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HomeMy WebLinkAbout2017-05-15-J07 Dog Park Master Plan Agr AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: May 15, 2017 AGENDA ITEM: Consideration of approval of a resolution approving Agreement for Professional Consulting Services with Confluence [Waukee Dog Park] FORMAT: Resolution SYNOPSIS INCLUDING PRO & CON: This agreement for professional services is for schematic design, Design development, developing construction documents, and construction administration of the Waukee Dog Park. The master plan was completed by Confluence at the beginning of the year. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $29,500.00 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: The City Attorney has reviewed the agreement and finds it satisfactory. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Dog Park Professional Services Agreement PREPARED BY: Matt Jermier REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: THE CITY OF WAUKEE, IOWA RESOLUTION 17-232 APPROVING AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH CONFLUENCE [WAUKEE DOG PARK] IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City desires to retain the services of Confluence related to schematic design, design development, developing construction documents, and construction administration of the Waukee Dog Park; AND, WHEREAS, the City Attorney has reviewed the Agreement for Professional Consulting Services and finds it satisfactory; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the Agreement for Professional Consulting Services with Confluence [Waukee Dog Park] is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved the 15th day of May, 2017. ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk ROLL CALL VOTE AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Brian Harrison Shelly Hughes Larry R. Lyon 1   AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PROJECT DESCRIPTION: Provide the Owner landscape architectural and site planning services from schematic design through construction observation, based upon the following understanding of the project: 1. The Project’s Dog Park Master Plan will serve as the basis of design. 2. The City of Waukee and Foth Engineering will coordinate with us on the project to connect the trail underpass at the West end. 3. The Project will be fast track and design will need to be completed mid- summer for fall construction. 4. Civil Design Advantage will provide all Civil work on the project. City Project No. __________ This Agreement is made and entered into this 12th day of May, 2017, by and between City of Waukee, a municipal corporation, hereinafter referred to as "City," and Confluence, (421475404), an “S” corporation incorporated and licensed under the laws of the State of Iowa, party of the second part, hereinafter referred to as "Consultant" as follows: THE CITY HEREBY AGREES TO RETAIN THE CONSULTANT FOR THE PROJECT AS DESCRIBED IN THIS AGREEMENT AND CONSULTANT AGREES TO PERFORM THE PROFESSIONAL SERVICES AND FURNISH THE NECESSARY DOCUMENTATION FOR THE PROJECT AS GENERALLY DESCRIBED IN THIS AGREEMENT. 1. SCOPE OF SERVICES Services provided under this Agreement shall be as further described in Attachment 1, Scope of Services. 2. SCHEDULE The schedule of the professional services to be performed shall conform to the Schedule set forth in Attachment 2. Any deviations from the Schedule shall be approved by the authorized City representative. The City agrees that the Consultant is not responsible for delays arising from a change in the scope of services, a change in the scale of the Project or delays resulting from causes not directly or indirectly related to the actions of the Consultant. 3. COMPENSATION A. In consideration of the professional services provided herein, the City agrees to pay the Consultant the following sum NOT-TO-EXCEED, including any authorized reimbursable expenses, pursuant to the Schedule of Fees set forth in Attachment 3. 2   I. Basic Services of the Consultant A. Schematic Design – Phase One $6,500.00 B. Design Development Phase One $7,900.00 C. Construction Documents – Phase One $13,100.00 D. Construction Observation $2,000.00 Total $29,500.00 B. The Consultant shall invoice the City monthly for services, any reimbursable expenses and any approved amendments to this Agreement, based upon services actually completed at the time of the invoice. Final payment shall be due and payable within 30 days of the City's acceptance of Consultant's submission of final deliverables in accordance with the Scope of Services. C. In consideration of the compensation paid to the Consultant, the Consultant agrees to perform all professional services to the satisfaction of the City by performing the professional services in a manner consistent with that degree of care and skill ordinarily exercised by members of Consultant's profession currently practicing under similar circumstances. If the performance of this Agreement involves the services of others or the furnishing of equipment, supplies, or materials, the Consultant agrees to pay for the same in full. 4. INSURANCE A. Consultant understands and agrees that Consultant shall have no right of coverage under any and all existing or future City comprehensive, self or personal injury policies. Consultant shall provide insurance coverage for and on behalf of Consultant that will sufficiently protect Consultant or Consultant' representative(s) in connection with the professional services which are to be provided by Consultant pursuant to this Agreement, including protection from claims for bodily injury, death, property damage, and lost income. Consultant shall provide worker's compensation insurance coverage for Consultant and all Consultant's personnel. Consultant shall file applicable insurance certificates with the City, and shall also provide evidence of the following additional coverage. B. The Consultant shall provide evidence of comprehensive general liability coverage and contractual liability insurance by an insurance company licensed to do business in the State of Iowa in the limits of at least $1,000,000 each personal injury accident and/or death; $1,000,000 general aggregate personal injury and/or death; and $1,000,000 for each property damage accident. The evidence shall designate the City as an additional insured, and that it cannot be canceled or materially altered without giving the City at least thirty (30) days written notice by registered mail, return receipt requested. C. The Consultant shall also provide evidence of automobile liability coverage in the limits of at least $1,000,000 bodily injury and property damage combined. The evidence shall 3   designate the City as an additional insured, and that it cannot be cancelled or materially altered without giving the City at least thirty (30) days written notice by registered mail, return receipt requested. D. The Consultant shall provide evidence of professional liability insurance, by an insurance company licensed to do business in the State of Iowa, in the limit of $1,000,000 for claims arising out of the professional liability of the Consultant. Consultant shall provide City written notice within five (5) days by registered mail, return receipt requested of the cancellation or material alteration of the professional liability policy. E. Failure of Consultant to maintain any of the insurance coverages set forth above shall constitute a material breach of this Agreement. 5. NOTICE Any notice to the parties required under this agreement shall be in writing, delivered to the person designated below, by United States mail or in hand delivery, at the indicated address unless otherwise designated in writing. FOR THE CITY: FOR THE CONSULTANT: Name: City of Waukee Name: Confluence Attn: Matt Jermier Attn: Matt Carlile Title: Director of Parks and Recreation Title: Principal Address: 230 W. Hickman Road Address: 515 17th Street City, State: Waukee, IA 50263 City, State: Des Moines, Iowa 50309 6. GENERAL COMPLIANCE In the conduct of the professional services contemplated hereunder, the Consultant shall comply with applicable state, federal, and local law, rules, and regulations, technical standards, or specifications issued by the City. Consultant must qualify for and obtain any required licenses prior to commencement of work, including any professional licenses necessary to perform work within the State of Iowa. 7. STANDARD OF CARE Services provided by the Consultant under this Agreement shall be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. 8. INDEPENDENT CONTRACTOR Consultant understands and agrees that the Consultant and Consultant's employees and representatives are not City employees. Consultant shall be solely responsible for payment of salaries, wages, payroll taxes, unemployment benefits, or any other form of compensation or 4   benefit to Consultant or Consultant's employees, representatives or other personnel performing the professional services specified herein, whether it be of a direct or indirect nature. Further, it is expressly understood and agreed that for such purposes neither Consultant nor Consultant's employees, representatives or other personnel shall be entitled to any City payroll, insurance, unemployment, worker's compensation, retirement, or any other benefits whatsoever. 9. NON-DISCRIMINATION Consultant will not discriminate against any employee of applicant for employment because of race, color, sex, national origin, religion, age, handicap, or veteran status. Consultant will, where appropriate or required, take affirmative action to ensure that applicants are employed, and that employees are treated, during employment, without regard to their race, color, sex, or national origin, religion, age, handicap, or veteran status. Consultant will cooperate with the City in using Consultant's best efforts to ensure that Disadvantaged Business Enterprises are afforded the maximum opportunity to compete for subcontracts of work under this Agreement. 10. HOLD HARMLESS Consultant agrees to indemnify and hold harmless the City, its officers, agents, and employees from any and all claims, settlements and judgments, to include all reasonable investigative fees, attorney's fees, and court costs for any damage or loss which is due to or arises from a breach of this Agreement, or from negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its sub consultants or anyone for whom Consultant is legally liable. 11. ASSIGNMENT Consultant shall not assign or otherwise transfer this Agreement or any right or obligations therein without first receiving prior written consent of the City. 12. APPROPRIATION OF FUNDS The funds appropriated for this Agreement are equal to or exceed the compensation to be paid to Consultant. The City's continuing obligations under this Agreement may be subject to appropriation of funding by the City Council. In the event that sufficient funding is not appropriated in whole or in part for continued performance of the City's obligations under this Agreement, or if appropriated funding is not expended due to City spending limitations, the City may terminate this Agreement without further compensation to the Consultant. To the greatest extent allowed by law, the City shall compensate Consultant as provided in Section 18(6) of this Agreement. 