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07-22-08 Item 2bU U INCORPORATED 1927 �tORAO CITY OF SOUTHMIAMI MEMORANDUM To: Ajibola Balogun, City Manager From: Sanford A. Youkilis, Acting Planning Directo GI Date: July 22, 2008 Re: Meeting With Subrata Basu on Bird Rd Improvements. Please be advised that on June 20, 2008 I met with Subrata Basu, Assistant Planning Director for Miami Dade County Planning Department. At that time we discussed the City's renewed interest in implementing street improvements to Bird Road as recommended in the Northside Charrette in the year 2000. Mr. Basu made the following points: • The County Planning Department would be interested in being part of and participate in any planning effort or implementation committee created by the City; • The County has no funds currently available for a study or property survey; • There are no currently no County funds available for infrastructure work; • He felt that that the preservation of three lanes of traffic in each direction was imperative but he supported the concept of a median landscape strip; • He did not think that acquiring from abutting property owners a 10 -15 foot wide easement for widening the sidewalk was feasible; • He suggested the use of a development bonus (additional height or density) in order to get property owners (new buildings) to dedicate frontage for wider sidewalks or street side landscaping. SAY X: \Comm Items\2008 \7- 22- 08\Memo to City Manager -Bird Rd Meeting.doc of SouTy�I- City of South Miami South Miami F 9 PUBLIC WORKS DEPARTMENT • INCORPORATED 4795 SW 75th Avenue • ' � 1927 U Rip P Miami, FL 33155 Tel. (305) 663 -6350 Fax (305) 668 -7208 2001 MEMORANDUM To: W. Ajibola 8alogun, City Manager From: Jose Olivo, P.E., Engineering & Construction Manager ` Subject: Bird Road Corridor Livable Communities Study Date: July 9, 2008 A discussion meeting was held on June 0, 2008 for the Bird Road Corridor (North Side Charrette report) with representatives from the Florida Department of Transportation and Miami Dade County Public Works Department, Commissioner J. Beckman, City Manager and City Staff. As a result of the meeting, City staff met with Kimley -Horn and Associates, Inc. (KHA) to develop a scope of work and request a cost proposal to perform the proposed scope of work. In addition, the City has recently received a proposal for transportation planning and traffic engineering services (see attached) from KHA which outlines the scope of work to develop a plan to provide for a pedestrian friendly and aesthetic pleasing environment along the south side of Bird Road from S.W. 57th Avenue to S.W. 59th Avenue. Kimley -Horn and Associatesjoc. Julys, 2(H)$, Re: ,Bird Road Corridor Livable Communities Plan SSW 59" Avenue td.SW 574n Avenue; South Side South. Miami Tear Mr. Olivo: Kimley -Hone and Associates, Inc. ("KHA ") is pleased to suhmit.this letter agreement ( "Agreement ") to the :City'of South Miami ( "the Client ") for transportation planning and traffic engineering services: The purpose of this study is to assess-the potential to.provide pedestrian and, aesthetic.. enhancements along the south side of Bird Road between SW 59`" Avenue and SW 57t1i Avenue to increase pedestrian mobility, enhance transit access,.and improve the appearance and - functionality of the south side of the Bird Road corridor. We have developed a scope of services based on our understanding of your needs for transportation planning.and traffic engineering services within the study corridor, which is -bound by $W'590' Avenue on the west and,S'W 5T'' Avenue on the ieast. The study corridor also includes SW 4151 Street, which parallels Bird Road to the.sodth and includes on- street parking that serves businesses located between Bird Road and SW 41S` Street. Our proposed scope of services is based on the discussion-in our June 25, ;2008,_ meeting. Our proposed scope of services, :schedule, and fee are as follows: SCOP8 OF SERVICES Task I — Data Collection and Existing Conditions Inventory -The purpose of Taste I is to establish :a baseline of existing transportation and land use conditions in the corridor. We will research available .:geographic`information systems (GIS) transportation -and land use coverages for the study corridor. We will -create a base map from the coverages to identify specific parcels_ that could benefit from improved ,pedestrian access and circulation.. Right=of -way maps for the Bird Road corridor will be researched from the Florida Department of Transportation (FDOT) and .Miami -Dade County Public N TEL 954 535.5100 FAX 954 739.2247 ■ Mr. Jose H. Olivo Jr., Y.E. me 109 City of South_Miami 5200 N.W. 33rd Avenue Engr. / l oast. Operations Manager Fl..Lauderdale,Flodda 4795 SW 75' ".Avenue 33309 South Miami, FL 33155 Re: ,Bird Road Corridor Livable Communities Plan SSW 59" Avenue td.SW 574n Avenue; South Side South. Miami Tear Mr. Olivo: Kimley -Hone and Associates, Inc. ("KHA ") is pleased to suhmit.this letter agreement ( "Agreement ") to the :City'of South Miami ( "the Client ") for transportation planning and traffic engineering services: The purpose of this study is to assess-the potential to.provide pedestrian and, aesthetic.. enhancements along the south side of Bird Road between SW 59`" Avenue and SW 57t1i Avenue to increase pedestrian mobility, enhance transit access,.and improve the appearance and - functionality of the south side of the Bird Road corridor. We have developed a scope of services based on our understanding of your needs for transportation planning.and traffic engineering services within the study corridor, which is -bound by $W'590' Avenue on the west and,S'W 5T'' Avenue on the ieast. The study corridor also includes SW 4151 Street, which parallels Bird Road to the.sodth and includes on- street parking that serves businesses located between Bird Road and SW 41S` Street. Our proposed scope of services is based on the discussion-in our June 25, ;2008,_ meeting. Our proposed scope of services, :schedule, and fee are as follows: SCOP8 OF SERVICES Task I — Data Collection and Existing Conditions Inventory -The purpose of Taste I is to establish :a baseline of existing transportation and land use conditions in the corridor. We will research available .:geographic`information systems (GIS) transportation -and land use coverages for the study corridor. We will -create a base map from the coverages to identify specific parcels_ that could benefit from improved ,pedestrian access and circulation.. Right=of -way maps for the Bird Road corridor will be researched from the Florida Department of Transportation (FDOT) and .Miami -Dade County Public N TEL 954 535.5100 FAX 954 739.2247 Kimley -Horn ©� © and Associates, Inc, Mr. lose K.-Olivo: Jr., July 8, 2008, Page 2 Works Departtnent(MDPWD).. Right -of -way maps will be used to estimate the Width and'configuration of public right -of -way along (lie south side of the Bird Road corridor. In addition, we will conduct afield review along the corridor to document typical conditions and relationships between the following elements. Photographs will be taken during the field review to further document the existing conditions. !9 Roadway • Sidewalk • Bus stops q Utilities- • Driveways • Parking lots Buildings Observations of existing parking patterns will be collected at up to three ( ) commercial parking lots to analyze potential modifications to parking ,patterns thatinay.be evaluated as part of this study., We will research existing State and County traffic counts to determine if count data are available. along Bird Road. In addition, laneage configurations and widths, along._the Bird Road corridor will be measured and recorded. An'ekisting conditions level of service.analysis will be conducted for Bird Road utilizing an appropriate traffic count. Task 11 —Data Analysis Results from the data collection efforts'will be summarized and evaluated to determine (I) the existing pedestrian.conditions, (2) the need for pedestrian and aesthetic improvements within the corridor, and (3) options. for. providing space for pedestrian. and:aesthetic enhancements. Results of the data collection and analysis tasks will -be presented on GIS. or aerial photography maps.. Task 111 — : Concettual Improvement Plan Based on the outcome of the data collection and analysis; and input from .City staff, a conceptual improvement plan will "be developed that is generally consistent with the >broad -based strategies:of the federal Livable Comm_ unities Initiative, which,seeks to: • create a more positive.eny.Konment for bicyclists and pedestrians, • link commullitie's to public transportation, • encourage transit- supportive land uses, • obtain:support from stakeholders,. and • encourage innovative urban design. A graphic will be prepared to illustrate the conceptual plan: Mr. Jme 11.Olivo; Jr.: July :9.211119; Page 3 Kimley-'Horn ©� and Associates, Inc. Task IV — Meetings and Coordination One.(l).meeting:will be conducted with City staff to review the results of the existing conditions data inventory, analysis; and conceptual improvement plan, and to gather input. Up to a.maximum.o.f two::.