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Professional Service Agreement with The Land Group for Architectural Design for Settler's Village SquareAGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 14th day of December , 2007, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and The Land Group, Inc., hereinafter referred to as "CONSULTANT", whose business address is 462 East Shore Drive, Suite 100, Eagle, I'D 83616. INTRODUCTION Whereas, the City has a need for services involving Architectural Design Services ; and WHEREAS, the Consultant is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Scope of Services: 1.1 CONSULTANT shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified in the document titled "Scope of Services" 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. 1.2 All documents, drawings and written work product prepared or produced by the Consultant under this Agreement, including without limitation electronic data files, are the property of the Consultant; provided , however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Consultant may copyright the same, except that, as to any work which is copyrighted by the Consultant, the City reserves a SETTLER'S VILLAGE SQUARE — page 1 of 17 royalty -free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Consultant shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform it's work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Consultant and any reports or opinions prepared or issued as part of the work performed by the Consultant under this Agreement, Consultant makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the consultant at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The Consultant shall be compensated on a Lump Sum basis as provided in Exhibit B "Payment Schedule" attached hereto and by reference made a part hereof. 2.2 The Consultant shall provide the City with a monthly statement, as services warrant, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Consultant. 2.3 Except as expressly provided in this Agreement, Consultant shall not be entitled to no receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including , but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Consultant shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, SETTLER'S VILLAGE SQUARE — page 2 of 17 retirement benefits, paid holidays or other paid Leaves of absence of any type or kind whatsoever. 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services, September 30, 2008 or unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of Consultants business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an employee of CITY. Except as expressly provided in Exhibit A, Consultant has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 4.2 Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Consultant in fulfillment of this Agreement. 5. Indemnification and Insurance: CONSULTANT 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 and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONSULTANT, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONSULTANT shalt maintain, and specifically agrees that it will maintain, throughout the term of this SETTLER'S VILLAGE SQUARE — page 3 of 17 Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Professional Liability / Professional errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance , in the statutory limits as required by law.. 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, CONSULTANT covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Consultant or Consultant's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONSULTANT shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONSULTANT'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Consultant begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, CONSULTANT shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. 6. 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 communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 The Land Group, Inc. Attn: Dave Koga 462 East Shore Dr, Suite 100 Eagle, ID 83616 SETTLER'S VILLAGE SQUARE — page 4 of 17 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. 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. 9. 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 CONSULTANT 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, CONSULTANT shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Reports and Information: 12.1 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. 12.2 Consultant shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. SETTLER'S VILLAGE SQUARE — page 5 of 17 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 of CONSULTANT'S records with respect to all matters covered by this Agreement. CONSULTANT 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, CONSULTANT 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 hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorporated in written amendments to this Agreement. 