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AGREEMENT FOR PROFESSIONAL SERVICES
<br />This Agreement is entered into by the City of Paris, a home-rule municipal corporation hereinafter
<br />called "CITY," and Municipal Development Services, a Texas corporation, acting herein through a
<br />duly authorized officer, hereinafter called "MDS" for Management and Administrative Assistance in
<br />the administration of a Texas Capital Fund (TCF) grant from the Texas Department of Agriculture
<br />(TDA) under the Main Street Program for sidewalk improvements.
<br />WITNESSETH:
<br />For the mutual promises and benefits herein described, the parties agree as follows:
<br />1. Term of Agreement: This Agreement shall become effective on the day it is signed by the
<br />last party hereto, and shall continue in effect thereafter until the services provided for herein
<br />have been performed, or until terminated as provided herein.
<br />2. Services to be Performed by MDS: MDS shall diligently and timely perform the
<br />Professional Management and Administrative Assistance in the administration of a Texas
<br />Capital Fund (TCF) grant from the Texas Department of Agriculture (TDA) under the Main
<br />Street Program for sidewalk improvements in the City of Paris, Lamar County, Texas
<br />("Project") and all other services described in the Scope of Services attached hereto and
<br />incorporated herein by reference as Exhibit A("Services").
<br />3. Compensation of MDS: The CITY shall compensate MDS for the services provided and
<br />accepted by CITY pursuant to this Agreement and in accordance with the Payment Schedule
<br />attached hereto as Exhibit B. Provided, however, total compensation under this Agreement
<br />shall not exceed the amount quoted in Exhibit B without prior written authorization from the
<br />City Manager of the City of Paris, Texas.
<br />4. Independent Contractor: MDS covenants and agrees that MDS is an independent contractor
<br />and not an officer, agent, servant or employee of CITY; that MDS shall have exclusive
<br />control of and exclusive right to control the details of the work performed hereunder and all
<br />persons performing same, and shall be responsible for the acts and omissions of its officers,
<br />agents, employees, contractors, subcontractors and MDSs; that the doctrine of respondeat
<br />superior shall not apply as between CITY and MDS, its officers, agents, employees,
<br />contractors, subcontractors and MDSs, and nothing herein shall be construed as creating a
<br />partnership or joint enterprise between CITY and MDS.
<br />5. Indemnification. MDS hereby agrees to release, defend, indemnify and hold the CITY and
<br />its elected officials, officers, agents and employees harmless from and against all damages,
<br />injuries (including death), claims, property damages (including loss of use), losses, demands,
<br />suits, judgments and costs, including reasonable attorney's fees and expenses, in any way
<br />arising out of, related to, or resulting from the services provided by MDS pursuant to this
<br />Agreement, but only to the extent caused by the negligent act or omission or intentional
<br />wrongful act or omission of MDS, its officers, agents, employees, subcontractors,
<br />subconsultants, licensees, invitees or any other third parties for whom MDS is legally
<br />responsible (hereinafter "Claims"). MDS is expressly required to defend CITY against all
<br />such claims and/or lawsuits.
<br />1 EXHIBIT .g.
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