(2) agency ,stakeholder meetings will be conducted with City, FDOT, and MDPWD staff to.review the conceptual improvement plan, gather input,.and discuss implementation options and.strategies for the proposed conceptual improvement plan. Up to a maximum of two (2) property owner stakeholder meetings will be conducted with agency start and neighborhood property owner stakeholders'tca present the results of data collection and analysis, and the conceptual improvelitent plan. Iris anticipated that these meeting will be organized by the City. Based on the outcome.of the meetings, the conceptual improvement plan maybe refined. If requested by City staff, one (1) presentation will be made to the City. Commission to summarize. the results and recommendations. One round of comments and suggestions, from the Meetings task will -be incorporated into the conceptual improvement plan before finalizing the report. Task 'V — Renort A report will be prepared summarizing the data collection, data analysis, and proposed conceptual improvement plan. The report will also include summaries of the meetings conducted 'during the development of 'the plan. The Consultant will update the report.and analysis based 'on one (1) round of the CIient's comments. Ten (I0) bound copies and one (1) unbound set of originals of the final report will be provided. Task VI — Additional Services We will provide, as' "requested and authorized by you, additional services that require analyses beyon "d those described in Tasks I through V. These additional Services may include, but not.be limited'to: Attendance at additional meetings and public hearings. - Additional traffic data collection._ - Design.-services. Permitting,and regulatory assistance. 'Forensic (expert .witness) services. Site/Civil Engineering.., Landscape Architecture-services., .Elm © Kimley -Horn Mr. Jose H. hlivo, Jr.,.JulyH;. 2009, INRe d and Associates, Inc. SCHEDULE We will provide our services expeditiously as practical to meet mutually'agreed upon schedule. We anticipate that the project can:be completed in,approximately three (3) .months after authorization and notice to proceed. FEE AND 'OffiJA.NC KHA will perform the services described in Tasks I through V of the Scope of Services for a lump sum fee of $22,800.017. KHA will perform the services described in Task VI of the Scope of Services on a labor fee plus expense basis. Labor fees will be billed.based upon hourly rates tit effect at the time the services are provided. Direct reimbursable expenses such as express mail, fees, air travel, out -of -town mileage, and other direct expenses will be. billed at 1.15 times cost. An amount equal to 5.85% of the labor fee will he, added to each invoice to .cover certain either expenses such as in- grouse: duplicating, local mileage, telephone calls, facsimiles, postage, and word processing computer time. Administrative time related to the project. may be billed hourly. Technical use of computers for design, analysis, and graphics, etc. will be billed at $25:00 per hour. All permitting, application, and similar project fees will be paid directly by the Client. Fees will be invoiced monthly based, upon the percentage of services completed as of the invoice date for lump sum services, or based on the amount of services performed and "expenses ;incurredAhrough the invoice date for labor fee plus expense tasks. Payment will 'be due within 25 days.of your receipt of the: invoice. KHA, in an effort to expedite invoices and reduce paper waste; offers: ;its clients the option to receive electronic invoices: These invoices come via email in an Adobe PDF format. We can also provide a ,paper copy via regular mail if requested. Please select a'billing method from the. choices below: Please email. all invoices to @ Please email invoices to @ AND provide a hard copy to the address listed above (please note below if it should be to someone else's a'ttentiomor an alternative address). Please ONLY provide a hardcopy invoice to the address listed above (please note below if it should be to someone else's attention or an alternative address). Kimley -Morn Mr. J6sc' H. Olivp, Jr,, July K. 2008; Page 5 ©� and Associates, Inc. CLOSURE" In addition to: the matters set forth herein, our Agreement shall include, and be subject to our currently existing contract. The term "the Consultant", shall refer to Kimley -Horn and Associates; .Inc., and the term ".the Client" shall refer to the City of South Miami. If