.
Financial
Considerations:
The approved budget amount of $15,000 / year would be made in quarterly
payments of $3,750.
Citizen Input/
Board Review:
None
Legal Review:
The attorneys have reviewed the agreement. The following changes have
been made by the attorney:
§ 1.4: added definition of “Leadership Southlake”
§ 8: added this section “Miscellaneous” in its entirety (to include
boilerplate provisions for ‘Severability’, ‘Entirety’, ‘Amendment’,
‘Notice’, ‘Governing Law and Venue’, and ‘Attorney’s Fees/Costs’)
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
The Chamber shall provide the following services:
1. Produce 12,500 Southlake street maps listing the City of Southlake as a co-sponsor.
2. 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).
3. Distribute approximately 400 Southlake relocation packets annually to prospective residents.
4. 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.
5. Host events that bring visitors to Southlake Town Square from within the community as well as from the entire
Dallas/Fort Worth Metroplex.
6. 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.
7. Attend events, such as tradeshows, at the invitation of City’s economic development director in order to help promote
the City of Southlake.
8. Provide to the City editorial space in the Chamber’s newsletter.
9. Track, answer, and refer City of Southlake calls and emails, and forward possible leads to the City of Southlake’s
Economic Development department.
10. Provide to the City two ex-officio board seats to the City of Southlake held by the City Manager and Economic
Development Director
11. Provide committees to work to identify ways to help with workforce development, business retention in the
community, keep tax dollars local, and more.
12. Provide realtors tools to help them bring prospective residents to Southlake.
Chamber of Commerce Service Agreement – November 6, 2007 Page 1
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.
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, 2007 (“Effective Date”) and
ending September 30, 2008.
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.
Chamber of Commerce Service Agreement – November 6, 2007 Page 2
.
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.
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.
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: _____________________________
Chamber of Commerce Service Agreement – November 6, 2007 Page 3