5   13. AUTHORIZED AMENDMENTS TO AGREEMENT A. The Consultant and the City acknowledge and agree that no amendment to this Agreement or other form, order or directive may be issued by the City which requires additional compensable work to be performed if such work causes the aggregate amount payable under the amendment, order or directive to exceed the amount appropriated for this Agreement as listed in Section 3, above, unless the Consultant has been given a written assurance by the City that lawful appropriation to cover the costs of the additional work has been made. B. The Consultant and the City further acknowledge and agree that no amendment to this Agreement or other form, order or directive which requires additional compensable work to be performed under this Agreement shall be issued by the City unless funds are available to pay such additional costs, and the Consultant shall not be entitled to any additional compensation for any additional compensable work performed under this Agreement. The Consultant expressly waives any right to additional compensation, whether in law or equity, unless prior to commencing the additional work the Consultant was given a written amendment, order or directive describing the additional compensable work to be performed and setting forth the amount of compensation to be paid, such amendment, order or directive to be signed by the authorized City representative. It is the Consultant's sole responsibility to know, determine, and ascertain the authority of the City representative signing any amendment, directive or order. 14. OWNERSHIP OF CONSULTING DOCUMENTS All sketches, tracings, plans, specifications, reports, and other data prepared under this Agreement shall become the property of the City; a reproducible set shall be delivered to the City at no additional cost to the City upon completion of the plans or termination of the services of the Consultant. All drawings and data shall be transmitted in a durable material, with electronic files provided when feasible to do so. The Consultant's liability for use of the sketches, tracings, plans, specifications, reports, and other data prepared under this Agreement shall be limited to the Project. 15. INTERPRETATION No amendment or modification of this Agreement shall be valid unless expressed in writing and executed by the parties hereto in the same manner as the execution of the Agreement. This is a completely integrated Agreement and contains the entire agreement of the parties; any prior written or oral agreements shall be of no force or effect and shall not be binding upon either party. The laws of the State of Iowa shall govern and any judicial action under the terms of this Agreement shall be exclusively within the jurisdiction of the district court for Dallas County, Iowa. 6   16. COMPLIANCE WITH FEDERAL LAW To the extent any federal appropriation has or will be provided for the Project, or any federal requirement is imposed on the Project, Consultant agrees that Consultant will comply with all relevant laws, rules and regulations imposed on City and/or Consultant necessary for receipt of the federal appropriation. Consultant shall provide appropriate certification regarding Consultant's compliance. 17. SOLICITATION AND PERFORMANCE A. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that the Consultant has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or contingent fee. B. The Consultant shall not engage the services of any person or persons in the employ of the City at the time of commencing such services without the written consent of the City. 18. SUSPENSION AND TERMINATION OF AGREEMENT A. The right is reserved by the City to suspend this Agreement at any time. Such suspension may be effected by the City giving written notice to the Consultant, and shall be effective as of the date established in the suspension notice. Payment for Consultant's services shall be made by the City for services performed to the date established in the suspension notice. Should the City reinstate the work after notice of suspension, such reinstatement may be accomplished by thirty (30) days written notice within a period of six (6) months after such suspension, unless this period is extended by written consent of the Consultant. B. Upon ten (10) days written notice to the Consultant, the City may terminate the Agreement at any time if it is found that reasons beyond the control of either the City or Consultant make it impossible or against the City's interest to complete the Agreement. In such case, the Consultant shall have no claims against the City except for the value of the work performed up to the date the Agreement is terminated. C. The City may also terminate this Agreement at any time if it is found that the Consultant has violated any material term or condition of this Agreement or that Consultant has failed to maintain workers' compensation insurance or other insurance provided for in this Agreement. In the event of such default by the Consultant, the City may give ten (10) days written notice to the Consultant of the City's intent to terminate the Agreement. Consultant shall have ten (10) days from notification to remedy the conditions constituting the default. D. In the event that this Agreement is terminated in accordance with paragraph C of this section, the City may take possession of any work and may complete any work by whatever means the City may select. The cost of completing said work shall be deducted 7   from the balance which would have been due to the Consultant had the Agreement not been terminated and work completed in accordance with contract documents. E. The Consultant may terminate this Agreement if it is found that the City has violated any material term or condition of this Agreement. In the event of such default by the City, the Consultant shall give ten (10) days written notice to the City of the Consultant's intent to terminate the Agreement. City shall have ten (10) days from notification to remedy the conditions constituting the default. 