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AGREEMENT FOR PROFESSIONAL SERVICES
<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.
<br />WITNESSETH:
<br />For the mutual promises and benefits described herein, the parties hereby agree as follows:
<br />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.
<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").
<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.
<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 />TER.R.ACON 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.
<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 TERR.ACON 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,
<br />EXH 1 BIT ,.L
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