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7. It is expressly understood and a;reed by the Parties t~, this aQreement, that Pan's Living
<br />is an independent contractor, and as such, Pans Livii~g agrees to release, defend, indemnify and
<br />hold the Citv of Paris. its elected otficiais, officers a;ld employees hanilless irom and avainst
<br />al1 darnaaes, injunes, claims, prope:ty damage, losses, demands, suits, judgments and costs
<br />including reasonable and necessary attomey's fees of any kind or character which arises from
<br />or are 1'elated to this A;reement or tl.ie services to be provided by Pans Liv=), its consultants,
<br />subconsu.tants, employees or contractors under this Agreement.
<br />S. Paris Living shall obtain a Directors and Offieers liability insurance policy in the
<br />ninimum amount of One Million I)ollars ($1,000,000) insunna Paris LivinQ, its directors,
<br />officers, employees, consultants and subcontractors against any claims, demands, lawsuits,
<br />settlements or costs, ii7cludina reasonable attorney's fees, arising from the negligent actions or
<br />inactions or intentional wrongful actions committed by Pan's Living or its directors, officers,
<br />a-ents, employees, consultants and or subcontractors related to this Agreement or the services
<br />to be provided pursuant to this Agreement. Paris Livins may invoice the City of Paris for the
<br />annual premium for the policy.
<br />9. Paris Living further agrees to administer the Homebuyer Assistance Program for the
<br />City of Pan's in strict compliance with the terms and requirements of the TDHCA HOME
<br />PROGRAM, Home Conhact No. 1000930 attached hereto and incorporated hereu7 as Exh-ibit
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<br />10. Paris Living further agorees that at any time during normal business hours and upon
<br />forty-eight (48) hours notice, Pan's Living shall make available to representatives of the City
<br />for examination -all of its records, and, the records of any consultant or subcontractor hired or
<br />retained by Pan's Livina to administer this Program, with respect to matters covered by this
<br />Agreement, and wi11 pern-iit such representatives of the City to audit, examine, copy and make
<br />excerpts or transcripts of such records, and to audit all contracts, invoices, payroll records,
<br />personnel records or other data relatina to matters covered by this Ab eement or by the
<br />TDHCA Homebuyer Assistance ProDram, all for a period of three (3) years following the date
<br />of final settlement of this A;reement or final payment by the City under this Atrreemeilt,
<br />whichever is later.
<br />11. For the convenience of the parties hereto, aily number of counterparts of this Aareement
<br />may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to
<br />be, an oriclinal instrument, but all counterparts taken together shall constitute one and the same
<br />Aareement. Tlzis Agreement shall become effective upon the date last sigiled by the parties
<br />listed below. If the foregoing coi-rectly sets forth our Agreement, please have both enclosed copies of this
<br />letter signed in the splces provided and return one copy to us at P.O. Box 26, Pan's TX 75461.
<br />If you have any questions or desire further commeilt please call me at (903) 754-0836 or our
<br />consultant, Nlicliael Htmter at (972) 771-5907.
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