2001-040 Prosperity Farms Road Planning & Design
RESOLUTION 40-2001
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER
INTO AN AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. ATTACHED AS
EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF SECURING PLANNING,
DESIGN AND ENGINEERING SERVICES FOR THE PROSPERITY FARMS ROAD
BEAUTIFICATION PROJECT WITHIN THE VILLAGE; AND PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village of North Palm Beach, Florida, does
hereby approve the Agreement with Kimley-Horn and Associates, Inc. attached as Exhibit
"A", which Agreement is for the purposes of securing planning, design and engineering
services for the Prosperity Farms Road Beautification Project within the Village.
Section 2. The Mayor and Village Clerk are hereby authorized and directed to
execute the Agreement with Kimley-Horn and Associates, Inc. set forth in Exhibit "A" for
and on behalf of the Village of North Palm Beach.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2001.
(Village Seal)
ATTEST: ~~
VILLAGE CLERK
~ Kimley-Horn
~ ~ and Associates, lnc.
April 2, 2001
Mr. Thomas Hogarth, P.E.
Director of Public Services
The Village of North Palm Beach
645 Prosperity Farms Road
North Palm Beach, FL 33408
RE: Preliminary Planning, Design, and Engineering Services for Prosperity
Farms Road from Northlake Boulevard North to Village Limit (A
Centerline Distance of Approximately 8,800 Centerline Feet).
Dear Mr. Hogarth:
Based on our most recent meeting of March 22, 2001, we are pleased to submit
our scope and fee for the preparation of a master plan for Prosperity Farrns Road.
Further, it is our understanding that this initial effort will emphasize the
following:
1. Project data collection and review.
2. Obtaining aerial photography.
3. Assist the Village to identify and request additional funding for the project.
4. Coordination with the Village staff; the Ad Hoc Landscaping Committee;
Palm Beach County; area merchants and residents; and the Village Council.
5. The preparation of preliminary altematives for the road cross-section and
supporting landscape features.
6. The preparation of preliminary estimates of project implementation costs
together with phasing altematives.
Our proposed scope oCservices, schedule, and fee estimate follow:
SCOPE OF SERVICES
Task One: Collect aad review existing relevant data, and obtain aerial
pbotograpl+y ojtlee corriQor (Week One)
We will provide ground targeting and obtain digital raster aerial photography
through Southern Resources Mapping for use during this contract, and suitable
Cor construction documentation in the future.
• (The cost is included in the lump sum fee identified herein.)
suite 100
60121st Street
Yero Beach, Fonda
32960
TEl 567 562 )981
FA% 567 562 9689
Mr. Thomas Hogarth, April 2, 2001, Page 2
C•/1 KimleyHorn
~ and Associates, Inc.
•
Task Two: Conduct meeting number one with [he Ad-hoc Landscaping
Committee (herelnajter referred to as the "Committee'). (Week
Two)
We will facilitate an initial kick-off meeting with the committee and Village staff
representatives for the following purposes:
- To review our project scope and schedule.
- To discuss funding methods; opportunities, (grants, tax-increment
financing, etc.) and timing.
- To set future committee meeting dates.
- To review the existing relevant project data including the rough mark-
ups prepared for the corridor.
- To educate the Committee on the basic functional and operational
standards influencing the final roadway design.
- To educate the Committee on various streetscape treatments.
- To generally discuss project issues such as the cost of implementing
various roadway and strei:tscape efforts.
We will also prepare and provide to the Committee written and graphic
documentation for the Committee to use during the planning process.
The Consultant will facilitate this initial meeting and will provide two senior staff
members to assist the Committee.
A written summary of meeting number one will be prepared for distribution to
the Committee. Following the meeting with the Committee, the Consultant will
meet with Palm Beach County Engineering staff to develop minimum design
criteria acceptable to the County.
Task Three: Development ojAiternatives/Commit[ee Meeting Number Two
(Week Four)
Based on data review and Committee meeting number one, we will prepare two
altematives for the roadway corridor. These altematives will include:
- Typical cross-sections and design criteria.
- Typical "block plans" depicting the alternatives.
- Sketches, photographic references, or sketch enlargements as necessary
to communicate the altematives.
- Preliminary implementation cost estimates.
• These alternatives will be presented and "workshopped" with the committee for
the purpose of obtaining a consensus for the two altematives and various
elements of these altematives.
Mr. Thomas Hogarth, April 2, 2001, Page 3
C ~ I~ Kimley-Horn
~ I , and Associates, Inc.
•
A written summary of Committee meeting number two will be prepared for
transmittal to the Committee.
