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2009-106-RES-Agreement with Keep Paris BeautifulRESOLUTION NO. 2009-106 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH KEEP PARIS BEAUTIFUL/MAKE LAMAR COUNTY SHINE TO PERFORM CERTAIN SPECIALIZED SERVICES TO THE CITY OF PARIS A1VD ITS CITIZENS; MAKING OTHER FIIVDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, The Keep Paris Beautiful/Make Lamar County Shine, 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 Ciry 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 Ciry 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 Keep Paris Beautiful/Make Lamar County Shine 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 28th day of September, 2009. ATTEST: ~ nice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, i Attorney , sse Ja s Freelen, Mayor PROFESSIOIVAL SERVICES AGREEMENT BY AIVD BETWEEN THE CITY OF PARIS AND KEEP PARIS BEAUTIFULIMAKE LAMAR COUIVTY SHINE STATE OF TEXAS COUNTY OF LAMAR 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 Keep Paris Beautiful/Make Lamar County Shine, whose offices are located at 1125 Bonham Street, 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 Service Organization will provide certain specialized services as described herein and as further described in the Service Organization's mission statement 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 the furtherance of a public purpose; 1VOW, 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 implement various projects which include Spring and Fall Trash Off, house demolition, paint grants, rails to trails, recycling efforts, reduce illegal dumping and education within the City of Paris. II. Funding For and in consideration of these services, CITY agrees to provide partial funding to the SERVICE ORGANIZATION, in the form of 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 EXHIBIT 4 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, 2009 and end on September 30, 2010. 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 ORGAIVIZATION terminates the Agreement prior to providing the services required herein, the SERVICE ORGANIZATION shall refund that portion of the one-time payment received ($5,000) on a pro rata basis. VI. Release/Indemnification By the entering into this Agreement, SERVICE ORGANIZATION agrees to in all things release, indemnify and hold C1TY, 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 or actions 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 ORGANtZATION only with the express written consent of Ciry Manager of the City of Paris, Texas. SERVICE ORGANIZATION and CITY agree that the services provided 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 28th day of September, 2009. ATTEST: Janice Ellis, City Clerk CITY OF PARIS, TEXAS Kevin Carruth, City Manager APPROVED AS TO FORM: W. Kent McIlyar City Attorney ATTEST: KEEP PARIS BEAUTIFUL / MAKE LAMAR COUNTY SHINE Paula McFadden, President