04-C4 Prof Serv Agr Models of the Maker
RESOLUTION NO.
f:attorney\reswork\current\Sspecialized Services Prof Serv Contract Res-Models of the Maker
October 1, 2007
DRAFT
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT WITH MODELS OF THE MAKER TO PERFORM CERTAIN
SPECIALIZED SERVICES ON BEHALF OF THE CITY OF PARIS;
MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE
SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, Models of the Maker, hereinafter referred to as Service Organization, possesses
certain specialized expertise, personnel, equipment, and training necessary to provide certain
community based specialized services unique to said organization and unavailable from any other
readily available source; and,
WHEREAS, the City of Paris, hereinafter referred to as City, desires to enter into a
Professional Services Agreement for Service Organization to provide such specialized services to
the City; and,
WHEREAS, contracting with Service Organization to provide said specialized services will
benefit the City by: 1) providing specialized services for which the City has limited or no expertise;
2) providing specialized services for which the City has limited or no equipment; 3) providing
specialized services in a more efficient manner and at a lower cost by operating at a much larger
scale than the City is able to operate; 4) being generally acknowledged in the community and
recognized as an established source of said services with well established procedures and processes
for performing such services; 5) being a recognized source in the community for specialized
expertise in the area of said specialized services; 6) allowing the City's employees to focus on other
issues more directly related to their primary function; and,
WHEREAS, the City Council finds and determines that contracting with said Service
Organization will benefit the health, safety, and welfare of the citizens of the City of Paris in the
furtherance of a public purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby in all things
approved.
Section 2. That the mayor is hereby authorized to execute and the City Clerk to attest to a
Professional Services Agreement, a copy of which is attached hereto as Exhibit A and incorporated
herein for all purposes, by and between the City of Paris and Models of the Maker for the
performance of certain specialized services as set out in said agreement.
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PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PARIS
AND MODELS OF THE MAKER
STATE OF TEXAS ~
COUNTY OF LAMAR ~
KNOW ALL MEN BY THESE PRESENTS:
This Professional Services Agreement, hereinafter referred to as the "Agreement," entered
into by and between the City of Paris, a municipality and home rule city with its offices located at
125 First Street S.E., in the City of Paris, Lamar County, Texas, hereinafter referred to as "CITY"
and Models of the Maker whose offices are located at 1202 Pine Bluff, in the City of Paris, Lamar
County, Texas, hereinafter referred to as "SERVICE ORGANIZATION".
WITNESSETH
WHEREAS, SERVICE ORGANIZATION possesses certain specialized expertise,
personnel, equipment, and training necessary to provide certain community-based specialized
services unique to said organization and unavailable from any other readily available source; and,
WHEREAS, CITY desires to enter into a Professional Services Agreement for SERVICE
ORGANIZATION to provide such specialized services to CITY; and,
WHEREAS, contracting with SERVICE ORGANIZATION to provide said specialized
services will benefit CITY by: 1) providing specialized services for which CITY has limited or no
expertise; 2) providing specialized services for which CITY has limited or no equipment; 3)
providing specialized services in a more efficient manner and at a lower cost by operating at a much
larger scale than CITY is able to operate; 4) being generally acknowledged in the community and
recognized as an established source of said services with well established procedures and processes
for performing such services; 5) being a recognized source in the community for specialized
expertise in the area of said specialized services; 6) allowing CITY's employees to focus on other
issues more directly related to their primary function; and,
WHEREAS, the City Council finds and determines that contracting with said SERVICE
ORGANIZATION will benefit the health, safety, and welfare of the citizens of the City of Paris in
the furtherance of a public purpose;
NOW, THEREFORE, FORAND IN CONSIDERATION OF THESE PREMISES, and
the mutual consideration as set out herein, CITY and SERVICE ORGANIZATION agree as follows:
I. Scope of Services
SERVICE ORGANIZATION agrees to provide the following services to CITY during the
term of this agreement:
EXHIBIT A
To assist the City of Paris in dealing with the problems of homeless women and to
keep such women from being vagrants and embarking on a life of crime and public
dependency in the City of Paris.
II. Compensation
For and in consideration of these services, CITY agrees to pay to SERVICE
ORGANIZATION, a one-time payment, in the amount of $10,000.00 to be paid to SERVICE
ORGANIZATION within 30 days following an initial billing and invoice from SERVICE
ORGANIZATION to CITY for said services. Said invoice shall be in a form and contain such
information as CITY shall require. Upon receipt of the aforesaid one-time payment, SERVICE
ORGANIZATION shall be obligated to provide said services throughout the term ofthis Agreement.
III. Reporting
No later than ninety (90) days prior to the termination ofthis Agreement as provided herein,
SERVICE ORGANIZATION shall provide to CITY the following information in writing:
1. A financial statement, in such detail and containing such information as CITY shall
reqUIre;
2. A report of the number of citizens of the City of Paris served and directly benefitted
by the services provided under this Agreement during the previous nine (9) months
of services, or such other similar information as the CITY shall require;
3. A projected scope of services and cost projection for performance for the same or
similar services on behalf of CITY for an additional one year of service, should CITY
desire to renew this Agreement with SERVICE ORGANIZATION at the end of the
contractual term;
4. Any other information which CITY may reasonably require.
IV. Agreement Term
This Agreement shall begin on October 1, 2007 and end on September 30, 2008.
V. Termination.
This Agreement may be terminated by either party hereto at any time upon ten (10) days
written notice of termination to the other party. Such notice may be delivered personally to the
address shown in this agreement or by forwarding said notice to the other party by certified mail,
return receipt requested and shall be effective ten (10) days following receipt thereof by the other
party .
VI. Miscellaneous Provisions
1. SERVICE ORGANIZATION shall be considered for all purposes under this
Agreement an independent contractor, and not an employee, agent, or other
representative of CITY.
2. By entering into this Agreement, SERVICE ORGANIZATION agrees to in all things
indemnify and hold CITY, its officers and employees, harmless from any and all
liability, claims of liability, suits, claims of suit, or other similar acts arising out of
or in any way related to SERVICE ORGANIZATION's activities under this
Agreement, including claims of negligence or other similar claims.
3. This Agreement may be assigned by SERVICE ORGANIZATION only with the
express written consent of CITY.
4. SERVICE ORGANIZATION and CITY agree that the services under this Agreement
are to be performed in Lamar County, Texas, and venue for any and all legal actions
arising under this Agreement, if any, shall lie exclusively in the State Courts of
Lamar County, Texas and in the Federal Courts for the Eastern District of Texas.
5. This Agreement shall be interpreted exclusively under the laws and ordinances of the
State of Texas and the City of Paris.
EXECUTED this _ day of
,2007.
CITY OF PARIS, PARIS, TEXAS
Jesse James Freelen, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney