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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omission or intentional wrongful act of omission or RMCC, its officers, agents, employees, subcontractors, sub - consultants, licensees, invitees or any other third parties for whom RMCC is legally responsible (hereinafter "Claims "). RMCC is expressly required to defend CITY against all such claims and /or lawsuits. 6. Insurance requirements: RMCC shall obtain an insurance policy or policies for this Project in accordance with the required coverage's and limits set out below, and upon request shall provide a copy of the insurance policy or properly signed Accord Certificates to the CITY. The City of Paris, its elected officials, officers and employees shall be included and covered as additional insured's on all policies listed below except the Professional Liability and Workers Compensation policies. The policies shall provide 30 days advance notice of termination or expiration of policy to the City of Paris, Texas c/o City Clerk; PO Box 9037, Paris, TX 75461 -9037. All insurance policies shall be issued by properly licensed, funded and capitalized insurance companies authorized and licensed to write insurance policies in the State of Texas: RMCC Required Insurance Coverage Professional Liability (Errors & Omissions) $1,000,000 per claim and in the aggregate Workers Compensation State required minimum limits Contractor /Subcontractor Required Insurance Coverage 7. Termination: This Agreement may be terminated for cause by either party following prior written notice of default delivered to the breaching party and upon the breaching party's failure to correct the default within twenty (20) days following receipt of the notice of default. This Agreement may also be terminated by City for convenience upon ten (10) calendar day's written notice to the other party. In such event, CITY shall pay RMCC for all services rendered by RMCC and accepted by City up through the date of termination. Upon notice of termination, RMCC shall turn over all files, documents, financial records, reports, tests, graphs, permits, files, photographs, videotape and all other documents related to the Project to the city of Paris. 8. Reuse of Documents: All documents prepared by RMCC are instruments of service for the specific project contemplated under the 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 RMCC for the specific purpose intended will be at CITY's sole risk and without liability to RMCC. 9. 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, to the following address: RMCC: CITY: Director City Manager Resource Management & Consulting Company City of Paris, Texas 3729 Lamar Ave. P.O. Box 9037 Paris, TX 75460 Paris, Texas 75460 RMCC Professional Services Agreement Page 2 of 4