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Signed Contract_Dixon Engineering, Inc. for the Demolition Technical Specifications, Contract Documents, and Demolition Observation on the 500,000 Gallon Double Ellipse (Eagle Point) ProjectCity of Dubuque City Council CONSENT ITEMS # 13. Copyrighted May 19, 2025 ITEM TITLE: Signed Contract(s) SUMMARY: Dixon Engineering, Inc. for the Demolition Technical Specifications, Contract Documents, and Demolition Observation on the 500,000 Gallon Double Ellipse (Eagle Point) Project; Origin Design Co. for professional services for the Lead Service Line Replacement project. SUGGUESTED Receive and File DISPOSITION: ATTACHMENTS: 1. Dubuque LSLR Phases 2 and 3 Agreement with Exhibits Executed 5.12.2025 2. Eagle Point Park Tower Demo Engineering PSA Signed Page 206 of 950 4811 S. 7611 St., Suite 109 DIXON Greenfield, WI 53220 Telephone: (414) 529-1859 ENGINEERING, INC. Fax: (414) 282-7830 AGREEMENT BETWEEN OWNER AND DIXON FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of.. 5/13/2025 ("Effective date") between City of Dubuque, Iowa ("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: Demolition Technical Specifications, Contract Documents, and Demolition Observation on the 500,000 Gallon Double Ellipse (Eagle Point) ("Project"). Other terms used in this Agreement are defined in EXHIBIT GP and EJCDC C-700-189, Standard General Conditions of the Construction Contract, incorporated by reference into this Agreement. This service fee is the Lump Sum Amount $12,465. Proposals / Agreement Signatures Tim Wilson. MPA. Proiect Manager Anril 18.2025 PR OSED by DIXON (Ngkp contract until approved by Project Manager or Officer) PROPOSAL DATE j! City Manager May 7, 2025 CO TRACT APPROVED BY OWNER POSITION DATE ,'AT E ' required) POSITION DATE ,� Project Manager 5/13/2025 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: Christopher J. Lester Address for Owner's receipt of notices: City of Dubuque 1902 Hawthorne St. Dubuque, IA 52001 Email: Clester@cityofdubuque.org Designated Person: Tim Wilson Address for DIXON's receipt of notices: Dixon Engineering, Inc. 4811 S. 76th St, Suite 109 Greenfield, WI 53220 Email: tim.wilson@dixonengineering.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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 1 of 18 Page 280 of 950 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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 2 of 18 Page 281 of 950 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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 3 of 18 Page 282 of 950 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). DIXON has combined the six construction project phases into four phases; Design or Technical Specification Phase, Contract Document and Bidding Phase, Construction Phase, and Post Construction Phase. We then included DIXON's Basic Services, RPR Services, and Owner's responsibilities for each respective phase. PART 1 A1.02 Design Phase — Technical Specifications: A. Basic Services 1. In preparing the Technical Specifications, use any specifically directed Project Strategy, Technology, and/or Techniques as designated by Engineer. 2. DIXON shall prepare Technical Specifications and Drawings to include: a. Additions to General Conditions of Construction Contract relevant to demolition project. b. Specifications and Drawings. 3. Advise Owner of additional reports, data, information, or services which may be necessary, and assist Owner in obtaining such materials. 4. Furnish two review copies of the Design Phase documents, to Owner, and review those documents with Owner. 5. After receipt, Owner shall review the Design Phase documents and submit to DIXON any comments regarding the furnished items within two weeks of receipt or as mutually agreed. 6. Advise Owner of any recommended adjustments to the opinion of probable Construction Cost. 7. In response to Owner's comments, as appropriate, make revisions and furnish to Owner one electronic copy of the revised Design Phase documents. 8. DIXON's services under the Design Phase will be considered complete on the date when DIXON has delivered to Owner the revised Technical Specifications. B. Design Phase — RPR Services —None C. Design Phase — Owner's Responsibility 1. Provide DIXON with all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints -and upon DIXON's request, obtain, and furnish, such additional Project -related information and data as is reasonably required to enable DIXON to complete its Services. 2. Give instructions to DIXON regarding Owner's procurement of construction services including instructions regarding Notice of Bids, Information for Bidders, Owner's construction contract practices and requirements, insurance and bonding requirements, requirements for electronic transmittals during construction, other information necessary for the finalization of Owner's bidding -related documents, and Construction Contract Documents. 