R-23-28VILLAGE OF DEERFIELD
RESOLUTION NO. 2023- R-23-28
A RESOLUTION APPROVING AN AGREEMENT WITH KIMLEY HORN TO
PREPARE AN AMERICAN WITH DISABILITIES TRANSITION PLAN
WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in
accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970;
and
WHEREAS, the Village desires to retain a firm to provide contracting services for
American with Disabilities (ADA) Transition Plan Consulting Services ("Services'; and
WHEREAS, the Village received proposals from Kimley-Horn Associates of
Deerfield Illinois ("Consultant') to provide the Services; and
WHEREAS, the Village and Consultant desire to enter into an agreement for the
provision of the Services by Consultant ("Agreement'); and
WHEREAS, the Mayor and Board of Trustees have determined that entering into
the Agreement with Consultant will serve and be in the best interest of the Village and its
residents;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals
as its findings, as if fully set forth herein.
SECTION 2: APPROVAL OF AGREEMENT. Pursuant to the Village's home
rule authority, the Agreement by and between the Village and Consultant is hereby
approved in substantially the form attached to this Resolution as Exhibit A, and in a final
form and substance acceptable to the Village Manager and the Village Attorney.
SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Mayor and
the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the
Village, the final Agreement upon receipt by the Village Clerk of at least one original copy
of the final Agreement executed by Consultant; provided, however, that if the executed copy
of the final Agreement is not received by the Village Clerk within 60 days after the effective
date of this Resolution, then this authority to execute and attest will, at the option of the
Mayor and Board of Trustees, be null and void.
SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect
from and after its passage and approval according to law.
[SIGNATURE PAGE FOLLOWS]
AYES:
NAYS: Benton, Berg, Jacoby, Metts-Childers, Oppenheim, Seiden
ABSTAIN: None
ABSENT: None
PASSED: June 20, 2023
APPROVED: June 20, 2023
RESOLUTION NO: R-23-28
arry Berg, ayor Pro Te
ATTEST:
Kent S. Street, Villa e Clerk
Exhibit A
Kimley»>Horn
May 16, 2023
Mr. Robert Phillips, P.E.
Director of Public Works and Engineering
Village of Deerfield, IL
465 Elm Street
Deerfield, I L 60015
Re: Letter Agreement for Professional Services for
Village of Deerfield ADA Transition Plan
Deerfield, IL
Dear Bob:
Page 9
Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant") is pleased to submit this Letter
Agreement (the "Agreement") to the Village of Deerfield ("Client" or "Village") for providing services
related to preparing the Village's ADA Transition Plan.
Project Understanding
Kimley-Horn will provide professional services based on our project understanding as follows:
• The Village of Deerfield, Illinois wants to develop its Americans with Disabilities Act (ADA)
Self -Evaluation and Transition Plan in multiple phases.
Tasks 1 — 7 as written in the Scope of Services will constitute Phase 1 of the ADA Self -
Evaluation and Transition Plan and will consist of the development of the Transition Plan
framework, documentation of the Village's efforts to date related to Title II compliance,
inventory of Village programs, services, activities, and facilities to be evaluated in future
phases, and development of a budget and schedule to complete the Village's Self -Evaluation.
An ADA Transition Plan document will be developed and consist of formal documentation of
tasks and associated findings outlined in this Scope of Services.
• No evaluations of the Village's programs, services, activities, or facilities will be completed as
part of Phase 1. The deliverable for this assignment will outline the remaining tasks to
complete the Village's Self -Evaluation and Transition Plan.
Future phases of this project could include, but are not limited to:
o Physical evaluations of buildings, parks, public rights -of -way curb ramps, sidewalks
and pedestrian crossings through cross streets and driveways, pedestrian equipment
at signalized intersections, unpaved pedestrian trails, and pedestrian bridges
including determination of compliance status, possible solutions, cost estimates to
implement possible solutions, and prioritization of evaluated facilities for
implementation;
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o Evaluations of programs, services, activities, employment practices, ordinances,
emergency management plan, website, and design standards;
o Update of Transition Plan to document additional work.
Scope of Services
Kimley-Horn will provide the services specifically set forth below.
TASK 1 - PROJECT MANAGEMENT
1.1 The Consultant will maintain project records, budgets, and communications for the duration of the
project. It is understood the project will have a 4-month duration.
1.2 The Consultant will prepare monthly progress reports for the duration of the project.
Task 1 Deliverables:
• Monthly invoices with progress reports.
TASK 2 - PROJECT KICK-OFF MEETING
2.1 The Consultant will conduct one (1) meeting with Village staff to orient them to the process that will
be used to develop the Village's ADA Transition Plan and introduce the proposed project tasks and
schedule. The Consultant will produce meeting materials and handouts, lead and facilitate the
Kick-off Meeting, and prepare a summary of action items resulting from the meeting (2-hour,
virtual meeting).
Task 2 Deliverables:
• Summary of action items from the meeting in email format.
Village Responsibilities:
• The Village will create an ADA Liaison Committee comprised of Village staff representing major
program areas and/or departments.
• The Village will conduct all internal coordination required to identify Village staff to serve on
the ADA Liaison Committee for the duration of the project.
TASK 3 - PROGRAMS, SERVICES, AND ACTIVITIES INVENTORY
3.1 The Consultant will coordinate with the Village to gather information related to the Village's
programs, services, and activities, including information available on the Village's website for
Village boards, commissions, and departments. The Consultant will compile a list of core
service areas, divisions, sections, and documents that need to be evaluated for compliance
under the ADA. The Consultant will document Village efforts to date regarding ADA
compliance for programs, services, and activities. Items to be identified for evaluation in
future phases may include:
Kimley»>Horn
• Programs, services, and activities;
• Policies, procedures, and guidance;
• Lease agreements;
• Contracts;
• Department -specific handbooks;
• Standard operating procedures;
• Meeting agendas and meeting minutes;
• Online forms and applications;
• PDF forms;
• Checklists;
• Videos;
• Employment practices;
• Design standards;
• Ordinances; and
• Emergency management documents.
Task 3 Deliverables:
• Programs, services, and activities inventory in Word and PDF format.
Village Responsibilities:
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• The Village will provide the Consultant with documents to be included in the inventory that are not
posted on the Village's website after the project kick-off meeting and prior to commencing Task 3.
TASK 4 - FACILITIES INVENTORY
4.1 The Consultant will coordinate with the Village to identify Village -owned facilities to be evaluated
for compliance under the ADA. The Consultant will coordinate the preparation of GIS files by the
Village's GIS staff for the following Village -owned facilities:
• Buildings
• Building exterior pedestrian paths of travel
• Parks
• Park exterior pedestrian paths of travel
• Stand-alone trails
• Signalized intersections
• Sidewalk corridors. Sidewalk corridors consist of sidewalk, pedestrian street
crossings, and pedestrian driveway crossings.
• Unsignalized intersections and driveways along sidewalk corridors
Task 4 Deliverables:
• Facility maps in PDF format.
o Map #1: Buildings and associated exterior pedestrian paths of travel
o Map #2: Parks and associated exterior pedestrian paths of travel
Kimley>>> Horn Page 4
o Map #3: Stand-alone trails
o Map #4: Pedestrian Facilities in the public rights -of -way (signalized intersections,
sidewalk corridors and associated unsignalized intersections, and driveways)
Village Responsibilities:
• The Village will provide the Consultant with final facility inventory data in GIS format for the
facilities listed in Task 4.1.
• The Village will provide the Consultant with copies of maintenance agreements for the facilities
listed in Task 4.1, if such agreements exist.
TASK 5 - TRANSITION PLAN DEVELOPMENT
The Consultant will coordinate with Village staff in developing the Transition Plan framework as follows:
5.1 ADA Coordinator. The Consultant will work with the Village to define the role and
responsibilities of the ADA Coordinator.
