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Engineering Project Management Services Agreement for the East and West Elevated Water Tanks Painting Project ENGINEERING PROJECT MANAGEMENT SERVICES AGREEMENT VILLAGE OF OAK BROOK -.1+t THIS AGREEMENT, made and entered into thi day of 2021, by and between DIXON ENGINEERING, INC., (hereinafter referred to as "ENGINEER") and the Village of Oak Brook, a municipal corporation(hereinafter referred to as"VILLAGE") covers certain professional engineering services in connection with the EAST AND WEST ELEVATED WATER TANK PAINTING PROJECT, (hereinafter referred to as "PROJECT"). The VILLAGE wishes to retain ENGINEER for these certain professional engineering services and ENGINEER is willing to perform such services for the compensation and in accordance with the terms and conditions described in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits, covenants and agreements contained within this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES ENGINEER agrees to perform engineering project management services as defined in the Scope of Services attached as Appendix I and made a part of this Agreement. 2. COMPENSATION AND PAYMENT ENGINEER shall be paid by VILLAGE for all services stipulated within this Agreement according to the Compensation Schedule attached as Appendix II and made a part of this Agreement. Payment to ENGINEER shall be made by VILLAGE upon receipt of ENGINEER'S monthly invoice. The invoice shall consist of a summary of direct labor hours by ENGINEER'S standard job classification times the respective factors as depicted in Appendix II plus listing of reimbursable costs incurred with copies of appropriate invoices. The invoice will state the phase of work for which it applies, if a multi-phase scope is used (e.g., design, construction, etc.). If VILLAGE identifies an item in the invoice, which appears to be in error,VILLAGE may withhold the amount in question,pay the balance of the invoiced amount, and provide ENGINEER with a statement concerning the questioned item. Alternatively, VILLAGE may pay the invoiced amount in full, provide ENGINEER with a statement of the questioned item, and an adjustment, if appropriate, will be made in the next subsequent invoice submitted by ENGINEER. Engineer will mark"Invoice number and final" on the invoice which closes out this contract or a phase of the contract. If VILLAGE fails to make any payment due ENGINEER for services and expenses, including amounts wrongly withheld, within thirty (30) days after submittal of ENGINEER'S billing thereof, the amounts due ENGINEER shall include a charge at the Page 1 rate of one percent (1.0) per month from such thirtieth (30th) day; and, in addition, the ENGINEER may,after giving seven(7)days written notice to VILLAGE,suspend services under this Agreement until it has been paid in full the amounts due it for services and expenses. During the period of any such suspension, the parties shall have the same rights and obligations as are provided by Subsection 5(e) of this Agreement. 3. TIME SCHEDULE The services required by this Agreement shall be completed in accordance with the Time Schedule attached as Appendix III and made a part of this Agreement. It is recognized by the parties that the Time Schedule may be contingent upon factors beyond the control of either party. Both parties will take all reasonable steps to adhere to the Time Schedule. 4. TERM OF AGREEMENT Unless extended by amendment, this Agreement shall terminate at the time of receipt of final payment by the ENGINEER, provided that all warranties and representations shall survive said final payment. 5. GENERAL TERMS AND CONDITIONS a. Modification The nature and the scope of services specified in this Agreement may only be modified by written amendment to this Agreement approved by both parties. b. Relationship between ENGINEER and VILLAGE ENGINEER shall serve as VILLAGE'S professional engineering consultant in those phases of the PROJECT to which this Agreement applies. The relationship is that of a buyer and seller of professional services, and it is understood that the parties have not entered into any joint venture or partnership with the other. C. Responsibility of the ENGINEER That all plans and other documents furnished by the ENGINEER pursuant to this Agreement will be endorsed by him and will show his professional seal where such is required by law. Notwithstanding anything to the contrary which may be contained in this Agreement or any other material incorporated herein by reference, or in any agreement between VILLAGE and any other party concerning the PROJECT, ENGINEER shall not have control or be in charge of and shall not be responsible for the means,methods,techniques, sequences or procedures of construction,or the safety, safety precautions or programs of VILLAGE, the construction contractor, other contractors or subcontractors performing any of the work or providing any of the services on the PROJECT, nor shall ENGINEER be responsible for the acts or omissions of VILLAGE provided that the ENGINEER has properly executed his Page 2 #11850987 vi duties. ENGINEER shall not be responsible for the failure of VILLAGE, any architect, engineer, consultant, contractor or subcontractor to carry out their respective responsibilities in accordance with the PROJECT documents, or any other agreement concerning the PROJECT. Any provision, which purports to amend this provision, shall be without effect unless it contains a reference that the content of this Subsection 5(c) is expressly amended for the purposes described in such amendment and is signed by ENGINEER. d. Corrections In the event plans, surveys or construction staking is found to be in error and revisions of the plans or survey or construction staking are necessary, the ENGINEER agrees that he will perform such work without expense to the VILLAGE, even though final payment has been received by him. He shall give immediate attention to these changes so there will be a minimum delay to the contractor. e. Suspension of Services VILLAGE may, at any time, by written order to ENGINEER (Suspension of Services Order),require ENGINEER to stop all,or any part of,the services required by this Agreement. Upon receipt of such an order, ENGINEER shall immediately comply with its terms and take all reasonable steps to minimize the occurrence of costs allocable to the services covered by the order. ENGINEER will not be obligated to provide the same personnel employed prior to suspension when the services are resumed,in the event the period of any suspension exceeds thirty(30) days. f. Termination 1) The VILLAGE shall have the right to terminate this Agreement with or without cause upon serving thirty (30) days written notice upon the other party. 2) Upon such termination, the liabilities of the parties to this Agreement shall cease,but they shall not be relieved of the duty to perform their obligations up to the date of termination. All warranties and the provisions of Section 5, Paragraph I shall be in full force and effect after termination. Upon such termination, ENGINEER shall cause to be delivered to the VILLAGE all drawings, specifications, partial and completed estimates, and any and all other data concerning the PROJECT, which ENGINEER is then accomplishing for the VILLAGE. ENGINEER shall be paid for any services completed and any services partially completed in accordance with Sections 2 and 3. Page 3 #11850987 vl g. Warranties In addition to the covenants herein made, the ENGINEER represents and certifies that its engineering services shall be performed in accordance with the standards of professional practice,care,and diligence practiced by recognized engineering firms in the industry in performing services of a similar nature in existence at the time of performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the VILLAGE. h. Representations In addition to the covenants herein made, the ENGINEER represents and agrees: 1) That all plans and special provisions to be furnished by the ENGINEER pursuant to this Agreement will be in accordance with the current standard specifications and policies of the VILLAGE, it being understood that all such plans and drafts shall, before being finally accepted, be subject to approval by the VILLAGE. 