you concur in all the foregoing and wish to direct us to proceed with the services, pleased have authorized persons execute this Agreement in the spaces provided below and return the letter to us. pees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. We are excited about working with you and the team on this project. Please contact 'Stewart .Robertson or Greg Kyle if you have any questions. Very truly yours, KIMLEY -HORN AND ASSOCIATES, JNC. Gregory S. Kyle, AICP Vice President Stewart E. Robertson; P.E. . Associate Attachments: Standard Provisions Agreed t.9 this- day of , 2008: City of South Miami_ By: Title: Witness: -_ 0:1ltol+enun \SnwI�Aliuni;Hiid [ida0lRevi ".w.illPuilip;il.�h>c KINILEY -HORN AND ASSOCIATES. IN(% STANDARD PROVISIONS (1) Consultant's Scope-Of Services and Adtl tion:tl Services. The (:`Onsultant's undertaking Ul l erforna Ill' otr;ssirmal services extends Drily tea the services specifically describcd in this Agree nent. llo ever. if reuue tcd.•hy file Client and agreed to by tilt: Consultant. tile, C oilsultant Nvill perform additional services ( "AdditiemaIServiceti'). and such Additiin3al Services :shall tie governed by .these .provisions. Unless otherwise agreed to in writing, tile: Client shall'inly the: Consultant for the pertorinance -of any Additional Services an amount based upon the Consultant's- then- current hourly rates.pliv, all amount it) cower certain direct expenses including in-house.duplicating, local mileage, telephone calls, .postage, and word processing.. Other.direct expenses will he hilled at 1.15 times cost. "technical use of computers for desi ii. analysi.s, t +tS. and 1, bill will'he. billed it f ?5.00 per hour-. (2) Client's Responsihilitics: Ur addition to either responsibilities described hercin,or imposed by law, the Client shall: (a) Designate in �c'ritiiti ,a pi rson to •act as its representatNe with respect to this - A'grccrnent, such person having, c+titrph3te authority lo; I.ransinil.i hStruct ionti..rcceiv information. and make of interpret the C'licht's decisions. (b) -Pn�)vide all inkirtnatkin and criteria -as:to the Client's requirements, objectives, and erpecla iotns for file project inc hidinl! all numerical criteria that are. to he niet-and all standards (if d6,efotpmeni design, or construct Ori.. (c) Provide to the C: onsultant alf previous studies; plans., or other documents pertaining to the project and all new data reasonably necessary in life, Consultaint's opinion, such as -site survey and engineering data, environmental impact asserstnents car statements. �oninf; xtrothc r land use regul ;►t,ic >ns ete., upon all of which the :onsuitattt may rely. (d) Arrange for access to the site and other private or public property as,req«ired. far.lhe Coii,tiullrint to pro>vidcs its setvicrs. (c) Review all documents or oral l r Iiorts.presente&by the Consultant and render in writing decisions .liert:oining,tliereto: within a reasonable time: s► as;not:.lo delay the services Of the Consultant. (f) Furnish approvak and hermits fro"! .t oVerriniental authorities having- jutisdicti'on iayet, the project, a nd ►pprova k and cot'nsents, front other'jiartics.:is nary tie nece-Mary'for,.comp'letiOn:i:af the Consultatat's services, (g) Cause .to be provided such independent a&.ou ating Legal, insuranie. c;i ?st eMimating and ovo:011 lc,asihility services as the Client may require -or the, C'on:sWtant may r► i.k_mably request in funhcrance of the projectdevelopment. (h) Give Prompt .cvritte:n notice tot is Consultant whenever the Client heconies, aware of any develol.linent that affects the scrape and tinting cif the C'.tinsultarts services Or aiiy defect orhofncompliance in any aspect.n.fille project. '(i) Bear all costs incident 'tea this rosl?onsibililies of the Client; (3) Period of Services: Unless otherwise stated! herein. the Consultant will begin work timely alter recCipt of all executed . copy of this Agrectiaent and avill complete the services in a reasonable time. This Agreement: is made in anticipation cif' conditions permitting continuous and orderlyy progress through completion of the services:: `rimes for performancc,shall be extended as necessary!tbr delays or, tiuspensions due: to circumstances that the Consultant does. not control, If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation s.hall.be renegogated. (4) Method of Paytnent. {?timpcnsaticin shall be paid -to, the Consultant in accordance, the following pn5visicins:. (a) invoices will be .suhinitted periiadically, via, regular mail or .email, for