5.2 Grievance Policy and Procedure. The Consultant will assist the Village to develop an ADA
grievance policy, procedure, and complaint form.
5.3 ADA Notice. The Consultant will assist the Village to develop an ADA Notice.
5.4 Evaluation and Prioritization Criteria. The Consultant will identify the standards from which facility
evaluation criteria should be developed and recommend criteria to prioritize accessibility
improvements identified in future phases.
5.5 Exceptions and Exemptions. The Consultant will evaluate and provide possible solutions for
exceptions or exemptions that may apply under the terms of the ADA. This may include
exemptions related to structures of historic significance, alterations affecting the fundamental
nature of a program, service, or activity under the financial and administrative burden, or
structural changes.
5.6 Summarize On -Going ADA/Accessibility Program. am. The Consultant will gather from the Village
information related to the Village's on -going ADA/accessibility program. The Consultant will
document Village efforts to -date regarding ADA compliance for pedestrian facilities within the
Village's public rights -of -way and public facilities. These efforts may include, but are not
limited to:
• Sidewalk/curb ramp maintenance and repair projects;
• Installation of accessible pedestrian signals (APS);
• Building, park, and parking facilities renovations and maintenance projects with ADA
improvements;
• Capital Improvement Program projects with ADA and pedestrian facility improvements;
and
• Responses to citizen ADA/access concerns/complaints.
Kimley>»Horn
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5.7 Budget. The Consultant will assist the Client to develop a multi -year budget needed to
complete the evaluation of Village programs, services, activities, and facilities. Possible
funding sources to achieve compliance will be provided. It will be the Client's responsibility to
confirm the Village's eligibility for each funding source.
5.8 Draft Transition Plan. The Consultant will prepare a draft Transition Plan for the Village. The
plan will consist of:
• Introduction which will describe the project purpose and provide a brief summary of Title
II requirements;
• Documentation of Village efforts to date related to ADA compliance;
• Identification of the Village's ADA Coordinator;
• Documentation of the Village's ADA Public Notice of Non-discrimination and Grievance
Policy/Procedure;
• Summary of Village programs, services, activities, and facilities to be evaluated in future
phases;
• Summary of public outreach activities; and
• A budget and schedule for future phases.
The Consultant will provide electronic copies of the Draft Transition Plan in Microsoft Word
and Adobe PDF formats to the Village.
5.9 Final Transition Plan. The Consultant will address one (1) round of written consolidated
comments from Village staff to prepare a Final ADA Self -Evaluation and Transition Plan for
the Village. The Consultant will provide electronic copies of the Final Transition Plan in
Microsoft Word and Adobe PDF formats to the Village.
Task 5 Deliverables:
• Electronic copies of the draft and final ADA grievance policy, procedure, and complaint form
for Title II in Microsoft Word and Adobe PDF formats.
• Electronic copies of the draft and final ADA Notice in Microsoft Word and Adobe PDF
formats.
• Electronic copies of the draft and final ADA Transition Plan in Microsoft Word and Adobe
PDF formats.
• Electronic copies of the final ADA Transition Plan Appendix in PDF format will be provided
using the Consultant's electronic file sharing system.
Village Responsibilities:
• The Village will provide written consolidated comments on the ADA grievance policy,
procedure, and complaint form for Title II.
• The Village will provide written consolidated comments on the draft ADA Notice.
• The Village will provide written consolidated comments on the draft ADA Transition Plan and
Appendix.
Kimley»>Horn
TASK 6 - PUBLIC OUTREACH
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6.1 Online Public Outreach Proi.ram. The Consultant will facilitate an online public outreach
program (i.e. SurveyMonkey) to introduce the project, prioritize facilities to be evaluated in
future phases, and/or gather input regarding accessibility concerns/issues throughout the
Village.
