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HomeMy Public PortalAbout2020.03.23 Master Services Agreement - WH Pacific f 1WHPaczfic m H•y S compmy MASTER SERVICES AGREEMENT This Master Services Agreement (Agreement) is made by and between WHPacific an NV5 company (CONSULTANT)with an address at 9755 SW Barnes Road,Suite 300 Portland Oregon 97225 and with the City of McCall with an address at 216 East Park Street, McCall, Idaho 83638 (hereinafter referred to as CLIENT). This Agreement consists of the following documents,which are incorporated herein by reference: ■ Any and all subsequent Task Orders(per Attachment A) ■ FAA Provisions to be included with each Task Order with FAA funding. (per Attachment B) NOW,THEREFORE,in consideration of the mutual undertakings set forth below,the Parties agree as follows:. I. TASK ORDERS AND SCOPE OF SERVICES:This Agreement anticipates the execution of written Task Orders which set forth the services specified in CONSULTANT's Proposal and in each Task Order(the"Services").Each Task Order shall define the scope of Services to be performed,the location of CLIENT's project for providing such Services; the time period for performance, the agreed-upon fees, and additional provisions, if any, applicable to such Services. The Parties agree thatthis Agreement,the Services,and all Task Orders,shall be governed and controlled by the terms and conditions herein. a) If the scope of services includes Consultant's assistance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a representation,warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency. b) Client acknowledges that the design services performed pursuant to this Agreement are based upon field and other conditions existing at the time these services were performed. Client further acknowledges that field and other conditions may change bythe time project construction occurs and clarification,adjustments,modifications and other changes may be necessaryto reflect changed field or other conditions. Such clarifications, adjustments, modifications and other changes shall be paid for by Client as extra services. c) Client acknowledges all reports, plans, specifications, field data and notes and other documents, including all such documents on electronic media,prepared by Consultant are instruments of service, and shall remain the property of Consultant and may be used by Consultant without the consent of Client. Upon request and payment of all costs involved, Client is entitled to a copy of all final plans and specifications for use in connection with the project for which the plans and specifications have been prepared. Client acknowledges that its right to utilize final plans and specifications and the services of Consultant provided pursuant to this Agreement will continue only so long as Client Is not in default, pursuant to the terms and conditions of this Agreement,and Client has performed all its obligations under this Agreement. In the event Client is in default of any of the terms and conditions of this Agreement,any license or right to utilize the Instruments of service by Client, is automatically revoked. d) Client agrees not to use or permit any other person to use plans, specifications, drawings, cost estimates,reports or other documents prepared by Consultant which plans,specifications,drawings, cost estimates, reports or other documents are not final and which are not signed and stamped or sealed by Consultant.Client acknowledges that all documents on electronic files,or drawings,reports and data on any form of electronic media generated and furnished by the Consultant, are not final plans or documents.Client shall be responsible for any such use of all non-final plans,specifications, drawings, cost estimates, reports, electronic files or other documents not signed and stamped or sealed by Consultant.Client herebywaives any claim for liability against Consultant forsuch use.Client Page 1 of 9 Copyright 0 NV5 2017 l W H P i fc-1 frc AN H U COMPANY l I agrees, to the extent permitted by law, to indemnify and hold harmless Consultant, its officers, directors,employees,and subconsultants against all damages,liabilities or costs,including reasonable attorneys'fees and defense costs, arising from a violation of this paragraph by Client. Client further agrees that final plans,specifications, drawings, cost estimates, reports or other documents are for the exclusive use of Client and may be used by Client only forthe project described on page 1 of this Agreement and such use is subject to the terms and conditions of this Agreement. Such final plans, specifications,drawings,cost estimates, reports or other documents may not be changed or used on a different project without written authorization or approval by Consultant. If signed check prints are required to be submitted with a stamp or seal,they shall not be considered final for purposes of this paragraph. e) In accepting and utilizing any electronic files,or drawings, reports and data on any form of electronic media generated and furnished by Consultant("electronic files"),Client covenants and agrees that all such electronic files are instruments of service of Consultant, who shall be deemed the author, and shall retain all common law,statutory law and other rights,including copyrights. Client agrees not to use or reuse these electronic files,in whole or in part,for any purpose or project other than the project that is the subject of this Agreement.Client agrees not to make changes to or transfer these electronicfiles to others without the prior written consent of Consultant.Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes,use or reuse of the electronic files for any other project by anyone otherthan Consultant. Client acknowledges that Client and Consultant have agreed on all hardware and software specifications that may be necessary for transmission of electronic files relevant to the project. Electronic files furnished by either party shall be subject to an acceptance period of fifteen (15) days during which the receiving party agrees to perform appropriate acceptance tests.The party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. After the acceptance period the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. Electronic files, such as computer-aided drafting and design files, are not construction documents, and Consultant makes no representation as to their accuracy or completeness. Client is aware that differences may exist between the electronic files delivered and the printed hard copy construction documents. In the event of a conflict between the signed construction documents prepared by Consultant and electronic files,the signed and stamped or sealed hard copy construction documents, copies of which shall be kept by Consultant,shall govern. In addition,Client agrees,to the extent permitted by law,to indemnify and hold harmless Consultant, its officers,directors,employees and subconsultants against all damages,liabilities or costs,including reasonable attorneys'fees and defense costs,arising from any unauthorized changes made by anyone other than Consultant or from any use or reuse of the electronic files for any other project by anyone other than Consultant. Under no circumstances shall delivery of electronic files for use by Client be deemed a sale of a product by Consultant, and Consultant makes no warranties, either express or Implied, of merchantability and fitness for any particular purpose. In no event shall Consultant be liable for indirect or consequential damages as a result of Client's use or reuse of the electronic files. f) Consultant makes no representations concerning soils or geological conditions unless specifically included in writing in this Agreement,or by amendments to this Agreement,and shall not be responsible for any liability Page 2 of 9 Copyright©NV5 2017 I WHP&_1frC AN H V 5 COMPANY that may arise out of the making of or failure to make soils or geological surveys,subsurface soils or geological tests,or general soils or geological testing. g) If the scope of services requires Consultant to estimate quantities,such estimates are made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a professional generally familiar with the Industry. However,such estimates are only estimates and shall not constitute representations,warranties or guarantees of the quantities of the subject of the estimate. If the scope of services requires Consultant to provide its opinion of probable construction costs,such opinion is to be made on the basis of Consultant's experience and qualifications and represents Consultant's best judgment as to the probable construction costs. However,since Consultant has no control over costs or the price of labor,equipment or materials,or overthe contractor's method of pricing,such opinions of probable construction costs do not constitute representations,warranties or guarantees of the accuracy of such opinions,as compared to bid or actual costs. h) In the event(1)Client agrees to,authorizes,or permits changes in the plans,specifications,documents,or electronic files prepared by Consultant,which changes are not consented to in writing by Consultant,or(2) Client agrees to,authorizes or permits construction of unauthorized changes in the plans,specifications, documents,or electronic files prepared by Consultant,which changes are not consented to in writing by Consultant,or(3)Client does not follow recommendations prepared by Consultant pursuant to this Agreement,which changed recommendations are not consented to in writing by Consultant:Client acknowledges that the unauthorized changes and their effects are not the responsibility of Consultant and Client agrees to release Consultant from all liability arising from the use of such changes,and further agrees, to the extent permitted by law,to defend,indemnify and hold harmless Consultant,its officers,directors, employees and subconsultants from and against all claims,demands,damages or costs,including attorneys' fees,arising from the unauthorized changes. 