R-1940 - 03/23/2021 - AGREEMENTS - Resolutions Exhibits REVIEW OF CONTRACTS
Awarding Agency: Tvne of Contract:
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Departm Prog /Account Number:
A a ded Contract Price: I udeted Amount:
[� Under $20,000 [::] $500,001 - $1,000,000
$20,000 - $500,000 Over $1,000,000
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Name: Date: ?) 1
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Name: , Date:
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Three (3) Originals signed by other party Date/Initials . 1S
Original provided to staff member for other party Date/Initials Cl 1 r
Original provided to Official Files Date/Initial �2 1
Village of Oak Brook I Approved by Board of Trustees- Date/Initials:
ENGINEERING PROJECT MANAGEMENT
SERVICES AGREEMENT
VILLAGE OF OAK BROOK (y��
THIS AGREEMENT,made and entered into this�{day of I ' K�rC K 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
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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
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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
ply.
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.
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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
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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 famished 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(1 I"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.
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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 finished 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.
M. 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.
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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:
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Dixon Engineering, Inc.
4811 S. 76" Street
Suite 109
Greenfield,Wisconsin 53220
Attn: Todd Schaefer, Proiect 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.
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X. Time
Time is of the essence in the performance of all terns 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.
Z. 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:
A Municipal Corporati
Vi 1 ge Manager Village Clerk
DIXON ENGINEERING,INC. ATTEST:
!S"/L'—ZL ProJert Manager C
Duly Authorized Officer
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APPENDIX 1
SCOPE OF SERVICES
Per Proposal for Professional Project Management Services submitted by
Dixon Engineering, Inc., dated March 16, 2021,hereto attached
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APPENDIX II
COMPENSATION SCHEDULE
Per Proposal for Professional Project Management Services submitted by
Dixon Engineering, Inc., dated March 16, 2021,hereto attached
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APPENDIX III
TIME SCHEDULE
Per Proposal for Professional Project Management Services submitted by
Dixon Engineering, Inc., dated March 16, 2021,hereto attached
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DIXON Gr 1 76 , Suite 109
Greenfield, WIl 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 Coatine 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-700-18®, 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 SIGNATURE(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. 761i St., Suite 109
Oak Brook, IL 60523 Greenfield,WI 53220
Email: ptoland(a oak-brook.org Email:todd.schaeferpdixonengineering.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 IR, 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:
I. 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
I
I
EXHIBIT A: Agreement Between
Owner and DIXON
DIXON'S SERVICES AND OWNER'S RESPONSIBILITIES
Article 1 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
1
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.
L 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
1
II
I
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 j
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 I
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 DIXONs 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 I 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 1'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 301 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
*1.01-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
East Tank
Description of Services #of Units Unit Price Amount Basis of Compensation
*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 $1050 Unit Price
*1.01-RPR Critical Phase 25 $1,000 $25,000 Unit Price
Coating
A 1.02-Waffanty Observation $21500 Lum 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 11 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 l 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
I
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 I 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
parry.
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--
1) 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 I 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.
IR1.01 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.
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