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HomeMy Public PortalAbout2014.09.15 Agreement for Professional ServicesT-O ENGINEERS, INC. AGREEMENT FOR PROFESSIONAL SERVICES T-O Engineers, Inc. Project No. 110070 Date: March 1, 2012 Am ended: Sept.15, 2014 THIS AGREEMENT is between THE CITY OF McCALL, IDAHO, hereinafter referred to as the 'CLIENT' and T-O ENGINEERS, INC., an Idaho Corporation, hereinafter referred to as 'CONSULTANT°. The CLIENT and CONSULTANT in consideration of their mutual covenants herein agree as set forth below. The Client intends to acquire si* several parcels of land adjacent to the McCall Municipal Airport, shown on the attached Exhibit C, hereinafter referred to as the PROJECT. CLIENT INFORMATION AND RESPONSIBILITIES The CLIENT will provide to CONSULTANT a full and complete description of the PROJECT including; all design criteria, information as to CLIENT's requirements for the PROJECT, design objectives and constraints, capacity and.performance requirements, flexibility and expandability needs, any budgetary limitations, and copies of all design and construction standards which CLIENT will require to be incorporated in the Drawings and Specifications. CONSULTANT hereby requests and CLIENT agrees to provide to CONSULTANT all associated project information including data prepared by others; soil borings, probings and subsurface explorations; hydrographic surveys; laboratory tests and inspection reports of samples, materials and equipment; studies and interpretations of all environmental assessment and impact statements; surveys of record; property descriptions; zoning, deed and other land use restrictions; other special data or consultations as may be available; all of which CONSULTANT may use and rely upon in performing services under this Agreement. The CLIENT will obtain permission for CONSULTANT to enter upon public and private property as required for CONSULTANT to perform services under this Agreement. SERVICES TO BE PERFORMED BY CONSULTANT CONSULTANT will provide the following generally described services under this Agreement: See the attached Exhibit A. BASIS OF FEE AND BILLING SCHEDULE The Client will pay CONSULTANT for services provided under this Agreement as follows: Compensation will be made for all labor charges and direct expenses expended during the performance of work described above. Labor charges are the product of actual time charged to the PROJECT multiplied by the rate for that employee classification as shown on the attached Exhibit B. Direct expenses are the sumbf all expenditures or charges attributable to the PROJECT that are not labor charges, including subconsulting fees. The fees described and estimated above are only estimates, the final amount billed for this work shall include all time, at stated bill rates, plus all direct expenses. The total fee for Tasks 1.0 through 4.0 is not anticipated to exceed $88,422.00. Notice to Proceed, either verbal or written, shall constitute acceptance of this Agreement by the CLIENT. THE TERMS AND CONDITIONS, INCLUDING RISK ALLOCATION, ARE PART OF THIS AGREEMENT. THE CLIENT AGREES TO SAID TERMS AND CONDITIONS. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CLIENT: THE CITY OF McCALL, IDAHO T-O ENGINEERS, INC. ADDRESS: 216 E. PARK STREET 9777 CHINDEN BOULEVARD McCALL, IDAHO 83638 BOISE, IDAHO 83714-2008 BY: TITLE: SIGNATURE: DATE: 5 f tkt.yl,so vi e..0 L(IA Q i ( ,Pv 2 i i(a I ei— BY: David A. Mitchell, P.E. TITLE: Vice `�, President SIGNATURE: l .0 41 DATE: , 9 f v...tlft,- ( S; 2-6(1 SERVICE AGREEMENT, 1 OF 4 ENGR. - 3/30/95 T-O ENGINEERS, INC. TERMS AND CONDITIONS GENERAL • CONSULTANT shall provide for CLIENT professional services for the Project described in this Agreement. These services will be performed in accordance with generally accepted professional practices for the intended use of the project. CONSULTANT makes no other warranty either expressed or implied. CONSULTANT shall not be responsible for acts or omissions of any party involved in the Project other than their own. CONSULTANT shall not be responsible for failure of any contractor or subcontractor to construct any item in accordance with recommendations issued by T-0. CONSULTANT has not been retained to supervise, direct or have control over Contractor's work. CONSULTANT specifically does not have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor(s) furnishing and performing their work. Accordingly, CONSULTANT can neither guarantee the performance of the construction contracts by Contractor(s) nor assume responsibility for Contractor(s) failure to furnish and perform their work in accordance with the Contract Documents. The CLIENT understands and agrees that subsurface and soils characteristics may vary greatly between successive test points and sample intervals. CONSULTANT will coordinate this work in accordance with generally accepted practice of the professional services being provided and makes no other warranties expressed or implied or as to the professional advice furnished by professionals providing soils testing or geotechnical advice. Resetting of survey and/or construction stakes shall constitute extra work and shall be paid for on a time and material basis in addition to any other payment provided in this Agreement. OPINIONS OF COST • CONSULTANT may be asked to provide