Consultant - 2020 - Pre Survey Research Downtown Eagle - 10/29/2020PROFESSIONAL SERVICES AGREEMENT
(PRE SURVEY RESEARCH DOWNTOWN EAGLE)
/T is Professional Services Agreement ("Agreement") is made effective this o2y day of
vot-o -e ✓ , 2020 by and between City of Eagle, Idaho, an Idaho municipal corporation ("City"),
and Michelle Thompson d/b/a Thompson Preservation Consulting, ("Consultant").
RECITALS
WHEREAS, the City has received grant funds from the State Historic Preservation Office to
conduct pre -survey historic research of downtown Eagle.
WHEREAS, City desires to hire Consultant to provide professional services to conduct a pre -
survey research study of downtown Eagle which will help identify historic preservation boundaries for
future in-depth studies.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1. Incorporation of recitals: The above Recitals are a material part of this Agreement and
are incorporated into the Services of this Agreement by reference as though they were fully set forth
herein.
2. Services: The professional services to be performed by Consultant under this Agreement
will involve Consultant preparing a Report using the Survey Report Template distributed by the Idaho
State Historic Preservation Office for the Eagle Historic Preservation Committee based upon
Consultant's research and review of past surveys, maps and city records. The Report produced under
this Agreement will identify the areas and boundaries that should be prioritized for a future
reconnaissance -level survey and areas that should not be included. A breakdown of the professional
services to be provided are noted in Exhibit A attached hereto and incorporated by reference herein.
3. Compensation and Payment: Hourly rates for Consultant shall be fifty dollars ($50.00)
per hour however, plus out-of-pocket costs and expenses for mileage shipping and printing (collectively
"Consultant's Compensation"). Consultant's Compensation under this Agreement shall not exceed a
total of Two Thousand Four Hundred Ninety -Four Dollars and fifty cents ($2,494.50). Consultant shall
first obtain written permission from City before performing any work under this Agreement that will
cause performance under this Agreement to exceed Consultant's Compensation as stated herein.
(a) Consultant shall maintain time records and provide monthly invoices in a format
acceptable to City for work performed to the date of the invoice. Each invoice shall specify charges as
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they relate to the tasks performed. Each invoice shall also specify current billing and previous payments,
with a total of costs incurred and payments made to date.
(b) All invoices shall be paid by City upon within forty-five (45) days of receipt of
proper invoice.
4. Independent Contractor: At all times during the term of this Agreement, Consultant
shall be an independent contractor and shall not be an employee of the City. The City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement. The City shall not have the right to control the means and methods by which Consultant
accomplishes services rendered hereunder. Consultant shall indemnify the City against any liability
arising out of an allegation or finding that Consultant is not an independent contractor. As a self-
employed person, Consultant is not entitled to employee benefit programs or any protection afforded to
employees of the City. In addition, the Consultant will be solely responsible for payment of all federal
and state taxes, will not be an employee of the City for worker's compensation purposes or any other
purposes, and will not have unemployment insurance benefits.
5. Indemnification: Consultant shall agree to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment 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.
6. Proprietary Rights: Consultant agrees that all data, reports, graphics, tables and other
work product created solely or jointly by Consultant, its employees, associates or subcontractors, arising
from work performed hereunder, or previously conceived in anticipation of consulting work to be
performed in regard to the City's engagement of Consultant, shall be deemed "work made for hire" and
constitutes property of the City. Consultant shall cause all of its employees, associates, or
subcontractors assisting in creating the work product to execute a similar acknowledgment that the work
product is "work made for hire. " "Work Product" shall mean all documentation, creative works, know-
how, and information created on behalf of the City in whole or part by Consultant and all of her
employees, associates or subcontractors assisting in creating the work product within the scope of this
Agreement, whether or not copyrightable or otherwise protectable.
7. Equipment, materials, supplies: Consultant shall supply, at Consultant's sole expense,
all equipment, tools, materials, and/or supplies to accomplish the services to be provided under this
Agreement.
8. Notice: Communication between the Parties regarding day-to-day matters shall occur via
e-mail or telephone. For Clarification on or direction regarding day-to-day matters, the point of contact
for the City shall be the Eagle City Clerk's office. All other notices required to be given by either of the
Parties shall be in writing and be deemed communicated when personally served, or mailed in the
United States mail, addressed as follows:
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City of Eagle Consultant
Attn: Eagle City Clerk Attn: Michelle M. Thompson
Email: clerks@cityofeagle.org Email: Thompsonpreservationllc@gmail.com
Phone: (208) 939-2669 Phone: (509) 808-9333
9. Assignment: This Agreement may not be assigned or delegated by either party without
prior written consent of the other party.
10. Amendments: This Agreement may be amended only in writing upon mutual agreement
of both City and Consultant.
11. Attorney's Fees: The prevailing party in any claims or disputes arising out of this
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which a court
of competent jurisdiction may award.
12. Governing Law: This Agreement will be construed in accordance with the laws of the
State of Idaho. The Parties submit to the jurisdiction of Idaho courts and agree that proper venue for any
suit concerning this Agreement shall be in the Fourth Judicial District of the State of Idaho, in and for
Ada County.
13. Entire Agreement: This Agreement constitutes the entire agreement between the Parties
relative to the subject matter hereof. Statements or representations of any kind not embodied herein
shall be of no force or effect. This Agreement may only be modified in writing.
14. Heirs and Assigns: This Agreement and the terms and conditions hereof shall apply to
and are binding upon the heirs, executors, administrators and assigns of the Parties hereto.
15. Severability: If any provision of this Agreement, or the application of such provision to
any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to which it is held invalid, shall not be
affected thereby.
16. Approval: The City and Consultant each acknowledge that this Agreement, even though
agreed upon by the City's representatives, is not binding upon the City until such time as the Eagle City
Council approves this Agreement and authorizes the Mayor to execute this Agreement on behalf of the
City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
[SIGNATURES NEXT PAGE]
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CITY OF EAGLE:
Jas n Pi f rce, Mayor
AT EST:
Tracy O n, (C i
Clerk
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CONSULTANT:
By: \_,A) 111(
Michelle M. Thompson
Exhibit A — Scope of Services
Research and Planning
• State Historic Preservation Office Record Search To determine previous survey work
• Research Planning: Preliminary online research, electronic correspondence, and
calls to local repositories
Site Work
• Travel: Round Trip and Driving on Site
• Local Archival Research: County Courthouse, Historical Society and other applicable document
repositories
Report and Admin
• Review of research findings and report writing.
• Requested Edits
• General Administrative Support
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