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<br /> � GENERAL CONDITIONS
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> Agreement Date: August ,2006
<br /> Project: Annual Dam Inspections,Lake Decatur Dam,DredginQ Sediment Storage FaciliiX
<br /> Decatur IDinois
<br /> 1. INVOICES: Charges for services will be billed at least as frequaitly as monthly, HANSON shall no[be responsible for any loss,damage or liability arising from any
<br /> and at the completion of the Project. CLIEN"I'shall compensate HANSON for any act or omission by CLIENT, its agents, staff, other consuhants, independent
<br /> sales or value added taxes which apply to the services rendered und�this agreement contractors,third parties or others working on the Project over which HANSON has
<br /> or any addendum thereto. CLIENT shall reimburse HANSON for the amount of such no supervision or control.
<br /> taxes in additirn to the compensation due for services. Invoices are delinquent if
<br /> payment has not been received within 30 days from date of invoice. There will be an 6. LIMITATION OF LIABILI7'P: The Client understands that for the
<br /> additimal chazge of 1 1/2 percent per month compounded on amounts outstanding compensation herein provided, HANSON cannot expose itself to liabilities
<br /> more than 30 days. All time spent and expenses incurred(including attorney's fees) disproportionate to the nature and scope of HANSON's services or the compensation
<br /> in connection with collection of any delinquent amount will be paid by CLIENT to payable to it hereunder. Therefore,the CLIENT agrees to limit HANSON's liability
<br /> HANSON per HANSON's current fee schedules. to the CLIENT arising from HANSON's professional acts,errors or omissions,such
<br /> that the total aggregate liability of HANSON shall not exceed$50,000 or HANSON's
<br /> 2. TERMINATION: This Agreement may be terminated by eitha party upon total fee for services rendered on this Project,whichever is less.
<br /> written notice. Any termination shall only be for good cause such as legal,
<br /> unavailability of adequate financing or major changes in the scope of services. In the 7. ALTI'HORI1'Y AND RESPONSIBILITY: HANSON shall not guarantee the
<br /> event of any termination, HANSON will be paid for all services and exp�ses work of any Contractor or Subcontractor,shall have no authority to stop work,shall
<br /> rendered to the date of termination on a basis of payroll cost times a multip6er of 3.0 have no supavision or control as to the work w persons doing the work,shall not
<br /> (if not previously provided for) plus reimbu�sable expenses, plus reasonable have charge of the work,and shall not be responsible for safety in,on,or about the
<br /> termination expenses,including the cost of completing analyses,records,and reports job site or have any control of the safety or adequacy of any equipment,building
<br /> necessary to document job status at the time of termination. component,scaffolding,suppa-ts,forms or other work aids.
<br /> 3. REUSE OF DOCUMENTS: All documents including drawings,specifications, 8. MODIFICATION TO 7'IIE AGREEMENT: CLIENT or HANSON may,from
<br /> and electronic media furnished by IIANSON pursuaat to this Agreement are time to time, request modifications or changes in the scope of services to be
<br /> instnaments of its services. They aze not inta�ded or represented ro be suitable for performed hereunda. Such changes, including any increase or decrease in the
<br /> reuse by CLIENT or others on extensions of this project,or on any other project. Any amount of I IANSON's compensation, to which CLIENT and HANSON mutually
<br /> reuse without specific written verification or adaptation by HANSON will be at agree shall be incorporated in this Agreement by a writt� amendment to the
<br /> CLIENT's sole risk,and without liability to HANSON,and CLIENT shall indemnify Agreement.
<br /> and hold harmless HANSON from all ciaims,damages,losses and expenses including
<br /> court costs and attome}�s fees arising out of or resulting therefrom. Any such 9. GOVERNING LAW: This Agreement shal]be govemed by and interpreted
<br /> verification or adaptation will entitle HANSON to further compensation at rates to be pursuant to the laws of the State of lllinois.
<br /> agreed upon by CLIEN"I'and HANSON.
<br /> 10. RIGHT OF ENTRY: CLIENT shall provide for HANSON's right to enter
<br /> 4. STANDARD OF CARE: Services performed by HANSON unda this property owned by CLIENT andlor others in order for HANSON to fulfill the scope of
<br /> Agreement will be conduded in a manner consistait with that level of care and skill services for this Project. CLIENT undastands that use of exploration equipment may
<br /> ordinarily exercised by members of the profession currently practicing unda similaz unavoidably cause some damage,the correction of which is not the responsibitity of
<br /> conditims. No other representation expressed or implied, and no warranty or IIANSON.
<br /> guazantee is included or intended in this Agreement, or in any report, opinion,
<br /> document or otherwise. 11. lTI'ILI1'IES: CLIENT shall be responsible for desi�ating the location of all
<br /> utility lines and subterranean shuctures within the property line of the Project.
<br /> 5. GENERAL LIABILITY INS[JRANCE AND LIMITATION: HANSON is CLIEN'I'agrees to waive any claim against HANSON,and to defend,indemnify and
<br /> covered by general liability insurance for bodily injury and property damage arising hold hannless from ac�y claim or liability for injury or loss arising from IIANSON or
<br /> directly from its negligent acts or omissions,with limits which HANSON considas other persons encountering utiGties or other man-made objects that were not called to
<br /> reasonable. Certificates of insurance shall be provided to CLIENT upon request in HANSON's attention or which were not properly located on plans fumished to
<br /> writing Within the limits and conditia�s of such insurance, HANSON agees to HANSON. CLIENT further agrees to compensate HANSON for any time or
<br /> indemnify and save CLIENT hannless from any loss, damage or liability arising expenses incuned by IIANSON in defense of any such claim, in accordance with
<br /> directly from any negligent act or omission by IIANSON. HANSON shall no[be HANSON's prevailing fee schedule and expense reimbursement policy.
<br /> responsibk for any loss,damage or liability beyond the amounts, limits d conditians
<br /> ofsuch insutance.
<br /> <��'� HANSON
<br /> �
<br /> G-GREVO (over)
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