Task 6 Deliverables:
• Summary of action items resulting from the public outreach.
• Summary and documentation of public input included in the Transition Plan.
Village Responsibilities:
Final public access survey in SurveyMonkey to be publicized by the Village.
TASK 7 - PROJECT MEETINGS
7.1 Proa ress Meetings. The Consultant will conduct up to two (2) meetings with Village staff and
the ADA Liaison Committee to provide project updates. The Consultant will produce meeting
materials, lead and facilitate the Progress Meetings, and prepare a summary of action items
resulting from the meetings (up to 2-hours, virtual meetings).
Task 7 Deliverables:
• Summary of action items from the Progress Meetings.
• Electronic copies of meeting presentations.
Village Responsibilities:
• The Village will conduct all internal coordination required to identify Village staff to attend the
Progress Meetings.
Additional Services
Any services not specifically provided for in the above scope will be billed as additional services and
performed at our then current hourly rates.
Information Provided By Client
We shall be entitled to rely on the completeness and accuracy of all information provided by the
Client or the Client's consultants or representatives.
Schedule
We will provide our services as expeditiously as practicable and work with the Village to develop a
mutually agreeable schedule.
Kimley>»Horn
Fee and Expenses
Kimley-Horn will perform the services in Tasks 1 - 7 on a labor fee plus expense basis with the
maximum labor fee shown below.
Task 1 — Project Management
Task 2 — Project Kick-off Meeting
Task 3 — Programs, Services, and Activities Inventory
Task 4 — Facilities Inventory
Task 5 — Transition Plan Development
Task 6 — Public Outreach
Task 7 — Project Meetings
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$4,600
$3,600
$5,500
$7,800
$17,800
$3,700
$8,400
Maximum Labor Fee $51,400
Kimley-Horn will not exceed the total maximum labor fee shown without authorization from the Client.
Individual task amounts are provided for budgeting purposes only. Kimley-Horn reserves the right to
reallocate amounts among tasks as necessary.
Labor fee will be billed on an hourly basis according to our then -current rates. As to these tasks,
direct reimbursable expenses such as express delivery services, fees, air travel, and other direct
expenses will be billed at 1.15 times cost. A five percent (5%) labor fee will be added to each invoice
to cover certain other expenses as to these tasks such as telecommunications, in-house
reproduction, postage, supplies, project related computer time, and local mileage. Administrative
time related to the project may be billed hourly.
Payment will be due within 25 days of your receipt of the invoice and should include the invoice
number and Kimley-Hom project number.
Closure
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to,
the attached Standard Provisions, which are incorporated by reference. As used in the Standard
Provisions, "Kimley-Horn" shall refer to Kimley-Horn and Associates, Inc., and "Client" shall refer to
the Village of Deerfield, IL.
Kimley-Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in a
PDF. We can also provide a paper copy via regular mail if requested. Please include the invoice
number and Kimley-Horn project number with all payments. Please provide the following information:
Kim ey>>> Horn Page 8
Please email all invoices to
Please copy
To proceed with the services, please have an authorized person sign this Agreement below and
return to us. We will commence services only after we have received a fully -executed agreement.
Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter
We appreciate the opportunity to provide these services. Please contact me if you have any
questions.
Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.
Peter Stoehr, P.E.
Senior Project Manager
THE VILLAGE OF DEERFIELD, IL
SIGNED:_ .
PRINTED NAME: D.-ihICI C , 56eirb
TITLE: Nor - iC
DATE: U ar I , Z. 2_3
Client's Federal Tax ID:
Client's Business License No.:
Client's Street Add
Attachment — Standard Provisions
Eric Tracy, P.E.
Associate
KIMLEY-HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
1) Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services
specifically described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn
will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in
writing, the Client shall pay Kimley-Horn for any Additional Services an amount based upon Kimley-Horn's then -
current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house
reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be
billed at 1.15 times cost.