2) That he has not employed or retained any company or person, other than a bona fide employee working solely for the ENGINEER, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the ENGINEER, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach or violation of this warranty, the VILLAGE shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,percentage,brokerage fee, gift, or contingent fee. 3) The ENGINEER represents and certifies that the ENGINEER is not barred from contracting with a unit of state or local government as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue, unless the ENGINEER is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11- 42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. ENGINEER represents that the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the VILLAGE prior to the execution of this Agreement, and that this Agreement is made without collusion with any other person, firm, or corporation. If at any time it shall be found that the ENGINEER has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the ENGINEER shall be Page 4 #11850987_vl liable to the Village for all loss or damage that the VILLAGE may suffer, and this Agreement shall, at the VILLAGE's option,be null and void. 4) That he is qualified technically and is conversant with the policies applicable to the PROJECT; and that he has and will furnish sufficient, properly trained and experienced personnel to perform the services enumerated herein. 5) That he will not employ, for the duration of this Agreement, any person presently employed by the VILLAGE without the written consent of the VILLAGE. 6) ENGINEER represents and certifies that, to the best of its knowledge: (1) no elected or appointed VILLAGE official, employee or agent has a personal financial interest in the business of ENGINEER or in this Agreement, or has personally received payment or other consideration for this Agreement; (2) as of the date of this Agreement, neither ENGINEER nor any person employed or associated with ENGINEER has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither ENGINEER nor any person employed by or associated with ENGINEER shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. i. Documents Property of VILLAGE Drawings, specifications, reports, and any other documents prepared by ENGINEER in connection with any or all of the services furnished hereunder shall be the property of VILLAGE and the VILLAGE shall obtain any and all intellectual property rights in the drawings, specifications, reports, and documents prepared by ENGINEER in connection with any and all of the services furnished hereunder. ENGINEER shall have the right to retain copies of all documents and drawings for its files. All construction drawings shall be prepared electronically using MICRO STATION software. Paper copies will be provided to the VILLAGE in full-size (24" x 36") or quarter-size (11" x 17") as requested. Electronic design files will also be transferred to the VILLAGE. If construction services are a part of the ENGINEER'S work, he will create electronic "As-Built" conditions and will deliver them to the VILLAGE within thirty (30) days after completion of construction and before final payment to the ENGINEER. ENGINEER will title these files "Record Drawings". If construction services are not part of the ENGINEER'S work, he will deliver electronic MICRO STATION files to the VILLAGE upon request and before final payment to the ENGINEER. Page 5 #11850987 vl j. Access to Records The ENGINEER shall maintain all books, documents, papers, accounting records and other evidence pertaining to his costs incurred by reason of this Agreement and agrees to make such material available, at his office at the address indicated in Section 5, Paragraph u of this Agreement, at all reasonable times during the life of this Agreement and for a period of three(3) years from the date of final payment of the obligations of this Agreement by the VILLAGE or such longer time as requested by the VILLAGE, for inspection by personnel of the VILLAGE, or any authorized representative of the VILLAGE, and copies thereof shall be furnished if requested. The VILLAGE shall pay the cost of any copies. k. Reuse of Documents All documents, including drawings and specifications furnished by ENGINEER pursuant to this Agreement, are intended for use on the PROJECT only. They should not be used or modified by VILLAGE or others on extensions of the PROJECT or any other project without specific written verification or adaptation by ENGINEER. Any reuse or modification without written verification or adaptation by ENGINEER shall be at VILLAGE'S sole risk. 1. Indemnification ENGINEER agrees to indemnify,hold harmless, and defend(or pay the VILLAGE for the costs of defense if the Village so desires in its sole discretion)the VILLAGE and any of its officers, employees, or agents from and against all liability, claims, demands, and causes of action arising out of or related to any loss, damage, injury, death, or loss or damage to property resulting from any negligence, errors or omissions by the ENGINEER in the performance of this Agreement. In the event of joint or concurrent negligence of ENGINEER and VILLAGE, each shall bear that portion of the loss or expense that its share of the joint or concurrent negligence bears to the total negligence (including that of third parties) which caused the personal injury or property damage. in. Entire Agreement This Agreement sets forth all the covenants, conditions and promises between the parties. There are no covenants, promises, agreements, conditions or understandings between the parties, either oral or written, other than those contained in this Agreement. n. Governing Law The laws of the State of Illinois as to both interpretation and performance shall govern this Agreement. Page 6 #11850987_vl o. Successors and Assigns The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns;provided,however, that neither party shall assign this Agreement in whole or in part without the proper written approval of the other. P. Waiver of Contract Breach The waiver of one party of any breach of this Agreement or the failure of one party to enforce at any time, or for any period of time, any of the provisions hereof, shall be limited to the particular instance, shall not operate or be deemed to waive any future breaches of this Agreement, and shall not be construed to be a waiver of any provision, except for the particular instance. q. Severability of Invalid Provisions If any provisions of this Agreement shall be held to contravene or be invalid under the laws of any particular State, County or jurisdiction where used, such contravention shall not invalidate the entire Agreement,but it shall be construed as if not containing the particular provision or provisions held to be invalid in the particular State, County or jurisdiction and the rights or obligations of the parties hereto shall be construed and enforced accordingly. r. Force Majeure Neither VILLAGE nor ENGINEER shall be liable for any fault or delay caused by any contingency beyond their control, including, but not limited to, acts of God, wars, strikes, walkouts, fires, or natural calamities. S. Access and Permits VILLAGE shall arrange for ENGINEER to enter upon public and private property and shall obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the PROJECT. t. Designation of Authorized Representatives Each party shall designate one or more persons to act with authority in its behalf in respect to appropriate aspects of the PROJECT. The persons designated shall review and respond promptly to all communications received from the other party. U. Address for Notices Whenever it is provided in this Agreement that notice shall be given or other communication sent to ENGINEER, such notices or communications shall be delivered or sent to: Page 7 #11850987_vl Dixon Engineering, Inc. 4811 S. 76th Street Suite 109 Greenfield,Wisconsin 53220 Attn: Todd Schaefer, Project Manager Whenever it is provided in this Agreement that notice shall be given or other communication sent to the VILLAGE, such notices or communications shall be delivered or sent to: VILLAGE OF OAK BROOK 1200 Oak Brook Road Oak Brook, Illinois 60523 Attn: Doug Patchin, Public Works Director Notices personally delivered or sent via U.S. Mail, postage prepaid, shall be deemed, for all purposes, proper notice. V. Insurance ENGINEER agrees to obtain and maintain, for the term of this Agreement, and for a period of twelve(12)months after the services contracted for hereunder have been completed, insurance hereinafter provided, furnishing a certificate or certificates of insurance to the VILLAGE prior to commencing work under this Agreement. The certificate or certificates of insurance shall be in a form satisfactory to the VILLAGE from companies authorized to do business in Illinois and shall provide that the policies referred to shall not be canceled or changed without first giving thirty (30) days written notice thereof to