3. Owner shall be responsible for all requirements and instructions that it furnishes to DIXON pursuant to this Agreement. DIXON may use and rely upon such requirements, materials, and information in performing or furnishing services under this Agreement, subject to any express limitations or reservations applicable to the furnished items. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 4 of 18 Page 283 of 950 A1.03 Bidding and Contract Document Phase: A. Basic Services: 1. Provide technical criteria and file applications for permits for approvals of governmental authorities having jurisdiction to review or approve the design; and revise the Technical Specifications in response, as appropriate. 2. Include in the Construction Contract Documents any specific protocols for the transmittal of Project -related correspondence, documents, in electronic media or digital format. Any such protocols shall be applicable to transmittals between and among Owner, DIXON, and Contractor during the Construction Phase and Post -Construction Phase. 3. Prepare and submit to Owner for compliance with local state and municipal requirements: a. Section 00 00 30 Notice to Bidders. b. Section 00 00 40 Project Summary. c. Section 00 02 00 Instructions to Bidders. d. Section 00 07 00 General Conditions as modified by DIXON. EJCDC C-700-18. If Owner elects to use their own documents, then supply Additions to General Conditions. e. Section 00 08 00 Supplemental Conditions to include insurance requirements furnished by Owner. f. Section 00 04 10 Bid/Agreement Form as modified by DIXON. g. Section 00 43 73 Schedule of Values Form. 4. Furnish for review by Owner, its legal counsel, insurance and other advisors, the draft bidding -related Bid Documents and review them with Owner. Owner shall submit to DIXON any comments regarding the furnished items, and any instructions for revisions. 5. Revise the final Bid Documents and Specifications in accordance with comments and instructions from the Owner, as appropriate, and submit one electronic copy of revised documents to Owner. 6. Direct mail advertisements to Contractors who have been prequalified, as capable and responsive by DIXON. 7. Issue assembled Bid Documents to prospective contractors, and, where applicable, maintain a record of prospective contractors to which documents have been issued, and receive and process contractor charges for the issued documents. Document Fees: charges will be retained as a printing, handling, and/or shipping fee. 8. Send Bid Documents to selected Builders Exchanges and Dodge Reports. 9. Address all written submitted questions, by letter or clarifying Addendum as appropriate to all Bidders and Agencies (Builders Exchange and Dodge Reports) identified as having received original documents from DIXON. 10. Review the bids submitted to the Owner and recommend award in writing based on lowest responsible and responsive bidder. 11. If Owner agrees, issue Notice of Award to recommended Bidder. 12. Review bonds and insurance submitted by selected Contractor solely as to compliance with insurance amounts and that bonds are of the format required. Insurance and Bonds are forwarded to Owner for full review by their Insurance Consultant. 13. Furnish Owner and Contractor the Contract Documents for signatures and distribution. (One signed copy to Owner, one to Contractor and one to DIXON). 14. Furnish Owner with completed Notice to Proceed to sign and forward to the Contractor. 15. The Bidding and Contract Documents Phase will be considered complete upon issuance of Notice to Proceed. B. Bidding and Contract Document Phase-RPR Services -None. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 5 of 18 Page 284 of 950 C. Bidding and Contract Documents Phase -Owner Responsibilities 1. Use, unaltered, the Contract Documents provided by DIXON when entering into an agreement with the Contractor. DIXON will not unreasonably withhold a request to alter the document. If Owner elects to use their own General Conditions, then they shall include DIXON's Additions to General Conditions, unaltered unless both parties agree to alteration. 2. Place and pay for advertisement for Bids as required by local ordinances in appropriate publications, method of advertising is to be determined by the Owner. 3. Attend and participate in the pre -bid conference if any. Provide a place for the bid opening and open the Bids received. 4. Review Payment and Performance Bonds, and insurance certificates of selected Contractor. These should be reviewed by the Owner's insurance consultant and attorney for legality and compliance with required indemnification, subrogation, amounts and all other insurance matters. 