opinions of construction or PROJECT costs as part of the professional services under this Agreement. The CLIENT understands and agrees that CONSULTANT has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of determining prices, or over competitive bidding or market conditions. The CLIENT understands that CONSULTANT opinions of cost are based on CONSULTANT experience and represents CONSULTANT'S judgment based on that experience, but CONSULTANT does not guarantee or warranty that either quotes, bids or estimates prepared by contractors, subcontractors or other will not deviate from opinions prepared by CONSULTANT. The CLIENT agrees to employ an independent cost estimator if the CLIENT desires additional assurance, warranty or guarantee of PROJECT costs. Should the CLIENT request that CONSULTANT modify any PROJECT aspect to reduce construction costs, then those services shall be considered additional and beyond the scope of this Agreement unless specifically stated otherwise in this Agreement. GOVERNING LAW , Unless otherwise provided in an addendum, the law of the State of Idaho will govern the validity of this Agreement, its interpretation and performance, and remedies for contract breach or any other claims related to this Agreement. SUCCESSORS AND ASSIGNS CLIENT and CONSULTANT each is hereby bound and the partners, successors, executors, administrators and legal representatives of CLIENT and CONSULTANT are likewise bound to the other party to this Agreement, in respect of all covenants, agreements and obligations of this Agreement. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than CLIENT and CONSULTANT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of CLIENT and CONSULTANT and not for the benefit of any other party. TIMES OF PAYMENTS CONSULTANT shall submit monthly statements for services rendered and for Reimbursable Expenses incurred. CLIENT shall make prompt monthly payments. All account balances not paid in full on or before the last day of the month of the account billing date shall bear interest at the rate of twenty-one (21) percent (%) per annum compounded monthly from the first day of the month following account billing until paid in full. Any payments received shall be credited first to accrued interest and then to principal. CLIENT agrees that all fees or costs incurred by the CONSULTANT to collect unpaid fees or costs shall be added to the account balance on the first day of the month that said fees or costs are incurred. CONSULTANT may, after giving ten days' written notice to CLIENT, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, interest and collection charges. TERMINATION CLIENT agrees that CONSULTANT has the right to suspend or terminate service if undisputed charges are not paid within 45 days of receipt of CONSULTANT'S invoice. CLIENT recognizes that any charges not paid within 30 days are subject to a late payment charge equivalent to 1.5 percent of the balance due for each additional month or fraction thereof that undisputed charges remain unpaid. Any charges held to be in dispute shall be called to CONSULTANT's attention, in writing, within 30 days of receipt of Consultant's invoice, and CLIENT and CONSULTANT shall work together in good faith to resolve their differences. If CLIENT AND CONSULTANT shall be unable to resolve.their differences within 25 days, CONSULTANT shall have the right to suspend or terminate service. The obligation to provide further services under this Agreement may be terminated by either party upon thirty days' written notice. Such termination shall be based upon substantial lack of performance by the other party under the terms and conditions of this Agreement when said substantial lack of performance is through no fault of the terminating party. If this Agreement is terminated by either party, CONSULTANT shall be paid for services rendered and for reimbursable expenses incurred to the date of such termination plus an allowance for demobilization costs as determined by CONSULTANT. HAZARDOUS WASTE AND ASBESTOS The CLIENT and CONSULTANT agree that the work covered in this Agreement does not anticipate either the presence or remediation of hazardous waste and/or asbestos. Hazardous materials may exist where there is not reason to believe they should be present., CONSULTANT and the CLIENT agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. CONSULTANT and the CLIENT also agree that the discovery of unanticipated hazardous materials may make it necessary for CONSULTANT to take immediate measures to protect human health and safety, and/or the environment. CONSULTANT agrees to notify the CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. The CLIENT encourages CONSULTANT to take any and all measures that in CONSULTANT's professional opinion are justified to preserve and protect the health and safety of CONSULTANT'S personnel and the public, and/or the environment, and the CLIENT agrees to compensate CONSULTANT for the additional cost of such work. DISPUTE RESOLUTION • All claims, disputes or controversies arising out of, or in relation to the interpretation, application or enforcement of this Agreement shall be decided through non -binding mediation or other mutually agreed alternative dispute resolution technique. The CLIENT and CONSULTANT agree non -binding mediation or other mutually