2008-086-RES APPROVING AND AUTHORIZING A PROFESSIONAL SERVICE AGREEMENT WITH THE LAMAR COUNTY HISTORICAL MUSEUM TO PERFORM CERTAIN SPECIALIZED SERVICES TO HTE CITY OF PARIS AND ITS CITIZENSRESOLUTION NO. 2008-086
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT WITH THE LAMAR COUNTY HISTORICAL MUSEUM TO
PERFORM CERTAIN SPECIALIZED SERVICES TO THE CITY OF PARIS AND
ITS CITIZENS; MAKIIVG OTHER FINDINGS A1VD PROVISIONS RELATED TO
THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, The Lamar County Historical Museum, 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 with the Service Organization to provide partial funding
to the Service Organization; and,
WHEREAS, the Service Organization will provide certain specialized services (as
described in the Agreement) to the community that will benefit the City by: 1) providing
specialized services for which the City has limited or no expertise; 2) providing specialized
services in a more efficient manner and at a lower cost; 3) providing specialized services
under a recognized name and as a recognized source in the community for specialized
expertise in the area of said specialized services; 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
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 city manager is hereby authorized to execute and the City
Clerk to attest to a Professional Services Agreement, by and between the City of Paris and
The Lamar County Historical Museum for the performance of certain specialized services as
set out in said Agreement, a copy of which is attached hereto and incorporated herein as
Exhibit A.
Section 3. That this resolution shall be effective from and after its date of
passage.
PASSED AND APPROVED this 13th day of October, 2008.
ATTEST:
,
nice Ellis, City Clerk
APPROVED AS TO FORM:
Wl-!
W. Kent McIlyar, (~Attorney
esse Ja s Freelen, Mayor
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PARIS
AND THE LAMAR COUNTY HISTORICAL MUSEUM
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 home-rule municipality with its offices located at 125 First
Street S.E., in the City of Paris, Lamar County, Texas, hereinafter referred to as "CITY" and the Lamar
County Historical Museum whose offices are located at 1009 W. Kaufman, 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 with the SERVICE
ORGANIZATION to provide such specialized services to City of Paris and its citizens; and,
WHEREAS, the with Service Organization will provide certain specialized services
(as described in the Agreement) in the community that will benefit the City by: 1) providing
specialized services for which the City has limited or no expertise; 2) providing specialized
services in a more efficient manner and at a lower cost; 3) providing specialized services
under a recognized name and as a recognized source in the community for specialized
expertise in the area of said specialized services; 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, FOR AND 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 and its citizens
during the term of this agreement:
To provide and maintain the Lamar County Historical Museum for the edification
and enjoyment of citizens and visitors to our community.
EXHIBt1'_1..
II. Funding
For and in consideration of these services, CITY agrees to pay to SERVICE ORGANIZATION, a
one-time payment, in the amount of $5,000.00 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 of this Agreement.
III. Reporting
No later than ninety (90) days prior to the termination of this 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, 2008 and end on September 30, 2009.
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. If the SERVICE ORGANIZATION terminates the Agreement prior to providing the services
required herein, so shall refund that portion of the one-time payment received ($5,000) on a pro
rata basis.
VI. Release/Indemnification
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.
VII. Independent Contractor
SERVICE ORGANIZATION shall be considered for all purposes under this Agreement an
independent contractor, and not an employee, agent, or other representative of CITY. Nothing in
this Agreement shall change the SERVICE ORGANIZATION's independent contractor status or
create any kind of joint enterprise between the SERVICE ORGANIZATION and the CITY.
VIII. Miscellaneous
This Agreement may be assigned by SERVICE ORGANIZATION only with the express written
consent of CITY.
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.
This Agreement, and every provision hereof, shall be considered severable, and the
invalidity or partial invalidity of any section, clause, or provisions of this Agreement shall not affect
the validity of any other portion of this Agreement.
This Agreement shall be interpreted exclusively under the laws and ordinances of the State
of Texas and the City of Paris.
EXECUTED this 13th day of October, 2008.
ATTEST: CITY OF PARIS, TEXAS
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar City Attorney
Kevin Carruth, City Manager
THE LAMAR COUNTY HISTORICAL
MUSEUM
ATTEST:
Dr. William Hayden, Executive Director