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t PROFESSIONAL MANAGEMENT SERVICES PART I-AGREEMENT THIS AGREEMENT, entered into this day of ,20- by and between the CITY OF PARIS, hereinafter called the "City", acting herein by Tony Williams. City Manager hereunto duly authorized, and Resource Management & Consulting Co., hereinafter called "Firm" acting herein by Denise Dority. WITNESSETH THAT: WHEREAS, the City of Paris desires to implement a contract administration system under the general direction of the TDHCA HOME program; and Whereas the City desires to engage Resource Management & Consulting Co. to render certain services in connection with its Homebuyer Assistance Project. NOW THEREFORE, the parties do mutually agree as follows: 1. Part II, Scope of Services, is hereby incorporated by reference into this Agreement. 2. Time of Performance - The services of Resource Management & Consulting Co. shall commence on the day this Agreement is executed. In any event, all of the services required and performed hereunder shall be completed at the close of the City's TDHCA Contract. 3. Access to Information - It is agreed that all information. data reports and records and maps as are existing, available and necessary for the carrying out of the work outlined above shall be furnished to Resource Management & Consulting Co. by the City and its agencies. No charge will be made to Resource Management & Consulting Co. for such information and the City and its agencies will cooperate with Firm for such information and every way possible to facilitate the performance of the work described in the contract. 4. Compensation and Method of Payment - Compensation and reimbursement for administrative services to be paid hereunder shall be in the amount of $12,000 or in an amount not to exceed the available administration budget. Payment to Resource Management & Consulting Co. shall be based on satisfactory performance of identified activities in Part II - Scope of Services - general administration only. City shall pay Firm for additional services requested by the City, at hourly rates upon request, for services rendered by principals and employees assigned to perform such services. Soft costs. not included in the administration budget, consisting of origination fees shall not exceed 10% of downpayment assistance. 5. Indemnification - Resource Management & Consulting Co. shall comply with the requirements of all applicable laws, rules and regulations, and shall exonerate, indemnify, and hold harmless the City and its agency members from and against such laws, and shall assume full responsibility for payments of Federal income taxes, Social Security, worker's compensation and other income tax laws. 6. Miscellaneous Provisions a. This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Lamar County, Texas. b. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. c. In case one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality. or unenforceability shall EXHIBIT A. II