acceptable alternative dispute resolution technique shall precede litigation or recourse to other judicial forums. RECOVERY OF DISPUTE RESOLUTION COSTS In the event that legal action is brought by either party against the other, the prevailing party shall be reimbursed by the other for the prevailing party's legal costs, in addition to whatever other judgments or settlement sums, if any, may be due. Such legal costs shall include, but not be limited to, reasonable attorney's fees, court costs, expert witness fees and other documented expenses, as well as the value of time spent by the prevailing party and those in his or her employ in researching the issues in questions, discussing matters with attorneys and others, preparing for depositions, responding to interrogatories, and so on. EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the CLIENT and CONSULTANT and supersedes all prior negotiations, representations or agreements, written or oral. The Agreement may be amended only by written instrument signed by both CLIENT and CONSULTANT. SERVICE AGREEMENT, 2 OF 4 ENGR. - 3/30/95 EXHIBIT A DESCRIPTION OF SERVICES (Amended Tasks Italicized) SCOPE OF SERVICES The City of McCall intends to proceed with project tasks related to acquisition of six several parcels of land (see attached Exhibit C). The land will be used for relocation of the parallel taxiway at McCall Municipal Airport and for future airport development. These parcels are adjacent to the -east side of the McCall Municipal Airport and are currently undeveloped. The six parcels of land to be acquired are currently under various ownerships. This Scope of Services assumes a Record of Survey (ROS) and legal description exist for Parcels 1, 2, 3 and 4 and that a boundary survey, ROS and legal descriptions must be completed for Parcels 5 and 6. The Client has asked the Consultant to perform the following tasks related to the acquisition of the six parcels of land. 1.0 ADMINISTRATION 1.1 Scope of Work/Project Formulation. Define Scope of Work, priorities, schedules and formulate the project approach. Prepare a work task narrative. 1.2 Project Fee Estimate. List work tasks in spreadsheet form including man-hours, hourly rates and lump sum fees. 1.3 Professional Services Agreement. Draft Professional Services Agreement. Review Agreement and finalize. 1.4 Sub -Consultant Agreements. Coordinate with Appraiser, Review Appraiser and Negotiator as required to draft and finalize sub -consultant agreements. Amended to include revised/new agreements for Corlett and Morse & Co. 1.5 Meetings. Attend up to two project organization meetings with officials from the City of McCall. 1.6 Advise City of FAA compliance documentation and procedural requirements. Provide support to the City for coordination and guidance through the procurement process. 1.7 Travel Time — Phase 1. 2.0 LAND ACQUISITION ACTIVITIES 2.1 Land Acquisition Exhibits. Prepare exhibits of land to be acquired for use by FAA and City of McCall. Exhibits are anticipated to show land to be acquired and conceptual layout of development on land to be acquired. 2.2 Environmental Assessment Supplement. Prepare a supplement to the Environmental Assessment (EA) completed by WHPacific in September 2011. The EA originally addressed environmental impacts on 16.97 acres required for relocation of the parallel taxiway. FAA has indicated that the Environmental Assessment can be supplemented to include the remainder of Parcels 1, 2, 3, 4, 5 and 6 that was not studied in the original EA but that will be used for airport development. Specific tasks related to the EA Supplement include: 2.2.1 Description of EA project and property to be acquired. Description will reference the land acquisition exhibit prepared by T-O Engineers for the City of McCall. 2.2.2 Description of rationale behind acreage included in the original EA and justification for additional acreage to be included in land acquisition under the EA Supplement. Reference related conversations with FAA personnel. 2.2.3 Description of rationale for preparation of the EA Supplement in contrast to preparation of a new EA. 2.2.4 Address the resource categories included in FAA Order 1050 paragraph 4.11.A. Environmental data for the EA Supplement will be obtained from EA prepared by WHPacific. 2.2.5 Describe development of Parcels 1, 2, 3 and 4 in contrast to Parcels 5 and 6. While the EA Supplement will cover Parcels 1 through 6, Parcels 5 and 6 will require additional NEPA or local environmental evaluation prior to development. 2.2.6 Submit draft EA Supplement to FAA staff for review and comment. Address comments and finalize EA Supplement. 2.3 Property Owner Meetings. Hold two meetings to brief property owners on FAA land acquisition process. FAA Order 5100.37B Change 2 (3/14/08) and FAA AC 150/5100-17 Change 6 (11/07/05) will be utilized as guidance documents for meetings. Meetings are anticipated to be held in McCall, Idaho. 2.4 Coordinate with Appraiser. Communications and coordination with Appraiser regarding appraisal process. Provide appraisal report to City and FAA. Amended to include coordination with Joe Corlett for second appraisal. 