2014-032 - Authorizing the execution of a Professional Management Services Agreement with Resource Management & Consulting Company to implement a contract administration system under the general direction of the Texas Department of Agriculture (TDA) TXCDB

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PROFESSIONAL SERVICES AGREEMENT MANAGEMENT AND ADMINISTRATIVE SERVICES FOR TDA TXCDBG DISASTER RELIEF FUND CONTRACT NO. 7214077 This AGREEMENT is entered into by and between the City of Paris, Texas a home -rule municipal corporation hereinafter called ( "City ") and Resource Management and Consulting Company, a Texas Corporation with principal offices at 3729 Lamar Avenue, Paris, TX 75460 (herein after called "RMCC ") for Professional Management and Administrative assistance in the administration of City's participation in the Texas Department of Agriculture (TDA) Texas Community Block Grant Disaster Relief Program (hereinafter referred to as TxCDBG Program). WITNESSETH: For the mutual promises and benefits herein described, the parties agree as follows: 1. Term of Agreement: This agreement shall become effective on the day it is signed by the last party hereto, and shall continue in effect thereafter until the services provided for herein have been performed, or until terminated as provided herein. The term of Texas Department of Agriculture Disaster Relief Fund Contract No. 7214077 is September 6, 2014 through September 5, 2016. Services to be Performed by RMCC: RMCC shall provide City with Professional Management and Administrative Services in the administration of a TxCDBG Program Grant for Disaster Relief in the City of Paris, Lamar County, Texas (Texas Department of Agriculture TxCDBG Disaster Relief Fund Contract No. 7214077) and including such other services described in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" (collectively the "Project "). 3. Compensation of RMCC: Compensation to RMCC for professional management and administrative services provided under this Agreement will be made in accordance with the TxCDBG Cost Estimate attached hereto as Exhibit "B;" provided, however, total compensation under this Agreement shall not exceed the amount of fees authorized by TxCDBG under the TxCDBG Disaster Relief Fund Contract No. 7214077. 4. Independent Contractor: RMCC covenants and agrees that RMCC is an independent contractor and not an officer, agent, servant or employee of CITY; that RMCC shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and Sub - consultant; that the doctrine of respondent superior shall not apply as between CITY and RMCC, its officers, agents, employees, contractors, subcontractors and RMCCs, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and RMCC. S. Indemnification: RMCC hereby agrees to release, defend, indemnify and hold the CITY and its elected officials, officers, agents, employees, attorneys and insurers 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 RMCC pursuant to this Agreement, but only to the extent caused by the negligent act or RMCC Professional Services Agreement Page 1 of 4 EXHIBIT' N.