2010-021 RES APPROVING AND AUTHORIZING EXECUTION OF PROFESSIONAL MANAGEMENT SERVICES AGREEMENT W/ MUNICPAL DEV SERVICES

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