2.5 Coordinate with Review Appraiser. Communications and coordination with Review Appraiser regarding review appraisal process. Provide review appraisal report to City and FAA. 2.6 Coordinate with Negotiator/Relocation Specialist. Communicate with Negotiator regarding negotiation process between property owners and City. Provide required information to City and FAA. 2.7 Coordinate with City and FAA. General coordination with City and FAA during the appraisal, review appraisal and negotiation process required .for land acquisition. Amended to include time for additional meetings to discuss results of appraisal review and subsequent revision of the Corlett appraisal. 2.8 Travel Time — Phase 2. SERVICE AGREEMENT, 3 OF 4 ENGR. - 3/30/95 2.9 Coordinate with Second Review Appraiser (Morse & Co.) for appraisal reviews ofJanoush and Corlett appraisals and with review of revisions to Corlett appraisal. 3.0 SURVEYING/MAPPING 3.1 Verify Legal Description. Coordinate and/or perform research of property at Title Company and County Assessor's office for six properties scheduled for acquisition. 3.2 Boundary Survey. Prepare property boundary survey for Record of Survey. Set corner pins to define property boundary for Parcel 5 and Parcel 6 only. Parcels are shown on the attached Exhibit C. 3.3 Record of Survey. Prepare Record of Survey for Parcel 5 and Parcel 6 only. 3.4 Prepare Legal Descriptions. Prepare legal descriptions for Parcel 5 and Parcel 6 only. 3.5 Update Airport Property Map. Update the Airport Property Map in the Airport Layout Plan set to show the parcels acquired during this project. 3.6 Travel Time — Phase 3. 4.0 FAA GRANT COORDINATION 4.1 Prepare Grant Application. Prepare and finalize grant application for review by FAA and City officials. Submit final grant application to FAA. 4.2 Grant Administration/FAA Coordination. Monitor grant status and report financial status to client and FAA officials. 4.3 Prepare Requests for Reimbursement. Prepare FAA Request for Reimbursement (RFR) form for land acquisition costs during and following property acquisition. Submit RFR form to City for approval. 4.4 Sponsor's Certification for Real Property Acquisition. Prepare and submit Final Application for Reimbursement, Sponsor's Certification for Real Property Acquisition to FAA officials. 4.5 Engineer's Final Report. Prepare and submit Engineer's/Sponsor's Final Report to FAA at project completion. Final Report will satisfy FAA requirements as listed in FAA handout titled "Engineer/Sponsor Final Report — Land". EXCLUSIONS The following items are not included in this Scope of Services: • More than one appraisal or review appraisal per parcel. • Preparation of the legal documents of sale or offer to purchase except for items listed in section 3.1. • Environmental review requiring special studies or analysis beyond those listed in Section 2.2. • Preparation of Record of Survey or legal descriptions for Parcel 1, Parcel 2, Parcel 3 or Parcel 4 as shown on the attached Exhibit C. • Preparation or abandonment of utility easements and right-of-ways. • Preparation of a Disadvantaged Business Enterprise (DBE) plan or goals. • Any services, product or professional responsibility not specifically stated in Exhibit A, Description of Services. Work associated with the above tasks is eligible for reimbursement from FAA/AIP grant funds following execution of the Grant. For land projects, FAA typically waits until a contract for purchase has been executed before a formal grant offer is prepared. SERVICE AGREEMENT, 4 OF 4 ENGR. - 3/30/95 McCall Municipal Airport AIP 3-16-0023-021 Land Acquisition Exhibit B Professional Services Agreement Basis of Cost Analysis Labor Worksheet Amended 9-15-14 Task Personnel Hourl Fee Description SE PM PE DE EIT CM Ins • CT SM Sury Adm. Total Hours $180. $105 $100 $90 $65• $105 $80 •$65 $125 $85 $40 Phase 1 - Administration Scope of. Work 4. ! 4 $ 420.00 1.1 1.2 Fee Estimate 3 3 $ 315.00 1.3 Agreement 4 2 6 $ 500.00 1.4 Subconsultant Agreements 10 10 $ 1,050.00 1.5 Meetings with Sponsor 3 8 11 $ 1,380.00 1.6 Advise and Coordinate with Owner and FAA 1 10 11 $ 1,230.00 1.7 Travel Time - Phase 1 8 8 $ 840.00 Subtotal, Phase 1 4 47 0 0 0 0 0 0 0 0 2 53 $ 5,735.00 Phase 2.- Land Acquisition Activities 6 12 18 $ 1,410.00 2.1 Prepare Land Acquisition Exhibits 2.2 . Environmental Assessment Supplement . 4 30. 8 42 $ 4,390.00 2.3 Meetings with Property Owners 3 6 9 $ 1,170.00 2.4 Coordinate with Appraiser 2 32 34 $ 3,720.00 2.5 • Coordinate with Review Appraiser 12 12 $ 1,260.00 2.6 Coordinate with Negotiator 2 20 22 $ 2,460.00 2.7 Coordination with FAA and Sponsor 4 36 40 $ 4,500.00 2.8 Travel Time - Phase 2 4 8 12 $ 1,560.00 2.9 Coordination with Appraisal Review 8 8 $ 840.00 Subtotal, Phase 2 19 158 0 0 20 0 0 0 0 0 0 197 $ 21,310.00 Phase 3 - Survey/Mapping 3.1 Verify Legal/Property Description 2 10 8 20 $ 2,140.00 3.2 Bounday Survey 1 20 21 $ 1,805.00 3.3 Record of Survey 2 6 • 12 20 $ 1,980.00 3.4 Legal Descriptions • 2 8 12 22 $ 2,230.00 3.5 Update Airport Property Map 1 6 7 $ 495.00 3.6 Travel Time - Phase 3 12 12 $ 1,020.00 Subtotal, Phase 3 0 8 0 0 6 0 0 0 24 64 0 102 $ 9,670.00 Phase 4 - Grant Coordination 8 3 11 $ 1,035.00 4.1 Prepare Grant Application 4.2 Grant Administration 10 10 $ 1,050.00 4.3 Prepare Requests for Reimbursement 4 4 2 10 $ 920.00 4.4 Prepare Sponsor's Certifications 6 6 $ 630.00 4.5 Prepare Final Report 8 2 4 2 16 $ 1,470.00 Subtotal, Phase 4 0 36 0 0 5 8 0 0 0 0 4 53 $ 5,105.00 Subtotal, Phases 1-4 