1) Client agrees that in accordance with generally accepted construction practices,the construction contractor and construction subcontractors will be required to assume sole and complete responsibilityfor job site conditions during the course of construction of-the project,including safety of all persons and property,and that this requirement shall apply continuously and not be limited to normal working hours. Neither the professional activities of Consultant nor the presence of Consultant or his or her employees or subconsultants at a construction site shall relieve the contractor and its subcontractors of their obligations, duties and responsibilities including, but not limited to,construction means, methods,sequence,techniques or procedures necessaryfor performing,superintending or coordinating all portions of the work of construction in accordance with the contract documents and applicable health or safety requirements of any regulatory agency or of state law. j) Client agrees to require its contractor and subcontractors to review the plans,specifications and documents prepared by Consultant prior to the commencement of construction-phase work.If the contractor and/or subcontractors determine there are deficiencies,conflicts,errors,omissions,code violations,improper uses of materials,or other deficiencies in the plans,specifications and documents prepared by Consultant, contractors and subcontractors shall notify Client so those deficiencies may be corrected by Consultant prior to the commencement of construction-phase work. k) If during the construction phase of the project Client discovers or becomes aware of changed field or other conditions which necessitate clarifications,modifications or other changes to the plans,specifications, estimates or other documents prepared by Consultant,Client agrees to notify Consultant and retain Page 3 of 9 Copyright 0 NV5 2017 1WHPRAc AN Y COMP'WY Consultant to prepare the necessary changes or modifications before construction activities proceed. Further,Client agrees to require a provision in its construction contracts for the project which requires the contractor to promptly notify Client of any changed field or other conditions so that Client may in turn notify Consultant pursuant to the provisions of this paragraph. 1) Client agrees to purchase and maintain,or cause Contractor to purchase and maintain,during the course of construction,builder's risk"all risk"Insurance which will name Consultant as an additional named insured as Its interest may appear. m) Client acknowledges that Consultant's scope of services for this project does not include any services related in any way to asbestos and/or hazardous or toxic materials.Should Consultant or any other party encounter such materials on the job site,or should it in any other way become known that such materials are present or may be present on the job site or any adjacent or nearby areas which may affect Consultant's services, Consultant may,at its option,suspend or terminate work on the project until such time as Client retains a qualified contractor to abate and/or remove the asbestos and/or hazardous or toxic materials and warrant that the job site is free from any hazard which may result from the existence of such materials. 2.STANDARD OF CARE: CONSULTANT will perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of CONSULTANT's profession practicing in the same locality, under similar conditions and at the date the services are provided. CLIENT is advised to carefully review any other pertinent limitations described in the Proposal or in the scope of Services.CLIENT agrees that Consultant shall not be responsible forthe means, methods, procedures performance, site safety of the construction contractors or subcontractors, or for their errors or omissions.Parties agree that,before exercising any other remedy for any alleged breach by CONSULTANT of the standard of care hereunder, CLIENT will direct CONSULTANT in writing to re-perform any defective Services performed by CONSULTANT or its agents; CONSULTANT will not be liable for the quality, quantity, safety, or performance of work performed by others.CONSULTANT makes no other representation,guarantee,or warranty,express or implied,regarding the services,communication(oral or written),report,opinion,or instrument of service provided under this Agreement. 3.CONSULTANT'S RESPONSIBILITIES:CONSULTANT will perform the Services as an independent consultant/contractor and shall not act as an agent or employee of CLIENT.CONSULTANT shall be solely responsible for the conduct of its own employees and for any of its employees'compensation, benefits,contributions,and payroll taxes. CONSULTANT will,as directed by CLIENT or its agent(1) provide qualified staff to perform the Services specified In the Task Order;(ii) maintain records of Project site activities and costs for a period of three(3)years from completion of CONSULTANT's services;and (iii)work,to the extent reasonably possible,in coordination with CLIENT's employees,contractors,consultants and other site staff so as not to impede the progress of the Project. 