R2017-91 Professional Services Agreement with Quetica, LLC for Decatur Supply Chain Study CP 2014-06

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I. NOTIFY THE PROFESSIONAL SERVICE PROVIDER OF DEFECTS OR DEVELOPMENT. Give prompt written notice to the Professional Service Provider whenever the City's Representative observes or otherwise becomes aware of any development that affects the scope or timing of the Professional Service Provider's services,or any defect in the work of the Contractor(s). SECTION IV. GENERAL CONSIDERATIONS A. SUCCESSORS AND ASSIGNS. The City and the Professional Service Provider each binds their respective partners, successors, executors, administrators and assigns to the other party of this Agreement and to the partners, successors,executors,administrators,and assigns of such other party, in respect to all covenants of this Agreement; except as below, neither the City nor the Professional Service Provider shall assign, sublet,or transfer their respective interests in this Agreements without the written consent of the other.Nothing herein shall be construed as created any personal liability on the part of any officer or agent of any public body which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the City and the Professional Service Provider. B. OWNERSHIP OF DOCUMENTS. All drawings, specifications, reports,records, and other work product developed by the Professional Service Provider in connection with this Project are public documents and, upon payment to the Professional Service Provider, shall remain the property of the City whether the Project is completed or not. Reuse of any of the work product of the Professional Service Provider by the City on extensions of this Project or any other project without written permission of the Professional Service Provider shall be at the City's risk and the City agrees to defend, indemnify and hold harmless the Professional Service Provider from all damages and costs including attorney fees arising out of such reuse by the City or others acting through the City. C. ESTIMATES OF COST(COST OPINION).—Since the Professional Service Provider has no control over the cost of labor and materials,or over competitive bidding and market conditions,estimates of construction cost provided are to be made on the basis of the Professional Service Provider's experience and qualifications, but the Professional Service Provider does not guarantee the accuracy of such estimates as compared to the Contractor's bids or the Project construction cost. D. INSURANCE. 1. Requirement. During the term of this Agreement,at its own cost and expense,the Professional Service Provider shall maintain in full force and effect insurance policies as enumerated below. 2. Policy Form. All policies shall be written on an occurrence basis. 3. Additional Insured. The City of Decatur and its officers and employees shall be named as additional insured parties on the general liability policy and included as additional insured parties on the automobile liability policy. The City's interests as additional insured parties shall be on a primary and non-contributory basis on all policies and noted as such on the insurance certificates. 4. Qualification of Insurers. All policies will be written with insurance carriers qualified to do business in the State of Illinois rated A-VIII or better in the latest Best's Key Rating Guide. 5. Form of Policy. All policies shall be written on the most current Insurance Service Office(ISO) or National Council on Compensation Insurance(NCCI)form or a manuscript form if coverage is broader than the ISO or NCCI form. Last Revised:2017-06-01