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<br /> �. ENG(�EERS Fa r n swo r t h
<br /> ARCHITECTS
<br /> SURVEYORS
<br /> SCIENTISTS GROUP
<br /> General Conditions
<br /> Professional Services Agreement
<br /> Date Mav 9,2006
<br /> Client The Citv of Decatur
<br /> Project Exterior Restoration of the Transfer House �I
<br /> General Conditions
<br /> Reference Conditions: Farnsworth Group, Inc. will hereinafter be Applicable Law: The validity, performance, and construction of this
<br /> referenced as FGI and the above referenced Client will be referred to as Agreement shali be governed by and construed according to the laws of the
<br /> Client. The Project may be hereinafter referenced either as the"Project" or State of Illinois.
<br /> by abbreviation as above set forth.
<br /> Reuse of Documents:All documents including drawings and specifications
<br /> Subcontracting: FGI shall have the right to subcontract any and all furnished by FGI pursuant to this Agreement are instruments of its services.
<br /> services, duties, and obligations hereunder, in whole or in part, without the They are not intended or represented to be suitable for reuse by Client or
<br /> consent of Client. others on extensions of this work, or on any other work.Any reuse without
<br /> specific written verification or adaptation by FGI will be at Client's sole risk
<br /> Change Order:The term"Change Order" as used herein is a written order and without liability of FGI,and Client shall indemnify and hold harmless FGI
<br /> to FGI and signed by FGI and Client, after execution of this Agreement, from all claims, damages, losses, and expenses, including attorney's fees,
<br /> authorizing a change in the services, including additions or deletions and/or arising out of or resulting therefrom. Any such verification or adaptation will
<br /> change of prices for such services. Each Change Order shall be considered entitle FGI to further compensation at rates to be agreed upon by Client and
<br /> an amendment to this Agreement. FGi.
<br /> Severability:The provision of this Agreement shall be severable,and if any Standard of Care:Services performed by FGI under this Agreement will be
<br /> clause, sentence, paragraph, provision, or other pa�t hereof shall be conducted in a manner consistent with that level of care and skill ordinarily
<br /> adjudged by any court of competent jurisdiction to be invalid,such judgment exercised by members of the profession currently practicing under similar
<br /> shall not affect, impair, or invalitlate the remainder hereof, which remainder conditions. No other representation expressed or implied, and no warranty
<br /> shall continue in full force and effect. or guarantee is included or intended in this Agreement, or in any report,
<br /> opinion document,or othenvise.
<br /> BillingslPayments: Invoices for services shall be submitted at FGI's option
<br /> either upon completion of such services or on periodic basis. Invoices shall Professional Liability: CLIENT agrees to limit FGI's liability to CLIENT
<br /> be payable within 30 days after the invoice date. If the invoice is not paid arising from negligent professional acts,errors,or omissions,such that FGI's
<br /> within 30 days,FGI may,without waiving any claim or right against the Client total aggregate liability shall not exceed $50,000.00 or the total fee for this
<br /> and without liability whatsoever to the Client, terminate the performance of contract, whichever is greater. If CLIENT prefers to have higher limits of
<br /> the service. Retainers shall be credited on the final invoice. professional liability coverage, FGI agrees,upon receipt of CLIENT'S written
<br /> request at the time of accepting our PROPOSAL, to increase the limits of
<br /> Late Payments: Accounts unpaid 60 days after the invoice date may be liability up to a maximum of$1,000,000.00 at an additional cost of 5 percent
<br /> subject to a monthly service charge of 1.50% on the then unpaid balance of the total fee or$500.00,whichever is greater.
<br /> (18.0%true annual rate)at the sole election of FGI. In the event any portion
<br /> or all of an account remains unpaid 90 days after billing,the Client shall pay Opinions of Cost:Since FGI has no control over the cost of labor,materials
<br /> all costs of collection including reasonable attorney's fees. or equipment, or over a Contractor's method of determining prices, or over
<br /> competitive bidding or market conditions,its opinions of probable project cost
<br /> Waiver: No waiver by either party of any breach,default,or violation of any or construction cost for this Project will be based solely upon its own
<br /> term,warranty, representation, agreement,covenant, condition, or provision experience with construction, but FGI cannot and does not guarantee that
<br /> hereof shall constitute a waiver of any subsequent breach, default, or proposals, bids, or the construction cost will not vary from its opinions of
<br /> violation of the same or any other term,warranty,representation,agreement, probable cost. If the Client wishes greater assurance as to the construction
<br /> covenant,condition,or provision hereof. All waivers must be in writing, cost,he shall employ an independent cost estimator.
<br /> Force Majeure: Obligations of either party under this Agreement shall be Confidentiality: Each party shall retain as confidential all information and
<br /> suspended,and such party shall not be liable for damages or other remedies data furnished to it by the other party which are designated in writing by such
<br /> while such party is prevented from complying herewith, in whole or in part, other party as confidential at the time of transmission and are obtained or
<br /> due to contingencies beyond its reasonable control,including,but not limited acquired by the receiving party in connection with this Agreement, and said
<br /> to strikes, riots, war, fire, acts of God, injunction, compliance with any law, party shall not reveal such information to any third party.
<br /> regulation,or order,whether valid or invalid,of the United States of America
<br /> or any other governmental body or any instrumentality thereof,whether now Indemnification: The CLIENT shall indemnify and hold harmless FGI and
<br /> existing or hereafter created,inability to secure materials or obtain necessary all of its personnel from and against any and all claims, damages, losses,
<br /> permits, provided, however, the party so prevented from complying with its and expenses (including reasonable attorney's fees) arising out of or
<br /> obligations hereunder shall promptly notify the other party thereof. resulting from the performance of the services,provided that any such claim,
<br /> damage, loss, or expense is caused by the negligent act, omission, and/or
<br /> Compliance With Law: In the performance of services to be provided strict liability of the CLIENT or anyone employed by the CLIENT (except
<br /> hereunder,FGI and Client agree to comply with applicable federal,state,and FGI). FGI shall indemnify and hold harmless the CLIENT and all of its
<br /> local laws and ordinances and lawful order, rules, and regulations of any personnel from and against damages,losses and expenses arising out of or
<br /> constituted authority. resulting from the performance of the services, up to the limit of liability
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