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administration of any third -party agreements under the Program commenced prior to <br />termination of this Agreement, and to recover any compensation due Services Provider <br />for services performed in accordance with Section IV of this Agreement. <br />IV. COMPENSATION AND EXPENSES <br />Services Provider shall be paid for performance of the Scope of Services set <br />forth in Exhibit "A", in accordance with the compensation schedule set forth in Exhibit "B" <br />hereto. Services Provider is entitled to payment in accordance with Exhibit "B"; however, <br />Local Government shall have no obligation to pay Services Provider for performance <br />of the Scope of Services. All payments to Services Provider shall be made by <br />participants in the Program in accordance with the PACE Act <br />V. INSURANCE <br />Services Provider agrees to meet all insurance requirements, and to require all <br />consultants who perform work for Services Provider to meet all insurance requirements, <br />as set forth in Exhibit "C" to this Agreement. <br />VI. INDEMNIFICATION <br />SERVICES PROVIDER AGREES TO INDEMNIFY AND HOLD LOCAL <br />GOVERMENT AND ITS RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, <br />HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, <br />PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING <br />DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH <br />RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT FROM LOCAL <br />GOVERNMENT ARISING OUT OF OR OCCASIONED BY SERVICES PROVIDER'S <br />BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, <br />VIOLATIONS OF LAW BY SERVICES PROVIDER, OR BY ANY NEGLIGENT, <br />GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION <br />OF THE SERVICES PROVIDER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, <br />SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE <br />OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR <br />ENTITIES FOR WHICH THE SERVICES PROVIDER IS LEGALLY RESPONSIBLE IN <br />THE PERFORMANCE OF THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN <br />THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY TO THE EXTENT <br />RESULTING FROM THE NEGLIGENCE OF LOCAL GOVERNMENT, AND ITS <br />OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS. LOCAL <br />GOVERNMENT DOES NOT WAIVE ANY GOVERNMENTAL IMMUNITY OR OTHER <br />DEFENSES AVAILABLE TO IT UNDER TEXAS OR FEDERAL LAW. THE <br />PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE <br />PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY <br />RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. <br />PROFESSIONAL SERVICES AGREEMENT PAGE 2 <br />