R98-137 ACCEPTING AND AUTHORIZING AN AGREEMENT

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GENERAL PROVISIONS-OWNER: General: 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 promptly to DIXON's submissions;and give prompt written notice to DIXON whenever he observes or otherwise becomes aware of any defect in the work or breach of Contract portions conducted by DIXON. OWNER shall also do the following and pay all costs incident thereto: - Guarantee access to and make all provisions for DIXON to enter upon public and private property as may be necessary. - Furnish approvals and permits from all governmental authorities having jurisdiction over the Project. Reuse of Documents: Upon payment to the ENGINEER all work,data,drawings,designs,plans,reports,computer programs(nonproprietary),computer input and output,analyses,tests,maps,surveys,or other materials developed for this project,are and shall be the property of the OWNER. ENGINEER shall retain its rights in its standard drawing details,designs,specifications,databases,computer software and any other proprietary properiy. Rights to intellectual property developed,utilized or modified in the performance of the services shall remain the property of the ENGINEER. However,any reuse of the documents by the OWNER without the prior written authorization by the ENGINEER other than for specific intended purpose of this AGREEMENT will be at the OWNER's sole risk without liability or legal exposure to ENGINEER. Ternunation: The obligation to provide further services under this agreement may be terminated by either party I' ' upon seven days written norice 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. In the event of any termination DIXON will be paid for all services rendered to the date of termination,all Expenses,ternunation expenses;all times an overhead and profit factor. Succession&AssiQnment: OWNER and DIXON each binds themselves as partners,successors,executors, administrators,assigns and legal representatives to the other party of the Agreement and to the partners,successors, executors,administrators,assigns,and legal representatives of such other party,in respect to all covenants, agreements and obligations of this Agreement. 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 that are due)the Agreement without the written consent of the other,except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignxnent,no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent 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 to give any rights or benefits to anyone other than OWNER and DIXON. 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 mutually agreeable parties of experts or lawyers. If inediarion fails, the dispute shall be resolved in the local court of law following the laws of the State of Illinois.