HomeMy WebLinkAboutStaff Report 4027
City of Palo Alto (ID # 4027)
City Council Rail Committee Staff Report
Report Type: Meeting Date: 8/22/2013
City of Palo Alto Page 1
Summary Title: Preliminary Cost Estimates for Grade Separation and
Trenching Studies
Title: Recommendation on the Preliminary Cost Estimates for Grade
Separation and Trenching Studies
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends the Rail Committee make a recommendation to the City Council on what
next-steps to take regarding grade separation design services.
Purpose
Hatch Mott McDonald (HMM), an engineering firm, submitted a proposal to the City to study
conceptual grade separation alternatives. This study would assist the City in understanding the
differences in cost and construction (by order of magnitude) between grade separations and
trenching. This understanding would then help the City of Palo Alto facilitate community
dialogue and form a position on the issue, which may help obtain funding. This study is not
intended to determine an ultimate configuration but rather present information on various
options.
Summary and Discussion
At the April 25, 2013 Rail Committee meeting staff presented a fee proposal from Hatch Mott
McDonald (HMM) that outlined the costs associated with doing a 10% design on two grade
separation alternatives. Those two grade separation alternatives were: 1) submerging or
elevating the roadway at Palo Alto’s four at-grade crossings; and 2) depressing the Caltrain
corridor in an extended trench from the south end of the downtown Palo Alto Caltrain station
to approximately San Antonio Road. However, at a cost of $2,614,745.60 to do a 10% design,
the Rail Committee directed HMM to develop a revised proposal. This revised proposal would
include the costs to develop conceptual grade separation alternatives instead of doing a 10%
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design.
At the May 23, 2013 Rail Committee meeting staff presented an updated HMM fee proposal to
develop conceptual grade separation alternatives for the same two scenarios mentioned above.
At that meeting the Rail Committee deferred making a recommendation on the proposed HMM
study because the Caltrain Grade Crossing & Traffic Analysis Final Report had not been released
and the Rail Committee was interested in the results of that report. Since the May 23rd Rail
Committee meeting, the Caltrain Grade Crossing & Traffic Analysis Final Report has been
released. This report, however, does not have any definitive conclusions on where and when
grade separations will be required based on the impacts of future conditions (trains per hour,
population, traffic, etc.).
Attached is the proposal from HMM that outlines their approach to development of the
conceptual grade separation alternatives (Attachment A). The proposal outlines the anticipated
scope of services, study approach, deliverables, fee proposal, and contractual framework to be
expected if the City decides to approve this study.
The result of this change in scope is a reduction in cost from $2,614,745.60 for the study to
$127,550. The study would not be as detailed as the 10% design but would deliver a “relative
concept cost estimate for each alternative.” The most important piece of information obtained
through this analysis would be a clear understanding of the differences in cost and construction
between grade separations and a trench.
Further, HMM was able to break-down the $127,550 figure into two phases. The benefit of a
phased approach is that it allows the Council to decide whether to move forward with a second
phase after hearing the results of the first phase.
If such an approach were selected, the Phase I analysis would evaluate the selected
alternatives, identify potential project impacts for each alternative, and provide concept level
cost estimates for alternative comparison purposes. Phase I would cost approximately $59,790.
The Phase II analysis would develop the selected alternatives to a final concept level, produce
concept design exhibits, provide final order of magnitude project costs for evaluation purposes,
and generate a final feasibility study. Phase II would cost approximately $67,760.
At this level of study, it is assumed that existing grade separations at University Avenue,
Embarcadero Road, Oregon Expressway, and existing creeks would be retained in their current
configuration. Though reconfiguration of these locations will not be included in the study, any
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impacts to these facilities associated with any of the conceptual grade separation alternatives
will be noted.
Therefore, if the Rail Committee recommends HMM study the impacts of trenching the corridor
from the south end of the downtown Palo Alto Caltrain station to approximately San Antonio
Road it should be specified by the Rail Committee what assumptions they are comfortable with
HMM making and what factual information they are comfortable being undetermined at this
point in the analysis. For example, if the Rail Committee recommends HMM study trenching
the corridor from the south end of the downtown Palo Alto Caltrain station to approximately
San Antonio Road, the Rail Committee should specify that they are comfortable having
uncertainties remain about what happens with Oregon Expressway and creeks (understating it
would be discussed at a future time). Alternatively, the Committee may prefer to have HMM
study the costs and impacts associated with bringing Oregon Expressway back to grade and
diverting the creeks at this point in the analysis (understanding that would entail additional
costs).