the VILLAGE. Said insurance requirements are attached as Appendix IV and made a part of this Agreement ("REQUIRED INSURANCE POLICIES"). The VILLAGE shall be named as an additional insured and a cancellation notice recipient on all Required Insurance Policies. W. Additional Services ENGINEER shall supply such additional services as requested in writing by VILLAGE and agreed to by ENGINEER in connection with the PROJECT. ENGINEER shall submit separate proposals for furnishing these additional services. Compensation for such additional services shall be negotiated by the parties and included in this Agreement by a written amendment. ENGINEER shall supply such additional services as requested in writing by VILLAGE and agreed to by ENGINEER in connection with the PROJECT. ENGINEER shall submit separate proposals for furnishing these additional services. Compensation for such additional services shall be negotiated by the parties and included in this Agreement by a written amendment. Page 8 #11850987 v1 X. Time Time is of the essence in the performance of all terms and provisions of this Agreement. Y, Third Party Beneficiary No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. L. Conflicts If any provisions of this Agreement conflict with any provisions of the attached appendices I through IV,the provisions of this Agreement shall control. IN WITNESS WHEREOF. the parties set their hands and seals on the date first written above. VILLAGE OF OAK BROOK ATTEST: anager Village Clerk DIXON ENGINEERING, INC. ATTEST: Project Manager Duly Authorized Officer Page y V 1 1950487 V1 APPENDIX 1 SCOPE OF SERVICES Per Proposal for Professional Project Management Services submitted by Dixon Engineering, Inc., dated March 16, 2021,hereto attached Page 10 #11850987 vl APPENDIX II COMPENSATION SCHEDULE Per Proposal for Professional Project Management Services submitted by Dixon Engineering, Inc., dated March 16, 2021,hereto attached Page 11 #11850987_vl APPENDIX III TIME SCHEDULE Per Proposal for Professional Project Management Services submitted by Dixon Engineering, Inc., dated March 16, 2021, hereto attached Page 12 #11850987 vl DIXON Greenfield, fi , St., Suite 109 Greenfieldld,WI 53220 Telephone:(414)529-1859 ENGINEERING & INSPECTION SERVICES Fax: (414)282-7830 FOR THE COATING INDUSTRY AGREEMENT BETWEEN OWNER AND DIXON FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of: ("Effective date")between Village of Oak Brook,Illinois("Owner") and Dixon Engineering, Inc.of Lake Odessa,Michigan(DIXON). IN WITNESS WHEREOF,the("Owner")and("DIXON")have executed this Agreement. The Owners Project,of which DIXON's Services under this Agreement are a part, is generally identified as follows: Proiect Administration,Preconstruction Meeting,Weld Observation,Wet Interior,Exterior,and Dry Interior Coating Observations,and One(1)Year ROV Warranty Observation on the 250,000 Spheroid(East)and 250,000 Spheroid(West)Tanks("Project"). Other terms used in this Agreement are defined in EXHIBIT GP and EJCDC C-700-188, Standard General Conditions of the Construction Contract, incorporated by reference into this Agreement. This service fee is the Estimated Amount$62,100. Proposals/Agreement Signatures Todd Schaefer Project Manager March 16,2021 PROPOSED by DIXON(Not a contract until approved by Project Manager or Officer) PROPOSAL DATE CONTRACT APPROVED BY OWNER POSITION DATE Co SIGNATiJR.E(if required) POSITION DATE AGREEMENT APPROVED by DIXON POSITION DATE With the execution of this Agreement,DIXON and Owner shall designate specific individuals to act as DIXON's and Owner's representatives with respect to the services to be performed or furnished by DIXON and responsibilities of Owner under this Agreement, said individual shall have authority to transmit instructions,receive information, and render decisions relative to this Agreement on behalf of the respective party whom the individual represents. Designated Person: Pat Toland Designated Person: Todd Schaefer Address for Owner's receipt of notices: Address for DIXON's receipt of notices: Village of Oak Brook Dixon Engineering,Inc. 3003 Jovie Blvd. 4811 S. 76t' St., Suite 109 Oak Brook, IL 60523 Greenfield,WI 53220 Email: ptolandgoak-brook.org Email: todd.schaefergdixonengineering.net Any notice required under this Agreement shall be in writing, addressed to the Designated Contract Person at its address on this signature page,or given personally,or by registered or certified mail postage prepaid, or by a commercial courier service.All notices be shall effective upon the date of receipt. Agreement Owner: Village of Oak Brook Page 1 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 &04 Owner and DIXON further agree as follows: ARTICLE 1 SERVICES OF DIXON 1.01 DIXON shall provide or cause to be provided: A. Contract and Project Management(Basic)Services: EXHIBIT A Part 1 B. Resident Project Representative(RPR): EXHIBIT A Part 1 C. Other Services: Services beyond the scope of Exhibit A are Additional Services. ARTICLE 2 OWNER'S RESPONSIBILITIES 2.01 Owner shall provide or cause to be provided: A. Responsibilities set forth in Exhibit A,Part 1, Section C of each phase. B. Owner shall arrange for safe access to and make all provisions for DIXON to enter upon public and private property as required for DIXON to perform services under the agreement. ARTICLE 3 SCHEDULE FOR RENDERING SERVICES 3.01 Commencement: A. DIXON is authorized to begin rendering services as of the Effective Date or mutually agreeable date. B. DIXON shall complete its obligations within a reasonable time. If a specific period of time for rendering services,or specific dates by which services are to be completed are required,the dates are provided in Exhibit A, and are hereby agreed to be reasonable. ARTICLE 4 INVOICES AND PAYMENTS—PER EXHIBIT C ARTICLE 5 OPINIONS OF COST—GENERAL PROVISIONS PER EXHIBIT GP ARTICLE 6 GENERAL PROVISIONS PER EXHIBIT GP ARTICLE 7 DEFINITIONS A. Whenever used in this Agreement(including the Exhibits hereto)terms(including the singular and plural forms)printed with initial capital letters have the same meanings indicated in the Construction Contract Documents, EJCDC C-700 18. B. Additional definitions pertinent to invoicing or payment can be found in Exhibit C. ARTICLE 8 EXHIBITS AND SPECIAL PROVISIONS A. EXHIBITS Included: 1. EXHIBIT A, DIXON's Services and Owner's Responsibilities. 2. EXHIBIT C, Basis of Fees, Invoicing, and Payment Matters. 3. EXHIBIT C,Attachments C-1 and C-2. 4. EXHIBIT GP,General Provisions from the Agreement and Exhibits. 5. EXHIBIT 1R, Insurance Requirements and Limits of Liability. B. EXHIBITS to be added as needed: 1. EXHIBIT J, Special Provisions. Services added at/before Effective date(included in original Agreement sometimes referred to as an Addendum). 2. EXHIBIT K, Amendment to Owner-DIXON Agreement for Services added or changed after effective date of this Agreement or for clarification if requested. C. EXHIBITS B, D,F,and H merged with other Exhibits or not used. Agreement Owner: Village of Oak Brook Page 2 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 & 04 ARTICLE 9 MISCELLANEOUS PROVISIONS 9.00 Items that pertain to the legal terms of this Agreement. All General Provisions from Article 6 are in Exhibit GP. Those provisions refer mostly to services that result from this Agreement. 9.01 Survival: A. All express representations,waivers, indemnifications,and limitations of liability included in this Agreement will survive its completion or termination for any reason. 9.02 Severability: A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon Owner and DIXON,which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9.03 Successors,Assigns,and Beneficiaries: A. Owners and DIXON are hereby bound,and the successors, executors,administrators,and legal representatives of Owner and DIXON are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives(and said assigns)of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be constructed to create, impose,or give rise to any duty owed by Owner or DIXON to any Contractor,other third-party individual or entity, or to any surety for or employee of any of them and not for the benefit of any other party. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and DIXON and not for the benefit of any other party. 9.04 Waiver: A. A party's non-enforcement of any provision shall not constitute a waiver of that provision,nor shall it affect the enforceability of that provision or of the remainder of this agreement. 9.05 Accrual of Claims: A. To the fullest extent permitted by Laws and Regulations,all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence,no later than the date of Substantial Completion. 