Task Four: Conduct Meeting Number One with Palm Beach County
Engineering (Week Six)
Based on the input received during Committee meeting number two, we will
conduct a meeting with Palm Beach !County Engineering for the purpose of:
- Updating the County on local desires for the design of the corridor.
- Identifying specific engineering issues having the potential to influence
the altematives.
A summary of input received at this meeting will be prepared for review with the
Committee. It is anticipated that County Commissioner Karen Marcus will
facilitate this meeting.
Task Five: Finalize Alterna[ives and Conduct Committee Meeting Number
Three (Week Eighq
Based on the input received, we will finalize the altematives incorporating both
the Committee and County input. These alternatives will be presented back to
the Committee. Documentation will include:
- Roadway cross-sections and design criteria.
- Typical block design.
- Landscape/streetscape recommendations.
- Curb lines for the entire project length overlapped onto the aerial
photography.
- Two computer enhanced images depicting various areas within the
corridor.
- Supporting sketches, or photographic references as needed to
communicate the altematives.
- Revised preliminary estimates of probable implementation cost.
Illustrative/color presentation boards will also be prepared for use in Task 6.
Task Sir: Conduct Public Workshop (Week Tett)
Using the presentation materials developed during Task Five, we will facilitate a
• three-hour public workshop providing up to four staff representatives. This
workshop will be held at a location to be provided by the Village, who shall also
be responsible for public notification and advertising.
Mr. Thomas Hogarth, April 2, 2001, Page 4
C ~ /~ KimleyHorn
~ I , and Assceiates, Inc.
•
Presentation materials will include 30" x 40" color mounted boards; the
supporting computer imaging and sketches; the curb line "master plan" for the
altematives; and a brief project summary handout to be given to the meeting
participants.
Meeting participants will be facilitated in "one on one" discussions regarding the
project. They will be encouraged to provide their individual comments either in
writing on forms to be provided, or by directly applying their thoughts on "post-
it" notes that can be directly applied to the presentation materials.
A written summary of the workshop input will be prepared for distribution to the
Committee.
Task Seven: Prepare Workshop/Process Summary Plan and Conduct
Committee Meeting Number Four (Week Twelve)
We will facilitate this Committee meeting to discuss workshop comments and
possible revisions to the plan.
The intent of this Committee meeting will also be to develop a "finalized"
Committee opinion on the altematives and to make appropriate revisions prior to
presentation to the Village Council.
Task Eight: Refrne Process Summary "Workbook" (Week Fourteen)
A refined summary workbook will be prepared for advance delivery to the
Village Council prior to our presentation. This document will be primarily black
and white, with key exhibits in color, and shall incorporate a comprehensive
written and graphic summary of our process and product to date. This report will
also address the following:
- Recommended roadway cross-sections and design criteria.
- Recommended streetscape improvement.
- Recommended treatments for corridor utilities.
- Phasing and staging recommendations.
- Curb lines for the entire corridor length overlaid into the corridor aerial.
- Estimates of probable implementation costs.
- Recommended funding options/altematives.
- A recommended schedule for phase one improvements.
One master copy (hard copy and digital) and 20 bound copies will be delivered to
the Village for distribution to the Village Council and the Committee.
•
Mr. Thomas Hogarth, April 2, 2001, Page 5
C ~„ KimleyHorn
~ and Associates, Inc.
•
Task Nine: Present Preliminary Recommendations to the Viiiage Counci!
(Week Fifteen)
The workbook will be presented to the Village Council. The purpose of this
presentation is to update the Council; address specific questions regarding the
plan; obtain additional public comment; and to refine a plan and approach,
including selection of a preferred alternative, which we will advance to Palm
Beach County on behalf of the Village.
Task Ten: Conduct Follow-up Meeting with Palm Beach County (Week
Sixteen)
A follow-up workshop with Palm Beach County Engineering will be conducted
to update them on the preferred Village plan, and to address the following:
- County approval of the preferred cross-section and design criteria.
- Partnership opportunities for the funding, maintenance, and/or control of
this segment of roadway.
- Functional issues pertaining to drainage; permitting; utility rehabilitation;
roadway and intersection operations, etc.
Task Eleven: Finaii:e Implementation Strategy (Week Seventeen)
Based on input received during tasks nine and ten, the workbook will be finalized
to address this input, and incorporate recommended implementation strategies.
Chte hard copy and a digital file of the finalized workbook will be presented to
the Client.