For discussion purposes, below are several different scenarios the Rail Committee could
recommend HMM study. None of the scenarios below are recommendations. They simply
represent various possible grade separation and trenching configurations HMM could be asked
to study. HMM has indicated that any direction the City can give them prior to undertaking the
study is beneficial, with the understating that additional work outside of the proposed scope of
study will entail additional costs. Some possible scenarios are:
Trenching the corridor from Embarcadero to approximately San Antonio (with or without
analysis of the impacts of such on the Oregon undercrossing, creeks, and/or the
California Avenue station)
Submerging the roadway at the following four grade crossings: 1) Alma; 2) Churchill;
3) Meadow; and 4) Charleston
Submerging the roadway at the following three grade crossings: 1) Churchill; 2) Meadow;
and 3) Charleston, while leaving Alma at-grade
Submerging the roadway at Churchill and trenching the corridor from Oregon to
approximately San Antonio (with or without analysis of the impacts of such on creeks),
while leaving Alma at-grade
Submerging the roadway at Churchill and trenching the corridor only enough to
underpass the Meadow and Charleston crossings (with or without analysis of the
impacts of such on creeks), while leaving Alma at-grade
*Please note that elevating the roadway could be studied at any location where the roadway is
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submerged but elevating the roadway tends to have a larger footprint than submerging the
roadway and significant visual impacts.
Currently, $64,688.33 is remaining in a contract with HMM for on-call engineering design.
Therefore, Phase I could be completed with existing funds. The City Council would have to
appropriate an additional $62,861.67 for Phase II of this work.
Attachments:
A - HMM Design Fee Proposal for the City of Palo Alto Rail Analysis Study_5-21-2013
(PDF)
City of Palo Alto
Rail Analysis Study – Design Fee Proposal
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
Table of Contents
1.0 Anticipated Scope of Services ............................................................................................ 1
2.0 Study Approach .................................................................................................................. 2
2.1 Study Assumptions ............................................................................................................. 2
2.2 Study Team ......................................................................................................................... 3
2.3 Study Approach ................................................................................................................... 6
3.0 Deliverables ........................................................................................................................ 7
4.0 Fee Proposal ...................................................................................................................... 7
5.0 Contractual Framework ..................................................................................................... 9
Appendix A – Fee Proposal Breakdown
Appendix B – HMM Standard Terms & Conditions
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
1
1.0 Anticipated Scope of Services
The City of Palo Alto (City) has requested that Hatch Mott MacDonald (HMM) provide a scope and fee
estimate to provide engineering services to develop conceptual grade separation alternatives between
vehicular traffic and a fully electrified Caltrain Service at four locations within the limits of the City.
Services to be provided will include the following:
Phase 1:
Alternative evaluation and draft concept exhibits to identify potential project impacts to -
roadways, right of way, traffic, and the railway corridor.
Draft concept level cost estimates for alternative comparison purposes.
Attend one City Council Rail Committee meeting.
Phase 2:
Development of selected alternatives to a final concept level.
Final concept design exhibits including impacts to roadways, right of way, traffic, major utilities,
railway corridor, and from construction staging.
Final order of magnitude project costs for evaluation purposes.
Final feasibility study report
Attend a total of two public meetings (one City Council Rail Committee meetings and one City
Council Meeting) to present the alternatives and obtain input.
This scope and fee estimate is provided for conceptual grade separation alternatives at the following
four locations:
Alma Street/Palo Alto Avenue
Churchill Avenue
Meadow Drive
Charleston Road
It is assumed that existing grade separations at University Avenue, Homer Avenue, Oregon Expressway,
Embarcadero Road, and existing creeks would be retained in their current configuration. Though
reconfiguration of these locations will not specifically be included in the study, any impacts to these
facilities associated with any of the conceptual grade separation alternatives will be noted.
At each crossing location HMM will investigate potential grade separation methods involving taking the
Caltrain corridor under the existing crossing roadway, taking the crossing roadway under Caltrain, or
partially raising of one system in conjunction with partially lowering the other system.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
2
The proximity of Meadow Road and Charleston Road, and limitations on maximum freight rail grades
may necessitate a single solution at this location.
2.0 Study Approach
2.1 Assumptions
The predicted level of effort associated with the study and the corresponding fee proposal are based
upon a number of primary assumptions as identified below.
Caltrain service will be electrified prior to performing the grade separation. Caltrain will remain
operational throughout the duration of the construction
Limited freight service will continue to operate on the Caltrain corridor.
Alma Street may be used in part for the construction of shoo-fly tracks.
The following documents will be used as the basis of the study:
o Rail design will be based upon published Caltrain Design Criteria and Standards:
http://www.caltrain.com/about/doingbusiness/engineering/engineeringstandards.html
o The Caltrain Standards will be supplemented by the January 2007 Draft Criteria Manual
Electrification Program
o Overhead contact system configuration will be per Caltrain General Arrangements:
http://www.caltrain.com/about/doingbusiness/engineering/Electrification/OCS_General_Ar
rangement.html
o Criteria for streets and roadways will be based upon City of Palo Alto Municipal Code, City
Standards, planning requirements and Caltrans standards:
http://www.amlegal.com/nxt/gateway.dll/California/paloalto_ca/paloaltomunicipalcode?f=
templates$fn=default.htm$3.0$vid=amlegal:paloalto_ca
http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=1834&TargetID=145
http://www.dot.ca.gov/hq/esc/techpubs/
o California Public Utilities Commission (CPUC) General Orders:
http://www.cpuc.ca.gov/PUC/documents/go.htm
Base mapping, right of way boundaries and existing utilities mapping information will be made
available by the City.
Existing geotechnical data and engineering recommendations reports for existing grade
separation projects, and other relevant building, utility, other projects or study information
adjacent to the existing Caltrain alignment will be made available by the City.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
3
Requirements for maintenance of traffic and ultimate traffic lane configurations will be as
provided by or as agreed with the City.
Property valuations for identified right of way takes or temporary impacts for the various
options will be provided by the City.
Coordination with rail regulatory agencies such as, but not limited to —California Public Utilities
Commission, The Federal Railroad Administration, and the Federal Transit Agency, is not
necessary at this conceptual stage.
Public Meetings would be facilitated by the City and attended by the PM and key project staff.
2.2 Study Team & Scope
The study scope of services requires input from a multidisciplinary design team involving civil/rail,
structural, and estimating services. The proposed level of effort for project management and each of the
engineering disciplines is described below.
Project Manger
HMM will provide a project manager (PM) to oversee and coordinate the study effort. The PM will be
experienced in planning, design and construction of rail and civil infrastructure and will oversee and
direct the work of the study. The PM will have overall responsibility for HMM’s performance relative to
schedule, budget, and quality of the deliverable products. The PM will be the principal point of contact
between the City and HMM, and will attend meetings with the City and its Rail Committee.
Engineering Staff
Each discipline engineer will be responsible for the development of aspects of deliverables relative to
their discipline – be it sections of study reports, development of exhibits, or provision of take-off
quantities in support of cost estimating.
Civil/Rail Engineer
The civil/rail engineer will be responsible for identifying impacts to rail operations and capacity for each
of the alternatives and for establishing concept level temporary requirements involving single tracking
and/or shoo-fly construction, and permanent requirements for the rail configuration for each of the
alternatives.
The civil engineer will be responsible for establishing the extent of any impacts associated with right of
way, utilities and streets and roadways for each of the alternatives. The civil engineer will develop
conceptual level construction sequencing for options involving grade separations and, in conjunction
with the structural engineer, will develop a series of sketches which support the feasibility of the
construction sequence.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
4
Structural Engineer
The Structural Engineer will develop structural conceptual level configurations for each of the grade
separation alternatives for both temporary and permanent construction.
Cost Estimator
The cost estimator will be responsible for the preparation of the cost estimate, including the estimate
basis, assumptions, and appropriate levels of contingency and accuracy. The estimator will work with
the engineers to prepare appropriate costs for significant items based upon ongoing or recently bid
similar work. The cost estimates for each alternative will be used for relative alternative comparison
only. The cost estimates for each of the options will form an Appendix to the study report.
Estimating support will be required to identify appropriate pricing for any necessary right of way
acquisition for temporary or permanent purposes.
Quality Assurance/Quality Control
In keeping with HMMs commitment to Quality HMM deliverables will be peer reviewed by Senior
Personnel for technical accuracy and to ensure compliance with quality HMM’s Integrated Management
Systems.
