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HomeMy WebLinkAbout2006-26364 Reso RESOLUTION NO. 2006-26364 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH HARGREAVES AND ASSOCIATES, PROVIDING FOR DESIGN AND TECHNICAL SERVICES RELATIVE TO THE RENOVATION OF THE SOUTH POINTE PIER, IN THE AMOUNT OF $267,134, WITH FUNDING AVAILABLE FROM THE SOUTH POINTE CAPITAL FUND. WHEREAS, pursuant to Request for Qualifications (RFQ) No. 39-03/04, the Mayor and City Commission adopted Resolution No. 2005-25789, on January 12, 2005, approving and authorizing the Mayor and City Clerk to execute an Agreement with the Consultant, in the amount of $328,505, limited to the planning of the South Pointe Park Improvement Project (the Project); and WHEREAS, the planning phase has been completed by the Consultant; and WHEREAS, on October 19, 2005, the City approved Amendment NO.1 to the Agreement, in the amount of $1,322,373.00, which provided for additional professional architecture and engineering (AlE) services associated with the completion of the design phase, permit process, bid and award, cost review, and construction administration services for the Project; and WHEREAS, on July 27, 2005, the Mayor and City Commission approved the Basis of Oesign Report (BOOR) for the Project, pursuant to Resolution No. 2005-25978; and WHEREAS, Resolution No. 2005-25978 also approved an appropriation of funds, in the amount of $14,130,000 (which was also approved by the Miami Beach Redevelopment Agency, pursuant to ROA Resolution No. 512-2005); and WHEREAS, in approving the BOOR and the Project funding appropriation, the City is now proceeding with the design development, construction documents, bidding and award (as applicable), and construction phases of the Project; and WHEREAS, the BOOR for the Project addressed an initial conceptual design for the South Pointe Pier; and WHEREAS, the Pier is at or near the conclusion of its structural life, and repairs are required within the next two (2) years; and WHEREAS, the Administration and Consultant have negotiated the following Amendment NO.2 to the Agreement, in the amount of $267,134.00, for additional AlE services relative to the conceptual design, schematic design, development of a design criteria package, bid coordination and construction administration services for the South Pointe Pier. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, that the Mayor and City Commission hereby approve and authorize the Mayor and City Clerk to execute Amendment No. 2 to the Professional Services Agreement with Hargreaves and Associates, providing for design and technical services relative to the renovation of the South Pointe Pier, in the amount of $267,134, with funding available from the South Pointe Capital Fund. PASSED and ADOPTED this _~ leh day of , 2006. Jj\:1 f~~~ CITY CLERK Robert Parcher I /'1.1.J~1 Date COMMISSION ITEM SUMMARY Condensed Title: A Resolution amending the Professional Services Agreement with Hargreaves and Associates, addin desi n and technical services relative to the renovation of the South Pointe Park Pier. Ke Intended Outcome Su orted: Well Maintained Infrastructure. Issue: Shall the Mayor and Commission adopt the resolution? Item Summary/Recommendation: The South Pointe Park Pier is in very poor structural condition, according to the structural report provided by Moffatt & Nichol, dated May 5, 2006, requiring about $2 million in repairs. Repairs are needed within the next two years, or a complete replacement may become the only viable option. The scope of repair will include jacketing of the piles, repair of the pile caps, replacement of approximately 19 deck panels, and repair/reconfiguration of other miscellaneous items associated with the pier, including lighting, handrails, and fish cleaning stations. If the repairs do not occur in time, the estimated cost to replace the pier is an estimated cost of $3.2 million. Demolishing the pier for about $200,000 is the least expensive solution but not a viable option or one recommended in the South Pointe Pier Park BOOR. Hargreaves will consider using a combination of partial demolition, structural repairs and new construction as a design strategy to achieve the best balance between functionality and cost. Since Hargreaves is the designer for the South Pointe Park Master Plan and that as part of the plan, they have developed conceptual design options for the pier. The Administration recommends amending the South Pointe Park project to include the design and technical services for a design-build package relative to the renovation of the South Pointe Park Pier in the amount of $267, 134 from previously appropriated funds from the South Pointe Capital Fund. Administration recommends adopting of the Resolution. Advisory Board Recommendation: I N/A Financial Information: Source of