Service Solicited - 2025 - The Arrowrock Group, Inc DBA Tag Historical Research & Consulting - Historical Consultant for Downtown StudyCITY OF EAGLE,
PROFESSIONAL SERVICES AGREEMENT
(HISTORICAL CONSULTANT)
Phis Professional Services Agreement ("Agreement") is entered into this day of
2025. by and between the City of liagle, an Idaho municipal corporation 'and
I HE ARkOWROC'K GROUP, INC. an Idaho corporation doing business as TAG I IISTORiCAL
RESFARCiI & CONSUL.TING ("('ontractor''). The City and Contractor are sometimes
collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City has received grant Funds from the State Ilistoric Preservation Office
to conduct a Reconnaissance bevel I listorical Survey of downtown Eagle.
WHEREAS, the City desires to hire a consultant to provide professional services tc
conduct an in-depth study of downtown Eagle to identify historic preservation boundaries and
designate structures for future National Ilistoric Register applications and prepare a Final Report
containing the consultant's findings and conclusions.
WI1fREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to conduct the Reconnaissance Level I listorical Survey and prepare the associated Final
Report 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 Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor shall provide City with the deliverables identified in
Exhibit A attached hereto and incorporated herein.
3. 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.
Page I of 5
4. Report Due Date: Contractor shall provide City with a Final Report setting forth
Contractor's findings and conclusions from Contractor's survey. The Final Report shall be
submitted to the City on or before ,1uly 30, 2025.
5. Compensation: The Contractor shall be paid for its services in an amount not to
exceed eight thousand nine -hundred thirty-seven dollars and forty-seven cents ($8,937.47) as
identified in Exhibit A for each phase of work performed.
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, tier
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.
8. Payment: The Contractor shall submit an invoice for payment to Fagle City Hall,
P.0 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.
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.
It. 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.
Page ,„r5
20. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
21. Heirs and Assigns: This Agreement and the terms and conditions hereol' shall
apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto.
22. Statutory Certifications: In accordance with Idaho Code Section 67-2359 Levi
Ilewitt (Skyhawks) 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.
23. Severability: Ifany part ofthis 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.
22. 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:
2;;�
Bra ike, Mayor
CONTRACTOR:
Oa,(4 .
Barbara Perry Bauer
TAG Historical Research & Consulting
JATF,ST: '
Tracy L. orn, City Clerk
i
Page 4 of 5
EXHIBIT A
SCOPE OF SERVICES
Budget Estimate
Historians are billed at $89.47 per hour (loaded hourly rate)
Clerical is billed at $29.11 (loaded hourly rate)
Tasks'
Estimated
Rate
Estimated Cost
Hours
Administration and project
6
$
—
89.47
— — -_
meetings
S
536.32
Field Work Historian,
estimated for approximately
70 properties
20
$
89.47
$
1,789.40
Research
40
_
$
89.47
$
3,578.80
Enter update resource in
ICRIS
20
$
29.11
$
582.20
Preparation of survey report
_ _
including survey
methodology, results,
findings
25
$
89.47
$
2,236.75
Total
$
8,723.47
Project Costs
Total Cost
ICRIS fee
$250.00.
$
250.00
Total
$
250.00
Project Total
$
8,937.47
Page 5 of 5