9.06 DIXON's Certifications: A. DIXON certifies that it has not engaged in corrupt, fraudulent,or coercive practices in competing for or in executing the Agreement. 9.07 Total Agreement: A. This Agreement, (together with the included Exhibits)constitutes the entire agreement between Owner and DIXON and supersedes all prior written or oral understandings. This agreement may only be amended, supplemented,modified,or canceled by a written instrument duly executed by both parties. Amendments should be based,whenever possible,on the format of Exhibit K. Agreement Owner: Village of Oak Brook Page 3 of 18 Exhibit: A, C,GP, IR Contract No: 13-22-24-03 & 04 EXHIBIT A: Agreement Between Owner and DIXON DIXON'S SERVICES AND OWNER'S RESPONSIBILITIES Article I and 2 of the Agreement is supplemented to include the following agreement of the parties: DIXON shall provide Contract and Project Management(BASIC)Services,and Resident Project Representative(RPR). PART 1 A1.01 Construction Phase: A. Basic Services: 1. DIXON will consult with Owner and act as Owner's representative as provided in the Construction Contract. The extent and limitations of the duties,responsibilities, and authority of DIXON shall be as assigned in EJCDC C-700-18 Standard General Conditions of the Construction Contract. 2. All of Owner's instructions to Contractor will be issued through DIXON,which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. 3. Engineer or RPR has authority to Stop Work if Engineer or RPR questions the quality of Work or rejects the Work, or if there(in the sole opinion of Engineer or RPR) a potential for creating an environmental contamination. 4. Finalize Project to observe all items in the contract specifications have been completed and review the quality of workmanship. 5. Duration of Construction Phase: The Construction Phase will terminate upon written recommendation by DIXON for final payment to Contractors. B. RPR Services for Maintenance of Existing Structures 1. Perform services expected of DIXON RPR and as detailed in the EJCDC Construction Contract General Conditions,GC-700-18. 2. Attend a Preconstruction Meeting, and address questions regarding observation services and coordination of field observations. 3. Hold Point General: a. Hold Point is a stage of the Construction Project where the Contractor stops Work. Work commences again after the Work is observed and reviewed for compliance. 4. Hold Point Weld/Modifications-Observe,Record,Report,and: a. Observe repair, and or the installation of work for specifications compliance. All weld repairs will be visually observed for surface defects(i.e. undercut, negative reinforcement, non-fusion,etc.). 5. Hold Points and RPR Coating Observation Services Common to Hold Point: All services will not be necessary each Site visit observation. a. Review abrasive and coating materials for approved manufactures. b. Measure surface profile created by abrasive blast cleaning by compressive tape or surface comparator. c. Observe abrasive blast cleanliness for specification requirements using SSPC Visual Standards, latest edition thereof. d. Review coating mixing,thinning,and manufacturer's application requirements. e. Monitor environmental conditions prior to and during coating application(i.e. ambient temperature, surface temperature,relative humidity, and dew point). f. Observe wet interior using high/low voltage holiday detection. g. Observe applied coating for dry film thickness,coverage,uniformity, and cure. 6. Hold Point Coating Wet Interior-Observe,Record, Report,and: Agreement Owner: Village of Oak Brook Page 4 of 18 Exhibit: A,C,GP, IR Contract No: 13-22-24-03 & 04 a. LPWC for thoroughness and compliance with specifications and verify test area meets or exceeds minimum specified standard for abrasive blast cleaning. b. Verify test area for abrasive cleaning meets or exceeds minimum of specified standard c. Collect spent abrasive for sampling and testing. d. Abrasive blast cleaning prior to application of the prime coat. e. Prime coat prior to application of the next coat. f. Intermediate coat prior to application of the stripe or topcoat. g. Stripe coat prior to application of the topcoat. h. Topcoat for compliance with specifications. i. Inspect seam sealer. 7. Hold Point Coating Exterior-Observe,Record,Report, and: a. Verify test area for high(HPWC)pressure water blast cleaning meets or exceeds minimum specified standard. b. HPWC for thoroughness and compliance with specifications and verify test area meets or exceeds minimum specified standard for spot tool cleaning(SP-11). c. Spot power tool,feathering, and compliance with specifications. d. Epoxy intermediate coat prior to application of the urethane intermediate coat. e. Urethane intermediate coat prior to application of the topcoat. f. Topcoat for compliance with specifications. g. Check foundations coating for compliance with specifications. h. Application of the lettering/logo for thoroughness,dimensions(visual only)and aesthetic appearance in accordance with specification requirements,and to verify no damage occurred during lettering. 8. Hold Point Coating Dry Interior-Observe,Record, Report, and: a. Spot power tool cleaning for thoroughness, surface profile, feathering,and compliance with specifications. b. Spot prime coat prior to application of the intermediate coat. c. Topcoat for compliance with specifications. Review all contract items to assure they have been completed according to contract requirements. 9. Hold Point Project Finalization: a. Review all repairs not installed until after coating. b. Examine entire project for damage that occurred during construction or post construction from rigging and de-rigging or other causes. c. Observe the installation of screens, light bulbs, etc. d. Observe Site for restoration to pre-project conditions. e. Formulate a punch list of items to complete. f. Create a second punch list if needed before finalization. g. Finalize the project to assure all items in the contract specifications have been completed, and the quality of workmanship meets contract requirements. C. Construction Phase-Owner's Responsibilities: 1. Inform DIXON in writing of any specific requirements of safety or security programs that are applicable to DIXON, as a visitor to the Site. 2. Attend and participate in the Preconstruction conferences,construction progress and other job- related meetings, and Site visits to determine Substantial Completion and readiness of the completed Work for final payment. 3. If Owner, or Owner and Contractor,modify the duties,responsibilities, and authority of DIXON in the Construction Contract, or modify other terms of the Construction Contract having a direct bearing on DIXON,then Owner shall compensate DIXON for any related increases in the cost to provide Construction Phase services. A1.02 Post Construction Phase: Agreement Owner: Village of Oak Brook Page 5 of 18 Exhibit: A,C,GP, IR Contract No: 13-22-24-03 & 04 A. Basic Services: 1. One Year Warranty Observation-ROV and Exterior: a. Review all wet or dry interior surfaces for corrosion and/or damage,qualify and quantify damage for repairs. All coating repairs needed are to be quantified by extrapolation of a measured area and compared with warranty requirements. b. Observe the exterior coating and quantify damages. c. Review all repairs completed during Construction Phase. d. Review all exterior appurtenances for damage due to corrosion or construction. e. Review exterior of the exposed foundations. f. Review all health aspects of the tank,including screening of the vent,overflow pipe,and other possible contamination sources. g. Prepare a report documenting all items found that meet or fail to meet warranty requirements and recommendations for repair. The report will be letter format. B. Post Construction Phase-Owner's Responsibilities: 1. Warranty Observation-ROV Observation: a. Fill the tank to overflow or higher capacity and isolate it from the system during the ROV observation,or as a minimum,maintain positive flow(No water withdrawal from tank). b. Perform chlorine residual and bacteriological testing after completion of observation. A2.01 ADDITIONAL SERVICES A. Any service not listed or referenced above in Part 1 will be considered an Additional Service. 1. All additional requested services and associated fees shall be documented by an Exhibit K, Contract Amendment signed by both parties. Agreement Owner: Village of Oak Brook Page 6 of 18 Exhibit: A,C, GP, IR Contract No: 13-22-24-03 & 04 EXHIBIT C: Agreement Between Owner and DIXON BASIS OF FEES,INVOICING AND PAYMENT General Provisions of Article 4 of the Agreement has been moved to this EXHIBIT C: Part 1 BASIS OF FEES C1.00 Owner's Responsibility: A. Owner shall pay DIXON for Basic(Project Management and Contract Administration),Resident Project Representative(RPR),and Additional Services as detailed below and as summarized in Attachment 1 to EXHIBIT C.