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PROFESSIONAL SERVICES AGREEMENT <br /> THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of <br /> August 23, 2023 ("Effective Date"), by and between the City of Decatur, IL (Client), and EcoMetrics, LLC <br /> ("Contractor")a United States-based organization. <br /> RECITALS <br /> WHEREAS, CLIENT is interested is applying the EcoMetrics methodology to determine the co- <br /> benefits associated with the Lake Decatur Water Quality Initiative (the "Project"). <br /> WHEREAS, CLIENT requires an organization to provide certain research services to the Project, as <br /> described more fully in the scope of services attached hereto and incorporated herein by reference (the <br /> "Services"); and <br /> WHEREAS,CONTRACTOR is willing to provide the Services for the Project and CLIENT is willing to <br /> compensate CONTRACTOR for the Services as set forth in the Budget (as herein defined), subject to the <br /> terms and conditions set forth herein. <br /> NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, <br /> and for other good and valuable consideration,the receipt and sufficiency of which are hereby expressly <br /> acknowledged,the parties hereto agree as follows: <br /> 1. Services. CLIENT hereby engages CONTRACTOR to provide the Services set forth in the <br /> Scope of work. CONTRACTOR will provide the Services through its designated employee(s) (each an <br /> "Employee").CONTRACTOR will not subcontract the Services to third parties unless agreed upon in writing <br /> by CLIENT. <br /> CLIENT will have the right to immediately dismiss Employee from Project if CLIENT determines that: (i)the <br /> presence of Employee has a detrimental or disruptive effect upon CLIENT's project or personnel; (ii) <br /> Employee is compromising CLIENT's standards of performance; (iii) Employee fails to abide by the terms <br /> of this Agreement or any CLIENT guidelines, policies, procedures, rules, or regulations, (iv) Employee fails <br /> to satisfy and maintain all legal requirements to work on projects in United States, and/or (v) CLIENT <br /> terminates this Agreement. <br /> 2. Regulatory Requirements. The parties agree that in performance of their respective <br /> obligations under this Agreement, each will comply with all applicable local, state, and federal laws <br /> including, but not limited to and U.S export control laws and regulations, as applicable. <br /> 3. Obligations of CLIENT. Throughout the term of this Agreement, CLIENT agrees that it will <br /> (i) cooperate with CONTRACTOR as reasonably requested or required, on a prompt and timely basis, in <br /> order to enable CONTRACTOR to perform its duties hereunder,and (ii) provide CONTRACTOR information <br /> that it needs in order to perform the Services. <br /> 4. Obligations of CONTRACTOR. Throughout the term of this Agreement, CONTRACTOR <br /> agrees that CONTRACTOR will (i)cooperate with CLIENT and CLIENT's employees as reasonably requested <br /> or required, on a prompt and timely basis, in order to perform the Services, and (ii) provide the Services <br /> 9 <br />