Service Solicited - 2025 - JUB Engineers, Inc - Adaptive Reuse Study for Jackson HousePROFESSIONAL SERVICE AGREEMENT
This PRQXESSIONAL SERVICES AGREEMENT (the "Agreement") is entered into this
day of 2025, by and between the City of Eagle, an Idaho municipal corporation
("City") and J-U-B En veers, Inc., an Idaho corporation. ("Consultant"). The City and Contractor
are sometimes collectively referred to herein as the "Parties."
RECITALS
WHEREAS the City owns a parcel of real property and house located at 127 South Eagle
Road Eagle, Idaho 83616 also known as the historic Orville Jackson House (collectively the
"Property");
WHEREAS the City desires to hire a consultant to provide professional services to prepare
an adaptive reuse study for the Property to identify options for the long-term utilization and public
access to the Property;
WHEREAS Consultant possesses the requisite qualifications, skills and the experience
necessary to prepare the associated Scope of Work contemplated in this Agreement;
WHEREAS the Idaho Legislature during its 2023 legislative session passed an act, codified
at Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in certain
contracts for services (including any renewals of such contracts) a written certification that the
Vendor/Contractor is not currently owned or operated by the government of China and will not for
the duration of the contract be owned or operated by the government of China; and
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. INCORPORATION OF RECITALS. The above Recitals are a material part
of this Agreement and are incorporated into the Terms and Conditions of this Agreement by
reference as though they were fully set forth herein.
2. SERVICES. The Consultant shall perform all services to accomplish the Scope of
Work identified in Exhibit A attached hereto and made a part hereof as an integral part of this
Agreement.
3. COMPENSATION. The Contractor shall be paid for actual services rendered at
a total project rate not to exceed $33,650.00 (the "Contract Sum").
4. CHANGES IN SCOPE OF WORK. Changes in the Scope of Work shall
be accomplished by a Change Order. A Change Order is a written instrument issued after the
execution of this Agreement signed by the City and Contractor stating their agreement upon the
change in Scope of Work and, if necessary, an adjustment to the Contract Sum and/or the
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Completion Date. Any adjustment to the Contract Sum or the Completion Date required by the
Change Order shall be expressly set forth in the Change Order and, if no such adjustment is
expressly set forth in the Change Order, there shall be no implied agreement for changing the
Contract Sum or the Completion Date.
5. 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.
6. COMMENCEMENT AND COMPLETION. Contractor shall achieve
substantial completion of the Scope of Work no later than September 1, 2025 (the "Completion
Date").
7. INDEPENDENT CONSULTANT. The City and Consultant hereby agree that
Consultant shall perform the services contemplated in under this Agreement 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 Consultant's payments for work performed in performance of this
Agreement 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 payroll or withholding taxes.
8. OWNERSHIP AND INTELLECTUAL PROPERTY: All materials produced
for the City by the Consultant under this Agreement shall become the sole property of the City.
Consultant hereby assigns to the City all of Consultant's 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. Consultant further warrants that all materials created by Consultant will not
constitute infringement of any copyright, patent or other intellectual property rights of any third
party.
In the event of termination of this Agreement by either party for any reason, the City shall
have the right to receive, and Consultant shall promptly provide to the City, all drawings, documents,
graphic images, creative assets, reports, renderings, exhibits, models, prints, photographs, etc., and
other materials prepared by the Consultant for the Scope of Work 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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Use or reuse of Consultant's work for any purpose other than intended by this Agreement
shall be at the City's sole risk.
9. INDEMNIFICATION. Consultant shall indemnify and hold City harmless with
respect to any claim or action made against City that the material created by Consultant infringes
on any U.S. patent, copyright or other intellectual property right of a third party. Consultant agrees
to give City, and City agrees to give Consultant, as appropriate, prompt written notice of any
written threat, warning or notice of any such claim or action against Consultant or City, as
appropriate.
10. PAYMENT SUBMISSION. Consultant shall submit an invoice for payment to
Eagle City Hall, P.O Box 1520, Eagle, Idaho 83616. The invoice shall provide a detailed statement
of the services provided, and hours spent on the task. Payment shall be made within thirty (30)
days of receipt invoice. If payment is not received within thirty (30) days of delivery of invoice
late fees of $50.00 per day will accrue. Should the 30th day fall on a weekend, the payment shall
be due the following Monday.
11. TAXES: The Consultant 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 Consultant arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 at time of contract execution.
12. CONSULTANT NOT AGENT. Except as City may specify in writing,
Consultant shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this
Agreement, to bind City to any obligation whatsoever.
13. 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 Nichoel Spencer Baird and point of contact for Consultant
shall be Sheri Freemuth. 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: CONSULTANT:
City of Eagle
660 East Civic Lane
Eagle, ID 83616
Telephone: 208-489-8790
Email: Nbaird@cityofeagle.org
J-U-B Engineers, Inc.
2760 W Excursion Ln Ste 400
Meridian, ID 83642
Telephone: (208) 376-7330
Email : sfreemuth@jub.com
14. COMPLIANCE WITH LAWS. Each party shall comply with all applicable
Federal, State and local laws and regulations.
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15. ASSIGNMENT. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
16. 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.