Amount Account Approved Funds: 1 $267,134 Previously Appropriated Funds from the South Pointe Caoital Fund D 2 3 4 CSPI Total Financial Impact Summary: Ci Clerk's Office Le islative Trackin Bob Halfhill x6833 Si n-Ofts: Department Director Assistant City Manager FHB RCM T:\AGENDA\2006\oct1106\consent\south pointe pier summary revised.doc tD ~ MIAMI BEACH AGENDA ITEM DATE C74 /6 -((-rJr; lD MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM FROM: Mayor Oavid Oermer and Members of the City Commission Jorge M. Gonzalez, City Manager ~ ~ October 11, 2006 0 TO: DATE: SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING THE PROFESSIONAL SERVICES AGREEMENT WITH HARGREAVES AND ASSOCIATES, ADDING DESIGN AND TECHNICAL SERVICES RELATIVE TO THE RENOVATION OF THE SOUTH POINTE PARK PIER, IN THE AMOUNT OF $267,134 FROM PREVIOUSLY APPROPRIATED FUNDS FROM THE SOUTH POINTE CAPITAL FUND. ADMINISTATIVE RECOMMENDATION Adopt the resolution. BACKGROUND In June 1996, the City of Miami Beach adopted a Parks Master Plan that included major improvements to South Pointe Park. On September 8, 2004, the City Commission authorized the issuance of RFQ NO.39-03/04 which included a revised scope of architect and engineering services for the park improvements. Hargreaves Associates, Inc. was the top ranked firm. On January 12, 2005, the City Commission authorized the execution of an Agreement between the City of Miami Beach and Hargreaves for the planning of South Pointe Park improvements. Based on the feedback from City staff, the draft BOOR for the South Pointe Park improvements was completed and submitted by Hargreaves on June 27,2005. On July 11, 2005, the draft BOOR was presented to the General Obligation Bond Oversight Committee and the committee made recommendations to approve the BOOR. Although the improvements to the existing pier at South Pointe Park were not originally included as part of the current park funding or scope, the consultant was asked to review its condition and to provide an opinion as to its integration to the overall park design. Hargreaves' South Pointe Park Pier design recommendation was included in the final BOOR. ANALYSIS The South Pointe Park Pier is the last remaining pier on the Atlantic Ocean side of Miami Beach. Located at the most southern end of Miami Beach, the pier marks the beginning, or end, of Miami Beach. Based on the structural report provided by a structural engineering firm, Moffatt & Nichol, dated May 5, 2006, the pier is in very poor structural condition, and requires about $2 million in repairs. The report suggests that the structural integrity of the pier has been compromised to the point that there are no more than two years of useful life remaining. The report recommends that repairs be performed within the next two years, or a complete replacement may become the only viable option. Improvements to the Pier may include jacketing of the piles, repair of the pile caps, replacement of approximately 19 deck panels, and repair/reconfiguration of other miscellaneous items associated with the pier including lighting, handrails, and fish cleaning stations. As a first step in repairing the pier, Hargreaves will consider the conceptual options for repair and renovation consistent with the general concept of site development. One option will be as proposed by Hargreaves in the South Pointe Park BOOR. Considering the remaining life-span of the pier, rising material costs, and an extensive environmental permitting process, the Administration recommends moving forward with developing a design-build package which will help expedite the repairs to the pier. Because Hargreaves has been involved in the South Pointe Park Master Plan and they have developed initial conceptual design options for the pier, the Administration recommends amending the South Pointe Park contract to include the design and technical services for a design-build package relative to the renovation of the South Pointe Park Pier in the amount of $267,134 from previously appropriated funds from the South Pointe Capital Fund. This negotiated fee is commensurate with the professional service required for the scope of services outlined in Attachment A. JMG/RM/FHB/FV/RTH/jzr T:\AGENDA\2006\oct1106\consent\south polnte pier memo.doc HARGREAVES ASSOCIATES 15 September 2006 City of Miami Beach, Public Works Department 1700 Convention Center Drive Miami Beach, Florida 33139 - Alln: Project: HA Project #: Mr. Fernando Vazquez, P.E. South Pointe Park Pier. REVISED FEE S PP0503 Dear Fernando: We are pleased to submit this revised proposal for Professional Services in connection with the project referenced above. This reflects the fee adjustment per our conversation on September 11, 2006. Also, the following changes are maintained as requested by Jordanna Rubin at our meeting on July 25,2006: . Bidding, Construction