Service Solicited - 2025 - Stack Rock Group, Inc. - Athletic Park Architecture Design ServicesCITY OF EAGLE
PROFESSIONAL SERVICES AGREEMENT
(ARCHITECTURE DESIGN SERVICES)
This Professional Services Agreement ("Agreement") is entered into this V9 day of
March 2025, by and between the City of Eagle, an Idaho municipal corporation ("City") and Stack
Rock Group, Inc. ("Contractor") an Idaho corporation. The City and Contractor are sometimes
collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City desires to contract architecture design services to provide 3D
architecture renderings and fly through animations for the Eagle City Athletic Park donation
campaign;
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide architecture design services contemplated in this Agreement;
WHEREAS, Contractor shall provide architecture design services;
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 Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor and/or its subcontractors shall provide the deliverables as
identified in Exhibit A attached hereto and incorporated herein.
3. Term AND Termination: The deliverables identified in Exhibit A shall be
provided to the City no later than April 11, 2025. The City may terminate this Agreement
immediately upon any breach of performance specified in this Agreement by the Contractor or any
violation of State, Federal or local law. Notwithstanding any provision of this Agreement,
Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any
breach of this Agreement by Contractor, and City may withhold any payments to Contractor for
the purposes of set-off until such time as the exact amount of damages due City from Contractor
is determined. This provision shall survive the termination of this Agreement and shall not relieve
Contractor of liability to City for damages.
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4. Ownership and Intellectual Property: 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-
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 Thousand Two hundred dollars and zero cents ($5,200.00).
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. Eauipment. 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.
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.
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. 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.
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11. 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.
12. 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.
13. 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.
14. 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. 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: Holly Csencsits
Stack Rock Group, Inc.
660 E. Civic Lane / PO Box 1520
404 S. 8th Street #300 Al
Eagle, ID 83616
Boise, ID 83702
208-939-6813
208-345-0500
Email (general):
Hceencsits@cityofeagle.org
Email: Will Howard
Email (financial): financeacitvofeagle.org
15. Compliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
16. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
17. 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.
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18. 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.
19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. 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.
21. Statutory Certifications: In accordance with Idaho Code Section 67-2359 Stack
Rock Group (company) 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. 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.
23. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
Bard Pike, Mayor
STACK ROCK GROUP, INC.:
Will Howard, President
Stack Rock Group
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18. Entire Anyement: 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.
19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. Heim 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.
21. Statutory Certifications: In accordance with Idaho Code Section 67-2359 Stack
Rock Group (company) 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. 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.
23. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
Bard Pike, Mayor
Updated 9/17/24
STACK ROCK GROUP, INC.:
Will Howard, President
Stack Rock Group
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EXHIBIT A
SCOPE OF SERVICES
1. Initial Coordination and File Setup
2. Drone Photos of Site
3.3D Modeling
4. Renders
• Both high resolution and low resolution (or only high resolution if we only get one) digital renderings
(no print). Ideally. the renderings would provide aerial overviews of the park in its entirety. overhead
views of larger areas of the park. and a number of ground -level shots of key components of the
park. A mix of mid -day and sunset imagery would be ideal. Assume 40+ images.
• A video fly -through of the park from the entrance at State Highway 16 around the loop road
(towards the park) and into the park.
• One (I) meeting (minimum. more as you preferineed) to review draft renderings: fly -through in order
to provide comments prior to finalization.
• Final deliverables (digital) delivered to the City by April 'I 1. 2025.
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