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DRAFT <br />STATE OF TEXAS § <br />§ AGREEMENT FOR ENGINEER SERVICES <br />COUNTY OF DALLAS § <br />This agreement ("Agreement") is made by and between the City of Paris, Texas ("City") <br />and Grantham & Associates, Inc. (the "Engineer") acting by and through their authorized <br />representatives. <br />Recitals: <br />WHEREAS, the City desires to engage the services of Engineer as an independent <br />contractor and not as an employee in accordance with the terms and conditions set forth in this <br />Agreement; and <br />WHEREAS, the Engineer desires to render Engineer services for the City in accordance <br />with the terms and conditions set forth in this Agreement; <br />NOW THEREFORE, in exchange far the mutual covenants set forth herein and other <br />valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties <br />agree as follows: <br />Article I <br />Term <br />1.1 This term of this Agreement shall begin on the last date of execution hereof (the <br />"Effective Date") and continue until the work is completed and accepted by the City. <br />1.2 Either party may terminate this Agreement by giving thirty (30) days prior written <br />notice to the other party. In the event of such termination the Engineer shall be entitled to <br />compensation for any services completed to the reasonable satisfaction of the City in accordance <br />with this Agreement prior to such termination. <br />Article II <br />Scope of Services <br />2.1 The Engineer shall provide the services specifically set out in the Proposal for <br />Engineering and Surveying Services attached hereto as Exhibit "A." <br />2.2 The parties acknowledge and agree that any and all opinions provided by the <br />Engineer represent the best judgment of the Engineer. <br />2.3 All materials and reports prepared by the Engineer in connection with this <br />Agreement are "works for hire" and shall be the property of the City. The City shall have the right <br />to publish, disclose, distribute and otherwise use such materials and reports. Engineer shall upon <br />completion of the services, or earlier termination, provide the City with reproductions of all <br />S:Acitydata\Attorney\CONTRACTS\Grantham & Associates - engineering services - Capital Improvement Plan.doc <br />- 1 - 6564G <br />