2.3 Study Approach
Our approach to the delivery of the study upon Notice to Proceed is as follows:
Phase 1:
Meet with City staff to gather existing available information, discuss apparent constraints, and
review initial concepts and preferred solutions.
Prepare initial draft of alternative concepts with ‘felt pen’ type Exhibits.
Prepare draft concept level cost estimates for alternative comparison purposes.
Meet with City Council Rail Committee and City staff to agree upon which alternatives are to be
developed in study and to what level they will be developed.
Phase 2:
Prepare concept level exhibits for each developed alternative and cost estimates.
Meet with City Council Rail Committee and City staff to discuss initial findings, concepts, and
gather input.
Prepare Final Concept Exhibits.
Meet with City Council Rail Committee and City staff to finalize study and design exhibits.
Update Final Concept Exhibits Draft Feasibility Study.
Attend City Council presentation to provide status and gather input.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
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Compile Concept Exhibits and estimates; prepare Final Feasibility Study with summary text
documenting the process, and forward final deliverables to City.
The Feasibility Study Submittal will include a concept design report summarizing the work of the study,
exhibits, and relative concept cost estimate for each developed alternative. Deliverables will be provided
in native and pdf electronic formats.
3.0 Deliverables
The following deliverables will be provided in support of each phase of the study:
Phase 1:
Monthly progress reports, submitted with invoices
Draft Concept Exhibits
Draft Concept Cost Estimates
The anticipated project duration from Notice to Proceed for Phase 1 through delivery of the Draft
Concept Exhibits and Cost Estimates is approximately 2 1/2 months.
Phase 2:
Final Concept Exhibits
Final Concept Level Cost Estimates
Final Feasibility Study Report
The anticipated project duration from Notice to Proceed for Phase 2 through delivery of the Final
Concept Study and Exhibits is approximately 2 1/2 months.
4.0 Fee Proposal
The breakdowns of proposed hours by staff, labor rates, overhead rate, proposed fee and estimated
direct costs for each phase of work are included as Appendix A. Costs are based upon 2013 labor rates.
Assumptions related to the fee proposal are as follows:
Work will be performed in two phases. Work for each phase will commence upon receipt of a
Notice to Precede from the City for each phase.
Fee proposal is typically based upon an assumed level of participation for each of the identified
disciplines over the expected duration of the study as follows:
Sufficient data exists or will be provided by the City of Palo Alto for aerial
topography/background information, right of way mapping and utility mapping to prepare
exhibits required for three meetings and concept designs.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
6
Final Concept Exhibits for each alternative are estimated as follows:
o One plan exhibit per location comprised of: existing conditions, proposed layout, right of
way boundaries and potential right of way impacts, major utility impacts, and
traffic/pedestrian circulation.
o One profile/section exhibit comprised of: conceptual profile of both rail line and street
crossing, conceptual typical section of both rail line and street crossing with conceptual
retaining wall/structure approach.
o One plan exhibit per location comprised of: conceptual staging and construction
sequencing plan for both rail line and street crossing.
5.0 Contractual Framework
HMM is prepared to undertake the assignment on either a time and materials or lump sum basis at the
discretion of the City. A copy of our standard terms and conditions are included as Appendix B for City
review and use. We are prepared to execute our standard agreement upon receipt of notice of City
Approval of our proposed scope of services and budget.