4.TERM AND TERMINATION:The term of this Agreement shall commence on the date of execution of this Agreement, except as to Services authorized by CLIENT and performed by CONSULTANT prior to execution of this Agreement,and shall continue in effect for a period of one year or until renewed or terminated by either party as provided herein. Either party may terminate this Agreement or any Task Order at anytime,with or without cause,by providing not less than ten (10) days advance written notice to the other party. Notwithstanding the termination of this Agreement,this Agreement will survive as to any and all Task Orders signed by both Parties priorto the Agreement's effective termination date,and until all of the rights and obligations of both Parties hereunder have been fulfilled.CLIENT shall compensate CONSULTANT for all Services performed hereunder through the date of any termination and for all reasonable costs and expenses incurred Page 4 of 9 Copyright©NV5 2017 1 IwRpadc AN N V S COMPANY by CONSULTANT in effecting the termination, including, without limitation, non-cancelable commitments, fixed cost components,and other demobilization costs. 5. COMPENSATION: CONSULTANT may be compensated for its Services either on a time-and-materials or fixed-price (lump sum) basis or any other method as mutually agreed upon and as specified In each Task Order. CLIENT agrees to provide any invoice format and contents requirements to CONSULTANT in advance of signing this Agreement.Additional charges may apply to any contracting or invoicing specifications outside of CONSULTANT's standard procedures.CLIENT understands that time-and-materials pricing should be construed as an estimate only and that true costs may be higher or lower, depending on actual circumstances. If a Task Order is to be performed on a time-and-materials basis, CONSULTANTshall be reimbursed for all hours worked and other costs incurred at the rates and terms setforth in its then current fee schedule. CONSULTANT shall submit its invoices for Services rendered to CLIENT monthly. The terms of payment are net thirty(30) days from date of invoice,with a one and one-half percent(1.5%) per month service charge on balances past due. Interest on amounts that are past due shall be computed from the initial date of invoice. CONSULTANT may suspend performance of Services under this Agreement until CONSULTANT has been paid in full for all balances past due, including applicable service charges. CONSULTANT shall be entitled to recover all its attorney's fees and costs resulting from its efforts to secure or collect payment from Client.CONSULTANT shall be entitled to withhold any work product,deliverables,or services if it Is not paid by Client. 6. INSURANCE: CONSULTANT currently carries Worker's Compensation, Commercial General Liability, and Automobile Liability Insurance for bodily injury and property damage. In addition, CONSULTANT carries Professional Liability and Pollution Prevention insurance coverage. CONSULTANTshall not(1)post a bond,(2)insure,or(3)indemnify Client against losses caused from the acts or omissions of other Contractors or Subcontractors that are not under contract to perform work for Consultant. Client shall require other Contractors and Subcontractors to carry adequate insurance coverage and any performance for Client to insure and indemnify Consultant against claims for damages and to insure compliance or work performance and materials with Project requirements.Client also agrees to make Consultant an additional insured under any general contractor's general liability insurance policy. 7. CHANGES: CLIENT or CONSULTANT may request changes to the scope of Services by altering, adding to, or deleting from the Services. Both Parties agree to negotiate in good faith to determine changes in scope, any needed equitable adjustment to the price and time for performance of the affected Task Order,and to execute an amended Task Order. Should the total cost of CONSULTANT's performance under a Task Order be greater than the estimated amount, CONSULTANTwill notify CLIENT. Failure by both parties to renegotiate in good faith the terms and conditions of any Task Order may result in suspension of work without penalties,and termination of this Agreement by CONSULTANT. 8.FORCE MAJEURE:If the performance of Services by CONSULTANT is affected by causes beyond its reasonable control, Force Majeure shall result. Force Majeure includes acts of God;acts of a legislative,administrative,or judicial entity;acts of CLIENT's separate contractors and consultants;war,fires;floods;labor disturbances;and unanticipated weather. 