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PROFESSIONAL SERVICES AGREEMENT <br />This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered <br />into by and between the CITY OF PARIS (the "City"), a home rule municipal corporation situated <br />in Lamar County, Texas and SOLID WASTE SPECIALISTS ("Consultant"). <br />1. SCOPE OF SERVICES. <br />Consultant hereby agrees to provide the City with professional services for the purpose of the <br />services outlined in Exhibit A, attached hereto and incorporated for all purposes incident to this <br />Agreement. More specifically describing the services to be provided hereunder. <br />Contractor will prepare the Request for Proposal and the Contract to indicate that the City is to <br />be reimbursed for the Fee for Services in accordance with the terms of this Contract. The documents <br />will state that full reimbursement must be received by the City within forty-five (45) days after the <br />award of the contract. <br />2. TERM. <br />This Agreement shall commence upon execution by the parties, ("Effective Date") and <br />terminate upon completion of the work specified, unless terminated earlier in accordance with the <br />provisions of this Agreement. Articles 6 and 8 herein shall survive the term of this agreement. <br />Consultant represents that it can complete the project within six (6) months after data is supplied to <br />Consultant for the existing Commercial and Industrial account base that will be utilized to prepare <br />the RFP <br />3. COMPENSATION. <br />This is a fixed-price contract. The City shall pay Consultant an amount not to exceed thirty- <br />nine thousand nine hundred forty and no/100s dollars ($39,940.00) in accordance with the fee <br />schedule incorporated herein as Exhibit B, and subject to the other terms and conditions of this <br />Agreement, in exchange for completion of all tasks and delivery of all services listed in Exhibit A, <br />Scope of Services. In the event of partial performance, the City shall pay Consultant for only the <br />itemized tasks completed and delivered. Consultant shall not perform any additional services for the <br />City not specified by this Agreement unless the City requests and approves in writing the additional <br />services and costs for such services. The City shall not be liable for any additional expenses of <br />Consultant not specified by this Agreement unless the City first duly approves such expenses in a <br />contract amendment executed by the City Manager or the City Manager's designee. <br />The Consultant shall submit payment invoices to the City. Invoices shall contain a detailed <br />breakdown to include: task or deliverables to the City and date provided for the billing period, the <br />amount billed for each task or deliverable, and the total amount due. <br />Payment for services rendered shall be due within thirty (30) days of the uncontested <br />performance of the particular services so ordered and receipt by City of Consultant's invoice for <br />payment of same. In the event of a disputed or contested billing, only that portion so contested may <br />be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any <br />contested portion of the billing until mutually resolved. City will exercise reasonableness in contesting <br />any billing or portion thereof. <br />Professional Services Agreement <br />Page 1 of 15 <br />