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Professional Services Agreement with TAG for Historical Research and Consulting ServicesPROFESSIONAL SER'~ICES AGREEMENT This Professional Services Agreement {the"Agreement"} is entered into fibis o~ ~ da of Y , X012, by and between TAG Historical Research and Consulting, albin of The Arrawrock Group, Inc., an Idaho carparatian~lo~ated in Boise, Idaho, {the "Consultant"}, for itself and its hers, executors, administrators, related entities and assigns and the City of Meridian, Idaho (the "Client"}. RECITALS WHEREAS, the CLIENfi is in need of professional services for an architectural survey of agricultural sites previously identified within the Ten Mile Interchange Specific Area; WHEREAS, the Consultant has agreed to perform consulting work to assist the CLIENT' with the foregoing needs anal 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 ~ahibit A, and incorporated herein by this reference as if set Earth in full {"Consulting Services"}. Z. 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 three thousand and na dollars {$3,~~O,a~} {"Project Fee"). 2.2 fibs CLIENT shall pay the fa11 amount of the Project Fee upon acceptance of the Consultant's final report. 3. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create anemployer-employee, partnership or joint venture relationship between the CLIENT and Consultant. Consultant is an independent contractor and not an employee of fine CLIENT. The consideration set forth in Section ~ shad be the sale consideration due Consultant for the services rendered hereunder. It is understood that the CLIF~NT shall not withhold any atnaunts for payment of taxes from the can~pensatian of Consultation hereunder. Consultant shall not represent itself to be ar hold itself out as an employee of the CLI~;NT and Consultants 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 CLI~;b1T's regular employees. Any and all sutras subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal ar municipal laws ar union or professional guild regulations shall be Consultant's sole responsibility. PRQ~ESSIONAL SERVICES AGREEMENT-~ ~',AG HISTORICAL RESEARCH & 4.~t~NSULTING - ~. ~a~a~dentia~ . In the course of pe~fornning the Consulting Services, the par~.es ~ ,, '~` reco ire that the Consultant may come in. contact or bec~or~e fa~~l~a~r with ra~fortnat~o ~~ wh~eh the C~~~T naa~r consider can.dent~al. Con ulta~.t agrees ~c~t to discuss or di~ul a to an one other than appropriate C11IEI~T personnel or their designees any g Y information farrnaliy designated by the CLI~~NT as "Confidatiai." 5. Term. This Agreement shall commence on month, day, gear, ar~d shah. terminate on month, day, years, unless eariiex t~nated by either p~~rty hereto, Esther ply nay. terminate this Agreement upon they {3~~ days written nt~tice, ~. ~o~nsultant's Tpayer ~.~. Numiber. Con~suitaot shall pra~~de the CEI~I~T wida its ~"a,~p~ayer Ll~. I~urnber prior to receipt of .y payment 7. ~epresentato~ns and 'a~ran~es. The Cansultar~t shall make no representations, w~farranties or c~anr.~mitme~nts bindin the C~,IE[~T without the CLIE~T's prior v~rtten g consent. $~ The ~a~er. failure tc~ i~~oke any right, condition, ~r covenant in the .Agreement by either art shy not be deemed to im 1 car constitute a v~aver off' any rights, ~nditin, o ~ ~'' p ~' covenant and. neither party .may rely an such fai ure, ~. ~-#i+~e. And notice +cr Cammu~icatiion permitted Qr requ:d by this ~~rn~ent h~~. be deemed effe~tr~e v~hen persanaliy del~rered or~ deposited, post~~ge prepaid, in the ~t ~'"~ class Waal of the united States roperly addressed to the approp~.ate p~ at the ~ddre~s p set forth belo~r l~'otiees t+o Consultant: ~I+a~tices ~o Client,.. Earhara Perry Bauer Cif o~'ler%dxan TAB stoical R.esearoh ~ Consulting City Clem ~.~ B+~~'~33 3~ E. Bmaday Avenue Boise, its 8377-1~3~ Meridian, l~ ~~6 10. ~n~o~rce~b~~y. ~ any provisiwn of this Agreement is held by a ca~urt of carnpetent jurisdi~ion to be unenforceable, -the remainder of the Areement shall remain in .fail.. force and effort ar~d shall in no may be imp~.red. 1 Y, lVlisCelianeon Il..~ entire Agxeement an:d Am+~ndmen. This gre~mnt constitutes the entire agreement of the parties witb regd t+o the subject .matter herec~~, and daces and supersedes all. other agreements yr understandings, whether written or oral. ~To amendment ar extension of this Agreement shall be binding u~ess in v~riting and signed by both parties. P~tt~F~S5~U~3A~ S~~~rrC~s A~~~~~r - TAB H~s~ra~cA~, ~ESEA~CH ~ Ca~s~u~T~r~~ - 2 11.Z Governing Law, Severability. This Agreement shall be governed by the laws of the State of Idaho. The invalidity or unenfarceability of any provision of this Agreement shall not affect the validity ar enforceability of any other provision. '~VHEREFGRE, the undersigned parties have executed this Agreement as of the date first written above. CITY OF MERI~L~1N TAG HISTGRICAL RESEARCH CGNSULTING albin of The Arrowrock Group, Inc. By: o~~~' ~ Mayor T y de Weerd By: Barbara Perry Bauer, Pre dent Attest: 4~©Ap-TED A ~G~'S~ ~4 .r ~~ ~~~ City of E I~IAN aycee olman, City Clerk ~' ~~~"° ~~~ ~~ ~y~ ~~~ ~~ ~~~~~ r~~~a~~'~ P~O~ESSIONAL SERVICES AGREEMENT -- TACK HISTORICAL RESEARC~I ~ CONSULTING - ~ EXF3IBIT A P~t~FBSS~C~~AI~ ~~~.V~ES A~,GRE~MEI~T --TA~x HISTtJRI~l~L SEAR~~ ~ ~ON'SULT~NC~ _ 4 Proposal 2'~ Phase Ten Mile Interchange Area Survey Meridian, Idaho Submitted to the City of Meridian By TAG Historical Research 8~ Consulting (a!b/n The Arrowrock Cnroup, Tnc.) ~anu~~rY 2d, X011 .+. .. -~ -~ ~~. y. '~ ~awx rn asal ro~rzdes a n~ethadc~lcgy far Phase Twa of a~. ~rc~itect~l survey The fQll P ~ ~ , ~c~~ sins vtbi~ e den Lie Interchange specific ,area. Phase .~ ~dent~fed of a , 2~ ro er~ies see attached lis~~ which patentia~~ meat te~sive Ievei survey. Praper~~es p ~' { were included in this list if the aer~ai view a~a~iabie on e Ada County Assessar s _ ult le aut~build~a. ~ indicati~ a f~rrn~tead. The decis~a . webs~te pra~de~d evidence of m p ~ , ~ to ~.te~svel _ surv+~ a~n articular ro er~y will be made during ~e ea~urse of the ~ Y Y P ~' p fieldwork, I£ the buildings do pct r~ histari~ inte~ri~y ar a of mom recent o~ervie~ ~otc~ a hs cf e site w~l be t.eu. anal a r~pert~ ad~s~ will can~truct~c-n, p ~ p be notedR If a ~arrn~#ead is pct, ~i. den~~.able his~~.c buil~~.g~ aid structures,.. tae o will be dccuYn+ented with ha~a r ~.~, a sketch reap, descriptive inforrnatian pr ~ ~ ~ d Iin~ted addi~or~ research. Bay an the results of Phase i it is likely ~t i ~ ~r ewer ro ex~ies will be intensively surveyed. Likely properties are ic+cat~~. on ~'i~tary ~~ Rand between Linder Road and Black Cat ~.aad an.~ alarm Ender ~o and Black Cat Road south of Ten File ~aad. Ei ht ~ reviot~l~ recorded ~rope.~ies deter~~ned eligible~cantributing ~befare ~~~5 ~ ~~ will be revisited., fibe of ormatxon on the existing Idaha- Historic bites In~rentc~ry fnr~n fdrms will be u ted if necessar and an overview photograph v~ll be taker. {I~iS~} pda Y Methad~lag ~`eta~ ~o~l~~ bite visits to Z~ selects prr~perties and. ~ pre~riausly r~card~d ~'~`~ sites. ~. Revi~~v ~r~va~~ ~~ys. Archival research at Merida Histnric~l society and IdaliQ Histor%cal society. 3, ~,~,~.~ ;~~. Complete ~~~ fort: far any proper~es relied during field work far intensive-level sur~-ey. Update forms for 8 prc~iousiy recarde properties. ~.. ~~r~m~ry ~~p+rlri. ~n~plete ~ summary report which outlines the pr+aject ethodolo ,results ar~d recvnamenda~ons. T~eiivcrables Spy report Ph~atagraphs of recorded prop+ies IHSI database (electronic and hard copies 'The City will provide the ft~llawing; Letter ~ prn owners requesting .property access ~priar to carn~mencerr~ent of f~eldwark} Press release re aiding project local newspapers and~ar other aPp'~pre ,,.~ media Bud e~ fat to e~cee~'$3,~~~.~0 nc~uc~ng pr~fess~~n~I s~rv~~ and exp~ns~s. g ~. .. Prufe~s~vna~ ser~~es; Research, fie~~ wars. ~t~rig, Ong, ad report prodaetc~~. up to 46 ~QUrs$~~4alhcur. ~~.e~u~e: wn~k t~ be.n upon cxecutia~n ~f can#ract. Field'orl~; Febru -- .hear€h 2~~ Research, cum Ietcn of forms d repcr~s p ~ c~ l ~~ ~, ~. A~ddtona~ n~ar~na~ion ~~l ~n ~~~ ~nvaice u n cQ~n ~eti~n of ~ie~dv~or~, 2~~ ~n~o~ce upon su~n~ssia~. of g pa ~ ~in~ pra~uc~ ~surance re~~~io~tes an~~ a '~V-~ form will be pr+c~v~ded upon e~e~cutan cif ~:e c~-ntract. ~ciual ~mpiaymcnt U,~potfitmify Policy Statement ~'he Arr~n~-roc~C ~rrnarp, I~~ dlbla T~iG HistoricQ~ Research dr C~nsultirr~ is committed to esluual employment ©ppartanity to ail' qualified persons without ward to race, Ca~4C, Greed, rellg'ton, age, gender, national. Qrigin, encestr~r, meritai status„ disability or Y other protected s~tus. we are committed to this policy by tl~e laws o~'our country and by our own- vatue syem. ~}ur PuleY of ~q~al l~mployment ~}ppo~ty applies to ail aspects t~f employment ~t 1 AC Hi~tari~ax Rese~rcb C~~.sultin;~, including hiring, compensation, promotion, transfer, tra~nin~ end disciplinary actial~. It is also our poticy to conduct ail business without regard to age, race, eotor, religion, gender or national a~.in.