(Exhibit C-1). C1.01 Basis: A. Hourly rates of DIXON's employee are per classification in the Standard Hourly Rate and Reimbursable Expense Schedule included in this Exhibit C as Exhibit C Attachment 2. (Ex C-2) A classification that has a range of fees,reflects varying levels of experience within that classification. DIXON reserves the right to select the level of RPR and classification.This decision is at DIXON's discretion only and will be dependent primarily on experience with Owner selected Contractor as well as other factors. 1. Reimbursable expenses are those expenses directly related to and resulting from this Project. These expenses are primarily living expenses and mileage. C1.02 Methods of Rate Calculation and Definitions including Limitations: A. Standard Hourly Rate(SHR)Method: An amount equal to the cumulative hours charged to the Project by each classification of DIXON's personnel,times Standard Hourly Rates and Overtime rates for each applicable billing classification. (Exhibit C-2) 1. The SHR method may be used for all services. It is more commonly used on portions of various Phase Services where scheduling and speed are controlled by the Contractor or unforeseen project expenses. (Phase 3 Construction, Basic, and RPR services,and for Additional Services during all phases. Overtime rates apply on weekends,holiday, and over 40 hours per week. When accounting for the 40 hours it applies over 40 hours worked between Monday and Friday,weekend rates are already at Overtime rate. Holiday pay also does not contribute toward the accounting for 40 hours.) 2. The SHR charged by DIXON constitutes full and complete compensation for DIXON services including labor costs, overhead, and profit but not Reimbursable Expenses. 3. The Standard Hourly Rates per employee classification listed in Attachment C-2 do not include reimbursable expenses. The estimated Reimbursable Expenses are NOT calculated and averaged over the classification rate. a. The estimator calculates the number of days a project is expected to require and calculates manpower required to match number of hours and services required. b. The estimator then calculates Reimbursable Expenses based on the same criteria. c. Both the total manpower estimate, and Reimbursable Expenses total estimate are added. And the total estimate is included in the fee schedule shown in Attachment C-1. B. Lump Sum(LS)Method: One agreed fee for completing an agreed defined scope of services. The Lump Sum Method fee charged by DIXON constitute full and completed compensation for DIXON's services including labor costs,overhead, and profit,and reimbursable expenses. C. The Lump Sum Method is more commonly used by DIXON for portions of the Phases where DIXON has control over a greater percentage of unknowns, such as the Technical Specifications, Bidding and Contract Documents, and Post Construction Phases excluding fees for Additional Services. 1. DIXON may use a Lump Sum for the entire project. Agreement Owner: Village of Oak Brook Page 7 of 18 Exhibit: A, C,GP, IR Contract No: 13-22-24-03 & 04 D. Unit Price (UP)Method: Can be considered individual Lump Sum amounts. Reimbursable expenses are calculated and included in Unit Price methods. 1. The Unit Price Method is used when DIXON completes Hold Point Observations,Project Progress or Preconstruction Meetings,known, controlled portions of the Contract and unknown Post Construction(Additional Services). 2. Exhibit J Amendment: If Amendment changes Scope of Services then Additional Services may be negotiated Lump Sum or Standard Hourly Rate Method. 2. Exhibit K Addendum:Addenda items(if any)may be negotiated according to any agreed method. 3. Subconsultants or Subcontractor Service Fees are not included in the SHR, LS, or UP methods. DIXON will invoice for Subconsultant's or Subcontractor's actual invoiced amount times a factor of 1.20. The 1.20 factor includes DIXON's overhead and profit associated with DIXON's responsibility for the administration of such services. E. Not every Method of Rate Calculation may be used in this or any Contract,but every contract may be amended by using Exhibit K. If additional Work proposed in Exhibit K involves a different Method of Rate Calculation, it will be clearly defined herein. C1.03 Definitions including Limitations: A. Basic Services to be performed are identified as Basic Services in Exhibit A,or by reference,in the General Conditions(GC-700-18) of the Owner/Contractor Construction Documents.Basic Services are generally calculated using the SHR method. These services are contracted services and thus are prior authorized. B. RPR Services contractually agreed services per Exhibit A or by reference, in the General Conditions(GC-700-18)of the Owner/Contractor Construction Document RPR services. These services are primarily observation during the Construction phase. RPR Services are generally calculated using the SHR method for Full Time or Daily services and by Unit Price for Hold Point Observations. Often a Contract for RPR services involves a combination of the SHR and the Unit Price method. These are contracted services and thus are prior authorized. C. Contingent Services some services are Basic to every contract such as Preconstruction Meeting and review of Final Pay Request. Other Basic Services and the Project Manager's time associated with them are unknown. Some services are not used on all projects, such as review of multiple Pay Requests, Change Orders,Field Orders, and Work Change Directives. These are services which may or may not be needed, and thus Contingent. Contingent Services are generally calculated using the SHR method but may be Lump Sum or Unit Price method. These are contracted services and thus are prior authorized. D. Additional Services are services outside of the Scope of Services as defined in Exhibit A. These are NOT contracted services and prior authorization in the form of Exhibit K-Addendum to Agreement is required. The calculation of fees is Work dependent and may be calculated by the SHR method, or Lump Sum or Unit Price. E. Antenna Services are defined in Ex B and authorized by Exhibit K—Antenna Addendum. The calculation of the services is usually a combination of Unit Price and SHR methods. These are contracted services (by addendum) and thus are prior authorized. C1.04 Fees: A. Contracted Fees are detailed in this Exhibit C Attachment 1. B. Contingency Allowance Fees if identified or requested, are intended to allow the flexibility to continue the Project and Services, without the need for an Addendum for additional fees. Contingent Fees may be transferred within the Project Phase or transferred to other project Phases as needed. Transfer does not require prior authorization. It is intended that any fees in this Contingency be used when other accounts are exhausted or minor Additional Services are required. Contingency fees unused will not be invoiced. Basic and/or RPR Fees may be increased to accomplish the same benefits of a Contingency Allowance. Agreement Owner: Village of Oak Brook Page 8 of 18 Exhibit: A,C,GP, IR Contract No: 13-22-24-03 & 04 C. Set-Off Fees contractual Set-off. (Applies to Construction and Post Construction Phases only)as defined in the Technical Specifications and General Conditions of the Owner/Contractor Contract, is a Contractually agreed remedy for small violations or nonadherence of the Contract terms which result in extra or unnecessary expenses to the Owner. The cost for these unnecessary expenses are not foreseen and cannot be calculated. They are the same SHR or Unit Price method,that had the service been necessary would have been invoiced to Owner. These services generally do not require prior approval of Owner,because they are required in the administration of the Contract. Set-off fees are invoiced to the Owner,who pays DIXON. The Owner can then Set-off these charges from amounts owed to the Contractor. 1. A few examples of Set-off Fees are when the Owner has incurred extra charges or engineering costs related to: a. Excessive submittal review, b. Excessive evaluations of proposed substitutes, c. Tests and inspections, or return Hold Point Observations to complete Field Work that were determined to be a failed inspection and, d. Work is defective,require correction or replacement including additional inspection costs. 