Service Solicited - 2021 - Tischlerbise, Inc. - Master Consulting Services Agreement MASTER CONSULTING SERVICES AGREEMENT
THIS MASTER CONSULTING SERVICES AGREEMENT (hereinafter "Agreement")
made and entered into on the date indicated herein, by and between THE CITY OF EAGLE, an
Idaho municipal corporation ("hereinafter referred to as "CITY"), and TISCHLERBISE, INC, a
Washington, DC corporation (hereinafter referred to as "CONSULTANT"). Collectively the
CITY and CONSULTANT shall be referred to as "the Parties".
RECITALS
WHEREAS, the CITY is a municipal corporation duly organized and existing under the
laws of the State of Idaho;
WHEREAS, pursuant to Idaho Code §50-301 et seq., the CITY is empowered to contract
and be contracted with;
WHEREAS, CONSULTANT has previously programmed a fiscal impact tool for the
CITY of Eagle and updated the tool with the most recent demographic and budget data available;
WHEREAS the CITY desires to have a Fiscal Impact Review and Modeling services
pertaining to the various developments seeking land use approvals from the CITY; and
WHEREAS, the CITY recognizes CONSULTANT as having the necessary
qualifications, experience and capabilities to prepare Fiscal Impact Reports the meet CITY'S
needs.
AGREEMENT
NOW, THEREFORE, for the consideration recited herein below, the CITY and
CONSULTANT enter into this Agreement according to the following terms and conditions:
1. The Scope of Work. CONSULTANT shall provide the requisite expertise which
shall include applying and making changes to the input to their proprietary fiscal impact tool and
model shall review and evaluate specific development projects within the City land use planning
area in order to provide the CITY analysis, guidance, and recommendation on the impact of the
specific projects on the CITY's financial future. Required services include but are not limited to:
i. Review and run the fiscal impact tool for various development application within
the City of Eagle.
ii. Work with CITY and applicants to ensure the fiscal impact tool addresses
appropriate land use, timing of construction, and cost for CITY provided service unique to the
applicant's request.
iii. Provide a written analysis to the CITY addressing assumptions, model changes,
fiscal impacts to the CITY over the initial 20-year development timeline.
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2. Task Order Process:
2.1 CONSULTANT's services to be performed under this Agreement ("Services")
shall be set forth in individual task orders using the general format set forth in Exhibit A ("Task
Order").
2.2 Upon the written request of CLIENT, CONSULTANT shall prepare a Task Order
containing an identification of the project ("Project"), description of the Services, compensation
to be paid to CONSULTANT for the performance of the Services ("Compensation"), and a
proposed schedule for the performance ("Project Schedule") for the Services consistent with the
scope of services of paragraph 1.1 herein.
2.2 Upon mutual agreement of the parties, the Task Order shall be finalized and
executed by the parties. The effective date of the task order will be as set forth in the individual
Task Order.
2.3 Changes to the Task Order shall be made in writing and signed by both parties.
3. Subcontractors, Suppliers and Professionals. There are no subcontractors
identified for this contract. In the event CONSULTANT contracts with or employs any
subcontractors or suppliers during the term of this Agreement, CONSULTANT shall
immediately give notice of such additional subcontractors and suppliers to the CITY.
4. Term of Agreement. This Agreement shall have an effective date as set forth
above and shall remain in effect until terminated earlier pursuant to this Agreement.
5. Compensation of Consultant. CONSULTANT shall submit its standard
monthly invoice describing the Services performed and expenses incurred during the preceding
month. CLIENT shall make payment of all undisputed portions of such invoice and provide
written justification for the withholding of any disputed portions to CONSULTANT within thirty
(30) calendar days after receipt of CONSULTANT's monthly invoice.
6. Independent Contractor. The CITY and CONSULTANT hereby agree that
CONSULTANT shall perform the services exclusively as an independent contractor and not as
employee or agent of the CITY. The Parties do not intend to create through this Agreement any
partnership, corporation, employer/employee relationship, joint venture or other business entity
or relationship other than that of independent contractor. CONSULTANT, its managers,
members, directors, officers, shareholders, agents and employees shall not receive nor be entitled
to any employment-related benefits from the CITY including without limitation, workers
compensation insurance, unemployment insurance, health insurance, retirement benefits or any
benefit that the CITY offers to its employees. CONSULTANT shall be solely responsible for the
payment of all payroll and withholding taxes for amounts paid to CONSULTANT under this
Agreement and for work performed by CONSULTANT managers, members, directors, officers,
shareholders, agents and employees; and CONSULTANT hereby releases, holds harmless and
agrees to indemnify the CITY from and against any and all claims or penalties, including without
limitation the 100% penalty, which in any manner relate to or arise from any failure to pay such
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payroll or withholding taxes.
7. Termination. CLIENT may terminate all or part of this Agreement for
CLIENT's convenience by providing ten (10) days written notice to CONSULTANT. In such
event, CONSULTANT will be entitled to Compensation for the Services performed up to the
effective date of termination. CONSULTANT will not be entitled to compensation for profit on
Services not performed.
8. Temporary Suspension of Services. CITY may, at any time and without cause,
suspend the Services of CONSULTANT, or any portion thereof for a period of not more than
ninety (90) days by notice in writing to CONSULTANT. CONSULTANT shall resume the
Services on receipt from CITY of a written notice of resumption of the Services. In the event
that the period of suspension exceeds ninety (90) days, the contract time and compensation are
subject to renegotiation.
9. Indemnification. CONSULTANT agrees to indemnify and hold the CITY
harmless from and against all claims, suits, damages (including without limitation, damages to
persons and property including deaths), costs, losses, and expenses, in any manner related to or
arising from the negligent acts or omissions of CONSULTANT, its managers, members,
directors, officers, shareholders, agents and employees.
10. Copyright, Ownership and Use of Materials. CONSULTANT hereby assigns to
the CITY all right, title, and interest, including, but not limited to, copyright and all copyright
rights, in all materials created by CONSULTANT in its performance under this Agreement and/or
delivered to the CITY hereunder and shall execute any documents necessary to effectuate such
assignment, with the exception that CONSULTANT hereby grants to the CITY an irrevocable,
fully-paid up, royalty-free license to use any document provided to the CITY including without
limitation any document known as a "detail." CONSULTANT warrants that it has the lawful right
to grant the forgoing license to the CITY. In the event CONSULTANT uses any individual who is
not a full-time employee of CONSULTANT or entity to perform any work required of it pursuant
to this Agreement CONSULTANT shall require said individual or entity to sign an agreement
containing identical wording as the foregoing with the exception that word"CONSULTANT" is to
be replaced with the individual's or entity's name. Materials constitute all written and other
tangible expressions, including, but not limited to, drawings, documents, reports, surveys,
renderings, exhibits, models, prints, photographs, etc. All materials furnished by CONSULTANT
hereunder shall be and shall remain the property of the CITY. In the event of Agreement
termination by either party for any reason, as provided under this Agreement, the CITY will have
the right to receive, and CONSULTANT shall promptly provide to the CITY, all drawings,
documents, reports, surveys, renderings, exhibits, models, prints, photographs, etc., and other
materials prepared by the CONSULTANT for the services under this Agreement. In the event of
termination, and any dispute regarding the amount to be paid under this Agreement
notwithstanding, the CITY retains the right to receive and use any such documents or materials.
The foregoing provisions shall survive the term and termination of this Agreement.
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11. Legal and Regulatory Compliance. CONSULTANT shall perform all services
and prepare documents in compliance with the applicable requirements of laws, codes, rules,
regulations, ordinances, and standards.
12. Insurance. CONSULTANT shall maintain professional liability insurance in the
amount of$1,000,000.00 and workers compensation insurance from an insurance carrier licensed
to do business in the State of Idaho, and furnish proof of said insurance to the CITY prior to
performing any of the services or being entitled to any pay therefore.
13. Compliance with Laws/Public Records. CONSULTANT, its managers,
members, directors, officers, shareholders, agents and employees shall comply with all federal,
state and local laws, rules and ordinances. This Agreement does not relieve CONSULTANT of
any obligation or responsibility imposed upon CONSULTANT by law. Without limitation,
CONSULTANT hereby acknowledges that all writings and documents, including without
limitation email, containing information relating to the conduct or administration of the public's
business prepared by CONSULTANT for CITY regardless of physical form or characteristics
may be public records pursuant to Idaho Code Section 9-337 et seq. CONSULTANT further
acknowledges that, subject to certain limitations, the public may examine and take a copy of all
such public writings and records. Accordingly, CONSULTANT shall maintain such writings
and records in such a manner that they may be readily identified, retrieved and made available
for such inspection and copying.