23 249 0 0 31 8 0 0 24 64 6 405 $ 41,820.00 Page B-1 McCall Municipal Airport Land Acquisition Professional Services Agreement Fee Summary Phases 1-4 AIP 3-16-00230-021 Exhibit B Basis of Cost Analysis Amended 9-15-14 1. Personnel Costs Classification SE PM PE DE EIT CM Insp CT SM SUN Adm. Totals: Average Title Senior Engineer Project Manager Project Engineer Design Engineer Engineer -In -Training Construction Manager/Specifier Inspector CADD Technician Survey Manager Surveyor Administrative Assistant Rate/Hour Hours 23 249 0 0" 31 8 0 0 24 64 6 405 Rate/Hour $180.00 $105.00 $100.00 $90.00 $65.00 $105.00 $80.00 $65.00 $125.00 $85.00 $40.00 $103.26 Cost $4,140.00 $26,145.00 $0.00 $0.00 $2,015.00 $840.00 $0.00 $0.00 $3,000.00 $5,440.00 $240.00 $41,820.00 2. Subconsultant Fees Appraiser (Corlett) . . Review Appraiser (Langston) Negotiator/Relocation Specialist (Winder) Second Review Appraisal (Morse & Company) Appraisal Revision (Corlett) Subtotal, Subconsultant Fees: $7,500.00 $4,500.00 $20,000.00 $2, 500.00 $10, 500.00 $45,000.00 3. Reimbursable Expenses Description Vehicle Travel (Per Mile) Lodging .(Per Night) Airline Travel (Per Roundtrip) Meals (Lump Sum) Computer - CADD (Per Hour) GPS Survey Equipment (Per Hour) Document Reproduction (Lump Sum) Phone, Fax, Postage, Document Recording (Lump Sum) Subtotal, Reimbursable Expenses Number 1440 1 0 1 0 7 1" 1 Unit Cost $0.55 $100.00 $0.00 $75.00 $5.00 $55.00 $150.00 $100.00 Cost $792.00 $100.00 $0.00 $75.00 $0.00 $385.00 $150.00 $100.00 $1,602.00 [TOTAL FEE (1+2+3): $88,422.00 Page B-2 'O311SINO&I A11O111A SI Sa33NION3 0141 NOISSIMISd Nawan OloadS 1110HlIM S1N31N00 Sll 2I01N3Ni1tl1SNI SI111 d0 NOI/VO1d10041 2{0 3S11311 N0110I100 elSli ANV 'SN33NION3 0.1 d0 Aitainid 3N1SI1N3111181SNl SIHl'S�33NI0N3 0.1 I l0Z E0d'OCAM-01,O9WO Wom •poosle'VW 9O424 81.0Z/91/Z'OhiP uoDigirt oV Pu811PI41ssl INx311110011SiamPPInNe14OOO • l 713 T-O ENGINEERS September 6, 2013 Nathan Coyle Airport Manager McCall Municipal Airport 216 E. Park Street McCall, Idaho 83638 RE: McCall Municipal Airport Agreement for General Airport Consulting Services Dear Nate: Enclosed is an original signed and notarized copy of the Agreement for General Airport Consulting Services for the McCall Municipal Airport. I have retained a copy for our records. Please give this copy to BessieJo Wagner to retain for the City's records. I look forward to continuing to work with you and the City of McCall on upcoming projects at your airport. Sincerely, T-O ENGINEERS, INC. Kevin R. Bissell, P.E. Project Manager enclosure 9777 Chinden Boulevard Boise, ID 83714 Phone (208) 323-2288 Fax (208) 323-2399 info@to-engineers.com to-engineers.com Aviation I Transportation I Land Development I Municipal I Water Resources I Surveying AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES BETWEEN THE CITY OF McCALL (OWNER) McCALL, IDAHO AND T-O ENGINEERS, INC. (AIRPORT CONSULTANT) BOISE, IDAHO August 2005 Revised: July 2013 PROFESSIONAL SERVICES AGREEMENT WITNESSETH WHEREAS, the City of McCall, Idaho, hereinafter referred to as the "OWNER", desires to retain the services of a Professional Engineering, Planning, and Surveying Consultant knowledgeable in airport management, planning, development, and related issues to provide professional services on an "as -needed", "on -call' (continuing services) capacity, and; WHEREAS, it is the desire and intent of the OWNER to retain the services of a single professional service firm to serve as the Airport Consultant for both Airport Improvement Program (AIP) and Non-AIP funded projects, and; WHEREAS, pursuant to a public qualifications based selection process undertaken by the OWNER, T-O Engineers, Inc. of Boise, Idaho, an Idaho Corporation, hereinafter referred to as "AIRPORT CONSULTANT", was determined by the OWNER to possess the desired qualifications and experience to provide desired airport management, planning and development consultant services to the OWNER, and; WHEREAS, T-O Engineers, Inc. or "AIRPORT CONSULTANT" is a corporation duly licensed and practicing in the field of Professional Engineering, Surveying and Planning, and has performed similar services for other airport sponsors, and; WHEREAS, the OWNER desires to enter into a Professional Services Agreement with AIRPORT CONSULTANT, therefore, in consideration of the covenants hereafter set forth, the parties agree as follows: 1.0 GENERAL SERVICES TO BE RENDERED. AIRPORT CONSULTANT agrees to provide general consulting services to the OWNER with regard to the McCall Municipal Airport and related matters. In this regard, AIRPORT CONSULTANT agrees to respond to telephone or written communications from the OWNER and its authorized representatives and periodically attend meetings of the McCall Airport Advisory Committee for the purpose of providing general consultation, advice and other similar assistance with issues related to the McCall Municipal Airport. The general consulting services described hereinabove are not intended to include detailed engineering design and planning analysis of specific issues. Work assignments which require man-hour work effort beyond the intended scope of this Agreement may be authorized by the OWNER or their designated representative by written or oral communication with Engineer. Such Authorized services shall be considered Special Services and