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

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wrongful act or omission or RMCC, its officers, agents, employees, subcontractors, sub- consultants, licensees, invitees or any other third parties for whom RMCC is legally responsible (hereinafter "Claims"). RMCC is expressly required to defend CITY against all such claims and/or lawsuits. 6. Insurance requirements: RMCC agrees to meet all insurance requirements set out below, and to require all subcontractors and/or sub-consultants who perform work for RMCC on this Project to meet these insurance requirements as well: RMCC shall maintain insurance for this project in accordance with the following required coverage's and limits, and upon request shall provide a copy of the insurance policy or properly signed Accord Certificates to the CITY. The City of Paris, its elected officials, officers and employees shall be included and covered as additional insured's on all policies listed below except the Professional Liability and Workers Compensation policies. All insurance policies shall be issued by properly funded and capitalized insurance companies authorized and licensed to write insurance policies in the State of Texas; General Commercial Liability $500,000 per occurrence/$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: This Agreement may be terminated for cause by either party following prior written notice of the material default delivered to the breaching party and upon the breaching party's failure to correct the default within twenty (20) days following receipt of the notice of default. This Agreement may also be terminated by City for convenience upon ten (10) calendar day's written notice to the other party. In such event, CITY shall pay RMCC for all services rendered by RMCC and accepted by City up through the date of termination. Upon notice of termination, RMCC shall turn over all documents, reports, tests, graphs, permits, files, photographs, videotape and all other documents related to the Project to the city of Paris. 8. Reuse of Documents: All documents prepared by RMCC are instruments of service for the specific project contemplated under the AGREEMENT. They are not intended for reuse on extensions of that project, or on any other project. Any reuse without written verification or adaptation by RMCC for the specific purpose intended will be at CITY's sole risk and without liability to RMCC. 9. IVotices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery, in writing, or y registered or certified mail, to the following address: