R2003-196 AUTHORIZING THE EXECUTION OF AN AGREEMENT

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� . r , KELRON ENVIRONMENTAL Champaign, Illinois Contract for Environmental Services This Contract is made this 14th day of November 2003 by and between KELRON ENVIRONMENTAL (KELRON) and the City of Decatur (City). 1. KELRON agrees to perform the services described in the proposal dated November 14, 2003, attached hereto (Attachment 1) and incorporated herein by reference ("the Services") and to provide the City with any information or data obtained in the course of performing the services. 2. The City agrees to pay KELRON for the Services in accordance with the terms described in the proposal. 3. The City will provide KELRON with physical access to the facilities as may be reasonably necessary to provide the Services. The City agrees to make available to KELRON specifications, plans, studies, documents, or other information required by KELRON for proper and timely performance of the Services. 4. KELRON may terminate the Services under this Contract if KELRON and the City agree that conditions exist which make it impossible to continue to provide the Services. All reasonable costs incurred by KELRON and fees arising from performance of the Contract, up to the point at which the Services on this Contract are terminated, shall be paid by the City. 5. This Contract shall be governed by, construed and interpreted in accordance with the laws of the State of Illinois without reference to conflict of the laws principles. Neither of the parties may assign this Contract without the prior written approval of the other parties (KELRON and the City). 6. To the fullest extent not prohibited by law, KELRON shall indemnify and hold harmless the Customer, its officials or directors, officers, agents, employees and representatives from and against any and all claims, damages, losses and expenses (including but not limited to attorney fees) arising out of or relating to the performance of this Contract, except where such claims, damages, and losses in any way arise out of or are caused by the grossly negligent or intentional acts or omissions of the Customer. 7. This Contract constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, oral or written, negotiations, representations, commitments, and all other communications between the parties. No other terms or conditions shall be binding upon KELRON unless accepted by it in writing. 8. It is expressly understood and agreed that KELRON is and shall be an independent contractor in respect to its dealings with the City. The City is interested solely in the results and exercises no control over KELRON in its performance of this Contract. Page 1 of 3