5. Sign and forward to the Contractor the Notice to Award and Notice to Proceed. These Notices will be supplied to Owner by DIXON. A1.04 RPR Services for 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 Demolition - Observe, Record, Report, and: a. Observe demolition for required methods and procedures as specified in the Contract Documents and specifications compliance. b. Collect appropriate samples for pre -disposal laboratory testing. c. Prepare daily observer reports detailing above -mentioned items and daily progress. A2.01 ADDITIONAL SERVICES A. Any service not listed or referenced above in Part 1 will be considered an Additional Service. All additional requested services and associated fees shall be documented by an Exhibit K, Contract Amendment signed by both parties. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 6 of 18 Page 285 of 950 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. (Exhibit 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. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 7 of 18 Page 286 of 950 1. DIXON may use a Lump Sum for the entire project. 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 B Antennas: LS, UP, or SHR or Combination per Exhibit K based on type of services. 3. Exhibit K Addendum: Addenda items (if any) may be negotiated according to any agreed method. 4. 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 Exhibit 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. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 8 of 18 Page 287 of 950 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. 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. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 9 of 18 Page 288 of 950 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 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-1 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. Agreement Owner: City of Dubuque Page 10 of 18 Exhibits: A, C, GP, IR Tank No: 15-31-01-08 Page 289 of 950 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 Twelve Thousand, Five Hundred Dollars, $12,500 and summarized as follows: Schedule of Values Discription of Services # of Units Unit Price Amount Basis of Compensation A1.02-Technical Specifications A1.03-Contract Documents $6,525 Lump Sum A1.04-Tank Demolition Observation 1 41 S1,4851 $5,940 Unit Price Total I 1 1 $12,465 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. 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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 11 of 18 Page 290 of 950 EXHIBIT C ATTACHMENT C-2: Agreement Between Owner and DIXON STANDARD HOURLY RATE AND REIMBURSABLE EXPENSE SCHEDULE Labor Class Per Hour Overtime Rate Principal $500.00 Officer/Associate $210.00 Project Manager $195.00-$220.00 $292.00-$330.00 Engineer $220.00-$260.00 $330.00-$390.00 CWI Welding RPR $215.00-$240.00 $322.00-$360.00 DIXON Level 3 or AMPP Senior Certified Level 3 RPR $148.00-$198.00 $222.00-$297.00 DIXON Level 2 or AMPP Certified Level 2 RPR $134.00-$174.00 $201.00-$261.00 DIXON Level 1 or AMPP General Level 1 RPR $124.00-$154.00 $186.00-$231.00 Contract Support Staff $154.00-$194.00 $231.00-$291.00 Expenses Metropolitan Out -State Mileage $0.80/mile + tolls $0.70/mile Lodging & Meals $185.00 per diem $185.00 per diem Meals Only $65.00 per diem $65.00 per diem FEES EFFECTIVE THROUGH: December 31, 2025 (Revised: 10/21/2024) Agreement Owner: City of Dubuque Page 12 of 18 Exhibits: A, C, GP, IR Tank No: 15-31-01-08 Page 291 of 950 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 1 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. GP 1.02 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, Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 13 of 18 Page 292 of 950 DIXON, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. 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 Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 14 of 18 Page 293 of 950 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. 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 period 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). Agreement Owner: City of Dubuque Page 15 of 18 Exhibits: A, C, GP, IR Tank No: 15-31-01-08 Page 294 of 950 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. 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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 16 of 18 Page 295 of 950 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. Agreement Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 17 of 18 Page 296 of 950 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 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. 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 I111.02 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 Exhibits: A, C, GP, IR Owner: City of Dubuque Tank No: 15-31-01-08 Page 18 of 18 Page 297 of 950