Professional Service Agreement with The Land Group for the Community Plaza Master PlanAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made this day of Apn A , 2005, by and
between the City of Meridian, a municipal corporation organized under he laws of the State of
Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and
of The Land Group, Inc., hereinafter referred to as
"LAND GROUP", 462 E. Shore Drive, Suite 100, Eaglejdaho 83616, a corporation organized
under the laws of the State of Idaho.
Scope of Services: LAND GROUP shall perform 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.
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.
3. Indemnification and Insurance: LAND GROUP 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 by LAND GROUP, its servants, agents, employees, guests, and business
invitees, and not caused by or arising out of the tortious conduct of CITY or its
employees. LAND GROUP shall maintain, and specifically agrees that it will
maintain, throughout the term of this Agreement, liability insurance, in which the
CITY shall 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.
Additionally, LAND GROUP shall maintain professional liability insurance. 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, LAND GROUP covenants and
agrees to indemnify and save and hold harmless CITY from and for all such
losses, claims, actions, or judgments for damages or liability to persons or
property. Additionally, LAND GROUP shall maintain Workers Compensation
Insurance, in the statutory limits as required by law. LAND GROUP shall provide
CITY with a Certificates of Insurance, or other proofs of 'insurance evidencing
LAND GROUP'S compliance with the requirements of this paragraph and file
such proof of insurance with the CITY. In the event the insurance minimums are
changed, LAND GROUP shall immediately submit proof of compliance with the
changed limits. Evidence of all insurance shall be submitted to the City Clerk
with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho
83642.
Agreement — Community Plaza — The Land Group -- page 1 of 5
4. Independent Contractor: In all matters pertaining to this agreement, LAND
GROUP shall be acting as an independent contractor, and neither LAND GROUP
nor any officer, employee or agent of LAND GROUP 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: LAND GROUP shall be compensated for real estate services
pursuant to and specified in attached Exhibit "A", not to exceed Five Thousand
Dollars ($5,000.00)
6. Method of Payment: LAND GROUP will invoice the City of Meridian
Accounting Department at 33 East Idaho Avenue, Meridian, Idaho 83642 directly
for all current amounts earned under 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
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 Land Group, Inc.
462 E. Shore Drive, Suite 100
Eagle, Idaho 83616
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. .
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1 0. Assignment: It is expressly agreed and understood by the parties hereto, that
LAND GROUP 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, LAND
GROUP 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 of LAND GROUP'S records with respect to all matters covered
by this Agreement. LAND GROUP 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,
LAND GROUP 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 LAND GROUP'S compensation, which are mutually
agreed upon by and between the CITY and LAND GROUP, shall be incorporated
in written amendments to this Agreement.
17. Termination: If, through any cause, LAND GROUP, 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
Agreement — Community Plaza — The Land Group — page 3 of 5
right to terminate this Agreement by giving written notice to LAND GROUP of
such termination and specifying the effective date thereof at least fifteen (15) days
before the effective date of such termination. LAND GROUP 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 LAND GROUP under this Agreement
shall, at the option of the CITY, become its property, and LAND GROUP shall be
entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, LAND GROUP shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by LAND GROUP, and the CITY may withhold any payments to
LAND GROUP for the purposes of set-off until such time as the exact amount of
damages due the CITY from LAND GROUP is determined. This provision shall
survive the termination of this agreement and shall not relieve LAND GROUP 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. 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.
THE LAND GROUP, INC.
DAVID O A, P ESIDENT
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CITY OF MERIDIAN
TA%,M e EERD, MAYOR
0; Attest: eEf2 ¢�l y-�S
A°'
Agreement — Community Plaza — The Land Group — page 5 of 5
Scope of Services
Exhibit "A"
The following reviews the type and scope of services provided and the fees required for
completion.
A. COMMUNITY PLAZA MASTER PLAN
1. The Land Group will work with the City of Meridian Parks Department to prepare
an overall Master Plan for the final build -out portion of the 58 acre Settlers Park.
The proposed master plan park area will include the approximately 6 acres
southeast potion of the park. The master plan also includes the open area west of
the existing water tank. .
The Land Group's scope of service includes the following:
• The Land Group will assist with the City of Meridian Parks Department for a
public input process and involvement. We anticipate the public input includes
meeting with an advisory group. After approval with the preliminary master plan,
the city may require an open house type public meeting.
• Using the existing site survey and input from the public input process, the Land
Group will provide schematic concepts for Community Plaza. The concepts will
include pedestrian circulation from the existing parking to the Community Plaza
area, open market layout, possible large barn for different events and community
users, conceptual utilities, vehicle access to market area and possible open
amphitheater venue. The schematic master plan also includes recreational use of
the open area west of the water tank, such as tennis courts and pathways. The
Land Group will locate the best location for all structures, circulation, recreation
and access.