2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
a. Designate in writing a person to act as its representative, such person having complete authority to transmit
instructions, receive information, and make or interpret the Client's decisions.
b. Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and
all standards of development, design, or construction.
c. Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys,
engineering data, environmental information, etc., all of which Kimley-Horn may rely upon.
d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services.
e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within
a reasonable time so as not to delay Kimley-Horn.
f. Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals
and consents from other parties as may be necessary.
g. Obtain any independent accounting, legal, insurance, cost estimating, and feasibility services required by Client.
h. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that affects
Kimley-Horn's services or any defect or noncompliance in any aspect of the project.
3) Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly
executed copy of this Agreement. This Agreement assumes 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 circumstances that Kimley-Horn does not control. If such delay or suspension extends for more
than six months, Kimley-Horn's compensation shall be renegotiated.
4) Method of Payment Client shall pay Kimley-Horn as follows:
a. Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice
will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held
by Kimley-Horn and applied against the final invoice. Interest will be added to accounts not paid within 25 days at
the maximum rate allowed by law. If the Client fails to make any payment due under this or any other agreement
within 30 days after Kimley-Horn's transmittal of its invoice, Kimley-Horn may, after giving notice to the Client,
suspend services and withhold deliverables until all amounts due are paid.
b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kimley-
Horn's invoice within 60 days of receipt, Kimley-Horn may communicate directly with such third party to secure
payment.
c. If the Client objects to an invoice, it must advise Kimley-Horn 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. If the Client objects to only a portion of the invoice, payment for all other portions remains due.
d. If Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its
reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such
expenses shall include the cost, at Kimley-Horn's normal hourly billing rates, of the time devoted to such
proceedings by its employees.
e. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-Horn
may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended
to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed
debt and without prejudicing any right of Kimley-Horn to collect additional amounts from the Client.
5) Use of Documents. All documents and data prepared by Kimley-Horn are related exclusively to the services
described in this Agreement and may be used only if the Client has satisfied all of its obligations under this
Agreement. They are not intended or represented to be suitable for use or reuse by the Client or others on
extensions of this project or on any other project. Any modifications by the Client to any of Kimley-Horn's
documents, or any reuse of the documents without written authorization by Kimley-Horn will be at the Client's sole
risk and without liability to Kimley-Horn, and the Client shall indemnify, defend and hold Kimley-Horn harmless
from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom.
Kimley-Horn's electronic files and source code remain the property of Kimley-Horn and shall be provided to the
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Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are
provided only for the convenience of the Client and use of them is at the Client's sole risk. In the case of any
defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by
Kimley-Horn, the hardcopy shall govern.
6) Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights, trademarks,
trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates ("Intellectual Property") in the
performance of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-Horn
maintains all interest in and ownership of its Intellectual Property and conveys no interest, ownership, license to
use, or any other rights in the Intellectual Property to Client. Any enhancements of Intellectual Property made
during the performance of this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn's
services include providing Client with access to or a license for Kimley-Horn's (or its affiliates') proprietary software
or technology, Client agrees to the terms of the Software License Agreement set forth at httr_s://www.kimley_
horn.com/khts-software-license-agreement ("the License Agreement") which terms are incorporated herein by
reference.
7) Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions
rendered as to costs, including but not limited to the costs of construction and materials, are made solely based
on its judgment as a professional familiar with the industry. Kimley-Horn 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. Kimley-Horn'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 may be terminated by either party
upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with
the terms hereof, or upon thirty days' written notice for the convenience of the terminating party. Kimley-Horn shall
be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable
expenses incurred by Kimley-Horn as a result of such termination.
9) Standard of Care. The standard of care applicable to Kimley-Horn's services will be the degree of care and skill
ordinarily exercised by consultants performing the same or similar services in the .same locality at the time the
services are provided. No warranty, express or implied, is made or intended by Kimley-Horn's performance of
services, and it is agreed that Kimley-Horn is not a fiduciary with respect to the Client.