2. Set-off is only used during the Construction and Post Construction Phases where additional Observation or engineering services are required to correct failed Work. C1.05 Estimated Fee: A. The SHR Method of Rate Calculation is an estimate. The SHR Method is prepared based on extensive experience and is intended to be conservative. 1. Calculating SHR includes,DIXON's estimate of the amounts that will become payable for specified services are only estimates for planning purposes,are not binding on the parties,and are not the minimum or maximum amounts payable to DIXON under the agreement. 2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to DIXON that the total compensation amount thus estimated will be exceeded, DIXON shall give Owner notice thereof, allowing Owner to consider its options,including suspension or termination of DIXON's services for Owner's Convenience. Upon notice, Owner and DIXON promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate DIXON's services for Owner's convenience,agree to such compensation exceeding said estimated amount,or agree to a reduction in the remaining services to be rendered by DIXON, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend DIXON's services during the negotiations and DIXON exceeds the estimated amount before Owner and DIXON have agreed to an increase in the compensation due DIXON or a reduction in the remaining services,then DIXON shall be paid for all services rendered hereunder. 3. The requirements of minimum work hours and weeks shall remain in effect through negotiations and the minimum requirements of these paragraphs are not negotiable. An RPR is a professional,and if he remains on Site,he is guaranteed the minimum number of hours. Negotiations may Full Time or Daily RPR to Hold Point Observation Services or reduce the number of Daily Inspections. Then minimum hour requirements apply only to demobilization if RPR was Full Time. C1.06 DIXON's Reimbursable Expenses Schedule and Standard Hourly and Overtime Rates: A. Attached to this EXHIBIT C is Attachment C-2, Standard Hourly Rate and Reimbursable Expense Schedule B. Annual Cost Adjustment—January 1 each year. 1. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually as of the first January 1 date past expiration date printed on Attachment C-2 to reflect equitable Agreement Owner: Village of Oak Brook Page 9 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 &04 changes in the compensation payable to DIXON. Proposals sent after August 1st will have Attachment C-2 with effective rates through December 31 of the subsequent year. 2. Unit Price for Hold Point observations and Lump Sum items shall be increased at the same time as hourly rate by the same percentage increase as Standard Hourly Rates. 3. Notification of these cost adjustments,or the issuance of an Addendum or Change Order are not required,but DIXON shall endeavor to so advise. Failure to supply notification does not waive the right for implementing rate increases. PART 2 INVOICING AND PAYMENT for Services in EXHIBIT A per EXHIBIT C-1: A. Preparation and Submittal of Invoices: DIXON will prepare invoices in accordance with its standard invoicing practices and the terms of this EXHIBIT C and Attachments C-I and C-2. DIXON will submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. Small monthly invoices may be held by DIXON only,for a month or more and combined. B. Application to Interest and Principal: Payment will be credited first to any interest owed to DIXON and then to principal. C. Failure to Pay: If Owner fails to make any payment due DIXON for services and expenses within 30 days after receipt of DIXON's invoice,then: 1. Amounts due DIXON will be increased at the rate of 1.0%per month(or the maximum rate of interest permitted by law,if less)from said 30`'day. D. Disputed Invoices: If Owner disputes an invoice,either as to amount or entitlement,then Owner shall promptly advise DIXON in writing of the specific basis for doing so,may withhold only that portion so disputed, and must pay the undisputed portion. PART 3 SELECTION OF RPR SERVICES C3.01 Hold Point Observations: A. The RPR travels to site complete the observation and travels back to Base Office.On site time at a minimum is time to complete observations and to complete report. Agreement Owner: Village of Oak Brook Page 10 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 & 04 EXHIBIT C ATTACHMENT C-1: Agreement Between Owner and DIXON SUMMARY OF DIXON'S COMPENSATION FEES SCHEDULE of VALUES 1. The total compensation for services under this Agreement is the estimated total compensation amount of Sixty-Two Thousand, One Hundred,$62,100 and summarized as follows: West Tank Description of Services #of Units Unit Price Amount Basis of Compensation A 1.01-Preconstruction Meeting $500 Unit Price A 1.01-Other Defined Basic $2,000 Lump Sum Services: Project Administration *1.01-RPR Services Weld 1 $1,050 $1,050 Unit Price A 1.01-RPR Critical Phase 25 $1,000 $25,000 Unit Price Coating A 1.02-Warranty Observation $2,500 Lump Sum Total $31,050 East Tank Description of Services #of Units Unit Price Amount Basis of Compensation *1.0 1-Preconstruction Meeting $500 Unit Price *1.01-Other Defined Basic $2,000 Lump Sum Services:Project Administration *1.01-RPR Services Weld 1 $1,050 $1,050 Unit Price *1.01-RPR Critical Phase 25 $1,000 $25,000 Unit Price Coating A 1.02-Warranty Observation $2,500 Lump Sum Total $31,050 2. In the event of a conflict with the number in the Total and the written amount in 1 above or with the number on the Signature Page,the first governance shall be a review of math in this schedule of values. 3. DIXON may alter the distribution of compensation consistent with services actually rendered between individual phases of Basic and RPR Service with unused fees calculated by any method. Reallocation of fees shall not result in a total fee in excess of the total compensation amount unless approved by the Owner. Agreement Owner: Village of Oak Brook Page 1 I of 18 Exhibit: A,C,GP, IR Contract No: 13-22-24-03 & 04 EXHIBIT C ATTACHMENT C-2: Agreement Between Owner and DIXON STANDARD HOURLY RATE AND REIMBURSABLE EXPENSE SCHEDULE Labor Class Per Hour Overtime Rate Principal $265.00 Project Manager $160.00 $240.00 Engineer $165.00 $248.00 CWI Welding RPR $160.00-$175.00 $240.00-$263.00 DIXON Level 3 or NACE Certified Level 3 RPR $110.00-$145.00 $165.00-$217.00 DIXON Level 2 or NACE Level 2 RPR $100.00-$125.00 $150.00-$188.00 DIXON Level 1 or NACE Level 1 RPR $90.00-$109.00 $135.00-$164.00 Contract Support Staff $115.00-$140.00 $173.00-$210.00 Expenses Metropolitan Out-State Mileage $0.75/mile+tolls $0.65/mile Lodging $158.00 per diem $148.00 per diem Meals $48.00 per diem $41.00 per diem FEES EFFECTIVE THROUGH: December 31,2021 Revised 8/6/2020 Agreement Owner: Village of Oak Brook Page 12 of 18 Exhibit:A, C, GP, IR Contract No: 13-22-24-03 &04 EXHIBIT GP: Agreement Between Owner and DIXON GENERAL PROVISIONS AND RELATED CONDITIONS FROM AGREEMENT OR EXHIBITS GP1.00 Time for Completion: A. If there is a change in the Scope of Services,or in Scope of Project, if Projects are delayed or suspended through no fault of DIXON, if the orderly and continuous progress of DIXON's services is impaired, if the agreed periods of time or dates are changed,then the time for completion of DIXON's services, and the rates and amounts of DIXON's compensation, shall be adjusted equitably. Delay of Projects by Owner or Contractor until the next season(past the expiration date of EXHIBIT C ATTATCHMENT 1 and 2), is considered a Change in Scope of Services and the rates and amounts of DIXON's compensation shall be adjusted equitably in accordance with the succeeding year's EXHIBIT C ATTATCHMENT l and 2. B. Owner shall give prompt written notice to DIXON whenever Owner observes or otherwise becomes aware of any development that affects the scope or time of performance of DIXON's services;the presence at the Site of any Constituents of Concern; or any relevant,material defect or nonconformance in:(a)DIXON's services,(b)the Work,(c)the performance of any Contractor,or (d)Owner's performance of its responsibilities under this Agreement. C. