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5. Indemnification: RMCC hereby agrees to release, defend, indemnify and hold the CITY and <br />its elected officials, officers, agents and employees harmless from and against all damages <br />injuries (including death), claims, property damages (including loss of use), losses, <br />demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in <br />any way arising out of, related to, or resulting from the services provided by RMCC pursuant <br />to this Agreement, but only to the extent caused by the negligent act or omission or <br />intentional wrongful act of omission or RMCC, its officers, agents, employees, <br />subcontractors, sub-consultants, licensees, invitees or any other third parties for whom <br />RMCC is legally responsible (hereinafter "Claims"). RMCC is expressly required to defend <br />CITY against all such claims and/or lawsuits. <br />6. Insurance requirements: RMCC shall obtain insurance policy for this Project in accordance <br />with the required coverage's and limits set out below, and upon request shall provide a <br />copy of the insurance policy or properly signed Accord Certificates to the CITY. The City of <br />Paris, its elected officials, officers and employees shall be included and covered as <br />additional insured's on all policies listed below except the Professional Liability and <br />Workers Compensation policies. The policies shall provide 30 days advance notice of <br />termination or expiration of policy to the City of Paris, Texas c/o City Clerk; PO Box 9037, <br />Paris, TX 75461-9037 All insurance policies shall be issued by properly funded and <br />capitalized insurance companies authorized and licensed to write insurance policies in the <br />State of Texas; <br />RMCC Reauired Insurance Covera�e <br />Professional Liability $1,000,000 per claim and in the aggregate <br />Workers Compensation State required minimum limits <br />Contractor�Subcontractor Required Insurance Coveraee <br />7. Termination: This Agreement may be terminated for cause by either party following prior <br />written notice of the material default delivered to the breaching party and upon the <br />breaching party's failure to correct the default within twenty (20) days following receipt of <br />the notice of default. This Agreement may also be terminated by City for convenience upon <br />ten (10) calendar day's written notice to the other party. In such event, CITY shall pay <br />RMCC for all services rendered by RMCC and accepted by City up through the date of <br />termination. Upon notice of termination, RMCC shall turn over all documents, reports, tests, <br />graphs, permits, files, photographs, videotape and all other documents related to the Project <br />to the city of Paris. <br />8. Reuse of Documents: All documents prepared by RMCC are instruments of service for the <br />specific project contemplated under the AGREEMENT. They are not intended for reuse on <br />extensions of that project, or on any other project. Any reuse without written verification or <br />adaptation by RMCC for the specific purpose intended will be at CITY's sole risk and without <br />liability to RMCC. <br />RMCC Professional Services Agreement <br />Page 2 of 4 <br />