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KELRON ENVIRONMENTAL <br /> 1213 Dorchester Drive <br /> Champaign, Illinois 61821-7031 <br /> Contract for Environmental Services <br /> This Contract is made this 21st day of May 2012 by and between KELRON <br /> ENVIRONMENTAL (KELRON) and the City of Decatur (City). <br /> 1. KELRON agrees to perform the services described in the proposal dated May <br /> 21, 2012, attached hereto (Attachment 1) and incorporated herein by reference <br /> ("the Services") and to provide the City with any information or data obtained in <br /> the course of performing the services. <br /> 2. The City agrees to pay KELRON for the Services in accordance with the terms <br /> described in the proposal. <br /> 3. The City will provide KELRON with physical access to the facilities as may be <br /> reasonably necessary to provide the Services. The City agrees to make <br /> available to KELRON specifications, plans, studies, documents, or other <br /> information required by KELRON for proper and timely performance of the <br /> Services. <br /> 4. This contract may be terminated with cause in whole or in part in writing by either <br /> party subject to a 14 calendar day notice and the right of the party being <br /> terminated to meet and discuss the termination before the termination takes <br /> place. All reasonable costs incurred by KELRON and fees arising from <br /> performance of the Contract, up to the point at which the Services on this <br /> Contract are terminated, shall be paid by the City. <br /> 5. This Contract shall be governed by, construed and interpreted in accordance with <br /> the laws of the State of Illinois without reference to conflict of the laws principles. <br /> Neither of the parties may assign this Contract without the prior written approval <br /> of the other parties (KELRON and the City). <br /> 6. To the fullest extent not prohibited by law, KELRON shall indemnify and hold <br /> harmless the Customer, its officials or directors, officers, agents, employees and <br /> representatives from and against any and all claims, damages, losses and <br /> expenses (including but not limited to attorney fees) arising out of or relating to <br /> the performance of this Contract, except where such claims, damages, and <br /> losses in any way arise out of or are caused by the grossly negligent or <br /> intentional acts or omissions of the Customer. <br /> 7. This Contract constitutes the sole and entire agreement between the parties with <br /> respect to the subject matter hereof and supersedes all previous proposals, oral <br /> or written, negotiations, representations, commitments, and all other <br /> communications between the parties. No other terms or conditions shall be <br /> binding upon KELRON unless accepted by it in writing. <br /> Page 1 of 3 <br />