R2005-177 APPROVING THE PROFESSIONAL SERVICES CONTRACT

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4 work itsel fl, including the loss of use resulting there from. Such indemnity shall apply to any � such claim, damage, loss or expense,caused in whole or in part,by any act or omission(negligent ' or otherwise)by SIGNATURE, any Subcontractor,anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. �I Neither party shall be liable or deemed to be in default under this Contract for an dela or failure 'I Y Y to perform resulring from a force major event beyond the control of either party. Force major events include but are not limited to: riots, civil disorder, terrorist attacks, earthquakes, fire, explosion, storm, flood or other extraordinary adverse weather condirions, strikes, lockouts or other industrial actions not caused by either party. No member, official, employee or agent of the CTTY shall be personally liable to SIGNATURE, or any successor in interest of any default or breach by CTTY or for any amount, which may become due to SIGNATiJRE or on any obligarion under terms of this Agreement. VI. INSURANCE SIGNATURE shall maintain insurance coverage with the following limits (on an occurrence basis)during the term of this Agreement: A. Comprehensive General Liability insurance with a limit of$1,000,000 for each occurrence, $1,000,000 aggregate, to include broad form contractual for the indemnification article set forth in this Article and Broad Form Property Damage for claims of Bodily/Personal Injury and Property Damage. B. Automobile Liability, including owned, non-owned and hired automobiles with a combined single limit of$1,000,000 for claims of Bodily/Personal Injury and Properry Damage. VII. RELATIONSHIP OF THE PARTIES SIGNATURE's relationship with CTTY in the performance of this Contract is that of independent contractors. Nothing contained in the Contract will place the parties in the relationship of partners,joint ventures, principal-agent, or employer-employee, and neither party will have any right to obligate or bind the other in any manner whatsoever. VIII. DISPUTES Either party may litigate any dispute arising under or relating to this contract before any state or federal court of competent jurisdiction in the State of Illinois. Signature hereby consents to the jurisdiction of such courts and agrees that venue for any action shall lie exclusively in the State of Illinois. The parties consent that the laws of the State of Illinois govern this Agreement.