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
Appendix A - Fee Proposal Breakdown
Principal-in-
Charge
Project
Manager
Civil/Rail
Engineer Civil Engineer Structural
Engineering
Cost
Estimator QA
300.00$ 255.00$ 165.00$ 120.00$ 120.00$ $200.00 255.00$
1 Project Management 10 10 20
2 1 Meeting 2 2 16 20
3 Draft Concept Exhibits 8 24 80 120 40 40 8 320
Hours 20 36 80 136 40 40 8 360
Sub-total Labor 6,000.00$ 9,180.00$ 13,200.00$ 16,320.00$ 4,800.00$ 8,000.00$ 2,040.00$ 59,540.00$
Other Direct Costs: Reproduction, travel to meetings etc. 250.00$
59,790.00$
1 Project Management 10 10 20
2 2 Meetings 4 4 24 32
3 Final Concept Exhibits 8 16 40 60 20 4 148
4 Final Feasibility Study Report 16 20 40 80 20 12 188
Hours 38 50 80 164 20 20 16 388
Sub-total Labor 11,400.00$ 12,750.00$ 13,200.00$ 19,680.00$ 2,400.00$ 4,000.00$ 4,080.00$ 67,510.00$
Other Direct Costs: Reproduction, travel to meetings etc. 250.00$
67,760.00$
500.00$
127,550.00$
Task Totals
Staff Member & Basic Hourly Rate
City of Palo Alto
Rail Analysis Study – Design Fee Proposal
Ph
a
s
e
1
Ph
a
s
e
2
Phase 1 Total
Phase 2 Total
ODC Total
Study Total
City of Palo Alto
Rail Analysis Study – Scope of Services & Fee Proposal
Appendix B – HMM Standard Terms and Conditions
Hatch Mott
MacDonald
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GENERAL TERMS AND CONDITIONS
Article 1 - Implementation of the Purchase Order: ____________________(“HMM”) hereby engages ___________ (“Consultant”) and
Consultant agrees, in accordance with the terms of this Purchase Order including the specifications, if any, to perform professional consulting
services (“Services”) as specified herein and to same to completion in accordance with applicable laws, rules, and regulations. Upon the
agreement of both parties , HMM and Consultant may negotiate and enter into a Professional Engineering Services Agreement if the level of
Services or price increases beyond the scope of this Purchase Order. The Agreement shall include this Purchase Order. Article 2 - Standard of Care Consultant shall perform its Services in accordance with that same standard of care practiced by reasonable and prudent professional engineers providing the same or similar services in the same geographic locality. Consultant does not guarantee the accuracy of any estimates of costs of construction that may be requested and shall not be responsible for any costs incurred exceeding any such estimates. Consultant shall not be responsible for site safety. Article 3 - Payment 3.1 Consultant may invoice HMM in accordance with the Schedule of Rates, if any, attached. HMM shall pay Consultant for each invoice within the time specified therein, or if no time is specified, within thirty (30) days of the date of the invoice. 3.2 If any item or part of an item of an invoice of Consultant is disputed or subject to question by HMM, the payment by HMM of that part of the invoice which is not contested shall be withheld on those grounds. The undisputed amounts shall be paid in accordance with this Purchase Order. Article 4 - Reports and Deliverables 4.1 Upon receipt of final payment any reports or deliverables will become the property of HMM whether the Project is to be proceeded with or not. The copyright of the Reports shall be and remain with Consultant. Consultant hereby grants a non-exclusive assignable license under such copyrights to HMM to construct the Project. 4.2 Reports, deliverables, or memoranda issued to HMM or otherwise resulting from any assignment hereunder are not to be used in whole or in part outside of HMM’s organization or provided to third parties (including but not limited to being used or provided in connection with any sale or offering for sale of securities, including without limitation stock, bonds, notes or any other instruments or transactions which call for invest-ments, loans or other transfers of money) without the prior written approval of Consultant.. Article 5 - Extra Services HMM shall have the right to request Consultant to perform services in connection with the Project that are in addition to the Services (“Extra Services”) and Consultant may, subject to agreement on the payment for such Extra Services, agree to perform such Extra Services, such agreement not to be unreasonably withheld. Consultant shall be paid by HMM for the performance of Extra Services on the same basis and at the same times as Consultant is paid for the Services unless the basis of payment for the Services is a fixed fee in which case the parties shall agree to an equitable adjustment on the fixed fee. Article 6 - Confidential Information 6.1 Consultant shall not disclose any confidential information of HMM relating to the Project communicated to or acquired by Consultant in the course of carrying out the Services which if known by others would have a material and adverse affect on the business and operations of HMM. Consultant shall use such confidential information only for purposes that relate to the performance of the Services and not for any other purpose without the consent of HMM. Similarly, HMM shall not disclose any confidential information of Consultant communicated to or acquired by HMM except as may be required by others who are performing work or services in connection with the Project and who have entered into a confidentiality agreement satisfactory to Consultant. 