services performed and expenses incurred.. Payment of each invoi.,cc will be due within 25 days of receipt. The Client.shall also pay any applicable sales tax. All retainers will be held :hy the i consultant. for the duration of the project and.appi ed against the final invoice. Interest-will be Added to accounts not paid Within 25 days at the maximum rate ailowed byelaw„ If tfie Client fails to make any payment due the: Consultant under this fir. any other :agreement within 30. days. after the Consultant's transmittal of its i twiice, `the. Consultantmay, after'giving notice tie the Client, suspend services until all amounts due are paid in full. (b) if the Client objects to an invoice. it must advise the Consultant iii writ ng'giv'rng its reasons within 14 days ol'receipt of the invoice or-the Client's objections waived,.and the invoiice shall ctinclusivet_y.bedeemed dole andowing. (c) The .Client agrees that the payrnent .to thec,Ccm'sultant is botsubject to .-any con tingenev. or condition. The:Co'nsultant may negotiate payment of any chec:'k °tendered: .by the Client, even if the �C' )rds "in full satisfaction" or words intended to have similar effect appear on the check without such negotk1 tion being an accord and satisfaction of any disputed debt and without prejudicing anyrightof the..Con.sultant to.colluct_addidonal:amounts, from the Client. (5)• Use of Documents. All ;documents, including t ut not'lintited to drawings, specifications, reports, and data or pfograms stored electronically, prepatred by the Consultant are related exclusively to the services: _described'in this Agreement, and may be used only-if the Client has satisfied all of its :obh.gations 'under this. Agreement. They are not intended or represented to be suitable for ruse, partial use iii reuse by the Client or others on extensions of this prpject.or on any other project..Arty. modificatioris made by-the. Client to any'.of,the Consultant's.•doctiments, or any.use, partial use or reuse of the documents Without written authorization 'or adaptati >n'b,y the 'Consultant - will be at the Client's .sole risk and Without liability to. the Consultant, -and 'the Client :shall indemnify, defend and ,}fold the Consultant harmless from all .claims, damages, losses and expenses, including.;but, not :liinuted'to; attorneys' fees, resulting therefrom. Any authorisation or adaptation. will :entitle.-the rev 011,07 L. Consultant to further compensation a1 rates to be agreed upon 'by life Client. ant] the ( :'tmsultani. Any electronic files loo! containing an electronic seal are provided only -for the convenience of the Client. and ust Of file l is at life Client's soli risk. In the case of any defects in the electronic files or any discrepancies between them ,Ilyd the hardcopy of the documents prepared by the (,,ons.ultant; the hardeopy shall govern: Only printed copies ofdocunients conveyed by the Consultant nr►y be relied upon. Because data Stored in electronic media fornnit can deteriorate or he inodified without the C'tmsull :uu's sutlloriyalioll, [litC:lie111 has :GO days tit liMorni.accept.ance tes(,, after which it shrill he deemed to ,have act•cp.ted the dirt,, (6) Opinions of C,6st. liecause the Consultant does not. control tilt: coast (it' labor, materials, cquipnlenl or sc rviccs furnished by others, methods of determining price%, or, competitive 'bidd'ing or market coYnditio,ns, ally opinions tendered as to costs., including hill not.linuted u..) opinions as to the cost,; of construction and materials, shall big n)atle ton the basis of its experience and represent -its judgment as all experienced and qualified profcssicnul, Fim1 -or with the industry. The Consultant cannot and dies not guarantee that proposals, bids of' actual costs will not vary front its opinion •ofcosl. If the Client wishes };renter assurance its to the amount of arty Grist. it shall .etilphiy :an independent cost cstitnatur. (atnsuhant's. services require to bring .costs vithinriny limitation established by the Client will he paid fi)r as Additu►na'I Services. (7) 'rermination. The obli.gati6n to provide furlber services under this Agreertlent maybe terntinated by culler party upon seven days' written`'notice in the event of substantial failure by the other party too petforin in accordance with the terms heicof through nil fault of the terminating party, or upon thirty flays' written notice (or the convenience of* the.tern►inating party. If. any material change occurs in the ownership of the Client, the Consultant shall hat =e