14. Notice. All notices,requests for Task Orders, or other communication required or
provided for under this Agreement, herein shall be in writing. Notices to the CITY and
CONSULTANT shall be addressed as follows:
City of Eagle Tischlerbise, Inc.
do Nichoel Baird Spencer 4701 Sangamore Road Suite 240,
660 E. Civic Lane Bethesda, MD 20816
Eagle, ID 83616
15. Non-Assignment. CONSULTANT hereby acknowledges that the CITY has
agreed to enter this Agreement based in part on CONSULTANT unique skills and reputation for
professional work. Accordingly, CONSULTANT may not assign or transfer in any manner this
Agreement or any of CONSULTANT right, title or interest in or to this Agreement without the
prior written consent of the CITY which may be withheld for any reason.
16. Amendments.This Agreement may only be changed, modified, or amended in
writing executed by all parties.
17. Headings. The headings in the Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define, or limit the scope,
extent, or intent of this Agreement or any provision hereof.
18. Attorney Fees and Costs. In the event that either party hereto is required to
retain the services of an attorney to enforce any of its rights hereunder, the non-prevailing party
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shall pay to the prevailing party all reasonable costs and attorney fees incurred in such
enforcement, whether or not litigation is commenced and including reasonable costs and attorney
fees on appeal.
19. No Presumption. No presumption shall exist in favor of or against any party to
this Agreement as the result of the drafting and preparation of the document.
20. Governing Law. This Agreement shall be governed by the laws and decisions of
the State of Idaho.
21. Entire Agreement. This Agreement contains the entire Agreement between the
parties respecting the matters herein set forth and supersedes all prior Agreements between the
parties hereto respecting such matter.
22. Survival. Paragraph 9 of this Agreement shall survive termination or the
completion of the Services under this Agreement.
23. Execution and Fax Copies and Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
23. Authority. The parties executing this Agreement warrant, state, acknowledge,
and affirm that they have the authority to sign the same and to bind themselves to the terms
contained herein.
-f1l
WITNESS WHEREOF, the Parties execute this Agreement as of this /I day of
LI , 2021.
CITY OF EAGLE TISCHLERBISE, INC.
Ada County, Idaho
BY: BY:
aso• Pierce Carson Bise
Mayor Its: President
ATTEST:
cor'-1.P E i o
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Eagle Ci Clerk
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shall pay to the prevailing party all reasonable costs and attorney fees incurred in such
enforcement,whether or not litigation is commenced and including reasonable costs and attorney
fees on appeal.
19. No Presumption. No presumption shall exist in favor of or against any party to
this Agreement as the result of the drafting and preparation of the document.
20. Governing Law. This Agreement shall be governed by the laws and decisions of
the State of Idaho.
21. Entire Agreement. This Agreement contains the entire Agreement between the
parties respecting the matters herein set forth and supersedes all prior Agreements between the
parties hereto respecting such matter.
22. Survival. Paragraph 9 of this Agreement shall survive termination or the
completion of the Services under this Agreement.
23. Execution and Fax Copies and Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an original,but all of
which together shall constitute one and the same instrument.
23. Authority. The parties executing this Agreement warrant, state, acknowledge,
and affirm that they have the authority to sign the same and to bind themselves to the terms
contained herein.
WITNESS WHEREOF, the Parties execute this Agreement as of this i i _ day of
Q , 2021.
CITY OF EAGLE TISCHLERBISE,INC.
Ada County, Idaho
BY: — BY: --4e)r---7 ,....>
Jaso Carson Bise
Its: Mayor Its: President
ATTEST:
I,' o*NT6
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racy E. V v i• Cc
Eagle Ci lerk g . Al
s
MASTER CONSULTING SERVICES AGREEMENT-S
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EXHIBIT A
TASK ORDER NO.
City of Eagle
(City)
and
TischlerBise
(Consultant)
This Task Order is issued by the City and accepted by the Consultant pursuant to the mutual
promises, covenants and conditions contained in the Agreement between the above named
parties dated
BACKGROUND
This Task Order presents the scope of services, schedule, and compensation for Fiscal Impact
Tool Special Model Run for insert project name.
SCOPE OF SERVICES
Describe scope of services or reference attachment
SCHEDULE
Insert required timeline for services rendered.
COMPENSATION
Insert compensation amount, detailing rate of services, and hours required for each.
EFFECTIVE DATE •
This Task Order No. .is effective as of the_day of
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IN WITNESS WHEREOF, duly authorized representatives of the City and of the Consultant
have executed this Task Order No. evidencing its issuance by City and acceptance by
Consultant.
By: By:
Jason Pierce, Mayor Carson Bise, Consultant
City of Eagle Its: President
ATTEST:
Tracy E. Osborn, City Clerk
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