19. TAXES The Consultant shall pay all sales and use taxes required to be paid to the State of Iowa on the work covered by this Agreement. The Consultant shall execute and deliver and shall cause any sub-consultant or subcontractor to execute and deliver to the City certificates as required to permit the City to make application for refunds of said sales and use taxes as applicable. The City is a municipal corporation and not subject to state and local tax, use tax, or federal excise taxes. 20. SEVERABILITY If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement shall continue in full force and effect. 21. MISCELLANEOUS HEADINGS Title to articles, paragraphs, and subparagraphs are for information purposes only and shall not be considered a substantive part of this Agreement. 22. FURTHER ASSURANCES Each party hereby agrees to execute and deliver such additional instruments and documents and to take all such other action as the other party may reasonably request from time to time in order to effect the provisions and purposes of this Agreement. 23. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute an original document, no other counterpart needing to be produced, and all of which when taken together shall constitute the same instrument. 8   IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or agents on the day and year first above written. CONSULTANT CITY OF WAUKEE By: ________________________________ By: __________________________ Name: Matthew O. Carlile, PLA, ASLA William F. Peard, Mayor Title: Principal SEE ATTACHMENT 1 SCOPE OF SERVICES The work to be performed by the Consultant under this agreement shall encompass and include detailed work, services, materials, equipment and supplies necessary to complete analysis and design for the project. May 11, 2017 Waukee Parks and Recreation Department c/o Matt Jermier, Director 805 University Avenue Waukee, Iowa 50263 Re: An Agreement for the Provision of Professional Services Waukee Dog Park Construction Documents, Confluence #16140.01 Dear Mr. Jermier: Confluence, hereinafter referred to as the Consultant, subject to the approval and acceptance of this agreement by the City of Waukee, hereinafter referred to as the Owner, agrees to provide Professional Services to the Owner as set forth below: A. PROJECT NAME: Waukee Dog Park Construction Documents B. PROJECT DESCRIPTION: Provide the Owner landscape architectural and site planning services from schematic design through construction observation, based upon the following understanding of the project: 1. The Project’s Master Plan will serve as the basis of design. 2. The City of Waukee and Foth Engineering will coordinate with us on the project to connect the trail underpass at the West end. 3. The Project will be fast track and design will need to be completed mid-summer for fall construction. 4. Civil Design Advantage will provide all Civil work on the project. ARTICLE 1: SCOPE OF SERVICE: 1. Part One: Schematic Design for Phase One: 1.1 An updated As-Built survey will be completed once the additional stockpiled material has been removed from the site. (completed by CDA) 1.2 Modify the Master Plan to reflect changes necessary once the survey had been reviewed. 1.3 Identify pedestrian routes, vehicular circulation and accessibility for entire site. 1.4 Identify, with Owner, needs such as, but not limited to: 1.4.1 Site Development modifications – adjacent property connections 1.4.2 Fencing, Gates, Shade Structures, Watering Stations, Etc. 1.4.3 Circulation and access – vehicular, service and pedestrian 1.4.4 Parking areas 1.4.5 Site open space and seating 1.4.6 Site Materials 1.4.7 Lighting and Electrical Service Needs defined 1.4.8 Site utilities and detention (in coordination with Civil Design Advantage (CDA)) 1.4.9 Master Grading Plan 1.5 Work with Waukee Rotary to establish a project for them to complete within the park. 1.6 The final product shall be illustrations necessary to communicate the Schematic Site Design. Upon Owner approval of schematic site design, the Landscape Architect will begin design development. 1.7 Prepare a revised opinion of probable cost. MR. MATT JERMIER May 11, 2017 WAUKEE DOG PARK CD’S / 16140.01 - PAGE 2 OF 3 2. Part Two: Design Development – Phase One 2.1 Prepare design development drawings showing location of site elements, materials, products and cost assistance. 2.2 Based on Owner-approved direction from schematic design, prepare design development drawings that address: 2.2.1 Layout and Grading Plans 2.2.2 Pollution Prevention Plan (Prepared by CDA) 2.2.3 Proposed materials 2.2.4 Site details 2.2.5 Outline Specifications 2.2.6 Preliminary Utility Plan, (prepared by CDA) 2.2.7 Preliminary Electrical Plan, (prepared by Bluestone Engineering) 2.2.8 Planting Plan 2.3 Consultant will provide an updated opinion of probable cost. 2.4 These documents shall be reviewed by the Owner, with any comments and minor revisions occurring in this phase. Any Owner directed changes that significantly modify Owner-approved direction from schematic design would be deemed extra services and billed on an hourly basis. Consultant will identify any perceived extra services prior to proceeding with work. 2.5 Meetings and coordination with Owner, as needed. 7. Part Three: Construction Documents – Phase One 3.1 The Consultant shall prepare the following Construction Documents: 3.1.1 Site Preparation Plan 3.1.2 Site Layout Plan 3.1.3 Site Grading Plan 3.1.4 Site Utility Plan (storm sewer, sanitary sewer and water main only) (prepared by CDA) 3.1.5 Site Electrical Plan (prepared by Bluestone Engineering) 3.1.6 Site Pollution Prevention Plan (for DNR approval) (prepared by CDA) 3.1.7 Site Planting Plan 3.1.8 Site Details 3.1.9 Site Specifications 3.2 These documents shall be reviewed by the Owner, with any comments and minor revisions occurring in this phase. Any Owner directed changes that significantly modify Owner-approved direction from design development will be deemed extra services and billed on an hourly basis. Consultant will identify any perceived extra services prior to proceeding with work, whenever possible. 