1984-081-RES WHEREAS, the City of Paris, has need for professional services and Shimek, Jacobs & Finklea, 820 Dallas

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PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made as of the 12th day of November ,1984, between Shimek, Jacobs & Finklea, Consulting Engineers , with its principal offices at 8333 Douglas Avenue, Suite 820, Dallas, Texas ,hereinafter sometimes called "Engineer", and the City of Paris, Paris, Texas, a municipal corporation, with offices at 135 1st Street S.L, Paris, Texas 75460, hereinafter sometimes called "Owner". WITNESSETH: For the promises and considerations, and upon the terms and conditions hereinafter set forth, the parties hereto agree as follows: ART! CLE I - Proj ect Owner hereby engages Engineer to perform professional services as described under this ARTICLE which relates to the project for 1985 Water Treatment Improvements - City of Paris, Project No. 802, hereinafter for convenience referred to as "Project". The professional services to be performed by Engineer are those services required to accomplish the "Scope of Work" in Appendix "A" hereto and such other services as may be required by Owner pursuant to ARTICLE IV, Changes, of this Agreement. ARTICLE II - Contract Sum Owner shall reimburse Engineer for the performance of the services required by the Contract, in accordance with Appendix "B" - Subsection B.l Cost Definitions and Multiplier. Notwithstanding any other understandings or agreements between the parties, unless specifically noted herein, the maximum payment by Owner to Engineer for the performance of the Contract shall not exceed Two Hundred Ei ht -Nine Thousand Two Hundred Sevent -One Dollars and Ninet -Ei ht Cents 289,271.98 which amount is herelnafter defined as "Guaranteed Maximum Contract Sum", "Contract Sum", or "GMCS". Such amount includes all applic- able sales and/or use taxes. On or about the tenth of the month, Engineer will submit to the Owner's Representative an application for payment, in triplicate, in such format and detail as specified in Appendix "B" and substantiated as Owner may require. The application for payment shall generally include all costs incurred by Engineer on work completed as of the first day of the calendar month. - 1 -