Service Solicited - 2023 - TRS Range Services, LLC - Shooting Sports Park Construction PROFESSIONAL SERVICES AGREEMENT
SHOOTING SPORTS PARK CONSTRUCTION
This Professional Services Agreement("Agreement")is entered into this 15th day of
May, 2023, by and between the City of Eagle, an Idaho municipal corporation ("City") and TRS
Range Services,LLC an Idaho limited liability company("Contractor"). The City and Contractor
are sometimes collectively referred to herein as the"Parties."
RECITALS
WHEREAS, the City desires to contract for the design and construction of a shooting and
archery sports park known as the Eagle Sports Park;
WHEREAS,the City sought proposals from firms specializing in professional engineering
and construction services for the design and construction of the Eagle Sports Park; and
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide the design-build for the Eagle Shooting Sports as contemplated in this
Agreement.
AGREEMENT
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. Incorporation of recitals: The above Recitals and attached Exhibits 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. Scope of Services: The Contractor and/or its subcontractors shall perform the
Phase 1 and Phase 2 work identified in Exhibit A attached hereto and incorporated herein. City
may,at any time,request that the Contractor perform additional work. Within five(5)business days
after the Contractor's receipt of the City's request,the Contractor shall advise the City in writing of
the price associated with implementing the additional work. The Contractor shall perform the
additional work upon mutual execution of an Addendum to this Agreement setting forth the
additional work,price and any other additional terms agreed upon by the Parties.
3. Commencement of Work: Contractor shall not commence General Site
Construction work under this Agreement until: (1)the City approves the Planned Unit Master Plan
for the area of land where the Eagle Sports Park will be located, and(2)the City delivers a written
Notice to Proceed to Contractor to commence said work. Contractor acknowledges that it will not
be entitled to any compensation under this Agreement for any General Site Construction work
commenced prior to receiving a written Notice to Proceed from City.
4. Ownership and Intellectual Propel: All materials produced for the City by
Contractor under this Agreement shall become the property of the City except Contractor shall
retain sole ownership of any know-how,software,source code,tools and methodologies developed
by Contractor(hereinafter"work Product"). Contractor hereby grants to City a royalty-free,non-
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exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
5. Compensation: The Contractor shall be paid for its services in an amount not to
exceed five hundred thousand dollars ($500,000.00)for Phase 1 and Phase 2 work as identified in
Exhibit A.
6. Additional Expenses: Usual and customary office expenses, as well as mileage
compensation, shall not be considered for reimbursement to the Contractor. However, should
other services be needed by the contractor prior written approval must be obtained by the City,for
said expenses to be available for reimbursement.
7. Equipment. Materials, Supplies: Contractor shall supply, at Contractor's sole
expense, all equipment,tools, materials, and/or supplies to accomplish the services to be provided
under this Agreement, with the exception the various caliber firearms and ammunition of the live-
fire noise study. These items will provided and coordinated by the City of Eagle.
8. Payment: The Contractor shall submit an invoice for payment to Eagle City Hall,
P.O Box 1520,Eagle, Idaho 83616. Payment of Contractor's invoice cannot be made until a copy
of Contractor's W-9 is provided to the City. Payment shall be made within thirty (30) days of
receipt invoice. Should the 30th day fall on a weekend, the payment shall be due the following
Monday. An additional charge of 1.5% per month shall accrue per month of unpaid balance.
Payment by City shall not constitute acceptance of that particular work,and such payment shall in
no way be construed to limit any right that City may have against the Contractor including,but not
limited to,the Client's right to reject any work prior to payment as stated in Paragraph 10 below.
9. Taxes: The Contractor assumes full and sole responsibility for payment of state
and federal income tax, withholdings, social security, and other payroll taxes on any income
attributable to the Contractor arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 prior to payment of its invoice.
10. Acceptance: City may reject any work that does not conform to Exhibit A of this
Agreement or that which is not performed in a good and workmanlike manner. City shall notify
Contractor in writing within fourteen (14) business days of the rejection and reason(s) for the
rejection. Contractor shall have the opportunity to rectify any rejected work.
11. Insurance: Contractor shall maintain the following insurance during the term of
this Agreement:
(a) Commercial General Liability: $1,000,000 Each Occurrence/$2,000,000 Aggregate
(b) Automobile Liability: $1,000,000 Combined Single Limit
(c) Workers' Compensation Employers Liability Insurance: State Statutory Limits$1,000,000
Each Accident
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(d) Professional Liability: $1,000,000 Each Occurrence/Aggregate
(e) Owner's and Contractor's Protective Umbrella Coverage: $2,000,000 Each
Occurrence/Aggregate
12. Bonding: Prior to commencement of work, the Contractor shall obtain and
maintain during the term of this Agreement a performance bond and payment bond each in an
amount equal to one hundred percent (100%) of the contract price. The bonds shall be in form
acceptable to the City and issued by a surety licensed to do business in the State of Idaho. The
Contractor shall deliver the bonds to the City prior to commencement of the work under this
Agreement.
13. Independent contractor: At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the City. City shall
have the right to control Contractor only insofar as the results of Contractor's services rendered
pursuant to this Agreement. City shall not have the right to control the means and methods by
which Contractor accomplishes services rendered hereunder. Contractor shall indemnify the City
against any liability arising out of an allegation or finding that Contractor is not an independent
contractor. Contractor is not entitled to employee benefit programs or any protection afforded
employees of the City of Eagle. Contractor is not prohibited from providing the same services for
other businesses at any time except times which would present a conflict in providing City services
under this Agreement. As a self-employed person, the Contractor will be solely responsible for
payment of all federal and state taxes, will not be an employee of the City for worker's
compensation or any other purposes, and will not have unemployment insurance benefits.