Documentation Review, and Construction Observation will be contracted as Hourly Not to Exceed due to the desire to have Hargreaves Associates Team as an advisory role rather than project management role. City of Miami Beach Public Works Department will lead the coordination, communication, and all other project management issues during these phases. . Hargreaves Associates Design Team will not participate in Bidding phase due to Public Works Department's selection process that eliminates the need for our involvement. . Hargreaves Associates Design Team involvement in Construction Document Review and Construction Observation phases are reduced due to Public Works Department internal and third-party quaiity control and construction observation process. This agreement Is by and between Hargreaves Associates and Public Works Department, City of Miami Beach, Fiorlda. SCOPE OF SERVICES A. Hargreaves Associates shall provide professional services on the Project referenced above, the extent of which (is indicated on the attached drawing entitled South Pointe Park Pier Project Boundary Line dated 23 June 06). The scope of these services shall include: ,. Finish grading and surface drainage of pedestrian pavements. 2. Pedestrian pavements. 3. Low landscape walls, steps, railings and related site structural elements 4. Fences, decks and seating devices. - SAN FRANCISCO CAMBRIDGE NEW YORK 180VARKKSTRHT SUIH:1304 NEW YORK, NY 10014 2U3379973T Z11337997Zf HARGREAVES.COM GEORGE HARGREAVES MARY MARCARET IONES GLENN ALLEN GAVIN MCMILlAN KIRTRIEDER TIM ANDERSON CATHERINE MILLER KEN HAINES JACOB PETERSEN MARCEL WilSON CAROLYN RODklN MEGAN MANN BRIAN JENCEK MISTY MARCH SCOTT SMITH Attachment A 5. Site furniture including planter pots, trash receptacles, cigarette urns, and drinking fountains. 6. Seiection and location of fixtures for site lighting. 7. Planting and soil preparation. 8. Review with permitting agencies: a. U.S. Army Corps of Engineers (Corps) b. South Florida Water Management Dlstrict/ Florida Department of Environmental Protection (SFWMD/DEP) c. Miami Dade County Department of Environmental Resources Management (DERM) d. City of Miami Beach Note: all approvals and permits will be obtained by the Design Build Firm B. Hargreaves Associates will retain and direct the services of registered professional consultants for: 1. Civil Engineering, including rough grading, subsurface drainage, street and parking pavements, service drives, curbing and gutters. 2. Structural Engineering, including retaining walls, stairs, light post and site foundations, guardrails and handrails. 3. Mechanical and Electrical Engineering, Including site lighting circuitry and site lighting photometrics. 4. Additional survey work for the jetty portion of the project site D. Hargreaves Associates does not assume responsibility for the work of others not under contract to Hargreaves Associates in the production of the Design Criteria Package and the sufficiency thereof necessary to the execution of the work. PROCEDURE The following items will be billed as a fixed sum: A. Concept Design Duration: 6 weeks from date of written authorization Hargreaves Associates Design Team shall prepare up to three conceptual options indicating the general concept of site development. One ofthese options will be as proposed in the South Pointe Park BOOR. The Design Team will attend a pre-application meeting with Army Corps of Engineer representatives in Tallahassee, Florida to receive feedback on probability of permitting each option. Following feedback from the Corps, the Design Team and City will evaluate pier design options and determine one option to pursue for further design and coordination work. Additionai survey work is required Trips and meeting schedule to be determined but shail not exceed two (2 person) meetings in Miami Beach and one (4 person) meeting In Tallahassee, FL. B. Schematic Design Duration: 6 weeks from date of written authorization Upon Client's authorization to commence Schematic Design, Hargreaves Associates Design Team shall prepare drawings indicating the general concept of site development and budgetary construction opinion of costs based upon one concept. Material and design element options such as paving, material finishes, lighting, and furnishings shali be prepared. Upon completion of these components, the Design Team shali attend meetings with City of Miami Beach, Miami-Dade County and Army Corps representatives for input on the proposed plan, permitting issues, and material and design element options. The design team will also prepare drawings, a presentation, and attend one community meeting. The City shall prepare meeting notices, select and secure meeting location, and perform other tasks as required by the City of Miami Beach for community meetings. Trips and meeting schedule