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<br /> TERMS AND CONDITIONS
<br /> Performance of Services: The Architect shall perform the services outlined in this Agreement in consideration of the stated fee
<br /> and payment terms.
<br /> Standard of Care: Services provided by the Architect under this Agreement will be performed in a manner consistent with that
<br /> degree of care and skill ordinarily exercised by members of the same profession currently practicing under simiiar circumstances.
<br /> Additional Services: For additional services not included above,the Architect shall be compensated as follows:On an hourly rate
<br /> basis in accordance with the ArchitecYs Schedule of Standard Hourly Rates,unless mutually agreed otherwise.
<br /> Access to Site: Unless othervvise stated,the Architect will have access to the site for activities necessary for the performance of
<br /> the services. The Architect will take reasonable precautions to minimize damage due to these activities,but has not included in the
<br /> fee the cast for restoration of any resulting damage and will not be responsible for such costs.
<br /> Indemniflcation: The Client shall, to the fuliest extent permitted by law, indemnify and hold harmless the Architect, its officers,
<br /> directors,employees, agents and consultants from and against all damage, liability and cost, including reasonable attomeys' fees
<br /> and defense costs,arising out of or in any way connected with the performance of the services under this Agreement, excepting
<br /> only those damages,liabilities or costs attributabie to the sole negligence or willful misconduct of the Architect.
<br /> The Architect shall,to the fullest extent permitted by law,indemnify and hold harmless the Client,its officers,directors,employees,
<br /> agents and consultants from and against ali damage, liability and cost, including reasonable attorneys' fees and defense costs,
<br /> arising out of or in any way connected with the perFormance of the services under this Agreement, excepting only those damages,
<br /> liabilities or costs attributable to the sole negligence or willfui misconduct of the Client.
<br /> Waiver: In addition,the Client agrees,to the maximum extent permitted by law, to waive any claims against the Architect arising
<br /> out of the performance of these services,except for the sole negligence or willful misconduct of the Architect.
<br /> Information for the Sole Use and Beneflt of the Cllent: All options and conclusions of the Architect,whether written or oral,and
<br /> any plans, specifications or other documents and services provided by the Architect are for the sole use and benefit of the Client
<br /> and are not to be provided to any other person or entity without the prior written consent of the Architect. Nothing contained in this
<br /> Agreement shall create a contractuai relationship with or a cause of action in favor of any third party against either the Architect or
<br /> the Client. All reports,pians,specifications,computer files,field data, notes and other documents and instruments prepared by the
<br /> Architect as instruments of service shail remain the property of the Architect. The Architect shall retain all common law, statutory
<br /> and other reserved rights,including the copyright thereto.
<br /> Certificatlons,Guarantees and Warranttes: The Architect shall not be required to execute any document that would result in the
<br /> Architect certifying,guaranteeing or waRanting the e�tistence of any conditions.
<br /> Limitation of Liability: In recognition of the relative risks,rewards and benefits of the project to both the Client and the Architect,
<br /> the risks have been allocated such that the Client agrees that,to the fullest extent permitted by law, the ArchitecYs total liability to
<br /> the Client for any and all injuries, damages, claims, losses, e�enses or claim expenses arising out of this Agreement from any
<br /> cause o causes,shall not exceed the amount of fee received exclusive of insurance recovery. Such causes included, but are not
<br /> 'e the Ar Ys negligence, errors, omissions, strict liability, breach of contract or breach of warranty. Initialed:
<br /> Archite�,�TClient.
<br /> w ership of Documents: All documents produced by the Architect under this Agreement are instruments of the ArchitecYs
<br /> pr essional service and shall remain the property of the Architect and may not be used by the Client for any other purpose without
<br /> e prior written consent of the Architect.
<br /> Dispute Resolution: Any claims or disputes between the Client and the Architect arising out to the services to be provided by the
<br /> Architect or out of this Agreement shall be submitted to nonbonding mediation. The Client and the Architect agree to include a
<br /> similar mediation agreement with all contractors,subconsultants,subcontractors,suppliers and fabricators, providing for mediation
<br /> as the primary method of dispute resolution among all parties. The laws of the State of Iliinois will govem the validity of this
<br /> Agreement,its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in the courts
<br /> of that State.
<br /> Termination of Services: This Agreement may be terminated at any time by either party should the other party fail to perform its
<br /> obligations hereunder. In the event of tertnination for any reason whatsoever, the Client shail pay the Architect for all services
<br /> rendered to the date of termination, and all reimbursable expenses incurred prior to termination and reasonable termination
<br /> expenses incurred as the result of termination.
<br /> Assignment: Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement
<br /> (including,but not limited to,monies that are due or monies that may be due)without the prior written consent of the other party.
<br /> It is agr d above T and Condttions are incorporated into and made a part of the Agreement attached hereto.
<br /> Initialed: Archite�Q�Client
<br /> City Council Chamber Remodeling at the Decatur Civic Center Page 2 of 2
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