8. Part Four: Construction Observation 4.1 Meetings with the Owner and Contractor, as needed. 4.2 Site visits, preparation of progress reports, responses to RFI’s and generation of punch lists. 4.3 Preparation of revisions and general coordination with the Project Team. EXCLUSIONS 1. Traffic study, design of walls or features, mechanical design of site features, and public street plan and profile drawings. ARTICLE 2: OWNER’S RESPONSIBILITIES: 1. The Owner shall establish the guidelines for the project and shall provide general background information needed for analysis. 2. Fees for services of special consultants (structural, sustainable, soils, hydraulic, etc.) if required beyond the Scope of Services proposed herein, shall be paid for by the Owner if authorized in advance. 3. The Owner shall furnish, obtain, or direct this firm to obtain at the Owner’s expense, additional information concerning property ownership / lines, easements, topographical character, or any other site information required to complete the services as described in Article 1: Scope of Services MR. MATT JERMIER May 11, 2017 WAUKEE DOG PARK CD’S / 16140.01 - PAGE 3 OF 3 ARTICLE 3: FEES AND EXPENSES: 1. We propose to perform the services described in Article 1: Scope of Services: Part One, on a Lump Sum basis. The Lump Sum is Six Thousand Five Hundred Dollars ($6,500). (Of this fee $4,000 is for the As-Built Survey) 2. We propose to perform the services described in Article 1: Scope of Services: Part Two on a Lump Sum basis. The Lump Sum is Seven Thousand Nine Hundred Dollars ($7,900). 3. We propose to perform the services described in Article 1: Scope of Services: Part Three on a Lump Sum basis. The Lump Sum is Thirteen Thousand One Hundred Dollars ($13,100). 4. We propose to perform the services described in Article 1: Scope of Services: Part Four, on a Lump Sum basis. The Lump Sum is Two Thousand Dollars ($2,000). 5. Total Contract Amount: Twenty-Nine Thousand Five Hundred Dollars ($29,500). 6. Reimbursable expenses, including travel, long-distance telephone, and printing are not included in the services fee. Expenses will be billed in accordance with the rates shown on the attached rates and expenses schedule. 7. If the project is suspended for more than three (3) months, or abandoned in whole or in part, this firm shall be paid their compensation for services performed prior to receipt of written notice from the Architect/Owner of such suspension or abandonment, together with reimbursable expenses then due and all terminal expenses resulting from such suspension or abandonment. ARTICLE 4: TIME OF PERFORMANCE: 1. We propose to process this work in a timely and expeditious manner to meet the Owner’s timetable. ARTICLE 5: EXTRA WORK AND CONTINUATION OF SERVICES: 1. If, during the progress or upon completion of the work outline in the Scope of Services in this agreement, the Architect/Owner finds it desirable or necessary to cause this Consultant to perform additional services other than those outlined in the Scope of Services, the hourly schedule and reimbursable expense schedule may apply or a project fee may be negotiated. ARTICLE 6: SUCCESSOR’S AND ASSIGNMENT: 1. The Owner and this firm each binds itself, partners, assigns and legal representatives to the other party to this agreement and to the partners, successors, assigns and legal representatives of such other party in respect of all covenants of this agreement. ARTICLE 7: CONTRACT CONFORMANCE: 1. If there is a conflict between this document and the agreement between the Architect and the Owner, the Architect’s agreement with the Owner shall govern. EXHIBIT ‘A ’ STANDARD HOURLY RATES Senior Principal ...................................................................................................................... $160.00 - $200.00 per hour Principal ................................................................................................................................. $140.00 - $185.00 per hour Associate Principal ................................................................................................................. $130.00 - $160.00 per hour Associate ............................................................................................................................... $110.00 - $150.00 per hour Senior Project Manager .......................................................................................................... $100.00 - $140.00 per hour Project Manager ....................................................................................................................... $90.00 - $110.00 per hour Senior Landscape Architect ..................................................................................................... $90.00 - $110.00 per hour Landscape Architect ................................................................................................................ $80.00 - $100.00 per hour Senior Project Planner .............................................................................................................. $90.00 - $110.00 per hour Planner II .................................................................................................................................. $80.00 - $100.00 per hour Planner I .................................................................................................................................... $70.00 - $90.00 per hour Landscape Architect-In-Training ................................................................................................. $70.00 - $90.00 per hour Landscape Architect Intern ......................................................................................................... $60.00 - $75.00 per hour Draftsperson .............................................................................................................................. $50.00 - $75.00 per hour Graphic Designer ....................................................................................................................... $70.00 - $90.00 per hour Clerical / System Staff ................................................................................................................ $42.00 - $70.00 per hour REIMBURSABLE EXPENSES Filing Fees ........................................................................................................................................................1.15 x cost Long Distance Telephone Calls ........................................................................................................................1.15 x cost Materials and Supplies .....................................................................................................................................1.15 x cost Meals and Lodging ...........................................................................................................................................1.15 x cost Mileage ....................................................................................................................................................... $.535 per mile Postage ...........................................................................................................................................................1.15 x cost Printing by Vendor ............................................................................................................................................1.15 x cost B/W Photocopies/Prints 8½ x 11 ...................................................................................................................... $.05 each B/W Photocopies/Prints 11x17 ......................................................................................................................... $.09 each Color Photocopies/Prints 8½ x 11 ..................................................................................................................... $.65 each Color Photocopies/Prints 11x17 ...................................................................................................................... $1.50 each Large Format Plotting – Bond .............................................................................................................................$2.50/SF Large Format Plotting - Mylar .............................................................................................................................$4.50/SF Large Format Plotting - Photo ............................................................................................................................$5.00/SF Compact Discs ............................................................................................................................................... $2.50 each Booklet Binding (cover, coil, back) ................................................................................................................... $4.50 each Foam Core ..................................................................................................................................................... $8.00 each Easel Pads ................................................................................................................................................... $32.75 each Electronic Files .............................................................................................................................................. $50.00 Each Online Meeting Service .................................................................................................................................. $35.00 Each Effective 1/1/2017 GENERAL CONDITIONS CONFLUENCE REVISED 7/2008 1. PARTIES AND SCOPE OF WORK: Confluence (hereinafter referred to as “Confluence”) shall perform professional services as set forth in Confluence’s proposal, the Client’s acceptance thereof if accepted by Confluence, and these General Conditions. “Client” refers to the person or business entity ordering the professional services to be done by Confluence. The Client shall designate representatives who are authorized to make all decisions on the Client’s behalf when requested to do so by Confluence. If the Client is ordering professional services on behalf of another, the Client represents and warrants that the Client is the duly authorized agent of said party for the purpose of ordering and directing said professional services. Unless otherwise stated in writing, the Client assumes sole responsibility for determining whether the quantity and the nature of the professional services ordered by the Client is adequate and sufficient for the Client’s intended purpose. Client shall communicate these General Conditions to each and every third party to whom the Client transmits any part of Confluence’s work. Confluence shall have no duty or obligation to any third party greater than that set forth in Confluence’s proposal, Client’s acceptance thereof and these General Conditions. The ordering of professional services from Confluence shall constitute acceptance of the terms of Confluence’s proposal and these General Conditions. 2. SCHEDULING OF WORK: Confluence will perform professional services with due and reasonable diligence consistent with sound professional practices. If Confluence is required to delay commencement of professional services or if, upon embarking upon its professional services, Confluence is required to stop or interrupt the progress of its professional services as a result of changes in the scope of the professional services requested by the Client, to fulfill the requirements of third parties, interruptions in the progress of construction, or other causes beyond the direct reasonable control of Confluence, additional charges will be applicable and payable by Client. 