to be determined but shall not exceed two (3 person) meetings in Miami Beach and one (3 person) meetings In Tallahassee, FL. C. Design Criteria Package Duration: 12 weeks from date of written authorization Upon Client's authorization to commence design criteria package, Hargreaves Associates Design Team shall prepare a design criteria package and a preliminary opinion of costs for the work. The design criteria package is defined by 2004 Florida Statue 287.055 as "concise, performance-oriented drawings or specification of the public construction project. The purpose of the design criteria package is to furnish sufficient information to permit design-build firms to prepare a bid or a response to an agency's request for proposal or to permit an agency to enter into a negotiated design-build contract. The design criteria package must specifY performance-based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria for the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, storm water retention and disposal, and parking requirements applicable to the project." Hargreaves Associates Design Team shall prepare working drawings and technical sections of specifications to conform to applicable codes and regulations of governmental bodies having jurisdiction over the work. The Design Team shall attend meetings with City, County and Army Corps representatives for continued input on the plan, permitting issues, and material and design element options. Trips and meeting schedule to be determined but shall not exceed three (2 person) meetings In Miami Beach and one (3 person) meeting in Tallahassee, FL. The following items will be billed hourly, not to exceed: D. Bidding Duration: 4 months from date of written authorization Hargreaves Associates Design Team will not perform any work during Bidding process. E. Construction Documentation Duration: 12 months from date of written authorization Signed and sealed construction documents and all approvals and permits will be the sole responsibility of the selected Design Build Firm. Hargreaves Associates Design Team will review progress of construction documents produced by Design Build Firm at 90% construction document stage to determine general compliance with Hargreaves Associates Team design intent. The City shall lead this coordination effort. Moffat and Nichol shall participate in up to two (1 person) meetings in Miami Beach. Hargreaves Associates and other design team members trips and meetings in Miami Beach are not included. F. Construction Observation Duration: 12 months from date of written authorization Hargreaves Associates Design Team shall make visits to the site when requested by the Client. During these visits, the Design Team will determine in general if the construction is proceeding in accordance with Hargreaves Associates design intent and the Design Build Firm's construction documents. Hargreaves Associates Team will submit written recommendations to the Client regarding work that fails to conform to the design intent. Hargreaves Associates Design team will not be involved in the progress as it relates to construction schedule or quality of construction. Hargreaves Associates shall not be responsible for: construction means, methods, techniques, sequences or procedures in connection with the work; compliance by the contractor to the plans and specifications; and the contractor's errors of omission or failure to carry out the work in accordance with the contract documents. It is assumed that these items will be the responsibility of the City of Miami Beach Public Works Department. Moffat and Nichol shall participate in up to six (1 person) meetings in Miami Beach. Hargreaves Associates and other design team members trips and meetings in Miami Beach are not included. EXCLUSIONS TO SCOPE OF SERVICES Client shall provide the following information or services as required for performance of the work. Hargreaves Associates assumes no responsibility for the accuracy of such information or services and shall not be liable for error or omissions therein. Should Hargreaves Associates be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. A. City of Miami Beach Design Review Board approval B. Existing site engineering C. Overhead aerial photographs at controlled scale D. Engineering other than that provided with the Scope of Services E. Additional community meetings F. Preparation of Construction Documents G. Procurement of permits and approvals. H. Artwork DEVELOPMENT BUDGETS A. Upon signing of the Agreement, a proposed development budget for all items of work under the Scope of Services shall be established and approved In writing. B. This deveiopment budget shall be revised and approved at the completion of Concept Design and Schematic Design Phases. C. In the event that this development budget is reduced by more than 10% between the time of approval of the Schematic Design Phase and the time of award of a construction contract, cost of modification of drawings and specifications to meet the reduced project budget shall be considered Additional Services. FEES AND TERMS Services A, B, and C described above shali be provided for the fixed sum of US$1 99,864. Services 0, E, and F described above shall be provided at an hourly, not to exceed rate of US $67,270. These services shall be provided in accordance with the terms and conditions in Appendix A attached hereto and which is incorporated and made part of this Agreement by reference. A breakdown of the fee is provided on the next page. Reimbursable expenses are not included in the fee for professional services and will be invoiced per the terms and conditions in Appendix A. We would be pleased to answer questions you may have or to clarify various points above. If this proposal meets with your approval, please sign below and return one copy for our files. Sincerely, ~~ Jamie Maslyn Associate Accepted by, Name: Name Printed: Title: Date: South Pointe Park Pier Fee 9/15/2006 These Items will be billed as Fixed Fee: Subtotals Totals Task Design Director PIC PM Pro; LA Staff Hargreaves Hours: $300 $200 $130 $95 $75 A. Concept Desi.n (6 weeks) 6 12 40 80 60 % of time 3% 5% 17% 33% 25% -~ subtotal Harl!reaves $21,500 - - Moffat and Nichol $15,300 - Coastal Systems $4,500 jALRW $0 LAM $700 Subtotal Conceot Desilm - $42,000 B. Schematic Desi.n (6 weeks) Haff!realles Hours: 6 16 40 80 60 % of time 3% 7% 17% 33% 25% subtotal Hargreaves $22,300 Moffat and Nichol $18,900 Coastal Systems $11,000 jALRW $2,600 LAM $3,200 Subtotal Schematic Desien $58,000 C. Desilln Criteria Package (12 weeks) -- HafTJreaves Hours: 4 30 80 180 130 ~_()rtime c--- 1% 6% 17% 38% 27% ---- ----- ---- ------ ----- -- ----------- ---- - subtotal Hargreaves $44,450 Moffat and Nichol $33.000 Coastal Systems $7,714 1--- jALRW $4,500 LAM $3,200 Subtotal Design Criteria PacKilEe $92,864 Biscayne Engineering (survey) $7,000 Total Professional Fee Items A, B, C $199,864 Estimated Reimbursables Items A,B,C I I I Reproductions I $2(1, 000 Total Estimated Reimbursable $20,000 South Pointe Park Pier Fee 9/15/2006 These Items will be billed as Hourly Not to Exceed: O. Biddino (4 months) - Hargreaves Hours: 0 0 0 0 0 - % of time 0% 0% 0% 0% 0% - subtotal Hargreaves $0 Moffat and Nichol $0 Coastal Systems $0 jALRW $0 /AM $0 Subtotal Biddin" $0 E. Construction Documents (12 months) Ha;;;:eaves Hours: 0 4 20 30 0 % of time 0% 0% 1% 2% 0% --- - 1--- subtotal Hargreaves $6,250 Moffat and Nichol $7,000 Coastal Systems $1,000 jALRW $500 /AM $500 -- Subtotal Construction Documents $15,250 F. Construction Observation (12 months Hargreaves Hours: 0 12 24 60 0 - % oftime 0% 1% 1% 3% 0% - . - subtotal Hargreaves $11,220 Moffat and Nichol $39,000 - Coastal Systems $800 jALRW $500 /AM $500 Subtotal Construction Observation $52,020 Total Professional Fee Items D,E,F $67,270 Estimated Reimbursables Items O,E,F I I I Reproductions 1 I $5,000 I Total Estimated Reimbursable $5,000 APPENDIX A Appended to and part of Agreement for Professional Services between Hargreaves Associates and the City of Miami Beach dated 14 July 06. FEE FOR PROFESSIONAL SERVICES Services outlined under the Scope of Services shall be provided for the fixed sum stipulated in the Agreement for Professional Services. Services outlined under Additional Services shall be provided on a time basis computed as follows: Personnel Hargreaves Jones Principal Associate/Sr. Associate Staff Rate $300.00jhour $250.00jhour $160.00-200.00jhour $75.00-1 45.00jhour $50.00-90.00jhour Rates are valid for the current calendar year but may be increased subsequently without written notice. REIMBURSABLE COSTS The following costs shall be reimbursed at cost plus 10% and are not Included in the Fee for Professional Services: A. Cost of copies of drawings, specifications, reports and cost estimates; xerography and photographic reproduction of drawings and other documents furnished or prepared in connection with the work of this Contract. 8. Casts sf e:sI"1"11"11erdal (efFier aRa I'b1l:1lie trsl9sl9sFtatisl9, ledgil9g, ear rel9tal al9dl3arldFlg, SblBsisteflee aAd 8I:Jt sf I3se:!cet eXl3eflses. Private al:Jtemseile tfs.el atel:Jrrel9t ge.erl9f1"1eflt l3er mile rate. C. Cest ef ~estage e"cl shl~~i"g eJ(~e"ses ether the" Itrst dess ",ail. D. Le"g clista"ee telE~he"€ cha'ges, rOl' eha'ges. L Phstegrapl9ie seF\ iees, fill9"l I3rseessiflg. r. Csst sf I"I"Isdels, speeisll'el9eteriflgs, prsmetisl9sl phetegra13hy, sf3eeial f3rseess pril9tiflg, sf3eeisl eElblipfl"lEflt, sf3eeial f3riflteet ref3sFt.3 sr I9b1Blieatiel9s, I"I"Isf3s BfleJ eJseblfl"lel9ts al3l3rs.ed il9 ad/81gee BY G;eAt, G. Fees for sub-consultants, in addition to those listed in the scope of services, retained by Hargreaves Associates and approved in advance by Client. ADDITIONAL SERVICES A. Additional Services shall be provided on a time basis using rate schedule at front of Appendix. B. Additional Services include but are not limited to: 1. Making planning surveys, feasibility studies, and special analyses of Client's needs to clarify his requirements for the project programming. 