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<br /> AGREEMENT FOR PROFESSIONAL SERVICES
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<br /> This AGREEMENT is entered into by the City of Paris, a Texas home-rule municipal corporation
<br /> hereinafter called "CITY," and Terracon Consultants, Inc., a Delaware corporation, acting herein
<br /> through a duly authorized officer, hereinafter called "TERRACON" for Environmental Professional
<br /> Consulting Services in connection with the US Environmental Protection Agency Brownfield Clean-
<br /> Up Grant for the Historical Grand Theatre in Paris, Texas.
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<br /> WITNESSETH:
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<br /> For the mutual promises and benefits described herein, the parties hereby agree as follows:
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<br /> 1. Term of AGREEMENT: This AGREEMENT shall become effective on the day it is signed
<br /> by the last party hereto, and shall continue in effect thereafter until the services provided for
<br /> herein have been performed, or until terminated as provided herein.
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<br /> 2. Services to be Performed by TERRACON: TERRACON shall diligently and timely perform
<br /> the Environmental Professional Consulting Services for the City in connection with the US
<br /> Environmental Protection Agency Brownfield Clean-Up Grant for the Historical Grand
<br /> Theatre at 21 Lamar Avenue, Paris, Lamar County, Texas ("Project") and all other services
<br /> described in the Scope of Services attached hereto and incorporated herein by reference as
<br /> Exhibit A ("Services").
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<br /> 3. Compensation of TERRACON: The CITY shall pay TERRACON for the Services provided
<br /> and accepted by CITY pursuant to this AGREEMENT and in accordance with the Project
<br /> Cost Estimate contained in the Scope of Services document attached hereto as Exhibit A.
<br /> Provided, however, total compensation under this AGREEMENT shall not exceed the
<br /> amount quoted in Exhibit A without prior written authorization from the City Manager of the
<br /> City of Paris, Texas.
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<br /> 4. Independent Contractor: TERRACON covenants and agrees that TERRACON is an
<br /> independent contractor and not an officer, agent, servant or employee of CITY; that
<br /> TERRACON shall have exclusive control of and exclusive right to control the details of the
<br /> work performed hereunder and all persons performing same, and shall be responsible for the
<br /> acts and omissions of its officers, agents, employees, contractors, subcontractors and
<br /> TERRACONs; that the doctrine of respondeat superior shall not apply as between CITY and
<br /> TERRACON, its officers, agents, employees, contractors, subcontractors and TERRACONs,
<br /> and nothing herein shall be construed as creating a partnership or joint enterprise between
<br /> CITY and TERRACON.
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<br /> 5. Indemnification: TERRACON hereby agrees to release, indemnify and hold the CITY and
<br /> its elected officials, officers and employees harmless from and against all damage, injuries
<br /> (including death), claims, property damages, losses, demands, suits, judgments and costs,
<br /> including reasonable attorney's fees and expenses, in any way arising out of, related to, or
<br /> resulting from the Services provided by TERRACON pursuant to this AGREEMENT, but
<br /> only to the extent caused by the negligent act or omission or intentional wrongful act or
<br /> omission of TERRACON, its officers, agents, employees, subcontractors, subconsultants,
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<br /> EXHIBIT.
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