Loading...
HomeMy WebLinkAboutProfessional Service Agreement with Igo Company for Real Estate Services AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made this )'..t>-dayof ~fl\ . ,2005, by and between the City of Meridian, a municipal corporation organIze tmder the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and The Igo Company, P.O. Box 1551, Boise, Idaho 83701, hereinafter referred to as "IGO", a corporation organized under the laws of the State of Idaho. PREMISES: A. Whereas, City has the need to contract with a real estate professional from time to time for future park and general municipal real property needs; and, B. Whereas, IGO has proposed to contract with CITY on an as-needed basis according to the terms and conditions set forth in this agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services: a. For as-needed services for the acquisition of parkland properties, roo shall perform all services, and comply in all respects, as specified in the document titled "Business Matters for Discussion" dated November 19,2003, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. b. For as-needed services related to future non-parkland municipal real estate acquisition needs, CITY and roo shall negotiate individual task orders. 2. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire on September 30, 2005 unless earlier terminated or extended. The agreement shall automatically be renewed for each successive fiscal year unless otherwise terminated. 3. Indemnification and Insurance: IGO shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred IGO, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. CITY shall indemnify and save and hold harmless IGO from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused by or incurred by CITY, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct ofIGO or its Agreement - Real Estate Acquisition Services - page 1 of 5 employees. This mutual agreement to indemnify and save and hold harmless shall not be limited by any insurance limits and each party covenants and agrees to indemnify and save and hold harmless the other party from and for all such losses, claims, actions, or judgments for damages or liability to persons or property to the extent of liability caused by the party providing indemnification to the party seeking to be indemnified. In addition, IGO shall maintain and specifically agrees that it will maintain, through the term of this Agreement, General Liability insurance, in which CITY shall be named an additional insured and Professional Errors and Omissions in which CITY shall not be named an additional insured in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits herein provided, IGO covenants and agrees to indemnify and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. IGO shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing IGO's compliance with the requirements of this paragraph and file such proof of insurance with CITY. In the event the insurance minimums are changed, roo shall immediately submit proof of compliance with the changed limits. Additionally, IGO shall maintain Workers' Compensation Insurance, in the statutory limits as required by law unless not required by law. 4. Independent Contractor: In all matters pertaining to this agreement, IGO shall be acting as an independent contractor, and neither IGO nor any officer, employee or agent ofIGO will be deemed an employee of CITY. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 5. Compensation: For assigned Parkland acquisition services, IGO shall be compensated pursuant to and as specified in attached Exhibit "A." For non- parkland assignments, consulting fees shall be at the same hourly rate as set forth in Exhibit "A" and shall be credited against any subsequent acquisition commission, if any. Flat fee acquisition commissions for non-parkland acquisitions to be negotiated on a task order basis shall be in the range of 3.5% to 5% of the acquisition budget. 6. Method of Payment: roo will invoice the City of Meridian Accounting Department at 33 East Idaho A venue, Meridian, Idaho 83642 directly for all current amounts earned tmder this Agreement at the end of each month. The CITY will pay all invoices within thirty (30) days after receipt. 7. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed Agreement - Real Estate Acquisition Services - page 2 of 5 8. 9. communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian 33 E. Idaho Avenue Meridian, Idaho 83642 The Igo Company 1. Martin Igo P.O. Box 1551 Boise, ID 83701-1551 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the marmer herein provided. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 10. Assignment: It is expressly agreed and understood by the parties hereto, that roo shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 11. Discrimination Prohibited: In performing the Services required herein, IGO shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Reports and Information: At such times and in such forms as the City may require, there shall be furnished to the City such statements, records, reports, data and information as the City may request pertaining to matters covered by this Agreement. 13. Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all ofIGO's records with respect to all matters covered by this Agreement - Real Estate Acquisition Services - page 3 of 5 Agreement. roo shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 14. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 15. Compliance with Laws: In performing the scope of services required hereunder, IGO shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 16. Changes: The City may, from time to time, request changes in the Scope of Services to be performed heretUlder. Such changes, including any increase or decrease in the amount ofIGO's compensation, which are mutually agreed upon by and between the CITY and roo, shall be incorporated in written amendments to this Agreement. 