14. Contractor not agent: Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied,pursuant to this Agreement,to bind
City to any obligation whatsoever.
15. Warranty: Contractor warrants that the Services shall be performed in a
professional manner and with a level of care,technical skill, and diligence commensurate with the
requirements of the Services to be performed under this Agreement. Contractor further warrants
all workmanship and materials used for the completion of Services, for one (1) year from the date
of acceptance by the City.
16. Nondiscrimination: Contractor agrees not to discriminate against any person
because of race, color,religion, sex,national origin, age, disability or marital status in any activity
for which Contractor is providing services under this Agreement.
17. Indemnification: Contractor agrees 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
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18. 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 Director of Long Range Planning and Projects,Nichoel
Baird Spencer. 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:
CITY OF EAGLE: CONTRACTOR:
Attn: City Clerk TRS Range Services, LLC
660 East Civic Lane Attn: Brandt Elwell and/or Matt Dresselhaus
P.O. Box 1520 P.O. Box 1697
Eagle, ID 83616 Eagle, ID 83616
Phone: 208-939-6813 Phone: 208-938-2891
E-mail: clerks ,cityofeagle.org E-mail: info atrsr=4eservices.com
19. Compliance with Laws: Each party shall comply with all applicable Federal,State
and local laws and regulations including Eagle City Code.
20. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
21. Attorne '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.
22. 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.
23. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
24. 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.
25. 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.
26. Approval: The City and Contractor 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE: CONTRACTOR:
Jasom efce, Mayor Kel4y ONeal, Man ing Member
TRS Range Services, LLC
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Tracy E.; sborn, City Cle&-,,-; x / 4y s�
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EXHIBIT A
(Scope of Work)
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""UNTA
Protect fast ures Finn Men-D.ys needed Eathnatad Cost Notes
phase I-Daslgn 117$ 208,200M
Design&Public Participation
Survey,Geotech and Civil Design TRS-Rivhab 15$ IS,S05.00
Public Involvement Sniping Meetings TRS-Rivhab 20$ 5,550.00
General Sike Construction can begin after 30%design douments.Development of Design Documents
30%Design Documents TRS-Rivhab 5$ 21,410.00 concurrent with survey,civil design and Publlc Involvment/Stoping
60%Design Documents TRS-Rivhab 10$ 41,525.00
Cost Estimate for full build out TRS-Rivhab 5$ 18,655.00 Cost Estimate to be finalized with completion of 60%designs
Presentation to the City TRS-Rivhab 4$ 5,252.00 Upon City Approval Public range construction can begin
General Site Construction Folfoarfng Items requirea rwtice to proteed(NTP)offer City approve/)the Planning Unit Marter,Plan(PUMP)
5...re site with signs and temporary fencing TRS/TDX 10$ 16,332.00 General Site Constru Won and Archery range can be performed concurrently
Site layout of ranges TRS/rDX 8$ 22,161.00
Clear and layout ranges TDX-Rivhab 25$ 40,000.00
Primary access road for this task to extend to Archery Ranges only..Remainder of road to be completed
Cut in primary access road TRS/TDX 15$ 23,810A0 upon receipt of funding
Phase 2-Archery Ranges 50$ 291,800.00
Static Archery Range
Rough grade range and parking lot TDX 20$ 78,000.00
Archery range final grading/finish surfaces TDX 10$ 80,000.00
Archery Range 31)coarse
Rough grade walking path and target placement locations TRS-TDX 10$ 83,800.00
Finish grade walking paths and target lagpirk d TRS-TDX 10$ 50,000.00 Trigger point to begin construction of Public Ranges
Phase cog to be negotiated
Phase B-Publlc Ranges 420 prior to notice to proceed
Public Range Construction
90%Design Documents TRS-Rivhab 10 I90%Design Documents
Rough cut Roadway and storm drain Into public ranges TDX as
Bring in utilities TDX 25
Parking lot finish paving TDX
Sitefencing and entrykiosk TDX
Clear and layout ranges Surveyor 40
Build back and side berms TRS 95
Range backstop Install TRS 80
Range shade structures install Wright Brothers 45
Range finish surfaces and finish grading TRS/Wright Bm 55
Restroom building installation Wright Brothers 10
Finish surface roads and parking lots TDX 25 Trigger point to begin construction of shotgun ranges
Phase cost to be negotiated
Phase 4-shotgun Range, 115 prior to notice to proceed
Shotgun Ranges
Rough cut Roadway and storm drain Into public ranges TDX 30
Bring in utilities TDX 15
Clear and layoutrangos Surveyor 5
Rough grade range surfaces TDX 20
Range backstop Install TRS 5
Rang.shade structures Install Wright Brothers 1S
Range finish surfaces and finish grading TDX S
Restroom building Installation Wright Brothers 30
Finish surface roads and Parking lots TDX 10 Completion of public ranges and trigger point for ompletion of Classrom/Simulaiton buildings.
Phase cost to be negotiated
Phase 5-Site Buildings 225 prior to notice to proceed
Classroom/Simulation building Task to be completed after completion of public ranges.
Design Rivhab 45
Layout and install foundation TDX 10
Bring in Utilities TDX 15
Rough in parking area TDX 15
Build building Wright Brothers 130
Finish area around building TDX 5
Finish parking lot TDX 5 Substantial completion of Shooting Sports Park
I.w Enforcement Range Funding for LE ranges under separate sources.Start dates to be determined.
Rough cut Roadway and storm drain into public ranges TDX 20
Bring in utilities TDX 35
Clear and layout ranges Surveyor 30
Build back and side berms or precast side walk TRS 70
Range backstop Install TRS 65
Range shade structures install Wright Brothers 25
Range finish surfaces and finish grading TDX 10
Restroom building installation Wright Brothers 10
Finish surface roads and parking lots TDX 20
ingp g TRS 20