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Docusign Envelope ID: D7DF5AE1-3343-8771-83F4-5155BFB7D229 <br /> Professional Liability:Not less than $2,000,000 per claim-based policy to be maintained for the <br /> duration of the agreement and two-year extended reporting period. This insurance requirement applies <br /> when a supplier has a professional designation or license and/or is providing professional services. <br /> Upon request, the Firm shall furnish complete sets of its insurance policies to Owner for review. If <br /> additional 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, <br /> OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL LIABILITY, CAUSES OF <br /> ACTION, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, <br /> PENALTIES OR SUITS, WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PERSONS <br /> OR PROPERTY, CAUSED BY OR RESULTING FROM THE NEGLIGENCE, INTENTIONAL TORT, <br /> INTELLECTUAL PROPERTY INFRINGEMENT,OR FAILURE TO PAY A SUBPROFESSIONAL OR <br /> SUPPLIER COMMITTED BY PROFESSIONAL, ITS AGENTS, OR CONSULTANTS UNDER <br /> CONTRACT, OR ANY OTHER ENTITY OVER WHICH PROFESSIONAL EXERCISES CONTROL, <br /> SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE§271.904 AND TEXAS <br /> CIVIL PRACTICE AND REMEDIES CODE,§ 130.002 (b)AND PROFESSIONAL WILL,AT ITS OWN <br /> COST AND EXPENSE, DEFEND AND PROTECT CITY AGAINST ANY AND ALL SUCH CLAIMS <br /> AND DEMANDS. <br /> THE INDEMNIFICATION UNDER THIS SECTION SHALL INCLUDE REASONABLE <br /> ATTORNEYS' FEES AND COSTS, COURT COSTS, AND SETTLEMENT COSTS IN PROPORTION <br /> TO 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 <br /> MAINTAINED BY PROFESSIONAL UNDER THIS AGREEMENT. THIS SECTION <br /> (INDEMNIFICATION) SHALL 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 five hundred thousand <br /> dollars ($ 500,000.00) 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 /> 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 <br />