HomeMy WebLinkAboutProfessional Services Agreement with TAG Historical Research for Historic Preservation Commission consultingPROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the"Agreement") is entered into this 11th day July,
2013, by and between TAG Historical Research and Consulting, a/b/n of The Arrowrock
Group, Inc., an Idaho corporation located in Boise, Idaho (the "Consultant"), for itself and its
heirs, executors, administrators, related entities and assigns and the City of Meridian, Idaho
(the "Client").
RECITALS
WHEREAS, the Client is in need of professional services to create a draft historic
preservation plan;
WHEREAS, the Consultant has agreed to perform consulting work to assist the Client with
the foregoing needs and other related activities as described herein;
NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as
follows:
1. Consultant's Services. Consultant shall be available and shall provide the Client
professional services as described in the Proposal attached hereto as Exhibit A, and
incorporated herein by this reference as if set forth in full ("Consulting Services").
2. Consideration.
2.1 In consideration of the Consulting Services to be performed by Consultant under the
Agreement, the Client shall pay Consultant an amount not to exceed two thousand five
hundred and no dollars ($2,500.00) for the Draft Plan Component of the Project and an
amount not to exceed two thousand five hundred and no dollars ($2,500.00) for the
Finalization of the Plan ("Project Fee").
2.2 The Client shall pay the full amount of the Project Fee upon acceptance of the
Consultant's draft report and final report respectively.
3. Independent Contractor. Nothing contained herein or any document executed in
connection herewith, shall be construed to create an employer-employee, partnership or joint
venture relationship between the Client and Consultant. Consultant is an independent
contractor and not an employee of the Client. The consideration set forth in Section 2 shall be
the sole consideration due Consultant for the services rendered hereunder. It is understood that
the Client shall not withhold any amounts for payment of taxes from the compensation of
consultation hereunder. Consultant shall not represent itself to be or hold itself out as an
employee of the Client and Consultant acknowledges that it shall not have the right or
entitlement in or to any of the pension, retirement or other benefit programs now or hereafter
available to the Client's regular employees. Any and all sums subject to deductions, if any,
PROFESSIONAL SERVICES AGREEMENT - 1
required to be withheld and/or paid under any applicable state, federal or municipal laws or
union or professional guild regulations shall be Consultant's sole responsibility.
4. Confidentiality. In the course of performing the Consulting Services, the parties recognize
that the Consultant may come in contact or become familiar with information which the Client
may consider confidential. Consultant agrees not to discuss or divulge to anyone other than
appropriate Client personnel or their designees any information formally designated by the
Client as "Confidential."
5. Term. This Agreement shall commence on July 11, 2013, and shall terminate on
September 30, 2014 unless earlier terminated by either party hereto. Either party may
terminate this Agreement upon thirty (30) days written notice.
6. Consultant's Taxpayer I.D. Number. Consultant shall provide the Client with its
Taxpayer I.D. Number prior to receipt of any payment.
7. Representations and Warranties. The Consultant shall make no representations,
warranties, or commitments binding the Client without the Client's prior written consent.
S. The Waiver. Failure to invoke any right, condition, or covenant in the Agreement by either
party shall not be deemed to imply or constitute a waiver of any rights, condition, o covenant
and neither party may rely on such failure.
9. Notice. Any notice or communication permitted or required by this Agreement shall be
deemed effective when personally delivered or deposited, postage prepaid, in the first class
mail of the United States properly addressed to the appropriate party at the address set forth
below:
Notices to Consultant: Notices to Client:
Barbara Pent' Bauer City of Meridian
TAG Historical Research & Consulting Purchasing Agent
P.O. Box 7333 33 E. Broadway Avenue
Boise, ID 83707-1333 Meridian, Idaho 83642
10. Enforceability. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, the remainder of the Agreement shall remain in full force and
effect and shall in no way be impaired.
11. Miscellaneous.
11.1 Entire Agreement and Amendments. This Agreement constitutes the entire agreement
of the parties with regard to the subject matter hereof, and replaces and supersedes all other
agreements or understandings, whether written or oral. No amendment or extension of this
Agreement shall be binding unless in writing and signed by both parties.
PROFESSIONAL SERVICES AGREEMENT - 2
11.2 Governing Law, Severability. This Agreement shall be governed by the laws of the
State of Idaho. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision.
WHEREFORE, the undersigned parties have executed this Agreement as of the date first
written above.