identified separately on each monthly invoice. Attachment 1 to this Agreement identifies anticipated tasks that OWNER may request AIRPORT CONSULTANT to provide pursuant to this Agreement. PROFESSIONAL SERVICES AGREEMENT 1 of 8 August 22, 2013 2.0 FEE. In consideration for the services described hereinabove, the OWNER agrees to pay to AIRPORT CONSULTANT a retainer fee payable as follows: One Thousand Dollars ($1,000.00) per month, commencing the 1st day of September, 2013. AIRPORT CONSULTANT agrees to submit invoices commencing with the first month following the date hereinabove listed as the date general consulting services commenced. Reimbursable expenses shall be in addition to the above fee. Fees for subconsultant services, if required, shall be considered a reimbursable expense. Fees for Special Services authorized by the OWNER shall be determined based on hourly prevailing rates basis in accordance with the attached Prevailing Functional Fee Schedule, dated April 1, 2013 identified as Exhibit A. Special Service Fees shall be identified separately on each monthly invoice. 3.0 BASIS OF FEE. In determination of fee proposal identified in Section 2.0 above AIRPORT CONSULTANT has assumed during the 12-month contract period participation in six (6) meetings of the Airport Advisory Committee by an Airport Engineer and participation in two (2) meetings by an Airport Management Consultant. AIRPORT CONSULTANT also has assumed an average of two (2) hours per month of technical support to the Airport by an Airport Engineer and two (2) hours per month by an Airport Management Consultant. 4.0 FEE REVIEW. The parties hereto agree that the compensation for AIRPORT CONSULTANTS general services shall be reviewed annually by both parties, and adjustments shall be made by taking into account the actual time, materials, and expenses actually incurred by AIRPORT CONSULTANT in performing the general services for the twelve month period preceding the annual review. In this regard, it is agreed and understood that AIRPORT CONSULTANT anticipates providing approximately one hundred (100) hours to fulfill the intent of this Agreement. AIRPORT CONSULTANT agrees to keep time, materials, and expense records of his services based upon AIRPORT CONSULTANT's Prevailing Functional Fee Schedule, dated April 1, 2013 identified as Exhibit A, attached hereto, as though set out at length herein. Any adjustment of AIRPORT CONSULTANT's annual retainer fee shall be effective only upon execution by both parties of a written amendment to this Agreement setting forth the adjusted rate. 5.0 TERM. This contract shall commence on September 1, 2013 hereof, and shall, except as hereinafter provided, extend for a period of twelve (12) months through August 31, 2014. 6.0 PAYMENT. AIRPORT CONSULTANT shall submit monthly statements for services rendered pursuant to this Agreement. If the OWNER fails to make any payment due AIRPORT CONSULTANT for services rendered within thirty (30) days after the date indicated on AIRPORT CONSULTANT's statement therefore, the amounts due AIRPORT CONSULTANT may include a charge at the rate of one percent (1 %) per month from said thirtieth (30th) day, and, in addition, AIRPORT CONSULTANT may, after giving fourteen (14) days written notice to the OWNER, suspend services under this Agreement until he has been paid in full all amounts due him for services rendered. PROFESSIONAL SERVICES AGREEMENT 2 of 8 August 22, 2013 7.0 PROJECT SPECIFIC SERVICES. It is further agreed between the parties hereto that, as additional consideration for AIRPORT CONSULTANT providing general consulting services for an annual retainer fee, in the event the OWNER decides to approve specific engineering and/or planning project(s) related to McCall Municipal Airport, said specific project services shall be provided by AIRPORT CONSULTANT pursuant to separate letter(s) of authorization or contract(s) to be negotiated between the parties during the term of this Agreement. 8.0 PROFESSIONAL STANDARDS. AIRPORT CONSULTANT shall render his services under this Agreement in accordance with generally accepted professional practices and standards for the intended use of the project, and makes no other warranty, either express or implied. 9.0 INDEPENDENT CONTRACTOR. AIRPORT CONSULTANT, his employees, and agents, shall perform the services required hereunder as an independent contractor in all regards, rather than an employee or agent of the OWNER. Services shall be provided as requested by the Airport Manager or other authorized representative of the OWNER. 10.0 SUCCESSORS AND ASSIGNS. 10.1 OWNER and AIRPORT CONSULTANT each bind themselves, their partners, successors, personal representatives, administrators and assigns to the other party to this Agreement, and to the successors, personal representatives, administrators, and assigns of such party in respect to all covenants of this Agreement. , 10.2 Neither AIRPORT CONSULTANT nor OWNER shall assign, sublet or transfer their interest or the obligations hereunder in this Agreement without the written consent of the other. 