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Docusign Envelope ID: E74COCFE-CO64-4OD2-A75B-E107999569F8
<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, AND PROFESSIONAL WILL, AT ITS OWN COST AND EXPENSE, DEFEND AND
<br />PROTECT CITY AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS, EXCEPT THOSE BASED
<br />WHOLLY OR PARTLY ON THE NEGLIGENCE OF, FAULT OF, OR BREACH OF CONTRACT BY
<br />CITY, CITY'S AGENT, CITY'S EMPLOYEE, OR OTHER ENTITY OVER WHICH CITY EXERCISES
<br />CONTROL. FOR ANY CLAIMS OR DEMANDS FOR WHICH PROFESSIONAL DOES NOT PROVIDE
<br />A DEFENSE TO CITY PURSUANT TO THIS PARAGRAPH, PROFESSIONAL SHALL REIMBURSE
<br />CITY THE CITY'S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE LIABILITY OF
<br />PROFESSIONAL, PROFESSIONAL'S AGENT OR EMPLOYEE, OR OTHER ENTITY OVER WHICH
<br />PROFESSIONAL EXERCISES CONTROL.
<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 thousand
<br />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 Exhibit
<br />2), Professional Firm shall be compensated for the actual expense incurred by the Firm. Notwithstanding the
<br />foregoing, Owner's payment to the Firm for Reimbursable Expenses will not exceed a maximum of amount agreed
<br />upon in this Agreement and Exhibits without the prior written approval of the Owner.
<br />Additional Services: The Firm's Compensation for any approved Additional Services shall be as
<br />described in the Additional Services Proposal accepted by the Owner.
<br />ARTICLE 15
<br />TERM OF CONTRACT
<br />Rev 12.12.2024 Page 9 of 43
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