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Item 4PCITY OF rT MEMORANDUM September 26, 2012 TO: Shana Yelverton, City Manager FROM: Chris Tribble, Director of Community Services Department SUBJECT: Approve renewal of a Community Services Agreement with Arts Council Northeast Action Requested: City Council approval on the renewal of the Community Services Agreement with Arts Council Northeast (formerly ARTSNET) for a three year term to expire September 30, 2015. Background Information: The City has chosen to work with non - profit community organizations such as Arts Council Northeast to provide important social, educational, economic and cultural programs and services to Southlake citizens and businesses. Having a Community Services Agreement in place allows for these services to be provided without the City having to fund additional personnel and capital investments, as well as the ongoing administrative and operational expenses that would be required to provide these services to the community. The renewal agreement with Arts Council Northeast for your consideration today is a standardized agreement with an Appendix section pertaining to the specific scope of services with the organization. This agreement is for a three year period, October 1, 2012 - Septemer 30, 2015. The organization will schedule twelve (12) concert events free to the public between January — September annually to include, but not limited to, the Annual MasterWorks Southlake Music Series in Town Square. Community Services Department staff will work with Arts Council Northeast to develop proposed performances and the Southlake Arts Council will review the proposed line up each City of Southlake Values. Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Shana Yelverton, City Manager Meeting Date — September 25, 2012 Page 2 of 3 year. The concert schedule will be forwarded to you at a future meeting. In consideration for the services rendered by Arts Council Northeast on behalf of Southlake citizens, the City agrees to support Arts Council Northeast with an annual payment of $22,000, subject to annual approval of the operating budget by the Southlake City Council. A copy of the Community Services Agreement, detailing the organization's scope of services and the City's obligations is attached. Financial Considerations: Funding for the Community Services Agreement is included in the approved FY 2012 -13 annual budget, and will also be included in subsequent budget proposals for FY 2014 and FY 2015 as required by the term of the agreement. The total amount allocated for the proposed agreement for FY 2012- 2013 is $22,000, which represents no change from the previous year's budget. Strategic Link: This item is linked to the City's Strategy Map related to the focus areas of Performance Management and Service Delivery and Partnerships and Volunteerism and meets the corporate objectives to Collaborate with Select Partners to Implement Service Solutions and Promote Opportunities for Partnerships and Volunteer Involvement. Citizen Input/ Board Review: Arts Council Northeast has reviewed the proposed agreement and had no substantive changes. Southlake Arts Council recommended (4 -0) at their September 25, 2012 meeting City Council consideration October 2, 2012 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 of Southlake Values. Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Shana Yelverton, City Manager Meeting Date — September 25, 2012 Page 3 of 3 • City Council approval of Agreement as presented • City Council approval of Agreement with input as desired • City Council decision not to renew Agreement Supporting Documents: • Proposed Community Services Agreement Staff Recommendation: City Council approval of the Community Services Agreement with Arts Council Northeast as presented City of Southlake Values. Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork AGREEMENT BETWEEN CITY OF SOUTHLAKE AND ARTS COUNCIL NORTHEAST 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 the Arts Council Northeast, a non - profit corporation of Texas, acting by and through its duly authorized Executive Director (hereinafter referred to as "ARTS COUNCIL NORTHEAST'), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of ARTS COUNCIL NORTHEAST is to encourage, support and facilitate artistic cultural opportunities within the communities of North Tarrant County; and WHEREAS, City and ARTS COUNCIL NORTHEAST desire to enter into a Renewal Agreement whereby ARTS COUNCIL NORTHEAST will continue to provide assistance for art related projects and programs, youth summer art programs, art classes, citizen access to the arts, community cultural events, and educational programs while also offering free concerts and concert scheduling; NOW, THEREFORE, City and ARTS COUNCIL NORTHEAST, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. ARTS COUNCIL NORTHEAST 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 ARTS COUNCIL NORTHEAST STAFF CONTACTS ARTS COUNCIL NORTHEAST and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A. Community Services Agreement with Arts Council Northeast Page 2 of 7 SECTION 3 GOVERNANCE ARTS COUNCIL NORTHEAST 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 ARTS COUNCIL NORTHEAST board of directors. SECTION 4 CONSIDERATION In recognition that the City elected to support the ARTS COUNCIL NORTHEAST and their