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<br /> AGREEMENT FOR PROFESSIONAL SERVICES
<br /> ("Agreement")
<br /> This Agreement befinreen Citv of Decatur, One Garv K. Anderson Plaza, Decatur, IL 62523-1196. (217)
<br /> 424-2747 , ("ClienY')and URS Corqoration ("URS"), a Nevada corporation; 3040 N. Universitv Ave.,
<br /> Suite One, Decatur, IL 62526-1343. (217) 875-4800 ("URS"), is effective as of February 6, 2006 . The
<br /> parties agree as follows:
<br /> It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and
<br /> affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the
<br /> term "URS"shall mean either, URS Corporation , or the affiliated company identified in the Work Order.
<br /> The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the
<br /> Work Order.
<br /> ARTICLE I -Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are
<br /> to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement
<br /> shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where
<br /> charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and
<br /> shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the
<br /> sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be
<br /> exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions,
<br /> including, without limitation, changes in laws or regulations occurring after the budget is established or
<br /> other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and
<br /> schedule.
<br /> ARTICLE II - Payment. Unless otherwise stated in an Work Order, payment shall be on a time and
<br /> materials basis under the Schedule of Fees and Charges in effect when the Services are performed.
<br /> Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the
<br /> invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further
<br /> performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15)
<br /> days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount.
<br /> Client shall pay an additional charge of one and one-half percent (1'/2%) per month or the maximum
<br /> percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action
<br /> for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the
<br /> prevailing party.
<br /> ARTICLE III - Professional Responsibilitv. URS is obligated to comply with applicable standards of
<br /> professional care in the performance of the Services. Client recognizes that opinions relating to
<br /> environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions
<br /> may vary from those encountered at the times and locations where the data are obtained, despite the use
<br /> of due professional care. URS is not responsible for designing or advising on or otherwise taking
<br /> measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in
<br /> controlling, preventing, suppressing or in any way relating to an act of terrorism.
<br /> ARTICLE IV - Responsibilitv for Others. URS shall be responsible to Client for URS Services and the
<br /> services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties
<br /> engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or
<br /> their health and safety precautions and programs.
<br /> ARTICLE V- Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to
<br /> collectively in this Article as "URS"), for ClienYs claims of loss, injury, death, damage, or expense,
<br /> including, without limitation, Client's claims of contribution and indemnification, express or implied, with
<br /> respect to third party claims relating to services rendered or obligations imposed under this Agreement,
<br /> including all Work Orders, shall not exceed in the aggregate:
<br /> Decatur psa.DOC Jan 30,2006 mca - 1 -
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