17. Termination: If, through any cause, CONSULTANT, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONSULTANT under this Agreement shall, at the option of the CITY, become its SETTLER'S VILLAGE SQUARE — page 6 of 17 property, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONSULTANT, and the CITY may withhold any payments to CONSULTANT for the purposes of set-off until such time as the exact amount of damages due the CITY from CONSULTANT is determined. This provision shall survive the termination of this agreement and shall not relieve CONSULTANT of its liability to the CITY for damages. 18. Construction 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. 19. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from it's attorney's or the opportunity to seek such advice. 19. 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. 20. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. SETTLER'S VILLAGE SQUARE — page 7 of 17 CITY OF MERIDIAN THE LAND GROUP, INC /l BY: 1 ! TAMMY de VERD, MAYOR BY: ` I Nyw�.14 p ,,,,►►►►►►►,,, Attest: 131 AL _ WILLIAM G. BERG, A., CI Y CLLR 9sl • 4�q. '"",#googol teceaaaape Approved as to Content BY: KEITH WATTS, PURCHASING AGENT Dated: 12 — ` 7- 0 `7 Approved as to Form CITY ATTORNEY Depart nt Approval BY: NAME: �fl'1P�va- St�cicl o �3 �a v� TITLE: Dated: V2., � I? J o-1 SETTLER'S VILLAGE SQUARE — page 8 of 17 Attachment A SCOPE OF SERVICES PROJECT DESCRIPTION The project consists of Landscape Architectural and Civil Engineering Design Services and Construction Documents for the approximately 8.35 acre South East corner of the existing 58 acre Settlers Park. This corner is made up primarily of two separate areas on the east and west side of the existing water tank adjacent to the intersection of Ustick Rd. and Meridian Rd. Improvements on the west side of the water tank consist primarily of tennis and horseshoe facilities along with the completion of the parking lot adjacent to the Meridian Youth Baseball improvements. Improvements on the east side of the water tank consist primarily of a community gathering space and plaza with a community multi-purpose building. II. SCOPE OF SERVICES General 1. In developing the various phases of the project documents, The Land Group, Inc. shall use its best efforts to coordinate its services with other project design team consultants retained by the Client. Task 1.0: Project Coordination 1.1 Establish a work plan and project schedule. 1.2 Identify City project manager and key City staff. 1.3 Work with City staff to establish construction budget parameters. 1.4 Identify required approvals and permitting. 1.5 Attend regular coordination meetings with City staff. Task 2.0: Programming and Schematic Design 2.1 Review and revise approved Master Plan based on City staff requested programming changes. SETTLER'S VILLAGE SQUARE — page 9 of 17 2.2 Prepare an AutoCAD base plan for proposed 8.35 acre improvement area. 2.3 Prepare Schematic Plan for the 8.35 acre improvement area. The schematic plan shall include all park elements and facilities, tennis court layout, parking lots, walkways, building pad location and plaza space. 2.4 Prepare Preliminary Statement of Probable Construction Costs based on the schematic plan. 2.5 Present the schematic plan and cost estimate to City staff. Utilize these documents to formalize the phase 1 improvements. 2.6 Receive and address review comments from City staff. Task 3.0: Design Development 3.1 Meet with City staff to determine specific program requirements for community building in order to site and size the building pad appropriately. 3.2 Based on the approved Schematic Plan, prepare Design Development Submittal for the site improvements. The design development plans shall illustrate the character, size and locations of the proposed elements including tennis facilities, horseshoe pits, parking lot design, pavement designs, sections, site furnishings, site utility design, site lighting, irrigation and landscape design concepts. 3.3 Prepare preliminary program and community building total square feet for sizing of building pad. 3.4 Prepare design development package that includes preliminary construction details, materials, and/or product manufacturer's catalog cut sheets. The intent of this package is to develop/establish the design theme for the project. 3.5 Prepare updated Statement of Probable Construction Costs based on the design development plan and package. 3.6 Present the design development plan and package and cost estimate to City staff. 3.7 Receive and address review comments from City staff. Task 4.0: Construction Documents 4.1 Prepare Construction Documents (plans, specifications and bid documents) based on the approved Design Development pians and submittal package. SETTLER'S VILLAGE SQUARE — page 10 of 17 4.2 Construction Document Plans to include: a. Cover Sheet b. Site Layout Plan C. Site Materials Plan d. Grading, Storm Water Drainage and Utility Plans e. Storm Water Pollution Prevention Plan f. Irrigation Plan g. Planting Plan h. Electrical Plan i. Construction details for all proposed work 4.3 Prepare technical specifications for proposed work, including Bid Documents with quantities for a unit price construction contract and Division One front end documents. 