3. ACCESS TO SITE: Client will arrange and provide such access to the site as is necessary for Confluence to perform professional services. Confluence shall take reasonable measures and precautions to minimize damage to the site and any improvements located thereon as the result of its professional services or the use of its equipment; however, Confluence has not included in its fee the cost of restoration of damage which may occur. If Client desires or requires Confluence to restore the site to its former condition, upon written request Confluence will perform such additional professional services as is necessary to do so and Client agrees to pay Confluence the cost thereof. 4. CLIENTS DUTY TO NOTIFY LANDSCAPE ARCHITECT: Client represents and warrants that he has advised Confluence of any known or suspected hazardous materials, utility lines and pollutant at any site at which Confluence is to do professional services hereunder, and unless Confluence has assumed in writing the responsibility of locating subsurface objects, structures, lines or conduits. Client agrees to defend, indemnify and save Confluence harmless from all claims, suits, losses, costs and expenses, including reasonable attorney’s fees as a result of personal injury, death or property damage occurring with respect to Confluence’s performance of its professional services and resulting to or caused by contact with subsurface or latent objects, structures, lines or conduits where the actual or potential presence and location thereof was not revealed to Confluence by Client. 5. RESPONSIBILITY: Confluence’s professional services shall not include determining, supervising or implementing the means, methods, techniques, sequences or procedures of construction. Confluence shall not be responsible for evaluating, reporting or affecting job conditions concerning health, safety or welfare. Confluence’s professional services or failure to perform same shall not in any way excuse any contractor, subcontractor or supplier from performance of its work in accordance with the contract documents. Confluence has no right or duty to stop the contractor’s work. 6. STANDARD OF CARE: Confluence’s professional services will be performed in accordance with this agreement and with generally accepted principles and practices. In performing its professional services, Confluence will use that degree of care and skill ordinarily exercised under similar circumstances by members of its profession. 7. LIMITATION OF LIABILITY: Should Confluence or any of its professional employees be found to have been negligent in the performance of its professional services, or to have made and breached any express or implied warranty, representation or contract, Client, all parties claiming to have in any way relied upon Confluence’s professional services agree that the maximum aggregate amount of the liability of Confluence, its officers, employees, agents, and sub-consultants shall be limited to $_________________. Initials: CONFLUENCE__________ CLIENT__________ 8. PRICING ESTIMATES: Neither Confluence nor Client has any control over the costs of labor, materials, equipment, over contractors’ methods of determining bid prices, or over competitive bidding, market or negotiation conditions. Accordingly, Confluence cannot and does not warrant or represent those bids or negotiated prices will not vary from any established budgetary constraints. Client may perform its own cost analysis or retain its own cost consultant and shall be solely responsible for the accuracy and preparation of cost estimates at each appropriate stage of the project. Confluence will cooperate and work closely with any cost consultant to help ensure that the project can be constructed within any appropriate budgetary constraints. 9. ADDITIONAL SERVICES: Client may request or it may become necessary for Confluence to perform Additional Services in order to further the objectives of the project. Whenever reasonably possible, Confluence will notify Client in advance of Confluence’s intention to perform the particular Additional Service, and Client’s failure to instruct Confluence not to perform the Additional Service shall be considered Client’s acquiescence to the performance of the Additional Service and agreement to pay for it. Notwithstanding any other description of Basic or Additional Services, any services which Client requests Confluence to perform after final payment has been made to the contractor(s) or more than sixty (60) days after the project has been certified to be substantially complete shall be considered Additional Services. Any modifications or changes requested by Client inconsistent with Client’s prior approval(s) shall be considered Additional Services. Confluence shall be entitled to rely on the accuracy of any drawings or other information supplied to it by Client, its employees, representatives or other consultants, and any services necessitated because of an error or omission in any drawing or other information supplied by Client, its employees, representatives or other consultants shall be an Additional Service. Additional Services shall be billed at Confluence’s normal hourly rates, and Client shall pay such charges above and beyond any charges for Basic Services set forth in the Proposal. 