R2007-149 AUTHORIZING AGREEMENT DIXON ENGINEERING, INC.

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GENERAL PROV1S10NS—OWNER: Geneial: The OWNER shall provide all criteria and full information as OWNER's requirements for the Project; designate a person to act with authority on OWNER's behalf in respect to all aspects of the Project;examine and respond pinmpfly to DIXON's submissions;and give pmmpt written notice to D1XON whenever he observes or otherwise becomes awaze of any defect in the work or breach of Contiact portions conducted by DIXON. O WNER shall also do the following and pay all costs incidern theretio: - Guarantee access to and make all provisions for D1XON to enter upon public and private property as may be necessary. - Furnish approvals and permits from a11 governmental authorities having jurisdiction over the Project. Reuse of Documerns: All documents,including Drawings and Specifications,prepared by D1XON pursuant to this Agreement are instnunents of service in respect of this project. They are not intended or represented to be suitable for reuse by O WNER or otheas on extensions of the Project or on atry other project. Any reuse without written verification or adaptation by D1XON for the specific purposes irnended will be at the OWNER's sole risk and without liabiliry or legal eacposure to D1XON;and OWNER shall indemnify,hold harmless and defend D1XON from all claims,damages,losses and expenses arising out of or resulting there from. Any such verification or adaprtation will entitle DIXON to further compensation at rates to be agreed upon by OWNER and DIXON. Ternzination: The obligation to provide further services under this agreement may be ternvnated by either party upon seven 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 temunating party. In the event of any termination DIXON will be paid for all servi ces rendered to the date of termination,all expenses,termination expenses;all times an overhead and profit factor. Succession and Assi� O W NER and D1XON each binds themselves as partners,successors,executois, administrators,assigns and legal represernatives to the other party of the Agreement and to the pamiers,successors, ', executois,administrators,assigns,and legal representatives of such other party,in respect to all covenants, agreements and obligations of this Agreement. I Neither OWNER nor DIXON shall assign,sublet or transfer any rights under or interest in(including,but without limitation,moneys that may become due or moneys tUat are due)the Agreement wi�out the written consent of the other,except w the extent that the effect of this limitation may be iestricted by law. Unless specifically statcd to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any dury or responsibility under this Agreement. Nothing cont$ined in this parag�aph shall prevent Dixon from employing such independent consultants,associates,and subcontractors as they may deem appropriate to assist him in the performance of services hereunder. Nothing herein shall be construed tn give any rights or benefits to anyone odier than OWNER and D1XON. Dispute Resolution: All claims,counterclaims,disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof will be decided through non-binding mediation by mutaally agreeable parties of experts or lawyers. lf inediation fails,the dispute shall be�solved in the local court of law following the laws of the State of lllinois. -8 -