10.3 It is understood by AIRPORT CONSULTANT and OWNER that the Federal Aviation Administration is not a party to this Agreement and will not be responsible for cost of engineering and planning services provided pursuant to this Agreement except as might be agreed upon between the OWNER and the Federal Aviation Administration pursuant to a separate Grant Agreement for a specific project. For example; a portion of specific services provided under this Agreement may be considered planning or project formulation eligible for reimbursement as a part of a future FAA Airport Improvement Program (AIP) funded project. 11.0 TERMINATION OF AGREEMENT. This Agreement may be terminated by either party within thirty (30) days written notice to the other in the event of a substantial failure to perform in accordance with the terms hereof by either party through no fault of the other party. If terminated due to the fault of others than AIRPORT CONSULTANT, AIRPORT CONSULTANT shall be paid for services performed to the date of termination, including reimbursements then due, together with the actual out-of-pocket expenses incurred by AIRPORT CONSULTANT as a direct result of termination. If termination is due to the fault of AIRPORT CONSULTANT, OWNER is not obligated to pay any fees or expenses which specifically arise from the items of fault. PROFESSIONAL SERVICES AGREEMENT 3 of 8 August 22, 2013 12.0 SEPARABILITY. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be separable therefrom valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same. 13.0 ACTS OF GOD. Neither party shall hold the other responsible for damages or delay in performance caused by Acts of God, strikes, lockouts, accidents, or other events beyond the control of the other's employees and agents. 14.0 AMENDMENTS. This Agreement shall not be amended without the written consent of both parties. 15.0 CHOICE OF LAW. This Agreement shall be governed by the laws of the State of Idaho as the same may be amended from and after the date of this contract. 16.0 LITIGATION. Should litigation or arbitration occur between the two parties relating to the provisions of this Agreement, all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorney fees incurred by the prevailing party shall be paid by the non -prevailing party. 17.0 EXTENT OF AGREEMENT. This Agreement represents the entire agreement between OWNER and AIRPORT CONSULTANT and supersedes all prior negotiations, representations or agreement with the exception of prior Agreements relating to AIP eligible project specific services. 18.0 LIMITATION OF LIABILITY. OWNER recognizes that the AIRPORT CONSULTANT's fees include allowance for funding a variety of risks which affect the AIRPORT CONSULTANT by virtue of agreeing to perform services on OWNER's behalf. One of these risks stems from the AIRPORT CONSULTANT's potential for human error. In order for OWNER to obtain the benefits of a fee which includes a lesser allowance for risk funding, OWNER agrees to limit the AIRPORT CONSULTANT's liability to OWNER arising from the AIRPORT CONSULTANT's professional acts, errors or omissions in the performance of this Agreement as outlined in attachment 1, such that the total aggregate liability of the AIRPORT CONSULTANT to all those named shall not exceed $500,000 or the AIRPORT CONSULTANT's total fee for the services rendered under this Agreement as outline in attachment 1, whichever is greater. In the event the project described herein involves several unrelated aspects of work, the total fee shall be defined as the fee associated with the affected portion of work only. In the event that additional services are required under 7.0 above, the limitation of liability for each specific project will be a negotiated term for the agreement for those services. 19.0 INSURANCE. 19.1 The AIRPORT CONSULTANT shall acquire and maintain statutory workmen's compensation insurance coverage, employer's liability and comprehensive general liability insurance coverage with a combined single limit for property damage and liability of One Million Dollars ($1,000,000.00). The AIRPORT CONSULTANT shall acquire and maintain Professional Liability Insurance of not less than the amount of Five Hundred Thousand Dollars ($500,000.00). PROFESSIONAL SERVICES AGREEMENT 4 of 8 August 22, 2013 DATE: DATE: 19.2 AIRPORT CONSULTANT shall indemnify and hold harmless the OWNER from all claims and costs of defense of said claims, including attorney's fees, arising from the employment of the AIRPORT CONSULTANT under this contract that are attributable solely to the fault of the AIRPORT CONSULTANT. The OWNER will indemnify and hold armless AIRPORT CONSULTANT from any and all claims arising under the performance of this contract which are attributable solely to the fault of the OWNER. T-O ENGINEERS, INC. 6( 2or3 By: p David tchell, Vice -President CITY OF MCCALL Donald C. Bailey, Mayor 041111111111101, N. p4 McCAlL TEST: 14d, SEAL VI I* tea.. 0 4' l�D to "Iii itteto t' BessieJo Wainer, City Cle, PROFESSIONAL SERVICES AGREEMENT 5 of 8 August 22, 2013 STATE OF IDAHO ) ) ss: County of Ada ) On this 44' day of 54D-r,► ur , 2013, before me, a Notary Public, in and for said State, personally appeared David A. Mitchell, known or proved to me to be the person whose name is subscribed to the within and foregoing instrument, and acknowledged to me that he executed the same. WHEREFORE, I have set my hand and affixed my official se�:�e day and year in this certificate first above written 00..4.•,,,,, � � ,eo 41 STECt ''' 1. "• ,y Notary Public for Idaho t14Tq 1, Residing at rQorA. �a...,..46" 4�' My Commission Expires ea�3u/ia/3 �.