9.INSTRUMENTS OF SERVICE:All reports,drawings, plans,or other documents(or copies)furnished to CONSULTANT by the CLIENT, shall, at CLIENT's written request, be returned upon completion of the Services; provided, however, that CONSULTANT may retain one (1) copy of all such documents for record keeping purposes. All reports, drawings, plans, documents,software,source code,object code,field notes and work product(or copies thereof)in any form prepared or furnished by CONSULTANT pursuant to this Agreement are instruments of service.Exclusive ownership,copyright and title to all such instruments of service shall remain with CONSULTANT. The opinions and other information prepared or Page 5 of 9 Copyright©NV5 2017 1WHPRAc ANN V S coh PANY furnished by CONSULTANT under this Agreement, including, without limitation, its instruments of service, are not ' intended to inform,guide,or otherwise influence any entities or persons other than CLIENTwith res ect to an business transactions and should not be relied upon by any entities or persons other than CLIENT or an y particular rpose. Any requests by third parties for reliance upon the Instruments of Service will be subject to advance approval at CONSULTANT's sole discretion and subject to the terms of CONSULTANT's then effective policy, which governs additional fees and limitations related thereto. CONSULTANT will not be responsible for damages resulting from any unauthorized use by CLIENT or others of the instruments of service furnished by CONSULTANT under this Agreement. 10. CLIENT'S RESPONSIBILITIES: CLIENT agrees to (1) convey and discuss with CONSULTANT all available material, data, and Information pertaining to the Services,including,without limitation,the composition,quantity,toxicity,or potentially hazardous properties of any material known or believed to be present at any site,any hazards that may be present,the nature and location of underground or otherwise not readily apparent utilities,summaries and assessments of the site's past and present compliance status,and the status of any filed or pending judicial or administrative action concerning the site or Project;(ii) ensure the cooperation of CLIENT's employees and separate contractors and consultants; and (iii) be solely responsible for determining whether the Project is subject to prevailing wage regulations and to notify CONSULTANT of such determination in advance of its proposal, 11. ALLOCATION OF RISK. Neither party shall be responsible to the other for penal damages incurred by either CONSULTANT or CLIENT or for which either party may be liable to any third party. The indemnity obligations and the limitation of liability established below shall survive the expiration or termination of this Agreement. (a)Indemnification of CLIENT.Subject to the provisions and Limitation of Liability of this Agreement,CONSULTANT agrees to indemnify and hold harmless CLIENT,its shareholders,officers directors,employees,and agents from and against any claims,suits,damages,expenses,including reasonable attorneys'fees,or other losses(collectively"Losses")to the extent caused by CONSULTANT's negligent performance of Services under this Agreement. (b) Indemnification of CONSULTANT. To the extent permitted by Idaho law, client will indemnify and hold harmless CONSULTANT, its shareholders, officers, directors, employees, and agents from and against Losses to the extent caused by the negligence of Client, its employees, agents, and contractors. CLIENT'S obligation to indemnify shall include any Losses, resulting from (1) a subsequent determination that the Project is subject to prevailing wage regulations,and (2) Losses arising from the existence, disposal, release, discharge,treatment or transportation of Hazardous Materials,the exposure of any person to,or any degradation of the environment due to Hazardous Materials. 12. NO CONTROL OF MEANS AND METHODS OF OTHERS: Unless specifically contained within CONSULTANT's scope of services (CONSULTANT Proposal and Prime Contract), CONSULTANT will not have control over or charge of, nor be responsible for the engineering and/or any other analyses and/or construction means, methods,techniques,sequences, or procedures, or for the safety precautions and programs of CLIENT's separate consultants and/or contractors in connection with the Project. CONSULTANT's services do not include managing any job site safety obligations required by the project or being responsible for same. 13. SAFETY.CONSULTANT's responsibility forthe safety on site shall be limited to its own personnel and its subcontractor and any other persons who are directly involved with CONSULTANT's work on site. This shall not be construed to relieve Client or any of its contractors from their responsibilities for maintaining a safe jobsite. Neither the professional activities of CONSULTANT, nor the presence of CONSULTANT's employees and its subcontractors shall be construed to imply CONSULTANT has any responsibility for any activities on site performed by personnel other than employees or Page 6 of 9 Copyright©NV5 2017 WHM-1frc ( AN H V S COMPANY 4 subcontractors. Additionally, CONSULTANT shall, if so requested, reasonably comply with the requirements of any applicable health and safety plan provided by the Client. 14. SITE ACCESS AND CONDITIONS: CLIENT shall, as may be required by CONSULTANT for the successful and timely completion of Services: (i) provide unimpeded and timely access to the site, including third party sites, if required; (ii) provide an adequate area for CONSULTANT's site office facilities, equipment storage, and parking; (iii) furnish all construction utilities and utility releases necessary for the performance of the Services; and (iv) obtain Project-specific permits and licenses necessary for the performance of the Services. As required to effectuate such access, CLIENT will notify all owners, lessees, contractors, subcontractors, and other possessors of the Project site that CONSULTANT must be allowed free access to the site.While CONSULTANT agrees to take reasonable precautions to minimize damage to the site, CLIENT understands that, in the normal course of performing the Services, some damage may occur, and further understands that CONSULTANT is not responsible for the correction of any such damage unless so specified in the Proposal.CLIENT is responsible forthe accuracy of locations forall subterranean structures and utilities.CONSUTLANTwill take reasonable precautions to avoid known subterranean structures and utilities,and CLIENT waives any claim against CONSULTANT, and agrees to defend, indemnify,and hold CONSULTANT harmless from any claim or liability for injury or loss of any party, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition,CLIENT agrees to compensate CONSULTANTfor any time spent or expenses incurred by CONSUTLANT in defense of any such claim with compensation to be based upon CONSULTANT's fee schedule. 15. ASSIGNMENT AND SUBCONTRACTING: This Agreement does not create any right or benefit to anyone other than CLIENT and CONSULTANT and shall not be assigned by either party without the prior written approval of the other party. CONSULTANT, however,may elect to subcontract portions of the Services to qualified subcontractor(s). 16.DISPUTES.Upon written request by either partyto this Agreementfor mediation of any dispute,CLIENT and Consultant shall select a neutral mediator by mutual agreement. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by CLIENT and Consultant within ten (10) calendar days, a mediator shall be chosen as specified in the Mediation Rules of the American Arbitration Association then in effect,or any other appropriate rules upon which the parties may agree. 17,WAIVER OF TERMS AND CONDITIONS:The failure of either Party in any one or more instances to enforce one or more of the terms or conditions of this Agreement,or to exercise any right or privilege in this Agreement,or the waiver of any breach of the terms or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions,rights,or privileges,and the same shall continue and remain in force and effect as if no such waiver occurred. 18. CONFLICTS. Should any element of the Terms and Conditions deemed in conflict with any element of the proposal/contract,unless the proposal/contract clearly voids the conflicting element in the Terms and Conditions,wording of the Terms and Conditions shall govern. Any element of this agreement later held to violate a law or regulation shall be deemed void,but all remaining provisions shall continue in force. The Terms and Conditions set forth herein shall survive the termination of this contract. No action maybe brought against CONSULTANT arising from the performance of services under this contract,whether for breach of contract,tort or otherwise,unless CONSULTANT shall have received within six months (6) months after completion of services under this contract a written notice specifying the alleged defects in CONSULTANT performance or other breach. Page 7 of 9 Copyright©NV5 2017 ► W H P ac-i frc f AN coMPANV i' Conditions,wording of the Terms and Conditions shall govern. Any element of this agreement later held to violate a law or regulation shall be deemed void, but all remaining provisions shall continue in force. The Terms and Conditions set forth herein shall survive the termination of this contract. No action may be brought against CONSULTANT arising from the performance of services under this-contract, whether for breach of contract, tort or otherwise, unless CONSULTANT shall have received within six months (6) months after completion of services under this contract a written notice specifying the alleged defects in CONSULTANT performance or other breach. 19. SEVERABILITY: Every term or condition of this Agreement is severable from the others. If particular term or provision is adjudicated to be invalid,void,or unenforceable,this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts,terms, and provisions shall not be affected thereby. 20. GOVERNING LAW:This Agreement shall be governed and construed in accordance with the laws of the State of Idaho. 21.ENTIRE AGREEMENT:The terms and conditions set forth herein,including any associated Task Orders, constitute the entire understanding and agreement of both Parties with respect to the Services. Any amendment or revision to this Agreement shall be in writing and signed by an authorized representative from each party. In witness whereof, CLIENT and CONSULTANT have caused this Agreement to, be executed by their respective duly authorized representatives as of this wh day of.ril. 12020. CLIENT: NVS,Inc.: Signature: Signature. Print Name: Robert S. Giles Print Name: Mark Nelson Title: Mayor Title: Director of Aviation Address: 216 East Park Street Address:9755 SW Barnes Rd Ste 300 McCall,Id 83638 Portland OR 97225 Date: April 9, 2020 Date:_March 11,2020 Page 9 of 9 WUPTaff AN NIT coMFAw Attachment A—TASK ORDER#002 TASK ORDER NUMBER: 002 CLIENT NAME: City of McCall PROJECT NAME: IFE for Construction Admin. CONTACT/ATTN: Richard Stein Services for Taxiway A Airport Manager Relocation PROJECT NUMBER: ADDRESS: 216 East Park Street DATE: 3/31/2020 CITY,STATE,ZIP: McCall,Idaho 83638 This Task Order#002 is being issued pursuant to the Master Services Agreement between City of McCall("Client"), and WHPacific Inc., dated March 26, 2020 for Work being performed said Agreement. This Task Order# 002 incorporates all the terms and conditions of the Agreement,with all terms and conditions stated in the Agreement remaining in full force and effect. RECITALS A. Client and WHPacific Inc.desire to issue a task order under the Agreement. B. In consideration of the mutual promises set out in the Agreement, and other good and valuable consideration,the receipt and sufficiency of which is acknowledged,the Client and WHPacific agree to be bound by the terms of this Task Order#002 AGREEMENT SCOPE OF SERVICES:See attached Task Order#002 IFE scope of services dated March 23,2020 FEE FOR SERVICES: Lump sum$4,000.00 DELIVERABLES: Please note that Consultant reserves the right to withhold all reports or deliverables until such time as it receives this signed task order and any payments due and owing to Consultant. CLIENT acknowledges that they have reviewed the foregoing,and any documents referenced herein. 2020.03.31 > >� -T5:22:46 -07'00' AUTHORIZED CLIENT SIGNATURE AUTHORIZED WHPACIFIC INC.SIGNATURE r 17, G 1 Mark Nelson,Director of Aviation PRINT NAME&TITLE PRINT NAME&TITLE Page 1 of 1 WHPacific FE Proposal March 23, 2020 WHPacific, Inc. Independent Fee Estimate (IFE) for City of McCall Project: ENGINEER'S PROFESSIONAL SERVICES FOR IMPROVEMENTS TO McCall MUNICIPAL AIRPORT(MYL) AIP 346-0023-027-2020 INTRODUCTION Professional services will be provided by WHPacific, Inc.to the City of McCall by providing an independent fee estimate(IFE)as required by FAA in accordance with Architectural,Engineering,and Planning Consultant Services for Airport Grant Projects for the above project. Scope of Work Services to be Addressed in the IFE The consultant will provide professional airport engineering construction administration services to relocate parallel Taxiway A to a 300-foot centerline offset from Runway 16-34 and reconfigure existing connector taxiways and aprons. The General Aviation Apron will be reconfigured and rehabilitated to replace aircraft tie-down and parking spaces lost due to relocation of Parallel Taxiway A. Connecting Taxiways A-1,A-2,A-3 and A-5 will be reconstructed where they join the relocated parallel taxiway. Hangar Taxiways A,B and C will also be extended to join the relocated parallel taxiway.Additionally, the segmented circle and wind cone will be replaced during this project. The airport engineering construction administration services will include the following elements: • Task 1—Administration • Task 2-Planning and Formulations(Not Included Project Management • Task 3 -Preliminary Design(Not Included) • Task 4-Final Design(Not Included) • Task 5 -Bidding and Contract Award(Not Included) • Task 6—Construction • Task 7-Closeout Documentation • Task 8-Additional Services NOTE: See Airport Consultant Scope of Work and IFE worksheet for more details. IFE Proposal Construction Administration Services for Taxiway A Relocation for McCall Municipal Airport (MYL) Independent Fee Evaluation The approach to the cost opinion development will be based on review of the scope of work for the project identified above. The services will include review of the scope of work,the collection of data and cost information from subconsultants,and review of the drawing. • Task 1: Project Administration(Review IFE, Invoice, records,communication etc.) • Task 2: Review consultant scope of work. • Task 4: Prepare draft IFE cost summary and document. Submit to City for review. • Task 5: Incorporate comments/review meeting. • Task 6: Submit final IFE document for City's use. Assumptions; City of McCall shall provide: • Scope of Work with all major elements of work o Consultant scope of work o Subconsultant scopes of work(to be listed) • Blank Excel Fee worksheet setup to reflect project scope of work outline and task items. PROJECT SCHEDULE • Preliminary report preparation:Approximately 5 days after notice to proceed.Preliminary report time dependent upon response from subconsultants. • Final report completion 3 days after review comments. PROJECT FEE The lump sum fee amount proposed by WHPacific for specified services rendered under the above IFE Scope of Work for the Master Plan Update is$4,000.00 (Enid Scope of Work) Page 2