10. CONSTRUCTION ADMINISTRATION: Confluence shall have no responsibility for construction administration unless explicitly described in the Proposal. If construction observation services are performed, Confluence shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction work, for any defects, deficiencies or other acts or omissions of the contractor or any other persons performing any of the construction work or for the failure of any of them to carry out the work in accordance with the plans and specifications, and Confluence visits to the construction site shall be for the purpose of becoming generally familiar with the progress and the quality of the construction work and to determine in general if the work when completed will be in accordance with the plans and specifications, and Confluence is not authorized to stop the construction work or take any other action relating to job site safety. If Confluence reviews contractors’ applications for payment, such reviews shall be made to the best of Confluence’s knowledge, information and belief based on Confluence’s limited observation of the construction work, and Confluence shall be entitled to rely on documentation submitted by the contractor(s) or others which is not inconsistent with Confluence’s own observations. If the Client requests in writing that Confluence provide any specific construction phase services and if Confluence agrees in writing to provide such services, then Confluence shall be compensated for Additional Services. 11. CLAIMS: Client acknowledges that Confluence is a corporation and agrees to make any claim arising out of or relating to the project against Confluence only, and not against any of Confluence’s directors, officers, employees or agents. 12. INSURANCE: Confluence shall keep and maintain its current insurance policies, including professional liability insurance and comprehensive general liability insurance, for the duration of the project. If Client desires additional insurance, Confluence shall use its best efforts to obtain the additional insurance, but Client shall reimburse Confluence for any additional premium or other related costs that Confluence thereby incurs. Client will use its best efforts to ensure that the construction contractor(s) name Confluence as an additional insured on their comprehensive general liability insurance policies and agree to indemnify Client and Confluence in language reasonably satisfactory to both Client and Confluence. 13. TERMINATION: Either party upon seven day’s prior written notice may terminate this Agreement. In the event of termination, Confluence shall be compensated by Client for all services performed up to and including the termination date, including reimbursable expenses, and for the completion of such services, records and reports as are necessary to place Confluence’s files in order and/or protect its professional reputation. 14. WITNESS FEES: Confluence’s employees shall not be retained as expert witnesses except by separate, written agreement. Client agrees to pay Confluence’s legal expenses, administrative costs and fees pursuant to Confluence’s then current fee schedule for Confluence to respond to any subpoena. 15. PAYMENT: Client shall be invoiced as professional services are completed and reported at Confluence’s option, either monthly or at end of project. Client agrees to pay each invoice within thirty (30) days of its receipt. Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause in writing within said thirty (30) day period at the rate of eighteen (18) percent per annum (or the maximum interest rate permitted under applicable law), until paid. Client agrees to pay Confluence’s cost of collection of all amounts due and unpaid after sixty (60) days, including court costs and reasonable attorney’s fees. Confluence shall not be bound by any provision or agreement requiring or providing for arbitration of disputes or controversies arising out of this agreement, and provision wherein Confluence waives any rights to a mechanics’ lien, or any provision conditioning Confluence’s right to receive payment for its professional services upon payment to Client by any third party. These General Conditions are notice, where required, that Confluence shall file a lien whenever necessary to collect past due amounts. Failure to make payment within 30 days of invoice shall constitute a release of Confluence from any and all claims which Client may have, either in tort or contract, and whether known or unknown at the time. 16. LATE PAYMENTS: Accounts unpaid 60 days after the invoice date may be subject to a monthly service charge of 1.5% on the then unpaid balance (18.0% true annual rate), at the sole election of Confluence, in the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorney’s fees. 17. ENTIRE AGREEMENT: This agreement constitutes the entire understanding of the parties, and there are no representations, warranties or undertakings made other than as set forth herein. This agreement may be amended, modified or terminated only in writing, signed by each of the parties hereto. 18. INDEMNIFICATION: The Client shall indemnify and hold harmless Confluence and all of its personnel from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) arising out of or resulting from the performance of professional services, provided that any such claim, damage, loss or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except Confluence), or anyone for whose acts any of them may be liable. 19. MISCELLANEOUS: To the extent within Client’s control, Confluence shall have the right to take photographs, and make other reasonable promotional use of the project, and Confluence shall be given appropriate credit on all construction signs or other promotional materials concerning the project. Client may accept Confluence’s Proposal either by signature, or oral assent, authorizing Confluence to commence providing professional services or making any payments to Confluence in consideration of professional services, and any of the above modes of acceptance shall be deemed to incorporate these Business Terms into the contract between the parties thereby formed. 20. OWNERSHIP OF DOCUMENTS: All documents produced by Confluence under this agreement shall remain the property of Confluence and may not be used by the Client for any other endeavor without written consent.