�. . STATE OF IDAHO ) ) ss: County of Valley ) On this P'; day of 54—, 2013, before me, a Notary Public, in and for said State, personally appeared Donal C, Bailey and BessieJo Wagner, known or proved to me to be the Mayor and the City Clerk, of the City of McCall that executed the within and foregoing instrument, and acknowledged to me that the City of McCall executed the same. WHEREFORE, I have set my hand and affixed my official seal the day and year in this certificate first above written. ,..�0"/"%, ,�.�� 3 Wj Vtto R _ ,Np �'iy Public for Idaho esiding at 6C41 l _ m.o.My Commission Expires, r, /� y E S . � ��11.1 .. ® .►1/4ZT ® lo1.j. �0® 1%mm**''**e PROFESSIONAL SERVICES AGREEMENT 6 of 8 August 22, 2013 EXHIBIT "A" FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective April 1, 2013 I. PERSONNEL Principal /Project Manager $135.00 - $180.00 /hour Senior Engineer $135.00 - $180.00 /hour Project Manager $110.00 - $155.00 /hour Project Engineer/Engineer $85.00 - $110.00 /hour Construction Manager $85.00 - $115.00 /hour Inspector/Technician $60.00 - $85.00 /hour Engineer -In -Training $70.00 - $85.00 /hour Information Technology $70.00 - $90.00 /hour Administrative & Clerical $45.00 - $80.00 /hour II. SURVEYING Survey Manager $105.00 - $130.00 /hour Surveyor $95.00 - $105.00 /hour Survey Crew Chief $70.00 - $95.00 /hour Survey Technician $60.00 - $75.00 /hour III. COMPUTER HARDWARE & SOFTWARE Total Station $10.00 /hour Drill and Generator $80.00 /day GPS, Robotics $55.00 /hour Property Database Research $50.00 /hour CADD and Other Technical Uses $5.00 /hour IV. REPRODUCTION In -House Reproduction Hourly Labor Rates Apply Outside Reproduction Actual Cost + 10% V. VEHICLE MILEAGE Fleet Vehicle 0.55 /mile Survey Vehicle 0.65 /mile ATV Vehicle 5.00 /hour VI. OTHER DIRECT CHARGES Direct costs for material or services incurred for the project Actual Cost + 10% Notes: 1. When employees perform work that requires overtime, the billing rate for that overtime work will be increased to 130% of the rate established above. Overtime shall be defined as any work required of an employee in excess of 8 hours per day, work during Saturdays, Sundays and during national holidays. 2. This fee schedule is subject to periodic adjustment. © 2013 T-O Engineers, Inc. This instrument is the property of T-O Engineers, Inc. Any reproduction, reuse or modification of this instrument or its contents without specific written permission of T-O Engineers, Inc. is strictly prohibited. PROFESSIONAL SERVICES AGREEMENT 7 of 8 August 22, 2013 ATTACHMENT 1 ANTICIPATED TASKS — McCALL MUNICIPAL AIRPORT • Meeting Attendance: Attendance at meetings of the Airport Advisory Committee as outlined in Section 3.0 BASIS OF FEE. • Technical Support: Technical support for issues related airport operations as outlined in Section 3.0 BASIS OF FEE. • Pavement Rehabilitation: Advise airport staff on methods and products associated with rehabilitation and repair of various airport pavements. • Hangar Planning and Review: Assist the airport with planning and review of future hangar development. • FAA Form 7460: Assist the airport with completion and filing of the FAA form 7460, "Notice of Proposed Construction or Alteration" in relation to new hangar development. • General Planning Assistance: Assist airport staff with FAA policies and procedures and issues related to general airport planning. • General Airport Management Assistance: Assist airport staff with airport lease issues, annual hangar billing questions and other revenue and billing questions. Also assist with airport management issues such as policy development, Disadvantaged Business Enterprise (DBE) and Safety Management System (SMS). PROFESSIONAL SERVICES AGREEMENT 8 of 8 August 22, 2013 McCALL CITY COUNCIL AGENDA BILL Number Meeting Date AB 14-149 August 14, 2014 216 East Park Street McCall, Idaho 83638 x AGENDA ITEM -INFORMATION SUBJECT, T-O Engineers General Consulting Services Agreement Renewal Department Approvals Initials Originator Or Supporter Mayor / Council City Manager Clerk Treasurer ,.g Supporter Community Development Police Department Public Works Golf Course COST IMPACT: $12,000 Parks and Recreation FUNDING SOURCE: Airport Fund Airport ti .--L Originator Library TIMELINE: 1 September, 2014 Information Systems Grant Coordinator SUMMARY STATEMENT: In December of 2010 the airport conducted a qualifications based selection for engineering consultant services and awarded selection to T-O Engineers of Boise. The enclosed agreement is for renewal of general consulting services conducted by T-O Engineers. The cost of services under this proposed agreement remains the same as the previous year's contract ($1,000 per month) and the term is defined as 1 September, 2014 through 31 December, 2015. According to FAA guidelines, a qualification based selection for consultant services must be conducted every five years. The term of this agreement has therefore been aligned to maintain consulting services from T-O Engineers until a subsequent RFQ/selection is executed in December of 2015. RECOMMENDED ACTION: Approve agreement for general consulting services from T-O Engineers and authorize the Mayor to sign all necessary documents. RECORD OF COUNCIL. ACTION MEETING DATE b ACTION i