6.2 Confidential information shall not include any information which (a)w as at the time of disclosure or thereafter became part of the public domain through no act or omission of Consultant or HMM; or (b) became available to Consultant or HMM from a third party who did not acquire such confidential information under an obligation of confidentiality either directly or indirectly from Consultant or HMM; or (c) was known to Consultant at the time of disclosure thereof by HMM and vice versa; or (d) was required to be disclosed by law. Article 7 - Insurance Consultant shall obtain and maintain the following types and amounts of insurance coverage: workers compensation-statutory; commercial general liability $1million per occurrence/aggregate; automobile liability $1 million per occurrence/aggregate; professional errors and omissions $1 million per claim/aggregate on a claims made basis. Article 8 - Limitation of Liability and Waiver of Damages Notwithstanding anything else to the contrary herein, the liability of either party to the other under this Agreement (whether by reason of breach of contract, tort or otherwise, including under any applicable indemnification provisions) shall be limited to the greater of: (a) the amount of service fees paid to Consultant under this Agreement; or (b) the amount of professional liability insurance posted by Consultant at the time of execution of this Agreement. In addition, HMM and Consultant hereby waive their respective rights to any and all claims against each other for special, indirect or consequential damages of any nature whatsoever, arising out of or in any way related to the services to be performed under this Agreement. Article 9 – Indemnifications Consultant agrees to indemnify and hold harmless HMM against all claims, demands, suits, judgments, liabilities, costs and reasonable attorney fees, arising out of the errors, omissions or negligent acts, breach of contract or wrongful misconduct of the Consultant. This obligation shall include, without limitation, all claims and liens by any and all of Consultant’s contractors, agents and employees. In addition, the Consultant shall pay any and all attorneys’ fees, expenses, and costs incurred by HMM which relate to the enforcement of the indemnity conditions and obligations of the Consultant, including without limitation the additional insured protection and other insurance obligations of Consultant, under the Agreement Article 10 - Termination 10.1 HMM may, at its option, terminate this Agreement upon written notice in the event the Consultant becomes insolvent, or a receiver is appointed on account of its insolvency or it enters into an arrangement for the benefit of its creditors. 10.2 HMM shall be entitled to terminate this Agreement on 15 days written notice Consultant in the event the Consultant is in material default of its obligations pursuant to this Agreement and such default have not been cured within 15 days following receipt of written notice of such default. Article 11 - Force Majeure If either party is impacted in whole or in part by any event of force majeure including without limitation any act of God, war, riot, labor dispute, change in law, terrorism, civil commotion or unrest, flood, strike, fire, or any cause beyond the control of such party (except for financial inability), then such Party so impacted shall be relieved of its obligations herein. Any party so impacted in whole or in part by force majeure shall promptly give the other party notice of the force majeure event including reasonably full particulars in respect thereof. Any
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party so impacted shall also be entitled to an equitable adjustment of the Agreement, which may include an increase in price, extension of time or other equitable relief as in good faith is reasonable, appropriate and supportable. Article 12 – Notice Any notice, request, order, statement or other communication required or permitted to be given hereunder shall be in writing and may be given by delivery to an officer of the other party or by mailing the same by first class mail, postage prepaid, addressed to the other party, to the addresses shown on the last page of this Purchase Order. Notice given by facsimile transmission or telex shall be deemed to have been given on the day of transmittal, if transmitted during normal business hours, or on the next business day if transmitted outside of normal business hours. Notice given by mail shall be deemed to have been given on the fifth business day after mailing. Article 13 - General 13.1 This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings or agreements either written or oral made or exchanged between the parties prior to the execution of this Agreement. 13.2 Consultant may not assign this Agreement except with the consent of HMM, which consent shall not be unreasonably withheld.. 13.3 This Agreement shall be governed by and construed in accordance with the laws of the state of New Jersey. Before submitting a dispute to the courts, the parties agree to submit such dispute to senior management to attempt to resolve the dispute. 13.4 Nothing in this Agreement shall create or shall be construed so as to create the relationship of principal and agent between HMM and Consultant, and for all purposes Consultant shall be an independent contractor in performing the Services. 13.5 No waiver by either party hereto of any breach of any of the covenants herein contained shall take effect or be binding upon that party unless the same be expressed in writing and any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other future breach. 13.6 The invalidity of any provision or unenforceability thereof shall not affect the validity or enforceability of any other provisions hereof. 13.7 The provisions of Articles 1, 2, 3, 6 (Article 6 for a period of Five (5) years), 8 and 12 shall survive the suspension or termination of this Agreement.
NAME OF CONSULTANT HATCH MOTT MACDONALD, LLC
By:_________________________________________ By:_______________________________________
____________________________________________
Print or Type Name
____________________________________________
Title
Dated:_______________________________________ Dated:____________________________________