FEE AND BILLING
Kimley-Horn & Associates, Inc. will perform the services described in the Scope
of Services for a lump sum fee of $82,500. This contract is subject to Kimley-
Hom & Associates, Inc., Standard Provisions, a copy of which is attached to this
Scope of Services and incorporated herein. For the purposes of these standards
provisions, the term "Consultant" shall refer to Kimley-Horn & Associates, Inc.,
and "Client" shall refer to the Village of North Palm Beach.
Fees will be invoiced monthly based upon the percentage of services completed
as of the invoice date. Payment will be due within 25 days of the date of the
invoice.
• K:~PROPOSAL\URG~proapcriry.die
AGREEMENT FOR PROFESSIONAL SERVICES
~~
~J
Kimley-Horn and Associates, Inc. (KHA) shall provide preliminary planning, design and
engineering services to the Village of North Palm Beach (Village) for Prosperity Farms Road in
accordance with the attached scope of services contained in the letter to Thomas Hogarth (Director
of Public Works) dated April 2, 2001. The scope of services outlines the following tasks:
Task One: Collect and review existing relevant data, and obtain aerial photograph of the
corridor
Task Trvo: Conduct meeting number one with the Ad-hoc Landscaping Committee
Task Three: Development of Alternatives/Committee Meeting Number Two
Task Four: Conduct Meeting Number One with Palm Beach County Engineering
Task Five: Finalize Alternatives and Conduct Committee Meeting Number Three
Task Six: Conduct Public Workshop
Task Seven: Prepare Workshop/Process Summary Plan and Conduct Committee Meeting
Number Four
Task Eight: Refine Process Summary "Workbook"
Task Nine: Present Preliminary Recommendations to the Village Council
Task Ten: Conduct Follow-up Meeting with Palm Beach County
These services will be provided for a lump sum amount of $82,500.00. This cost includes all labor
and expenses to complete the scope of services referred to herein, and also includes the cost to
obtain rectified raster digital aerial photography. It is understood that additional services may be
added to this agreement by the preparation of a detailed scope of service and mutually agreed to fee.
This agreement shall be administered in accordance with KHA's Standard Provisions pages 1, 2 and
3 as amended based on input from the Village. This agreement shall be in effect from April 11th ,
2001 thru April 17th , 2002.
Fo//r~~Ki~~mley-Horn & Associates, Inc.
/~f'O
Paul L. Cherry
Senior Vice Pres'dent
For
Palm Beach
Witness Eer.r ~,
x'10>~. f~
ATTEST:
i ~~~
illage Clerk
•
AGREEMENT FOR PROFESSIONAL SERVICES
Kimley-Horn and Associates, Inc. (KHA) shall provide preliminary planning, design and
engineering services to the Village of North Palm Beach (Village) for Prosperity Farms Road in
accordance with the attached scope of services contained in the letter to Thomas Hogarth (Director
of Public Works) dated Apri12, 2001. The scope of services outlines the following tasks:
Task One: Collect and review existing relevant data, and obtain aerial photograph of the
corridor
Task Two: Conduct meeting number one with the Ad-hoc Landscaping Committee
Task Three: Development of Alternatives/Committee Meeting Number Two
Task Four: Conduct Meeting Number One with Palm Beach County Engineering
Task Five: Finalize Alternatives and Conduct Committee Nleeting Number Three
Task Six: Conduct Public Workshop
Task Seven: Prepare Workshop/Process Summary Plan and Conduct Committee Meeting
Number Four
Task Eiglrt: Refine Process Summary "Workbook"
Task Nine: Present Preliminary Recommendations to the Village Council
Task Ten: Conduct Follow-up Meeting with Palm Beach County
These services will be provided for a lump sttm amount of $82,500.00. This cost includes all labor
and expenses to complete the scope of services referred to herein, and also includes the cost to
obtain rectified raster digital aerial photography. It is understood that additional services may be
added to this agreement by the preparation of a detailed scope of service and mutually agreed to fee.
This agreement shall be administered in accordance with KHA's Standard Provisions pages 1, 2 and
3 as amended based on input from the Village. This agreement shall be in effect from April 1?th ,
2001 thru April 1 nth , 2002.
For Kimley-Horn & Associates, Inc.
Paul L. Cherry
Senior Vice President
Witness ~q~,
• lage Clerk ~ ~i //~ ~
H11CJ1:
ICIMLEY-HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
(1) Consultant's Scope of Services The Consultant's undertaking to perform professional services extends only to the
. services specifically described in this Agreement. However, if requested by the Client and agreed to by the Consultant, the
Consultant will perform additional services ("Additional Services") hereunder. The Consultant is also authorized, but not
required, to perform Additional Services for services deemed appropriate by the Consultant in response to emergencies,
unanticipated actions by the Client's contractors, revised regulations, or requirements of authorities, if advance
authorization cannot be obtained. The Consultant will notify the Client as soon as practical of the inception of such
Additional Services.