art initiatives rather than provide such service, City agrees to an annual payment to be paid to ARTS COUNCIL NORTHEAST in the amount of $22,000 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 ARTS COUNCIL NORTHEAST as described in the attached Appendix, Section A. SECTION 5 REPORTING A. ARTS COUNCIL NORTHEAST shall generate and provide to Kerry McGeath, Deputy Director of Community Services 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 ARTS COUNCIL NORTHEAST to the City. SECTION 6 INSURANCE AND INDEMNIFICATION ARTS COUNCIL NORTHEAST 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 ARTS COUNCIL NORTHEAST, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. ARTS COUNCIL NORTHEAST SHALL NOT BE REQUIRED TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FOR ANY DAMAGES OR LIABILITY FOUND BY A COURT TO Community Services Agreement with Arts Council Northeast Page 3 of 7 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, ARTS COUNCIL NORTHEAST 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, 2012 and ending September 30, 2015 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 ARTS COUNCIL NORTHEAST ceases to provide services under this Agreement, ARTS COUNCIL NORTHEAST 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 Arts Council Northeast 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. Arts Council Northeast, its mission and the services outlined in the attached Appendix, link to the City's strategy through the following strategic objectives: • Promote opportunities for partnerships and volunteer involvement • 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 Arts Council Northeast 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 ARTS COUNCIL NORTHEAST have executed this Agreement as of this day of 201 CITY OF SOUTHLAKE Mayor, City of Southlake ATTEST: Alicia Richardson, TRMC City Secretary ARTS COUNCIL NORTHEAST President, Arts Council Northeast Approved as to form and legality: City Attorney Community Services Agreement with Arts Council Northeast Page 6 of 7 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND ARTS COUNCIL NORTHEAST /_1 »4ki IQ1:1 SECTION A SCOPE OF SERVICES A. In return for payment described in Section 4 of this Agreement, ARTS COUNCIL NORTHEAST shall provide the following services: 1. ARTS COUNCIL NORTHEAST staff contact person to serve as a liaison between the ARTS COUNCIL NORTHEAST and the City: a. Name: Lee Koch b. Title: President c. Phone: 817 283 3406 d. Email Address: Ikoch (a�artscouncilnortheast.org 2. Perform twelve (12) concert events free to the public between January 1 and September 30 annually, for the term of the agreement. Proposed events include, but are not limited to the Annual MasterWorks Southlake Music Series in Town Square. Community Services staff will work with ARTS COUNCIL NORTHEAST to develop proposed performances and the Southlake Arts Council will review the proposed line up each year. 3. Scheduling of concerts and make up concerts, if necessary, will be by agreement of the City's Community Services Director and ARTS COUNCIL NORTHEAST. 4. Provide citizens access and opportunity to participate in the arts, support community cultural events, and provide educational programs to both children and adults in the community at no charge 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 ARTS COUNCIL NORTHEAST. The City liaison shall be apprised by ARTS COUNCIL NORTHEAST of all ARTS COUNCIL NORTHEAST board meetings, ARTS COUNCIL NORTHEAST shall forward a copy of the agenda for each meeting prior to any scheduled meetings, and the City liaison may participate with the ARTS COUNCIL NORTHEAST board at all scheduled meetings. a. Name: Kerry McGeath b. Title: Deputy Director Community Services c. Phone: 817 748 8384 Community Services Agreement with Arts Council Northeast Page 7of7 d. Email Address: kmcgeath(a)ci.south1ake.tx.us 2. Provide a presence on www.CitvofSouthlake.com which is limited to: a. One information page which includes organization name, mission, contact information and link to organization website; and 3. 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. 4. Publish in the quarterly editions of the Southlake Scene organization information to include organization name, mission, contact information and link to organization website. 5. Provide access to the City's logo for use by ARTS COUNCIL NORTHEAST. Such use is subject to review and approval by the City's Communications & Website Manager. 6. Provide at no cost to ARTS COUNCIL NORTHEAST in accordance with current policies and guidelines, the use of City facilities for events and meetings directly related to ARTS COUNCIL NORTHEAST 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 In evaluating ARTS COUNCIL NORTHEAST performance pursuant to Section 8 of this Agreement, the City will determine whether ARTS COUNCIL NORTHEAST has met the following performance measures: A. The ARTS COUNCIL NORTHEAST organization will track attendance at concerts they provide throughout the year and provide that information to city staff at the end of each calendar quarter. B. ARTS COUNCIL NORTHEAST 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. C. ARTS COUNCIL NORTHEAST will track attendance and participation in the arts programming it provides the community and will provide that information to city staff at the end of the calendar quarter.