17. Termination for Cause: If, through any cause, IGO, its officers, employees, or agents fails to fulfill in a timely and proper marmer its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, CITY shall thereupon have the right to terminate this Agreement by giving written notice to IGO of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. In such event, all finished or unfinished documents, data, maps, studies, surveys, drawings, models, photographs and reports prepared by IGO tUlder this Agreement shall, at the option of CITY, become its property, and IGO shall be entitled to receive just and equitable compensation for any work satisfactorily completed heretUlder. Notwithstanding the above, roo shall not be relieved ofliability to CITY for damages sustained by CITY by virtue of any breach of this Agreement by IGO, and CITY may withhold any payments to roo for the purposes of offset until such time as the exact amotUlt of damages due CITY from IGO are determined. This provision shall survive the termination of this Agreement and shall not relieve IGO of its liability to CITY for damages. CITY understands and acknowledges that roo has the right to terminate due to cause instigated by CITY. In that situation, IGO would have the same rights as CITY identified herein. 18. Termination for Convenience of CITY or IGO: CITY or IGO may terminate this Agreement at any time by giving at least fifteen (15) days notice in writing to Agreement - Real Estate Acquisition Services - page 4 of 5 19. 20. 21. 22. Attest: the other Party. If the Agreement is terminated by CITY, roo will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services covered by this Agreement, less payments of compensation previously made. If this Agreement is terminated due to the fault ofIGO or CITY, Section 17 hereof shall apply. Constrnction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State ofIdaho, and the ordinances of the City of Meridian. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN B\~,~ ~ S"ha#l-'" P/ttl"ál.e I Cth¡ ~~ jJrtr/t:ÚI!.-f- dI~Þw.' ~ WILLIAM G. BERG, ., CI Y CLERK Agreement - Real Estate Acquisition Services - page 5 of 5 e'l""~'~ l\Â:" November 19, 2003 To: Doug Strong, Director Parks & Recreation From: J. Martin Igo, CCIM Re: Business Matters for Discussion The following are business matters that are either controlled by state law or municipal philosophy, however, I would suggest that these are sonte of the business matters th.at need to be mutually agreed upon if we are to go forward with an acquisition strategy for the City of Meridian. I. Law of Agency: -enclosed is an Agency Brochure as well as a Buyer's Representation form, both of these forms must be provided to a representative of the City by your agent in each real estate transaction; and, the Agency Brochure is to be provided to any other principal in a real estate transaction, by your Broker/agent, in which the City is involved. -Idaho Law reqlùres certain Agency disclosure language to be in the ¡mrchaseand sale agreement; I would want to meet with legal counsel for the City to discuss this point. 2. Meridian Comprehensive Plan for Park Acquisition: -I would want to discuss your plan for acquisition and détermine priorities for acquisition. -I would want to discuss the City's policy for gifts, donations and park naming rights in order to properly represent these opportLmities to the public. 3. Purchase and Sale Agreement: -1 would want the opportunity to review and possibly suggest modiflcations to the agreement that the City would want their Broker to use in an acquisition. I I i I I 4. Acquisition Business Terms and Conditions: -This is directly related to the type of agreement, but it primarily is a discussion about how to buy property and the business path that Buyer and Seller would follow in a mutually acceptable teal estate transaction. -Items for discussion would include: preferred title company, due diligence process, coordination and coop'eration expected by the Broker with other consultants such as engineers for surveys or environmental assessments, lawyers, appraisers, City Council member with oversight for Parks Department and the procedure for funding acquisitions. 5. Appraisal: -The City of Meridian underslandsthat J. Martin Igo is a licensed real estate broker in the State of Idaho and that he does not have appraiser credentials. -The City of Meridian understands that pursuant to the Idaho Real Estate Appraiser's Act, Mr. Igo is not able to perform appraisals for the City of Meridian. -A copy ofthe act and related information is enclosed. 6. Broker Servi.ces: It is my expectations that my company would perform the following services: -Provide available public information about the subject site -Make contacts with property owners and conduct negotiatipns for a business transaction under terms and conditions acceptable to the City. -Act as a fiduciary representative of the City and exclusively represent the City in property acquisitions that are specifically assigned to my company. -Act as Broker liaison betweelJ City and sub contractors of the City for all matters relating to the acquisition process. Broker will not be responsible for hiring sub contractors or paying their conlracts. -Act as a consultant for the City pursuant to specific assignments. -Acquire property desired by City for park use under business tennsand conditions that are mutually acceptable to City and property owner and that include a due diligence process that includes, but is not limited to, the City's approval of title, environmental and physical conditionofthe property to be acquired. Proposed Fee Schedule: -For neighborhood size parks in the approximate sizeof7 acres -For commullity size parks in the approximate size 0[20 acres -For regional size parks in the approximate size of 40 acres -Consulting Time for selected assignments -$150.00 per hour plus expenses related to the assignment that are approved and budgeted by City. ~Cons.ulting fees would be credited to any subsequent acquisition commission. -Fees would be the lesser of the stated fixed fee or 50% of the real estate commission offered by a Broker who may have property listed that is acquired for a park. -All fees, except cPnsulting fees, would be contingency fees that would only be paid at the closing of a real estate transaction under business terms acceptable to City. 7. $13,500.00 $35,000.00 $50,000.00