(2) Client's Responsibilities In addition to other responsibilities described herein or imposed bylaw, the Client shall:
(a) Designate in writing a person to act as its representative with respect to this Agreement, such person having complete
authority to transmit instmctions, receive information, and make or interpret the Client's decisions.
(b) Provide all infommation and criteria as to the Client's requirements, objectives, and expectations for the project including
all numerical criteria that are to be met and all standards of development, design, or constmction.
(c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new data
reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental impact
assessments or statements, zoning or other land use regulations, etc., upon all of which the Consultant may rely.
(d) Arrange for access to the site and other private or public property as required for the Consultant to provide its services.
(e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining thereto
within a reasonable time so as not to delay the services of the Consultant.
(f) Furnish approvals and pemtits from governmental authorities having jurisdiction over the project and approvals and
consents from other parties as maybe necessary for completion of the Consultant's services.
(g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility services as
the Client may require or the Consultant may reasonably request.
(h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the
scope and timing of the Consultant's services or any defect or noncompliance in any aspect of the project.
(i) Bear all costs incident to the responsibilities of the Client.
(3) Period of Services Unless otherwise stated herein, the Consultant will begin work timely after receipt of an executed
copy of this Agreement and will complete the services in a reasonable time. This Agreement is made in anticipation of
conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be
extended as necessary for delays or suspensions due to any circumstances that the Consultant does not conhol. Such a delay
or suspension shall not terminate this Agreement unless the Consultant elects to terminate pursuant to other provisions of
this Agreement. If such delay or suspension extends for more than six months (cumulatively), the rates of compensation
provided for in this Agreement shall be renegotiated.
(4) This section not used.
(5) Method of Payment Compensation shall be paid to the Consultant in accordance with the following provisions:
(a) Invoices will be submitted by the Consultant to the Client periodically for services performed and expenses incurred.
Payment of each invoice will be due within 25 days of receipt. The Client shall also pay to the Consultant all taxes, if any,
whether state, local, or federal, levied with respect to amounts paid hereunder. The Consultant shall be compensated in U.S.
dollars. Interest will be added to accounts not paid within 25 days at the maximum rate allowed by law. If the Client fails
[o make any payment due the Consultant for services and expenses within 30 days after the Consultant's transmittal of its
invoice, the Consultant may, after giving 7 days' written notice to the Client, suspend services under this Agreement until all
amounts due are paid in full.
(b) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt of
the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing.
(c) This section not used.
(d) The Client agrees that the payment for services rendered and expenses incurred by the Consultant pursuant to this
Agreement is not subject to any contingency or condition.
• (6) Use of Documents All documents, including but not limited to drawings, specifications and data or programs stored
electronically, prepared by the Consultant are related exclusively to the services described in this Agreement. They are not
intended or represented to be suitable for partial use or reuse by the Client or others on extensions of this project or on any
other project. Any modifications made by the Client to any of the Consultant's documents, or any partial use or reuse of the
documents without written authorization or adaptation by the Consultant will be at the Client's sole risk and without liability
or legal exposure to the Consultant, and the Client shall indemnify, defend and hold the Consultant hamiless from all claims,
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damages, losses and expenses, including but not limited to attomeys' fees, resulting therefrom. Any authorization or
adaptation will entitle the Consultant to further compensation at rates to be agreed upon by the Client and the Consultant.
(7) Opinions of Cost Because the Consultant does not control the cost of labor, materials, equipment or services
• famished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as
to costs, including but not limited to opinions as to the costs of constmetion and materials, shall be trade on the basis of its
experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The
Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the
Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Consultant's
services required to bring costs within any limitation established by the Client will be paid for as Additional Services.
(8) Termination The obligation to provide further services under this Agreement maybe terminated by either party upon
seven days' written notice. In the event of any termination, the Consultant shall be paid for all services rendered and
expenses incurred to the effective date of termination, and other reasonable expenses incurred by the Consultant as a result
of such termination. If the Consultant's compensation is a fixed fee, the amount payable for services will be a proportional
amount of the total fee based on the ratio of the amount of the services performed, as reasonably determined by the
Consultant, to the total amount of services which were to have been performed, less prior partial payments.
