07-I American Red Cross ExhibitDRAFT
F:ALICE\RFSOWRK\CURRENT\ Specialized Services Prof Serv Contract-American Red Cross
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PARIS
AND THE AMERICAN RED CROSS, LAMAR COUNTY CHAPTER
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 the American Red Cross, Lamar County Chapter whose offices are located at 102
Lamar Avenue, 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 for which CITY has limited or no expertise; 3) providing specialized services for which
CITY has limited or no equipment; 4) 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; 5) allowing
CITY to avoid the necessity of incurring substantial cost in training employees to perform such
specialized services on a limited basis; 6) 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; 7) having performed such services successfully for a lengthy period
of time; 8) 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,
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:
To be prepared to provide and to provide emergency services, such as shelters,
food, medical supplies, medical treatment and other related services, during the
course of any identified emergency circumstance within the City of Paris; to
provide specialized equipment in furtherance of such emergency services; and to
augment and assist City of Paris emergency personnel in providing such services.
II. Compensation
For and in consideration of these services, CITY agrees to pay to SERVICE ORGANIZATION,
a one-time payment, in the amount of $6,000.00 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, sha11 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 , 2004.
CITY OF PARIS, PARIS, TEXAS
Curtis Fendley, Mayor
ATTEST:
Sherian Dixon, Assistant City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
THE AMERICAN RED CROSS
LAMAR COUNTY CHAPTER
Lisa McAllister, Executive Director
ATTEST: