14-AUTHORIZE EXECUTION OF PROFESSIONAL SERVICES AGREEMENT WITH DENNEY ARCHITECTS TO DESIGN REPAIRS TO GRAND THEATER

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4. Services to be Performed bv CITY: CITY shall: (i) designate a specific person as CITY 's representative for tivs project; (ii) provide ARCHITECT with any previous studies, reports, data, budget constraints, special CITY requirements, or other pertinent information known to CITY; (iii) ensure access for the ARCHITECT to properties necessary for performance of the ARCHITECT'S work; (iv) make prompt payments in response to ARCHITECT'S statements; and (v) respond in a timely fashion to requests from the ARCHITECT. 5. Termination: The obligation to provide further services under this AGREEMENT may be terminated by either party upon ten (10) calendar days written notice. 6. Reuse of Documents: All documents prepared by ARCHITECT are instruments of service for the specific project contemplated under this 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 ARCHITECT for the specific purpose intended will be at CITY's sole risk and without liability to ARCHITECT. 7. Notices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery, in writing, or by registered or certified mail. 8. Sole Parties and Entire Agreement: This AGREEMENT shall not create any rights or benefits to anyone except the CITY and ARCHITECT, and contains the entire agreement between the parties. Oral modifications to this agreement shall have no force or effect. 9. Texas Law to Apply; Successors; Construction: This AGREEMENT shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the parties hereto and their representatives, successors and assigns. Should any provisions in this AGREEMENT later be held invalid, illegal or unenforceable, they shall be deemed void, and this AGREEMENT shall be construed as if such provision had never been contained herein_ 10. Other Provisions: The parties hereto further agree as follows: (a) Indemni�cation. ARCHITECT shall release, indemnify and hold CITY and its elected officials, officers, and employees harmless from and against all damages, injuries (including death), claims, property damages (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 ARCHITECT but only to the extent caused by the negligent act or omission or intentional wrongful act or omission of ARCHITECT, its officers, agents, employees, consultants, subcontractors, licensees, invitees or any other third parties for whom ARCHITECT is legally responsible (hereinafter "Claims"). ARCHITECT is expressly required to defend CITY against all such Claims. (b) Insurance: ARCHITECT shall during the term of this Agreement maintain in full force and effect the following insurance: (1) a policy of insurance for bodily injury, death and property damage insuring against all claims, demands or actions relating to the ARCHITECT' S performance of �