4.4 Submit 75% construction drawing set including specifications to City staff for review. Address review comments. 4.5 Submit 100% construction drawing set and specifications to City staff for review. Address final review comments. 4.6 Submit Final construction drawings for City approval and associated utility agency approvals, including processing and obtaining a City Building Permit, Certificate of Zoning Compliance, Public Works and DEQ. Task 5.0: Bidding 5.1 The City shall advertise for bids. The contract documents shall be available for pick-up at The Land Group, Inc. office. 5.2 Attend pre-bid conference and provide any other required bidding consultation to the City. 5.3 Answer Contractor's questions during bidding and prepare clarifications and addenda as required. 5.4 Assist staff in appraising bid proposals. 5.5 The City shall prepare the Contractor's contract and acquire appropriate signatures. SETTLER'S VILLAGE SQUARE — page 11 of 17 Task 6.0: Construction Observation 6.1 Attend pre -construction conference. 6.2 Review and approve, or take appropriate action on, material and product submittals, substitutions and/or equal submittals and shop drawings. 6.3 Visit the project site weekly to become familiar with the progress and quality of construction and to determine, in general, if the construction is proceeding in accordance with The Land Group's design intent and conforming to the construction documents. On the basis of these observations, The Land Group shall keep the City informed of the progress of construction. The Land Group shall not be responsible for the safety of the construction site, construction means, methods, techniques, sequences or procedures and shall not be responsible for the Contractor's errors or omissions or failures to carry out the work in accordance with the contract documents. 6.4 Render any interpretation or clarification necessary for the proper execution or progress of the work. 6.5 All communication with the Contractor and site visits shall be documented in written form and transmitted to City staff. 6.6 Provide site observation walk-through and prepare 'punch list' of items to be corrected and/or completed before project maintenance period can commence. 6.7 Provide final acceptance observation and issue Notice of Final Acceptance for City authorization. 6.8 The City shall be responsible for providing under this task: a. Full-time construction administration services. b. All compaction and material testing shall be provided by the City or an independent testing lab retained by the City. C. Compliance and administrative requirements related to labor laws, prevailing wages, etc. d. Verify the quantities and amounts owed to the Contractor based on the progress of work and the Contractors' Payment requests. The Land Group shall review the Payment Requests and transmit to the City for final authorization and payment. Task 7.0: Site topographic Survey 7.1 Provide spot grades at 50 -foot intervals across the entire site and as necessary SETTLER'S VILLAGE SQUARE — page 12 of 17 to map the visible improvements and topographic features. Visible improvements shall include walls, visible surface indications of underground utilities utility paint marks, trees, walkways, asphalt limits, concrete limits, curb and gutter, irrigation structures, signage, etc. 7.2 Contact Digline for paint markings on known utilities. 7.3 Provide boundary survey based on field survey and current Warranty Deed. Warranty Deed shall be provided by the Owner. 7.4 Provide site, grade and utility information for the west side of Meridian Rd. and the north side of Ustick Rd. adjacent to the proposed improvement area. a. Site information shall include: front and back edge of concrete sidewalk, individual trees, and any other built elements. b. Grade information shall include: concrete sidewalk elevation, berm grades and any other hard surface grades. C. Utility information shall include: visible or paint marked locations of all dry and/or wet utilities. 7.5 Provide site information for the west and north boundary of the proposed improvement area including all visible site improvements, grading and utilities. 7.6 Prepare topographic map and record information of utilities from as -built drawings or utility paint marks. 7.7 All survey information shall extend beyond the improvement boundary a sufficient distance to include the information noted above. III. EXCLUSIONS TO SCOPE OF SERVICES The Client shall provide the following information or services as required for performance of the Scope of Services. The Land Group, Inc. assumes no responsibility for the accuracy of such information or services and shall not be liable for errors or omissions therein. Should The Land Group, Inc. be required to provide services in obtaining or coordination compilation of this information, such services shall be charged as Additional Services. 1. Geotechnical investigation and soils report and field observations. 