10) Limitation Of Liability. In recognition of the relative risks and benefits of the Project to the Client and Kimley-
Horn, the risks are allocated such that, to the fullest extent allowed by law, and notwithstanding any other provisions
of this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of
Kimley-Horn and Kimley-Horn's officers, directors, 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 or in any way related to the services under this Agreement from any causes, including but not limited
to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express
or implied, of Kimley-Horn or Kimley-Horn's officers, directors, employees, agents, and subconsultants, shall not
exceed twice the total compensation received by Kimley-Horn under this Agreement or $50,000, whichever is
greater. Higher limits of liability may be negotiated for additional fee. This Section is intended solely to limit the
remedies available to the Client or those claiming by or through the Client, and nothing in this Section shall require
the Client to indemnify Kimley-Horn.
11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
12) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences
due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and
specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client's decision to
obtain bids or proceed with construction before Kimley-Horn has issued final, fully approved plans and
specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans
are fully approved and all permits obtained.
13) Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third -party reliance
letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn
shall not be required to execute certificates, consents, or third -party reliance letters that are inaccurate, that relate
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to facts of which Kimley-Horn does not have actual knowledge, or that would cause Kimley-Horn to violate
applicable rules of professional responsibility.
14) Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to mediation in
accordance with 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 accrual of the cause of action asserted but in no event
later than allowed by applicable statutes.
15) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler, arranger,
contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's services will be
limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for
isolation, removal, or remediation. Kimley-Horn will notify the Client of unanticipated hazardous substances or
conditions of which Kimley-Horn actually becomes aware. Kimley-Horn may stop affected portions of its services
until the hazardous substance or condition is eliminated.
16) Construction Phase Services.
a. If Kimley-Horn prepares construction documents and Kimley-Horn is not retained to make periodic site visits, the
Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client
waives any claims against Kimley-Horn in any way connected thereto.
b. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice and
usage, sequence, schedule, safety programs, or safety practices, nor shall Kimley-Horn have any authority or
responsibility to stop or direct the work of any contractor. Kimley-Horn's visits will be forthe purpose of endeavoring
to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform
to the construction documents prepared by Kimley-Horn. Kimley-Horn 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. Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly
provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the
contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall
indemnify the Client and Kimley-Horn for all claims and liability arising out of job site accidents; and that the Client
and Kimley-Horn shall be made additional insureds under the contractor's general liability insurance policy.
17) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to
anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole benefit of the Client and Kimley-Horn. The Client shall not assign or transfer any
rights under or interest in this Agreement, or any claim arising out of the performance of services by Kimley-Horn,
without the written consent of Kimley-Horn. Kimley-Horn reserves the right to augment its staff with subconsultants
as it deems appropriate due to project logistics, schedules, or market conditions. If Kimley-Horn exercises this
right, Kimley-Horn will maintain the agreed -upon billing rates for services identified in the contract, regardless of
whether the services are provided by in-house employees, contract employees, or independent subconsultants.
18) Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of the project
and to the use by Kimley-Horn of facts, data and information obtained by Kimley-Horn in the performance of its
services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential,
Kimley-Horn shall use reasonable care to maintain the confidentiality of that material.
19) Miscellaneous Provisions. This Agreement is to be governed by the law of the State where the Project is located.
This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior
and contemporaneous negotiations, representations, agreements, or understandings, whether written or oral.
Except as provided in Section 1, this Agreement can be supplemented or amended only by a written document
executed by both parties. Any conflicting or additional terms on any purchase order issued by the Client shall be
void and are hereby expressly rejected by Kimley-Horn. If Client requires Kimley-Horn to register with or use an
online vendor portal for payment or any other purpose, any terms included in the registration or use of the online
vendor portal that are inconsistent or in addition to these terms shall be void and shall have no effect on Kimley-
Horn or this Agreement. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of
such u n enforceability 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 provision or of the
remainder of this Agreement.
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