2011-050 RES APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL MANAGEMENT

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AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is entered into by the City of Paris, Texas a home-rule municipal corporation hereinafter called ("CITY") and Resource Management and Consulting Company, a Texas Corporation, (herein after called "RMCC") for Professional Management and Administrative Assistance in the administration of a Texas Department of Housing and Community Affairs (TDHCA) HOME Program funds to provide homeowner rehabilitation assistance for low income families in the City of Paris. 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 by RMCC: RMCC shall provide City with Professional Management and Administrative Assistance in the administration of a Texas Department of Housing and Community Affairs HOME Program funds for homeowner rehabilitation assistance for low income families in the City of Paris, Lamar County, Texas ("Project") and all other services described in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" ("Scope of Services"). 3. Compensation of RMCC: The CITY shall compensate RMCC for Professional Management and administrative services provided in accordance with this Agreement and the Payment Schedule attached hereto as Exhibit "B". Provided, however, total compensation under this Agreement shall not exceed the scheduled costs quoted in Exhibit "B" without prior written authorization from the Ciry Manager of the City of Paris, Texas. 4. Independent Contractor: RMCC covenants and agrees that RMCC is an independent contractor and not an officer, agent, servant or employee of CITY; that RMCC shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and RMCCs; that the doctrine of respondent superior shall not apply as between CITY and RMCC, its officers, agents, employees, contractors, subcontractors and RMCCs, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and RMCC. 5. Indemnification: RMCC hereby agrees to release, defend, indemnify and hold the CITY and its elected officials, officers, agents and employees harmless from and against all damages injuries (including death), claims property dames (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 RMCC pursuant to this Agreement, but only to the extent caused by the negligent act or omission or intentional 1 EXHIBIT i ,