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay DIXON's performance of its services. D. If DIXON fails,through its own fault,to complete the performance required in this Agreement within the time set forth,as duly adjusted,then Owner shall be entitled, as its sole remedy,to the recovery of direct damages, if any,resulting from such failure. GP1.01 Opinions of Probable Construction Cost: A. DIXON's opinions(if any)of probable Construction Cost are to be made on the basis of DIXON's experience,qualifications,and general familiarity with the construction industry. However, because DIXON has no control over the cost of labor,materials,equipment,or services furnished by others, or over contractors' methods of determining prices, or over competitive Bidding or market conditions, DIXON cannot and does not guarantee that proposals,Bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by DIXON. GP1.02 Standards of Performance and Compliance with Laws and Regulations: A. Standard of Care: The Standard of Care for all services performed or furnished by DIXON under this Agreement will be the care and skill ordinarily used by members of this subject profession practicing under similar circumstances at the same time and in the same locality. B. Technical accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of DIXON's services. DIXON shall correct deficiencies in technical accuracy without additional compensation,unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Reliance on Others: Subject to the Standard of Care set forth above in Paragraph GP1.02.A, DIXON and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors,manufacturers, suppliers and the publishers or technical standards. D. DIXON will make visits to the Site at intervals appropriate to the various stages of construction as DIXON deems necessary in order to observe, as an experienced and qualified design professional, the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations,DIXON, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Agreement Owner: Village of Oak Brook Page 13 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 &04 E. DIXON shall not at any time supervise, direct, control, or have authority over any Constructor's work,nor shall DIXON have authority over or be responsible for the means,methods,techniques, sequences, or procedures of construction selected or used by any Constructor or the safety precautions and programs incident thereto, for security or safety at the Project site,nor for any failure of a Constructor's furnishing and performing of its work. DIXON shall not be responsible for the acts or omissions of any Constructor or for Constructor's compliance with Laws and Regulations. F. DIXON makes no warranties, express or implied,under this Agreement or otherwise, in connection with any services performed or furnished by Contractor. G. DIXON shall not be responsible for any decisions made regarding the construction Contract requirements, or any application, interpretation, clarification, or modification of the construction Contract documents other than those made by DIXON or its consultants. H. DIXON's Services and Additional Services do not include: (1)serving as a"municipal advisor" for purposes of the registration requirements of the Section 975 of the Dodd-Frank Wall Street Reform and the Consumer Protection Act(2010)or the municipal advisor registration rules issued by the Securities and Exchange Commission; (2)advising Owner, or any municipal entity or other person or entity regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure,timing,terms, or other similar matters concerning such products or issuances; (3)providing surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements, or(4)providing legal advice or representation. GP1.03 Use of Documents: A. All Documents are instruments of service, and DIXON shall retain an ownership and property interest therein(including the copyright and the right of reuse at the discretion of DIXON)whether the Project is completed or not. NOTE: A delayed project may require revisions of the Bid and/or Contract Documents. 1. Owner may make and retain copies of Documents for information and reference in connection with the use of the Documents on the Project. DIXON grants Owner a limited license to use the Documents on the Project. Owner shall not use,reuse, or modify the Documents without written verification, completion, or adaptation by DIXON. The limited license to Owner shall not create any rights in third parties. GP1.04 Suspension and Termination: A. Suspension: 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to DIXON. 2. By DIXON: DIXON may, after giving seven days written notice to Owner, suspend services under this Agreement if Owner has failed to pay DIXON for invoiced services and expenses, or in response to the presence of Constituents of Concern at the Site. B. Termination: The obligation to provide further services under this Agreement may be terminated. 1. For cause, by either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 2. By DIXON: a. Upon seven days written notice if Owner demands that DIXON furnish or perform services contrary to DIXON's responsibilities as a licensed professional; or if services for the Project are delayed or suspended for more than 90 days for reasons beyond DIXON's control, or as the result of the presence at the Site of undisclosed Constituents of Concern. b. DIXON shall have no liability to Owner on account of either such termination. This Agreement will not terminate; however, if the party receiving such notice begins,within seven days of receipt of such notice,to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof. Agreement Owner: Village of Oak Brook Page 14 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 & 04 3. For convenience,by Owner effective upon DIXON's receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph GP 1.04 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow DIXON to demobilize personnel and equipment from the Site to complete tasks whose value would otherwise be lost,to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination: 1. In the event of termination by Owner or by DIXON for cause, DIXON shall be entitled to invoice Owner and receive payment of a reasonable amount for services and expenses directly attributable to termination,both before and after the effective date of termination, such as reassignment of personnel,and other related close-out costs,using methods and rates for Additional Services as set forth in EXHIBIT C. 2. The scheduled time between Contract Award and the physical start of Construction,or if Construction is postponed for the off season(winter),shall not be considered a"suspension." GP1.05 Controlling Law and Compliance with Laws and Regulations: A. This Agreement is to be governed by the Laws and Regulations of the state in which the Project is located. DIXON and Owner shall comply with state Laws and Regulations of state of Project. B. DIXON shall comply with any and all instructions of Owner, and all requirements of Contractor's or Owner's safety program that are applicable to DIXON's performance of services under this Agreement and that Owner provides to DIXON in writing, prior to the Effective Date; subject to the Standard of Care set forth in Paragraph GP1.02.A above, and to the extent compliance is not inconsistent with professional practice requirements. C. The following may be the basis for modifications to Owner's responsibilities or to DIXON's scope of services,times of performance, or compensation: 1. Changes after the Effective Date to Laws and Regulations. 2. The receipt by DIXON; or changes after the Effective Date of Owner-provided written policies and procedures. D. The General Conditions for any construction contract documents prepared hereunder are to be EJCDC C-700-18 "Standard General Conditions of the Construction Contract"(2018 Edition), prepared by the Engineer's Joint Contract Documents Committee, and as modified by DIXON unless expressly indicated otherwise. If Owner supplied General Conditions are used,then DIXON supplied Additions shall also be used to the extent they do not conflict with Owner's. GP1.06 Dispute Resolution A. Owner and DIXON agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking nonbinding mediation or exercising their rights at law. B. If negotiations fail then Owner and DIXON shall proceed to nonbinding mediation before a panel of three,one panel member selected by each party, and one mutually agreeable person. The only requirements are that neither party have any financial or relational control over any panel member. DIXON will select, based on expertise in the area of dispute. (DIXON pays fees for their panel member,Owner pays fees of their member and third member's fees are to be paid as direct by the panel,even if their final dispute resolution is not accepted). C. After one trial mediation,unless an additional attempt is accepted by both parties either party may exercise their rights at law. GP1.07 Environmental Condition of Site: A. Owner represents to DIXON that as of the Effective Date to the best of Owner's knowledge, that there are no Constituents of Concern, other