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

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parties for whom MDS is legally responsible (hereinafter "Claims). MDS is expressly required to defend CITY against a11 such claims and/or lawsuits. 6. Insurance Requirements: MDS agrees to meet all insurance requirements set out below, and to require all subcontractors and/or subconsultants who perform work for MDS on this Project to meet these insurance requirements as well: MDS shall maintain insurance for this Project in accordance with the following required coverages and limits, and sha11 furnish a copy of said policies or properly executed Accord Certificates to the City upon execution of this Agreement and throughout the Contract term. The City of Paris, its elected officials, officers and employees sha11 be included and covered as Additional Insured's on all policies listed below except the Professional Liability and Workers Compensation policies. General Commercial Liability $500,000 per occurrence5 1,000,000 aggregate Commercial Auto Liability $500,000 per occurrence/$1,000,000 aggregate Professional Liability $1,000,000 per claim and in the aggregate Workers Compensation State required minimum limits 7. Termination of Contract for Cause. If, through any cause, the Consultant shall fail to fulfill in a timely and proper manner his/her obligations under this Contract, or if the Consultant sha11 violate any of the covenants, agreements, or stipulations of this Contract, the City shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, a11 finished or unfuushed documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Contract shall, at the option of the City, become its property and the Consultant sha11 be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the Consultant sha11 not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Contract by the Consultant, and the City may withhold any payments to the Consultant for the purpose of set-off until such times as the exact amount of damages due the City from the Consultant is determined. 8. Termination for Convenience of the Citv. The City may terminate this Contract at any time by giving at least ten (10) days notice in writing to the Consultant. If the Contract is terminated by the City as provided herein, the Consultant will be paid for the time provided and expenses incurred up to the termination date. If this Contract is ternunated due to the fault of the Consultant, Paragraph 1 hereof relative to termination sha11 apply. 9. Reuse of Documents: All documents prepared by NIDS for City pursuant to this Agreement are instruments of service for the specific project contemplated under this Agreement. They are not intended for reuse on extensions of that project, or on any other project. Any reuse without written 2