the;rig.ht tti immediately tern►inate this 'Agreement. In file event.of afl_y' termination; thc.Cilnsultiitlt shall Ile paid for all:.service. rt.ndcred and 4'X1)Cnteti InCUCTf7(I trrihc. tff'ect ore date of termination, and oilier reasonalrl . expenscs incuned by the Carnsultaiwas a re.sull of such (erminal,ii'm- If the Consultant's compensation is' a.fixed fee, the amount :payable It)r scrvlCiCS will Iir; it prl)pf11'rlt ?11tH, amount of the total fec hased rut the ratio of the amount of the services performed. as reasonably determined by the. Comultant,.to the total atutPunt.tifserviecs which were. tO have been performed, (I3), Insurance. The Consultant .carries vt orkets'- Conipens itiOn insurance. professional liability insurance... and general liability insuranc'e: If tile'C;Wiit.directs tileCiinsultant tottbtain increased insurance coveraln:. thu Collsullallt will take tuu such additit,rnal insurance..il: iahtairiable. at'the Client's expense. (9) Standard of Clare: lit performing ifs professional services, the Cillisullant will use, that degree. 01 care and skill ordinarily exercised. under similar c.ircurnstances, by reputable members of its profession ill the same lacality at tli'c: time lire services are provided. No evarrairty, express or implied, is made or intended by the Consultant's undertaking Herein tit its performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client. (10) LIMITATION OF LIA611;1TY. In recognition of the relative risks and Benefits of the PrOjcct to both the Client and the Consultant, the risks have been allocated such •that'the Client'aj;rees, tit, the fullest extent of thelaw; and notwithstanding any other provisions of this Agreement or the existence of applicable `insurance coverage, that the total liability; in the aggregate, of the Consultant and the Consultant's officers, directpis; employees-, agents, and subconsultants to the Client or to anyone claiming by, through or under,the Client; for any and all claims, losses, costs or damages whatsoever arising out of,, resulting from or in any way related to the services. under this Agreement from any cause or causes, including but not limited to; the negiigetice, professional errors or omissions, strict liability or breach of contract or any, warranty, express or implied, of the Consultant or the : Consultant's bffacers,.directors, .employee's, agents, acid subcons_ultants, shall not exceed •twice the total coriipensation received by the Consultant under this Agreement or $50,000, whichever is .greater. Higher limits of liability. may be 'negotiated for additional fee. Under no circumstances shall the Consultant be liable for lost profits Or consequential damages, for extra costs or other consequences due to changed conditions, or ftir costs related to the failure of contractors.to perform work.ili accordance withthe plans.and specifications. This Section 10 -iis intended solely to limit the remedies available to tiie Client, and nothing in this Section 10 ~hall •regtiC dcrnnifY the Consultant. e p (1 I) Certifications. The Consultant shall not be required to .execute certifications or third -party reliance letters that are inaccurate, that relati: to facts of which the Consultant does•not hafve.actual knOwledge, or that would cause the C;c ►nsultant to violate applicable rules of professional responsibility.. (12) .Dispute Resoli,ttion. All claims by the .Client arising out of this Agreement or its, breach shall be submitted first to mediation in ac:cord'ince with the Construction Industry-Medimion Rules of the American Arbitration Association as a condition precedcntao litigation, Any mediation'or civil - action by.Clien( must. be.commenced within one year of the accrual of.the cause of action asserted but in no event later thawallowed by- applicable statutes,, (13) 'Eiazardous Substances and.:Gonditions: (a) Services related to deierminafions involving, hazardous.sub'stances. or condition's. as defined by "federal or state law, are ley 07/07 2 limited to those tasks expressly stated in ;the scope of. services. In any event. Consultant shall not. he a custodian. transporter. handl'zr. trratilier, r(lntritctc.)r,, or rernediator with respect to harardous.5uhstances ,rid conditions. Consultants services will' he limited_ lei professional analysis. recommendations. ..:.In(] reporting. lncludinn, when a.grecd to, jl�lans and specific:atiuns fior isolation'. retntoval. or renlediation. (6) The Consultant shall notify the Client of hazardous substances Or conditions not contemplated in the