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PROFESSIONAL SERVICES AGREEMENT <br />BY AND BETWEEN THE CITY OF PARIS, TEXAS AND <br />TEXAS PROPERTY ASSESSED CLEAN ENERGY AUTHORITY <br />THIS AGREEMENT is made and entered by and between the City of Paris, <br />Texas, hereinafter referred to as "Local Government", and TEXAS PROPERTY <br />ASSESSED CLEAN ENERGY (PACE) AUTHORITY (dba Texas PACE Authority), a <br />Texas non-profit business association, hereinafter referred to as "Services Provider" to <br />be effective from and after the date as provided herein. <br />WITNESSETH: <br />WHEREAS, the City Council of Local Government desires to engage the services <br />of a qualified consultant to administer a Texas Property Assessed Clean Energy program <br />for Local Government pursuant to the Property Assessed Clean Energy Act ("PACE <br />Act"), Texas Local Government Code Chapter 399, and serve as Authorized <br />Representative pursuant to Tex. Local Gov't Code §399.006(b), hereinafter referred to as <br />the "Program"; and <br />WHEREAS, Services Provider desires to render such services for Local <br />Government upon the terms and conditions provided herein — <br />NOW, THEREFORE, for and in consideration of the covenants contained herein, <br />and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: <br />I. ENGAGEMENT <br />Local Government hereby agrees to retain Services Provider to serve as <br />administrator of Local Government's Program and Services Provider agrees to <br />perform such services in accordance with the terms and conditions of this Agreement. <br />II. SCOPE OF SERVICES <br />The parties agree that Services Provider shall perform such services as are <br />further described in Exhibit "A" hereto (collectively "Scope of Services"). The parties <br />understand and agree that deviations or modifications in the Scope of Services may be <br />authorized from time to time by Local Government but said authorization must be made <br />in writing. <br />III. TERM OF AGREEMENT <br />The initial term of this Agreement shall commence upon the complete execution of <br />the Agreement by Local Government and Services Provider. Notwithstanding the <br />termination of this Agreement, Services Provider shall be permitted to continue <br />PROFESSIONAL SERVICES AGREEMENT PAGE 1 <br />