(9) Insurance The Consultant is protected by Workers' Compensation insurance as required by Florida law, professional
liability insurance in the amount of $1,000,000, and general liability insurance for bodily injury and property damage in the
amount of $1,000,000 and will provide certificates of such insurance coverage to the Client upon full execution of this
contract.
(10) Liability In performing its professional services, the Consultant will use that degree of care and skill ordinarily
exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the services
are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein or its
performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client. The Consultant will
indemnify and hold hamiless the Client, and its officers end employees, from liabilities, damages, losses, and costs,
including, but not limited to, reasonable attomeys' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the
contract. 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 for costs related to the failure of contractors to perfomr work in
accordance with the plans and specifications.
(l l) Certifications The Consultant shall not be required to execute any certifications or other documents that in any way
might, in the judgment of the Consultant, increase the Consultant's risk or affect the availability, applicability, or cost of its
insurance.
(l2) Expenses of Litigation In any litigation between the parties in regards to this agreement, the prevailing party in such
litigation shall be entitled to recover from the nonprevailing parry reasonable attomeys fees and all costs of litigation both
at the trial and appellate level.
(13) Dispute Resolution All claims by the Client arising out of this Agreement or its breach shall be submitted first to
mediation in accordance with the Constmction Industry Mediation Rules of the American Arbitration Association as a
condition precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accmal
of the cause of action asserted but in no event later than allowed by applicable statutes.
(t4) Hazardous Substances and Condi[Ions
(a) Unless stated in the scope of services, it is agreed that the Client does not request the Consultant to perform any services
or to make any detemvnations involving hazardous substances or conditions, as defined by federal or state law. If such
services are agreed to, Consultant shall not be a custodian, transporter, handler, arranger, contractor, or remediator with
respect to hazardous substances and conditions. Consultant's services will be limited to professional analysis,
recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation.
(b) The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services
. of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected
portions of its services until the hazardous substance or condition is eliminated. The parties shall decide if Consultant is to
proceed with its services and if Consultant is to conduct testing and evaluations, and the parties may enter into further
agreements as to the additional scope, fee, and terms for such services.
(c) Except to the extent of negligence, if any, on the part of the Consultant in performing services expressly undertaken in
connection with hazardous substances and conditions, the Client agrees to hold hamtless, indemnify, and defend the
Consultant from and against any and all claims, losses, damages, liability, and costs in any way arising out or connected
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with the presence, discharge, release, or escape of hazardous substances or conditions of any kind, or environmental liability
of any nature, in any manner related to services of the Consultant.
• (IS) Construction Phase Services
(a) If the Consultant's services include the preparation of documents to be used for constmction and the Consultant is not
retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for
constmction observation, and the Client waives any claims against the Consultant in any way connected thereto.
(b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any contractors
means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall
Consultant have any authority or responsibility to stop or drrect the work of any contractor. The Consultant's visits will be
for the purpose of endeavoring to provide the Client a greater degree of confidence that the comrpleted work of its
contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees
the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance
with the contract documents.
(c) The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job
site safety and for its means and methods; that the contractor shall indemnify the Client and the Consultant for all claims and
liability arising out of job site accidents; and that the Client and the Consultant shall be made additional insureds under the
contractor's general liability insurance policy.
(16) Assignment and Subcontracting This Agreement gives no rights or benefits to anyone other than the Client and the
Consultant, end all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the
Client and the Consultant. Neither the Client nor the Consultant shall assign or transfer any rights under or interest in this
Agreement without the written consent of the other. However, nothing herein shall prevent or restrict the Consultant from
retaining independent professional associates, subconsultants, and suppliers as the Consultant may deem appropriate.
(17) Confidentiality The Client consents to the use and dissemination by the Consultant of photographs of the project
and 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 co~dentiality of that material.
(Ig) Miscellaneous Provisions This Agreement is to be governed by the law of the State of Florida. This Agreement
shall bind, and the benefits thereof shall inure to, the parties hereto, their legal representatives, executors, administrators,
successors and assigns. This Agreement contains the enftre and fully integrated agreement between the parties, and
supersedes all prior and contemporaneous negotiations, representations, agreements or understandings, whether written or
oral. This Agreement can be supplemented or amended only by a written document executed 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 in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions or
affecting the validity or enforceability of such provision in any other jurisdiction. 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 provision or of the
remainder of this Agreement.
(19) Consideration As specific consideration for the indemnification provided the Consultant by the Client hereunder,
the Consultant shall pay the Client the amount of One Dollar ($1.00) by credit upon the transmtittal to the Consultant of a
signed Agreement.
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