scope of. se. rvices (ll' wliicli the C'onsultaiirstcfuallV becomes aware. Il.pon such notice by the Consultant, the Consultant Anal stop affected portions, of its services until the hazardiius substance or condition is eliminated: The parties shall decide it' COnsuIhant is to proceed with its services and if Consultant is to conduct testing, and evaluations, and the parties may enter into further agreemel is as'lo the addtio al scope..fee: and terms for such services. (,I4) (',gnstruction 1'ljase ,Services. (a) If the Consultant's services include the preparation of doctirnents ui be ttsed for ccinstrtict'on and 'the C' nsultant is not retained to make aie-riodic nine visits, the Client astiumes. all responsibility for interpretation of the diocu►uems aril for construction observation, :arid the (Client wanes any claims against thc. Consultant ,in ally way connected thereto. (b) If the (';onsult.ant provides.cnnstrUCtiOn lihase. services, the COnsultant'shall have no responsibility ['or any contractor' t .means, methods, techniques. equipment rhoirc and usage, sequence, schedule, safety•prograrns, or safety practices-nor shall Consultant have any atitliority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree cif confidence that the completed work of its contractors will ,generally confearin to the construction deocuments.prepared,by the C�otlsultant. Consultant neither guarantees the perfornlalice of contractors. nor assumes responsibility for any amtricetor's failure to perform its %vOrk in.. ccordance with the contract documents. (c), (,'onsultant is not" Oponsible fair any:du (its -a slit gtied to the design protessiilnal in the construction contract that are not expressly provided for inahis Agreement. The Client agrees.,thnu each contract with any contractor shrill state that the .contractor shall he solely ,responsible for job site safcty`and fir ;s nieatis and methods; that the contractor shall indemnify the Client and the Ci. ?ttsukant -for till claihis `till liablility arisink. out of job site accidents: find that file Chem and the Consultant shall he niade.additional insureds under the contractors genes il1i,lbility insu'ani a policy. (15) . No "third -Party lleneticiaries; Assignment and Subcontracting. This Agreement gives ,no rights or benefits to anyone other than .the'Cliew and the Cons iltant,'and all duties and responsibilities undertaken pursuant to this Agreement will be for the :sole benefit of the Client and the Consultant- The Client shall :not assign or transfer any rights under or interest in this Agreement, or any clahn arising iout:of the perfornlalice of services by. Consultant. without-the written consent of the'C:onsultant. The C'ionsultani reserves the right to,augment its staff wit,h,subco nsultants as it deems approl )ria te due tc> project logistics, schedules, or market conditions. if the Consultant exercises this .right, the Consultant will maintain the agreed -upon billing rates for services identified in the contract, regardless o;f whether the services are provided by in- house employees, contract ernplo,yees, or independent subcunsul(ants. (J6) Confidenlialicy. Tlre;;Cleni consents to..the usc'and dissemination by the Consultant of photographs of the project aril' to the use by the Consultant of Facts „data and information obtained by the Consultant in the: performance of its services: If, however; any facts, data- -or information are specifically identified `in writing, by the- Client as confidential, the Consultant shall use reasonable. care to maintain the'confidentiality of thar.•material. ('1 J) 'Miscellaneous Provisions. This Agreement is to be .governed, by the law of the State of Florida. This Agreement• contains the entire and fully integrated agreement between the parties and supersedes all ,prior and contemporaneous negotiations, representations, agreements.or.undcrstandings, whether written.or.oral. Except as provided in Section 1, this: Agreement can be supplenieilted or'amended =onl,y by a written documentexecuted'by both parties. provided. however, that any conflicting or additional terms..on any purchase order issued by the Client ,shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is-unenforceable shall' be ineffeci veto the extent of Such: uncrif6rceability without invalidating the remaining provisions. The non, enforcement of any provision by,either party shall not constitute a waiver of that provision,nor shall it affect. the enforceability of that provisiran or. of the remainder of ihia Agreement. rev •o7 {d7 1