than those disclosed in writing to DIXON,exist at or adjacent to the Site. Agreement Owner: Village of Oak Brook Page 15 of 18 Exhibit: A, C,GP, IR Contract No: 13-22-24-03 &04 B. Constituents of Concern in the Coating Industry-DIXON and Owner acknowledge that the coating industry may generate hazardous waste or Constituents of Concern(C of C)when removing old coatings, C of C may be existing in soils from coating removal in the past, and some gasket materials contained asbestos. Old coatings may contain heavy metals such as lead,chrome,and cadmium. Hazardous solvents may be present in new coatings,thinners, or used in the cleaning of equipment. These materials may be C of C but are considered Known C of C. C. If DIXON Encounters or learns of an undisclosed Constituents of Concern at the Site,then DIXON shall notify Owner. State and Federal notifications,if required, are the responsibility of the Owner. D. Owner acknowledges that DIXON is performing professional services for Owner and that DIXON is not and shall not be required to become an"owner,""arranger,""operator,""generator,"or "transporter"of hazardous substances,as determined in the Comprehensive Environmental Response, Compensation and Liability Act(CERCLA), as amended,which are or may be encountered at or near the Site in connection with DIXON's activities under this Agreement Agreement Owner: Village of Oak Brook Page 16 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 & 04 EXHIBIT IR: Agreement Between Owner and DIXON INSURANCE REQUIREMENTS AND LIABILITY CONCERNS The Agreement is supplemented to include the following agreement of the parties: IR1.00 Insurance: A. The limits of liability for the insurance required on this project are as follows: B. By DIXON: 1. Workers' Compensation: Statutory 2. Employer's Liability -- 1) Bodily injury, each accident: $1,000,000 2) Bodily injury by disease,each employee: $1,000,000 3) Bodily injury/disease, aggregate: $1,000,000 3. General Liability -- l) Each Occurrence(Bodily Injury and Property Damage) $1,000,000 2) General Aggregate $2,000,000 4. Excess or Umbrella Liability 1) Per Occurrence: $5,000,000 2) General Aggregate: $5,000,000 5. Automobile Liability 1) Combined Single Limit(Bodily Injury and Property Damage): $1,000,000 6. Professional Liability— 1) Each Claim Made $2,000,000 2) Annual Aggregate $2,000,000 C. Additional Insured's: The following individuals or entities are to be listed on DIXON's general liability policies of insurance as additional insured's: Owner and other parties requested by Owner Electronic Data Transmittal Protocol within reason. D. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation,general liability,motor vehicle damage and injuries,and other insurance necessary to protect Owner's and DIXON's interests in the Project. Owner shall also require Contractor to cause DIXON and its Consultants to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. E. DIXON shall deliver to the Owner certificates of insurance evidencing the coverages. Such certificates shall be furnished prior to commencement of DIXON's services and at renewals thereafter during the life of the Agreement. F. All policies of property insurance relating to the Project,including but not limited to any builder's risk policy,shall allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insured thereunder or against DIXON or its Consultants.Owner and DIXON waive all rights against each other,Contractor,the Consultants,and the respective officers,directors,members,partners, employees,agents,consultants,and subcontractors of each and any of them, for all losses and damages caused by,arising out of,or resulting from any of the perils or causes of loss covered by any builder's risk policy and any other property insurance relating to the Project.Owner shall take appropriate measures in other Project-related contracts to secure waivers of rights. G. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement,and that renewal will not be refused,until at least 10 days prior written notice has been given to the primary insured.Upon receipt of such notice,the receiving party shall promptly forward a copy of the notice to the other party to this Agreement. H. At any time,Owner may request that DIXON or its Consultants,at Owner's sole expense,provide additional insurance coverage, increased limits,or revised deductibles that are more protective than those specified in EXHIBIT IR. If so,requested by Owner,and if commercially available,DIXON Agreement Owner: Village of Oak Brook Page 17 of 18 Exhibit: A, C, GP, IR Contract No: 13-22-24-03 & 04 shall obtain and shall require its Consultants to obtain such additional insurance coverage,different limits,or revised deductibles for such periods of time as requested by Owner,and EXHIBIT IR will be supplemented to incorporate this requirement. I. Definitions: 1. Owner and Party 1 is Owner and Owner's officers,directors,membership,partners, agents, employees, consultants, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. 2. DIXON and Party 2 is DIXON and/or DIXON's officers,directors,members,partners,agents, employees, consultants, subcontractors, or others under contract to DIXON relative to this Project or Agreement. I111.01 Limitation of Liability: A. DIXON's Liability Limited to Amount of Insurance Proceeds: DIXON shall procure and maintain insurance as required by and set forth in EXHIBIT IR to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by Laws and Regulations,the total liability, in the aggregate, of DIXON and Party 2 to Owner and anyone claiming by,though, or under Owner shall not exceed the total insurance proceeds paid on behalf of or to DIXON by DIXON's insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of DIXON's insurance policies applicable thereto(excluding fees,costs and expenses of investigation, claims adjustment,defense, and appeal),up to the amount of insurance required under this Agreement IR1.02 Exclusion of Special,Incidental,Indirect,and Consequential Damages: A. To the fullest extent permitted by Laws and Regulations, and notwithstanding any other provision in the Agreement. DIXON and Party 2 shall not be liable for special, incidental, indirect,or consequential damages arising out of, or related to this Agreement or the Project,from any cause or causes, including but not limited to: damage to water supply or reduction in fire protection. IR1.03 Percentage Share of Negligence: A. To the fullest extent permitted by Laws and Regulations,a party's total liability to the other party and anyone claiming under the other party for damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner,Engineer, and all other negligent entities and individuals. Agreement Owner: Village of Oak Brook Page 18 of 18 Exhibit: A,C, GP, IR Contract No: 13-22-24-03 & 04 APPENDIX IV Insurance Engineer shall maintain for the term of this Agreement, and for a period of twelve months after the services is contracted for hereunder have been completed, insurance policies covering: 1. Workers Compensation: Statutory. 2. Employers Liability Insurance: $1,000,000 injury-per occurrence $500,000 disease-per employee $1,000,000 disease-policy limit Such insurance shall evidence that coverage applies in the State of Illinois. 3. Comprehensive General Liability Insurance: $2,000,000 per occurrence combined single limit. Coverages shall include Broad Form Property Damage Endorsements and Blanket Contractual Liability(must expressly cover the indemnity provisions of the Agreement). 4. Comprehensive Automobile Liability Insurance: $1,000,000 combined single limit, any auto. 5. Professional Liability Insurance (errors and omissions): $1,000,000 per claim and $2,000,000 in aggregate. 6. Umbrella or excess liability: The required coverages may be in any combination of primary, excess, and umbrella policies. Any excess or umbrella policy must provide excess coverage over underlying insurance on a following-form basis such that when any loss covered by the primary policy exceeds the limits under the primary policy, the excess or umbrella policy becomes effective to cover such loss. 7. Engineer will provide the Village with a certificate of insurance and additional insured endorsement showing the Village added to the General Liability Insurance as an additional insured. 8. Coverage shall not be suspended, voided, canceled, or reduced except after thirty (30) days prior written notice by certified mail has been given to the Village. If a standard Certificate of Insurance form is used with a cancellation clause,the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" will be stricken or crossed out. Page 13 #11850987 vl