2. Design revisions after approval to proceed with construction documents. If design revisions are requested, The Land Group, Inc. will perform the revision after receiving written authorization. 3. Discovery or removal procedures for hazardous waste, wells, underground tanks or archaeological artifacts. 4. Site retaining walls (higher than 3'). SETTLER'S VILLAGE SQUARE — page 13 of 17 5. Full-time construction observations services, testing and construction staking. 6. Water rights review or application. 7. Construction Management Services 8. Architectural design and Structural design. 9. Tree Survey/Arborist Report. 10. The preparation of construction documents for civil improvements within the right of way of Ustick Rd. or Meridian Rd. specifically; curb & gutter, storm drainage system and street widening. 12. Permit, plan checking, inspection and other agencies fees, including Utility services/connection and application fees. IV. FEE PROPOSAL Task 1.0: Project Coordination $4,535.00 Task 2.0: Programming and Schematic Design $9,470.00 Task 3.0: Design Development $21,175.00 Task 4.0: Construction Documents $35,880.00 Task 5.0: Bidding $4,735.00 (phase 1 only) Task 6.0: Construction Observation $14,205.00 (phase 1 only) Total Project Fees: Task 7.0: Site Topographic Survey Task 8.0: Reimbursable Expenses only) V. COMPENSATION TERMS $90,000.00 $6,800.00 $1,000.00 (Not to Exceed: phase 1 Compensation for additional services is not included under this proposal and shall be on a time and expense basis in accordance with the following: PRINCIPAL LANDSCAPE ARCHITECT $105.00 per hour PLANNER $95.00 per hour PROJECT MANAGER / LANDSCAPE ARCHITECT $85.00 per hour LANDSCAPE ARCHITECT IN TRAINING $75.00 per hour SETTLER'S VILLAGE SQUARE — page 14 of 17 PRODUCTION MANAGER/CAD DRAFTING $65.00 per hour PROFESSIONAL CIVIL ENGINEER $105.00 per hour PROFESSIONAL LAND SURVEYOR $95.00 per hour PROJECT MANAGER/CIVIL ENGINEER 1 $85.00 per hour SURVEY: 2 MAN CREW WITH GPS $165.00 per hour GRAPHICS DESIGNER $85.00 per hour CLERICAL $40.00 per hour Fees for Professional Services shall be billed monthly for progress payment based upon percentage of work completed. Reimbursable Costs shall be billed with fee invoices. SETTLER'S VILLAGE SQUARE — page 15 of 17 VI. ADDITIONAL SERVICES When specifically requested., work not described above shall be performed as additional services. This work may include, but is not limited to: 1. Making revisions in drawings, specifications or other documents, or preparing change order documents, when such revisions are due to causes beyond the control of our firm. 2. Design revisions after securing Owner approvals to proceed. If design revisions are requested, The Land Group will perform the additional services after receiving written authorization. 3. Providing additional site observations. 4. Providing any other services not specifically included in this proposal. VII. ADDITIONAL CONTRACT INFORMATION Standard of Care/Construction Changes The Land Group, Inc. will follow the professional standards of care expected of a landscape architect and civil engineer licensed and practicing in the State of Idaho. The owner acknowledges that in the performance of services, as defined in this agreement, the landscape architect, civil engineer and his consultants are expected to meet the standard of care as defined by the State of Idaho. The owner acknowledges that this standard of care does not imply or represent that the contract documents produced by the landscape architect, civil engineer and his consultants will be 100% free from inconsistencies, conflicts, or discrepancies and does not guarantee that 100% of the elements of the project are included. The owner understands that since the landscape architect, civil engineer and his consultants can not produce 100% accurate documents, that construction changes will occur and the changes may cost above the original contract price between the owner and the Contractor. These changes are in addition to any changes required due to unseen or hidden conditions, changes in the codes or regulations and any owner directed changes. The owner will establish a construction contingency to fund construction changes. All costs or credits associated with construction changes will be handled by a modification to the original contract between the owner and the Contractor. SETTLER'S VILLAGE SQUARE — page 16 of 17 Attachment B PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $97,800 excluding travel expenses. Fees will be billed monthly per the following schedule of values based upon percentage of work completed. Reimbursable Costs shall be billed with fee invoices. TASK DESCRIPTION AMOUNT 1.0 Project Coordination $4,535.00 2.0 Programming & Schematic Design $9,470.00 3.0 Design Development $21,175.00 4.0 Construction Documents $4,735.00 5.0 Bidding $14,205.00 6.0 Construction Observation $14,205.00 7.0 Site Topographic Survey $6,800.00 8.0 Reimbursable Expenses (Not -To -Exceed City Policies) $1,000.00 TOTAL $97,800.00 Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. SETTLER'S VILLAGE SQUARE — page 17 of 17