17. ENTIRE AGREEMENT. This Agreement and Exhibit(s) constitute the entire
agreement between the parties, and no representations or promises not set forth herein have been
made by either party as an inducement for entering into this Agreement. Any modification of this
Agreement or additional obligation assumed by either party in connection with this Agreement
shall be binding only if in writing and signed by each party.
18. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of Idaho.
19. 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.
20. 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.
21. STATUTORY CERTIFICATIONS. In accordance with Idaho Code Section 67-
2359 Consultant hereby certifies that it is not owned or operated by the Government of China, as
defined in said code section, and that during the Term of this Agreement it will not be owned or
operated by the Government of China
22. 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.
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:
Brad Pike, Mayv
CONSULTANT:
Contractor Timothy Blair, P. E.
Area Manager, J- U-B Engineers, Inc.
Print: Timothy Blair PE
Date: 02/24/2025
ATTE T:
Tracy Osb , City Clerk
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EXHIBIT A
(Scope of Work)
Phase 1 - Project Initiation and Administration (February 18, 2025 — September 1, 2025) $2,616.00
Throughout the life of the project, J-U-B will provide monthly updates and invoices to the city.
Six one -hour virtual team meetings are anticipated to occur once each month; J-U-B will prepare agendas and notes
for these meetings and distribute them to the team. The city will identify key participants for these team meetings.
Deliverables: Agendas/notes for the 6 meetings (agendas will be provided no less than 24 hours ahead of each meeting
and summaries including action items will be provided within 7-days of the conclusion of the meeting)
Phase 2 - Existing Document Evaluation (February — April 30, 2025) $5,784.00
Review relevant planning documents listed in the Scope of Work, including the original plat and plans, the 2024
Historic Structure Report, City reports, codes and plans that may pertain to the project (these materials will be provided
by the city and include any other documentation that might be required for a thorough evaluation). J-U-B will evaluate
existing information and provide a narrative summary.
Deliverable: Narrative summary of known opportunities and challenges, including reference list of all materials
reviewed will be provided on or before April 30, 2025.
Phase 3 - Alternative Development and Analysis (April - June 2025) $10,767.00
Focus on the development of alternatives for the Adaptive Reuse of the historic house and grounds; a group of partners,
identified and invited by the city, will be assembled for a kick-off meeting and site visit. Based on the results of that
meeting and the results of Phase 2, J-U-B will develop five alternatives for the adaptive reuse of the house and grounds.
Site plans depicting potential modifications to the site under each alternative will be prepared in collaboration with
qualified City personnel. A short narrative describing physical and temporal elements of each alternative will
accompany the site plan. Cost estimates for each alternative will not be prepared by J-U-B during this process.
Deliverables: Graphic presentation of five alternatives, with accompanying short narrative. The alternatives will be
reviewed in a virtual meeting with the partner group prior to an in -person public open house.
J-U-B will prepare and facilitate the open house, collaborating with the city on logistics and promotions. Display
boards of the five alternatives will be prepared by J-U-B along with two additional boards providing additional context
to the adaptive reuse study. J-U-B will summarize the results of the open house in a brief report that will support
deliberations during Phase 4. Summary will be completed within 14-days of the open house on or before June 15,
2025.
Phase 3A: Concept Development: (April - June 2025) $10,000.00
In Conjunction with Phase 3, J-U-B's landscape architecture team will develop a base map utilizing
publicly available aerial imagery (e.g., Google Earth) and any relevant data provided by the city, such as
original landscape plans or updated drone footage. This base map will serve as the foundation for creating
initial design concepts for the adaptive reuse of the property. These preliminary concept plans, presented as
simple linework, will be reviewed with City staff and refined accordingly before being color -rendered for
presentation at a public open house. Following public feedback and input from the city, the team will refine
the concepts into three preferred alternatives, which will be color -rendered for City Council review.
Assumptions:
• Concept designs will be developed using preliminary base maps that are not survey accurate. As
the project progresses into future detailed design and implementation phases, adjustments to the
preliminary concept designs will be necessary to align with accurate survey data.
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• The five concept designs will include potential site layout options, with two or three exploring
distinct layout variations, while the remaining designs will reflect more minor adjustments or
iterations of the key variations.
• Concept designs will be simple, high-level plan view renderings intended to guide future detailed
design phases. Detailed design, construction documents, bidding assistance, and construction
period services are not included in this scope of work.
Deliverables: Development of 1 base layer map to be completes for utilization in the development of the 5
alternatives outlined in Phase 3. Concepts will be integrated into the 5 display boards and the alternatives
selected as part of Phase 4. These concepts shall be delivered on the same timeline as Phase 3.
Phase 4 — Council Alternative Selection (June —August 2025) $4,483.00
Final stage of the project will focus on the selection of three preferred alternatives for consideration by the City
Council. Prior to the City Council presentation, the partners group will convene virtually to review the open house
summary report and recommended alternatives.
Deliverables: Agenda/Notes for virtual partners group meeting for use by City staff to be delivered 7-days prior to
the meeting. A summary of the partner group meeting provided within 7-days of completion of the meeting.
Presentation and facilitated discussion with the Eagle City Council at a time coordinated with Eagle City Staff. Based
on the comments provided by the City Council, a brief implementation plan for a selected alternative will be prepared
to identify next steps and provide appropriate recommendations for the City Council's further consideration/adoption.
The implementation plan and selected alternative will be the final deliverable and will be provided to the city on or
before September 1, 2025.
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