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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 called <br />"CITY" and Municipal Development Services, a Texas Corporation, acting herein through a duly authorized <br />officer, hereinafter called "MDS" for Management and Administrative Assistance in the administration of a <br />Texas Capital Fund (TCF) grant from the Texas Department of Agriculture (TDA) for infrastructure <br />improvements on behalf of Daisy Brand Operating LLC dba Daisy Farms. <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 last party <br />hereto, and shall continue in effect thereafter until the services provided for herein have been <br />performed, or until terminated as provided herein. <br />2. Services to be Performed by MDS: MDS sha11 diligently and timely perform the Professional <br />Management and Administrative Assistance in the administration of a Texas Capital Fund (TCF) <br />grant from the Texas Department of Agriculture (TDA) for infrastructure improvements on behalf of <br />Daisy Brand Operating LLC dba Daisy Farms. <br />3. Compensation of MDS: The CITY sha11 compensate MDS for the services provided and accepted <br />by CITY pursuant to this Agreement and in accordance with the Payment Schedule attached hereto <br />as Exhibit B. Provided, however, total compensation under this Agreement shall not exceed the <br />amount quoted in Exhibit B without prior written authorization from the City Manager of the City of <br />Paris, Texas. <br />4. Independent Contractor: MDS covenants and agrees that MDS is an independent contractor and not <br />an officer, agent, servant or employee of CITY; that MDS sha11 have exclusive control of and <br />exclusive right to control the details of the work performed hereunder and a11 persons performing <br />same, and sha11 be responsible for the acts and omissions of its officers, agents, employees, <br />contractors, subcontractors and MDSs; that the doctrine of respondeat superior shall not apply as <br />between CITY and MDS, its officers, agents, employees, contractors, subcontractors and MDSs, and <br />nothing herein sha11 be construed as creating a partnership or joint enterprise between CITY and <br />MDS. <br />5. Indemnification: MDS hereby agrees to release, defend, indemnify and hold the CITY and its <br />elected officials, officers, agents and employees harmless from and against all damages, injuries <br />(including death), claims, property damages (including loss of use), losses, demands, suits, <br />judgments and costs, includ'mg reasonable attorney's fees and expenses, in any way arising out of, <br />related to, or resulting from the services provided by MDS pursuant to this Agreement, but only to <br />the extent caused by the negligent act of omission or intention wrongful act of omission of MDS, its <br />officers, agents, employees, subcontractars, subconsultants, licensees, invitees or any other third <br />1 <br />EXHIBITA- <br />~i~ <br />~ <br />