2. Master Planning ReportsjDocument PreparationjPublishing. 3. Revisions and changes in approved drawings and the preparation of alternates and change orders requested by the Client. 4. Plan preparation and construction observation for portions of a Project let on segregated bid basis or to be phased during construction. 5. Services with respect to replacement of any work damaged during construction. 6. Services required as a result of the default or insolvency of contractor. 7. Preparation of record drawings or of measured drawings of existing conditions. 8. Providing prolonged contract observation should the construction time be substantially extended through no fault of Hargreaves Associates. 9. Work extending past the duration described in the Agreement to which this appendix is appended. 10. Additional trips beyond those listed in the Agreement to which this appendix is appended. STATEMENT AND PROGRESS PAYMENTS A. For the fees outlined above, we shall submit monthly Invoices for progress payment based upon percentage of work complete. The cumulative total of these progress payments shall not exceed the limits established In the following table. Concept Design Phase Schematic Design Phase Design Criteria Package complete 20% ofFee 48% ofFee 100% ofFee B. Reimbursable Costs shall be billed monthly with fee Invoices. ACCOUNTS Accounts are payable net 30 days from date of invoice at our office in San Francisco, California. A service charge will be applied to all accounts not paid within 30 days of invoice date at 1% of invoice amount per month or portion per month (12% per annum). Client will be notified if accounts are not paid within 90 days of invoice date. Hargreaves Associates reserves the right to temporarily suspend services if accounts are not paid within 120 days of invoice date. OWNERSHIP OF DOCUMENTS Original drawings and other documents, as instruments of service, are the property of Hargreaves Associates. None of them. are to be used on other projects except by written agreement of Hargreaves Associates. Hargreaves Associates is not responsible for the improper use of construction documents. One reproducible set of final documents will be furnished to Client upon request. CREDIT IACKNOWLEDG EM ENTS Hargreaves Associates shall be given proper credit and acknowledgement for all services including but not limited to: planning, design and implementation. Proper credit shall be defined as being named by Client or their Agent in such circumstances as project identification boards, published articles or promotional brochures. INDEMNIFICATION Hargreaves Assodates shall pay all defense costs, indemnifY and hold Client harmless from and against all loss, damage, injury or liability, real or alleged, resulting from Hargreaves Associates' negligent performance of services provided under this Agreement. Client shall pay all defense costs, indemnify and hold Hargreaves Associates harmless from and against all loss, damage, injury or liability, real or alleged, resulting from Client's negligent actions under this Agreement. MEDIATION Any controversy or claim arising out of or relating to the information, interpretation, application, enforceability, or breach of this agreement, including disputes as to which persons or entities which may be liable hereunder, shall be settled by mediation at San Francisco, California, in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered may be entered in any court having jurisdiction thereof. The prevailing party in any such mediation shall be entitled to recover mediation costs and reasonable attorney's fees, as determined by the mediator(s), in addition to any other relief available. TERMINATION It is understood that these services may be terminated upon 10 days written notice for good reason by either party. In this event, Hargreaves Associates shall be compensated for all work performed prior to date of termination at the rates set forth above. SUCCESSORS AND ASSIGNS It Is understood and agreed that this Agreement shall be binding upon Clients and its successors and assigns and upon Hargreaves Associates, its successors and assigns. Neither party shall assign nor transfer its interest in this Agreement or any part thereof without the written consent of the other party. REVOCATION This proposal shall be considered revoked if acceptance Is not received within 30 days ofthe date thereof. South Pointe Park Pier Project Boundary Line 23 June 06 ASSOCIATES