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Docusign Envelope ID: BB4FCDA1-A564-4C7D-B116-E72FBD797168 <br />Professional Liability: Shall maintain or renew professional liability insurance with $2,000,000 limits <br />per claim and in the aggregate for a time period equal to the State of Texas' statue of repose for engineers <br />and architects after substantial completion of the project or provide an extended reporting period for the <br />time period equal to the State of Texas' statue of repose for engineers and architects after substantial <br />completion of the project. <br />Upon request, the Firm shall furnish complete sets of its insurance policies to Owner for review. If additional <br />insurance or changes to this article are required, they shall be explicitly laid out in Exhibit 1. <br />ARTICLE 13 <br />INDEMNITY <br />PROFESSIONAL DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND ALL <br />CLAIMS, RELEASE, INDEMNIFY, AND HOLD HARMLESS CITY, ITS CITY COUNCIL, OFFICERS, <br />EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL LIABILITY, CAUSES OF ACTION, <br />CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, PENALTIES <br />OR SUITS, WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PERSONS OR PROPERTY, <br />CAUSED BY OR RESULTING FROM THE NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL <br />PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBPROFESSIONAL OR SUPPLIER <br />COMMITTED BY PROFESSIONAL, ITS AGENTS, OR CONSULTANTS UNDER CONTRACT, OR <br />ANY OTHER ENTITY OVER WHICH PROFESSIONAL EXERCISES CONTROL, SUBJECT TO THE <br />LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE <br />AND REMEDIES CODE, § 130.002 (b) AND PROFESSIONAL WILL, AT ITS OWN COST AND <br />EXPENSE, DEFEND AND PROTECT CITY AGAINST ANY AND ALL SUCH CLAIMS AND <br />DEMANDS. <br />THE INDEMNIFICATION UNDER THIS SECTION SHALL INCLUDE REASONABLE <br />ATTORNEYS' FEES AND COSTS, COURT COSTS, AND SETTLEMENT COSTS IN PROPORTION TO <br />PROFESSIONAL'S LIABILITY. <br />PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO <br />THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED <br />BY PROFESSIONAL UNDER THIS AGREEMENT. THIS SECTION (INDEMNIFICATION) SHALL <br />SURVIVE THE TERMINATION OF THIS AGREEMENT. <br />ARTICLE 14 <br />COMPENSATION <br />The Professional Firm's compensation for Professional Services shall be as follows: <br />Service Fees: The maximum fee for Professional Services shall not exceed Nine Hundred <br />Thousand Dollars ($900,000.00) as approved by the Owner set forth in Exhibit 2. <br />Reimbursable Expenses: For Reimbursable Expenses approved by the Owner (ref. Article 8 and <br />Exhibit 2), Professional Firm shall be compensated for the actual expense incurred by the Firm. <br />Notwithstanding the foregoing, Owner's payment to the Firm for Reimbursable Expenses will not exceed a <br />maximum of amount agreed upon in this Agreement and Exhibits without the prior written approval of the <br />Owner. <br />Additional Services: The Firm's Compensation for any approved Additional Services shall be <br />as described in the Additional Services Proposal accepted by the Owner. <br />ARTICLE 15 <br />Rev 01.11.2023 Page 9 of 15 <br />