City of Meridian TAG Historical Research &
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Scope of Work
TAG Historical Research & Consulting (TAG) will produce a historic preservation plan
for the City of Meridian Historic Preservation Commission. The following Scope of
Work (SOW) outlines the methodology and tasks required to complete the project.
Part 1 (Draft Plan)
Tasks
Contract and Project Review Meeting
TAG will meet with Meridian City staff to review contract and discuss project
schedule.
2. Research
Research includes review of information about historic preservation projects of
the City of Meridian, any related city ordinances, and the City's comprehensive
plan. Research may also include interviews with community leaders, government
officials and others who are involved in the local preservation process.
3. Write draft plan
TAG will draft a plan based on research and will submit the plan to the Meridian
Historic Preservation Commission for review.
Draft Plan Components
The draft plan will include the following components:
Introduction
Historical Background
Resources, Status, Issues, and Needs
Goals and Policies for Local Historic Preservation
Mechanism to Achieve Goals
Linkages with Other Elements
Appendices
P.O. Box 7333
Boise, Idaho 83707
208-338-1014
www.ta¢historv.com
Part 2 (Finalize Plan)
Tasks
1. Revision 1
Following presentation of the draft plan to the Meridian Historic Preservation
Council, TAG will complete revisions based on comments received from the
Commissioners.
The revised plan will be presented to the Commissioners for review before a
public meeting to present the plan to the public and ask for comments.
2. Public meeting
TAG will attend a Meridian HPC meeting to assist in presenting the draft plan to
the public. Public comments will be accepted for a period specified by the City of
Meridian.
3. Revisions 2 and 3
TAG will revise the plan (Revision 2) based on comments and suggestions from
the public and submit Revision 2 to the Meridian HPC for review. Once the HPC
has reviewed Revision 2 and provided any additional comments, TAG will make
any needed revisions and return to the HPC for a final review (Revision 3). Once
the final review is complete, TAG will complete any final changes, complete a
final copy edit of the plan and submit the final plan to the HPC.
4. Public meeting (if required)
If the HPC desires, TAG will attend a public meeting to assist in presenting the
final plan to the public.
Final Products
Part 1 Final Product-Draft historic preservation plan in electronic file formats (.pdf and
Word if requested)
Part 2 Final Product--TAG will provide the final preservafion plan in electronic file
formats (.pdf and Word if requested) as well as 2 hard copies.
Schedule
The schedule for Parts 1 and 2 will be determined upon execution of the contract.
Scope of YPork
Meridinn Historic Preservntion Plnn
TAG Hisloricnl Resenrc5 & Consulting
Angust2013
Project Personnel
Barbara Perry Bauer (M.A., Public History) is a historian specializing in community and
local history, historic preservation, and environmental history. Ms. Bauer has extensive
experience in public history projects and public exhibits. A founding member of TAG
Historical Research & Consulting (a/b/n The Arrowrock Group, Inc.) she has been a
principal investigator with the company since 1993. With a special interest in the history
of neighborhoods and urban development, she has been the project manager for historic
site surveys in Meridian, Caldwell and Ada County and has given public presentations on
local and neighborhood history. She has extensive knowledge of Meridian City history
and architecture and with Elizabeth Jacox, has written several house histories of Meridian
residences. She will serve as the project manager.
Elizabeth Jacox (B.A., History) has broad experience in the organization, management,
and use of archival collections. She has more than 25 years of experience in the field of
historical reseazch. She worked at the Idaho State Historical Society Library & Archives
for fourteen years, where she was responsible for managing the historic photograph
collection and assisting the public with research in special collections and archives. She
joined TAG Historical Research & Consulting in 1995. She has served as project
manager for historic site surveys in Nampa, Pocatello, Weiser and Hailey and
coordinated a records management project for the Idaho Department of Lands.
Scope of rYork
dleridinn Historic Presewalian Plan
TAG Hisloricnl Research & Consulting
Ae~gnst 2013
Budget Part 1(Draft Plan)
Descri tion Meetin s/Project Admin 4 $65.00 $260.00
Research, Writin 34 $65.00 $2,210.00
Total $2,470.00
Expenses
Copies, etc. $30.00
Project Total $2,500.00
Budget Part 2 (Finalize Plan)
Description Meetin s/Project Admin 8 $65.00 $520.00
Revisions/editin 28 $65.00 $1,820.00
Total $2,340.00
Expenses
Copies, etc. $160.00
Project Total $2,500.00
Scope of YI%rk
Meridian Historic Preservation Plan
'lAG Historical Research & Consulting
August 2013