• The concepts are to be presented to the public advisory committee. All comments
will be discussed and the concepts will be blended into one overall master plan.
• The overall Master Plan is to be approved by the advisory committee and City
Council.
• A construction cost estimate will be provided after final master plan approval.
• The Land Group's service does not include architectural services for buildings,
including electrical, mechanical and structural services.
The City of Meridian Parks Department will be responsible for the following:
• Assisting with the public input process and advisory committee.
• Responsible to request and assemble the advisory committee members.
• Assist in setting up the advisory committee members_
• If required, assist and set up the public open house meeting.
B. CONSTRUCTION DOCUMENTATION
Upon approval of the master plan, the Land Group will provide a proposal for the
working drawings and technical sections of specifications to construct the
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Community Plaza village. The Land Group shall coordinate services with those of
other consultants necessary to provide construction documents which help to maintain
a construction budget in accordance with the preliminary design estimate of probable
construction cost.
C. FEES AND TERMS
Community Plaza and Open Space Master Plan ................... $5,000.00 me
Fees for Professional Services shall be billed monthly for progress payment based
upon percentage of work completed.
D. SERVICES NOT INCLUDED
1. Site Surveying (it is assumed the existing topographic survey provided by City of
Meridian Parks department is accurate, current and complete. Extra survey
needed for the project is extra services.)
2. Geotechnical investigation report and geotechnical field observations.
3. Construction Management.
4. Construction Quality Control Testing.
5. Rezoning Process.
6. Conditional Use Permit.
7. Soil Testing.
S. Design revisions after approval to proceed with construction documents. It design
revisions are requested, the Land Group will perform the revisions after receiving
written authorization.
9. Full-time construction observations services, testing and construction staking.
10. Tree Survey/Arborist Report.
11. Water Features.
12. Traffic Study/Report.
13. Play Structures.
14. Easements and ROW descriptions and purchase.
E. 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. Preparation of record drawings or transferring as -built blueprint information to the
original drawings.
5. Providing any other services not specifically including in this proposal.
Scope of Services — Community Plaza -- Page 2 of 4
F. REIMBURSABLE EXPENES
Reimbursable Expenses shall be as per AIA document B141-1987 Article 10, section
10.2 through 10.2.1.6
1. Cost of models, special renderings, promotional photography, special process
printing, special equipment, special printed reports or publications, maps and
documents.
2. Photographic services, film and processing.
3. Cost of copies of drawings, reports and visual images; xerography and
photographic reproduction of drawings and other docurnents furnished or
prepared in connection with the work of this contract.
4. Cost of commercial carrier and public transportation, lodging, car rental and
parking, subsistence and out-of-pocket expenses. Private automobile travel at
$0.375 per mile.
5. Cost of postage and shipping expenses other than first class mail.
6. Long distance telephone charges.
7. Electronic data processing.
8. Fees for additional special consultants retained with the approval of client.
9. Full color printing
a. Full size glossy prints .................... . ......... $120.00 each
b. %Z scale prints ............................... $75.00 each
c. I 1 x 17 prints .............$35.00 first print, $2.50 each additional print
d. 8 '/z x I 1 prints ........... $20.00 first print, $1.50 each additional print
10. Mounting and laminating
a. Full size boards ..................................... $75.00 each
b. Add frame ......................................... $45.00 each
11. Courier delivery cost.
12. Bidding packages for blueprint sets and project manuals.
G. ASSUMPTIONS
The assumptions listed below were fundamental in determining the appropriate fee
for the scope of work proposed in this section. Significant deviations from these
assumptions could materially impact the actual fee incurred under the above scope.
The assumptions include:
1. Completion of individual tasks will take place in an orderly fashion. Submittals
required by the Owners will respect a time table jointly established by the Land
Group prior to the beginning of work.
I. 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 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
Scope of Services — Community Plaza — Page 3 of 4
architect and his consultants cannot produce 100% accurate documents, that
construction changes will occur and the changes may cost an additional 4-6% 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.
J. COMPENSATION FOR SCOPE OF SERVICES
Compensation for additional services shall be on a time and expense basis in
accordance with the following:
PRINCIPAL LANDSCAPE ARCHITECT $95.00 per hour
CIVIL ENGINEER, PE $95.00 per hour
LANDSCAPE ARCHITECT PROJECT MANAGER $85.00 per hour
CIVIL ENGINEER, E.I.T. $75.00 per hour
LANDSCAPE ARCHITECTURE IN TRAINING $75.00 per hour
PRODUCTION CADD $55.00 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.
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