07-Q Breakfast Opt Club ExhibitDRAFT
F:ALICE\RFSOWRK\CURRENT\ Specialized Services Prof Serv Contract-Breakfast Oprimist
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PARIS
AND BREAKFAST OPTIMIST OF PARIS, INC.
STATE OF TEXAS §
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR §
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 Breakfast Optimist of Paris, Inc. whose offices are located at Breakfast Optimist of
Paris, Inc., 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) avoiding duplication of services; 2) 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; 3) 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; 4) having performed such services successfully for a lengthy period of
time; 5) providing a service to a segment of the community comparable to a service which CITY
customarily and ordinarily provides, but CITY is currently providing such services to a different
but related segment of the community and said SERVICE ORGANIZATION is better equipped
to provide such service to the other segment of the community; 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:
1. Scope of Services
SERVICE ORGANIZATION agrees to provide the following services to CITY during the term
of this agreement:
With respect to the operation of Woodall baseball field, to provide lighting in
support of those activities customarily provided by the City of Paris for parks and
recreational purposes, specifically youth baseball, for young persons in the City of
Paris who desire to participate in baseball activities, thereby diminishing the
activities of such young people in gang related activities, vagrancy, and other
potentially detrimental and criminal activities.
II. Compensation
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
By or before ninety (90) days prior to the termination of this Agreement as provided
herein, SERVICE ORGANIZATION sha11 provide to CITY the following information in writing:
1. A financial statement, in such detail and containing such information as CITY sha11
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 sha11 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 sha11 begin on October 1, 2004 and end on September 30, 2005.
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 a subcontractor to CITY, and not an employee, agent, or other
representative of CITY.
2. By entering into this Agreement, SERVICE ORGANIZATION agrees to in a11
things indemnify and hold CITY, its officers and employees, harmless from any
and a11 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
a11 legal actions arising under this Agreement, if any, sha111ie 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 , 2004.
CITY OF PARIS, PARIS, TEXAS
Curtis Fendley, Mayor
ATTEST:
Sherian Dixon, Assistant City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
BREAKFAST OPTIMIST OF PARIS, INC.
Roy Gwinn, Member, Board of Directors
ATTEST: