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07-O Models of Maker ExhibitDRAFT F:ALICE\RFSOWRK\CURRENT\ Specialized Services Prof Serv Contract-Models of the Maker PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PARIS AND MODELS OF THE MAKER 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 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, 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 during the term of this agreement: 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 $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: 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; 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 MODELS OF THE MAKER Cindy Bowlin, Executive Director ATTEST: