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Home My Public Portal About2020.05.07 T-O Eng Agreement for Prof Svcs Parallel Taxiway CA Services signedT-0 ENGINEERS, INC. AGREEMENT FOR PROFESSIONAL SERVICES T-0 Engineers, Inc. Project Number: 200141 Date:May 7, 2020 THIS AGREEMENT is between the City of McCall, Idaho , hereinafter referred to as "Client" and T-0 Engineers, Inc., an Idaho Corporation , hereinafter referred to as "Consultant". The Client and Consultant in consideration of their mutual covenants herein contract and agree as follows : The Client intends to Relocate Parallel Taxiway A at the McCall Municipal Airport (Construction), hereinafter referred to as the "Project". A) CLIENT INFORMATION AND RESPONSIBILITIES 1. The Client shall timely provide to Consultant a complete description of the Project including : Client's requirements for the Project , objectives and constraints , capacity and performance requirements , flexibility and expandability needs , any budgetary limitations , and all design and construction criteria which Client requires be incorporated into the Project. 2. Client shall timely provide to Consultant all associated or applicable project information including : data and documents prepared by others , soil and subsurface explorations , hydrologic information , laboratory tests , inspection reports , environmental assessments , title reports , records of survey , warranty deeds , and land use restrictions , all of which Consultant may use and rely upon , without liability , in performing services under this Agreement. 3. The Client shall timely obtain permission for Consultant to enter upon public and private property as required for Consultant to perform services under this Agreement. B) SERVICES TO BE PERFORMED BY CONSUL TANT Consultant shall provide the following generally described services under this Agreement: See attached Exhibit A , "Description of Project and Scope of Engineer's Professional Services for Improvements to McCall Municipal Airport AIP 3-16-0023-027-2020 " generally referred to as the Scope of Work . C) BASIS OF FEE AND BILLING SCHEDULE The Client shall timely pay Consultant for services set forth and provided under this Agreement. Client shall timely pay Consultant for additional services authorized by written amendment to this Agreement. Fees shall be based on hourly charges and direct expenses during the performance of work described in the Scope of Work. Hourly charges shall be based on the hourly billing rates for employee classification as shown on the Consultant's Fee Schedule and detailed in the Labor Worksheet, attached as Exhibit B . Direct expenses are the sum of all expenditures attributable to the Project that are not labor charges , including subconsultant fees . Hourly and direct expense rates are subject to annual review and revision by Consultant. 1. Lump Sum Phases 1 through 4 will be invoiced on a lump sum fee basis . The lump sum fee for services to be provided in Phases 1 through 4 is included in the Scope of Work attached as Exhibit A. The portion of the lump sum that is invoiced monthly will be based on Consultant's estimate of percentage of scope of work completed . 2. Estimated Fee Fees for Phases 5 through 8 are estimated . The estimated total fee for services to be provided in Phases 5 through 8 is included in the scope of work attached as Exhibit A. Any fees described herein for services to be provided are only estimates , the final amount billed for this work shall include all time , at stated bill rates , plus all direct expenses . SERVICE AGREEMENT, 1 OF 11 Revised 2019 Client Initials g!LJ../ TERMS AND CONDITIONS 1) GENERAL a. Consultant shall provide professional services for the Client on the Project described in this Agreement. These services shall be performed in accordance with generally accepted professional practices and standards of care and skill ordinarily used in Consultant's profession under similar circumstances. Consultant makes no warranty , either expressed or implied, as to performance of professional services. b. Consultant shall not be responsible for acts or omissions of any other party involved in the Project. c. Consultant has not been retained to supervise , direct or have control over the work of any construction contractor or their subcontractor or supplier, hereinafter referred to collectively as "Contractor". Consultant does not have authority over , or responsibility for : Contractor's means , methods , techniques , sequences or procedures of construction , safety precautions and programs incident to the work of Contractor , or for any failure of Contractor to comply with applicable laws and regulations . d. Consultant can neither guarantee the performance of any Contractor nor assume responsibility for Contractor's failure to furnish and perform work in accordance with any construction contract documents or recommendations issued by Consultant. e. The Client understands and agrees that subsurface and soils characteristics may vary greatly between successive test points and sample intervals. Consultant makes no warranties , expressed or implied , as to the services or data furnished by professionals providing soils testing or geotechnical advice . 2) OPINIONS OF COST a. Consultant may be asked to provide opinions of probable 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 or materials furnished by others or market conditions , Consultant's opinions of probable cost are based on Consultant's experience and judgment, Consultant does not guarantee or warrant that bids or estimates prepared by Contractors will not deviate from opinions of probable cost provided by Consultant , and Consultant is not responsible for variations between actual construction bids or costs and Consultant's opinions regarding probable construction costs . 3) REUSE AND OWNERSHIP OF DOCUMENTS a. All work product including documents prepared by the Consultant under this Agreement are proprietary instruments of the Consultant's professional service and shall remain the sole property of the Consultant and no work product shall be used or reused by the Client other than for the construction , operation and maintenance of the Project, without specific prior written permission of Consultant. b. Client agrees that: authorized use of Consultant's work product on the Project is subject to full payment for Consultant's services related to preparation of the product , work product is not suitable for use on the Project unless completed by the Consultant for the specific purpose intended , and any other use of Consultant's work product by Client will be at Client's sole risk without liability of Consultant. c. The Client shall timely pay , assume , defend , indemnify and hold Consultant harmless from any claims , damages , losses and expenses , including attorney 's fees , arising from unauthorized reuse of all work product prepared by Consultant. 4) GOVERNING LAW a. The laws of the State of Idaho shall govern the validity of this Agreement , its interpretation and performance , and all remedies for breach of contract or any other claims related to this Agreement. 5) SUCCESSORS AND ASSIGNS a. Client and Consultant are hereby bound , and their partners , successors , executors , administrators and legal representatives are likewise bound , to the other party to this Agreement , in respect of all covenants , agreements and obligations of this Agreement. b. Neither Client nor Consultant may assign or transfer any rights , duties or responsibilities under this Agreement without prior written consent of the other party . c. Nothing under this Agreement shall be construed to provide any rights or benefits in this Agreement to anyone other than Client and Consultant , and all duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of Client and Consultant and not for the benefit of any other party . SERVICE AGREEMENT , 2 OF 11 Revised 2019 Client Initials tjZ.,,J/::j/ 6) TIMES OF PAYMENTS a. Consultant shall submit monthly invoices for services rendered and for direct expenses incurred. Client shall timely make monthly payments. Invoices are due and payable within thirty (30) days of the date of the invoice. b. All account balances not paid in full within thirty (30) days of the date when first invoiced are overdue and subject to interest at the rate of twelve (12) percent (%) per annum compounded monthly from the date when first invoiced until paid in full. Any payments received shall be credited first to accrued interest and then to principal. c. All fees and costs incurred by Consultant to collect overdue account balances shall be added to the account balance . 7) SUSPENSION OR TERMINATION a. Consultant may , at its sole discretion , after giving seven (7) days written notice to Client, suspend or terminate service if undisputed charges are not paid within forty-five (45) days of receipt of Consultant's invoice and Client hereby waives any claim against Consultant , and shall timely pay , assume , defend , indemnify , and hold Consultant harmless from and against any claims arising from Consultant's suspension or termination of services due to Client's failure to make timely payment. b. Any charges in dispute shall be called to Consultant's attention , in writing , within ten (10) days of receipt of Consultant's invoice, and Client and Consultant shall work together in good faith to resolve any such disputes . If Client and Consultant are unable to resolve said disputes within twenty (20) days, Consultant may suspend or terminate service. c. The obligation to perform under this Agreement may be terminated by either party upon thirty (30) 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. d. Consultant may terminate services under this agreement upon seven (7) days written notice if Client requires or demands that Consultant perform services in conflict with Consultant's professional responsibilities and Client hereby waives any and all claims against Consultant for such termination. e. If this Agreement is terminated by either party , Consultant shall be timely paid for services rendered and for direct expenses incurred to the date of such termination plus close-out or suspension costs including but not limited to document management, rescheduling or re-assignment of personnel , and documentation as to status of work tasks . 8) RISK ALLOCATION AND REMEDY a. Client and Consultant hereby contract and agree that any and all demands , mediation , arbitration , or lawsuits brought to enforce this Service Agreement shall be brought only against the parties hereto and shall not be brought individually against any shareholders , members , employees , directors , officers , partners , or agents of either of the parties to this Service Agreement. Client and Consultant further contract and agree that no rights , claims , or benefits shall arise or accrue to any party or entity not an express party to this Service Agreement , without the express written consent of both of the parties hereto . 9) HAZARDOUS ENVIRONMENTAL CONDITIONS OR MATERIALS a. Consultant's services exclude any services related to hazardous materials or a hazardous environmental condition , including hazardous materials as defined by federal , state and local law. Discovery of hazardous materials after the date of execution of this Agreement mandates renegotiation of Consultant's scope of work or suspension or termination of services . b. The Client hereby waives any claim against Consultant, and shall timely pay , assume , defend , indemnify , and hold Consultant harmless from any claim or liability for injury , loss , damages or expenses arising from hazardous materials . 10) DISPUTE RESOLUTION a. All claims or disputes arising out of this Agreement shall first be addressed through non-binding mediation and no litigation or arbitration shall occur unless said mediation is unsuccessful in resolving any such claims or disputes . SERVICE AGREEMENT , 3 OF 11 Revised 2019 Client Initials ~ 11) RECOVERY OF DISPUTE RESOLUTION COSTS a. In the event that legal action is brought by either party against the other , the prevailing party shall be timely reimbursed by the other party 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 . 12) EXTENT OF AGREEMENT AND AMENDMENTS a. This Agreement , including any attachments and the Terms and Conditions , represents the entire agreement between the Client and Consultant and supersedes all prior negotiations , representations or agreements , written or oral. b. Client may furnish to Consultant a signed copy of this Agreement by scanned or facsimile media and Consultant may rely upon the authority of such media . c. A signed Agreement constitutes a notice to proceed in the absence of any written directive otherwise from Client. d. This Agreement may be amended only by written instrument duly executed by both Client and Consultant. For purposes of signatures on any amendments , Client and Consultant agree that e-mail directives , or scanned or faxed signatures are acceptable and that each party may rely upon the authority of such communications. The following Terms 13 through 28 are federally mandated contract provisions. These provisions are included, as it is anticipated federal funds will be used for Project(s) covered by this agreement. 13) ACCESS TO RECORDS AND REPORTS The Consultant shall maintain an acceptable cost accounting system . The Consultant agrees to provide the Client , the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books , documents , papers , and records of contractor which are directly pertinent to the specific contract for the purpose of making audit , examination , excerpts and transcriptions . The Consultant agrees to maintain all books , records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed . 14) BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the Consultant or its subconsultants may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. Client will provide Consultant written notice that describes the nature of the breach and corrective actions the Consultant must undertake in order to avoid termination of the contract. Client reserves the right to withhold payments to Consultant until such time the Consultant corrects the breach or the Client elects to terminate the contract. The Client's notice will identify a specific date by which the Consultant must correct the breach . Client may proceed with termination of the contract if the Consultant fails to correct the breach by deadline indicated in the Client's notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to , and not a limitation of, any duties , obligations , rights and remedies otherwise imposed or available by law. 15) GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes , Executive Orders and such rules as are promulgated to ensure that no person shall , on the grounds of race , creed , color, national origin , sex , age , or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance . This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. 16) CIVIL RIGHTS -TITLE VI CLAUSES Compliance with nondiscrimination requirements: During the performance of this contract , the Consultant , for itself, its assignees , and successors in interest (hereinafter referred to as the "Consultant"), agrees as follows : 1. Compliance with Regulations: The Consultant (hereinafter includes consultants) will comply with the SERVICE AGREEMENT , 4 OF 11 Revised 201 9 Client Initials ~ Title VI List of Pertinent Nondiscrimination Acts and Authorities , as they may be amended from time to time , wh ich are he rein incorporated by reference an d made a part of this contract. 2. Nondiscrimination: The Consultant , with regard to the work performed by it during the contract , will not discriminate on the grounds of race , color, or national origin in the selection and retention of subconsultants , includ ing procurements of materials and leases of equipment. The Consultant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities , including employment practices when the contract covers any activity , project , or program set forth in Appendix B of 49 CFR part 21 . 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations , either by competitive bidding or negot iation made by the Consultant for work to be performed under a subcontract , including procurements of materials , or leases of equipment, each potential subconsultant or supplier will be notified by the Consultant of the Consultant's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race , color , or national origin . 4 . Information and Reports: The Consultant will provide all information and reports required by the Acts , the Regulations , and directives issued pursuant thereto and will permit access to its books , records , accounts , other sources of information , and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorit ies and instructions . Where any information required of a consultant is in the exclusive possession of another who fails or refuses to furnish the information , the Consultant will so certify to the sponsor or the Federal Aviation Administration , as appropr iate , and will set forth what efforts it has made to obtain the information . 5. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the non-discrimination provis ions of this contract , the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate , including , but not limited to : a . Withholding payments to the Consultant under the contract until the Consultant complies ; and/or b . Cancelling , terminating , or suspending a contract , in whole or in part . 6 . Incorporation of Provisions: The Consultant will include the provisions of paragraphs one through six in every subcontract , including procurements of materials and leases of equipment , unless exempt by the Acts , the Regulations , and directives issued pursuant thereto . The Consultant will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided , that if the Consultant becomes involved in , or is threatened with litigation by a subconsultant, or supplier because of such direction , the Consultant may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition , the Consultant may request the Un ited States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Authorities During the performance of this contract , the Consultant , for itself, its assignees , and successors in interest (hereinafter referred to as the "Consultant") agrees to comply with the following non -discrimination statutes and authorities ; including but not limited to : Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq ., 78 stat. 252) (prohibits discrimination on the bas is of race , color, national origin); 49 CFR part 21 (Non -discrimination in Federally-assisted programs of the Department of Transportation- Effectuation of T itle VI of the Civ il Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 , (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC§ 794 et seq .), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 ; The Age Discrimination Act of 1975 , as amended (42 USC§ 6101 et seq .) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 US C § 4 7 1, Section 47123), as amended (prohibits discrimination based on race , creed , color, national origin , or sex); The Civil Rights Restoration Act of 1987 (PL 100 -209) (broadened the scope , coverage and applicability of Title VI of the Civil Rights Act of 1964 , the Age Discrimination Act of 1975 and Section 504 of the SERVICE AGREEMENT , 5 OF 11 Revised 2019 Client Initials ~ Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities " to include all of the programs or activities of the Federal -aid recipients , sub -recipients and consultants , whether such programs or activities are Federally funded or not); Titles II and Ill of the Americans with Disabilities Act of 1990 , which prohibit discrimination on the basis of disability in the operation of public entities , public and private transportation systems, places of public accommodation , and certain testing entities (42 USC §§ 12131 -12189) as implemented by U.S . Department of Transportation regulations at 49 CFR parts 37 and 38 ; The Federal Aviation Administration's Nondiscrimination statute (49 USC§ 47123) (prohibits discrimination on the basis of race , color , national origin , and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs , policies , and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations ; Executive Order 13166 , Improving Access to Services for Persons with Limited English Proficiency , and resulting agency guidance , national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI , you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed . Reg . at 74087 to 74100); Title IX of the Education Amendments of 1972 , as amended , which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 17) CLEAN AIR AND WATER POLLUTION CONTROL Consultant agrees to comply with all applicable standards , orders , and regulations issued pursuant to the Clean Air Act (42 USC§ 740-7671q) and the Federal Water Pollution Control Act as amended (33 USC§ 1251 -1387). The Consultant agrees to report any violation to the Client immediately upon discovery. The Client assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. 18) CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements . No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic , including watchmen and guards , in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one- half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation ; Liability for Unpaid Wages ; Liquidated Damages . In the event of any violation of the clause set forth in paragraph (1) of this clause , the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition , such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory , to such District or to such territory), for liquidated damages . Such liquidated damages shall be computed with respect to each individual laborer or mechanic , including watchmen and guards , employed in violation of the clause set forth in paragraph (1) of this clause , in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause . 3. Withholding for Unpaid Wages and Liquidated Damages . The Federal Aviation Administration (FAA) or the Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld , from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor , or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor , such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause . 4. Subcontractors. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts . The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause . SERVICE AGREEMENT , 6 OF 11 Revised 2019 Client Initials ~ 19) DEBARMENT AND SUSPENSION Certification of Consultant Regarding Debarment By submitting a bid/proposal under this solicitation , the Consultant certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction . Certification of Lower Tier Consultants Regarding Debarment The Consultant, by administering each lower tier subcontract that exceeds $25 ,000 as a "covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The Consultant will accomplish this by: 1. Checking the System for Award Management at website : http ://www .sam .gov 2. Collecting a certification statement similar to the Certificate of Consultant Regarding Debarment , above . 3. Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction , the FAA may pursue any available remedies , including suspension and debarment of the non -compliant participant. 20) DISADVANTAGED BUSINESS ENTERPRISES Contract Assu ranee (§ 26.13) -The contractor or subcontractor shall not discriminate on the basis of race , color, national origin , or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DGT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract , which may result in the termination of this contract or such other remedy , as the recipient deems appropriate . 1) Withholding monthly progress payments ; 2) Assessing sanctions ; 3) Liquidated damages ; and/or 4) Disqualifying the Contractor from future bidding as non-responsible . Prompt Payment (§26.29) -The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contractor receives from the Client. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Client. This clause applies to both DBE and non-DBE subcontractors. 21) TEXTING WHEN DRIVING In accordance with Executive Order 13513 , "Federal Leadership on Reducing Text Messaging While Driving ", (10/1 /2009) and DOT Order 3902 .10 , "Text Messaging While Driving ", (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers , including policies to ban text messaging while driving when performing work related to a grant or subgrant. In support of this initiative , the Owner encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers , including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $3 ,500 that involve driving a motor vehicle in performance of work activities associated with the project. 22) ENERGY CONSERVATION REQUIREMENTS Consultant and Subconsultant agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservat ion plan issued in compliance with the Energy Policy and Conservation Act (42 U.S .C. 6201et seq .). 23) FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201 , the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage , overtime pay , record keeping , and child labor standards for full and part time workers . SERVICE AGREEMENT , 7 OF 11 Revised 2019 Client Initials /(J.,,!;£.J The Consultant has full responsibility to monitor compliance to the referenced statute or regulation . The Consultant must address any cla ims or d isp utes th at arise from this requirement directly with the U.S . Department of Labor-Wage and Hour Division . 24) CERTIFICATION REGARDING LOBBYING The Bidder or Offerer certifies by signing and submitting this bid or proposal , to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid , by or on behalf of the Bidder or Offerer, to any person for influencing or attempting to influence an officer or employee of an agency , a Member of Congress , an officer or employee of Congress , or an employee of a Member of Congress in connection with the awarding of any Federal contract , the making of any Federal grant, the making of any Federal loan , the entering into of any cooperative agreement, and the extension , continuation , renewal , amendment, or modification of any Federal contract , grant, loan , or cooperative agreement. (2) If any funds other than Federal appropriated funds have been pa id or will be paid to any person for influencing or attempting to influence an officer or employee of any agency , a Member of Congress , an officer or employee of Congress , or an employee of a Member of Congress in connection with this Federal contract , grant , loan , or cooperative agreement , the undersigned shall complete and submit Standard Form-LLL , "Disclosure Form to Report Lobbying ," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts , subgrants , and contracts under grants , loans , and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly . This certification is a material representation of fact upon wh ich reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352 , title 31 , U .S . Code . Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10 ,000 and not more than $100 ,000 for each such failure . 25)0CCUPATIONAL SAFETY AND HEALTH ACT OF 1970 All contracts and subcontracts that result from this agreement incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The Consultant shall provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee . The Consultant retains full responsibility to monitor its compliance and their subconsultant's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Consultant must address any claims or disputes that pertain to a referenced requirement directly w ith the U.S . Department of Labor -Occupational Safety and Health Administration . 26) SEISMIC SAFETY The Consultant agrees to ensure that all work performed under this contract , including work performed by subconsultants , conforms to a building code standard that provides a level of seismic safety substantially equivalent to standards established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their code after the current version of the International Building Code (IBC ) meet the NEHRP equ ivalency level for seism ic safety . 27)CERTIFICATION OF CONSULTANT REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS 1) The Consultant represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed , for which all judicial and administrative remedies have been exhausted or have lapsed , and that is not being pa id in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability . 2) The Consultant represents that it is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months . 28) TERMINATION OF CONTRACT Termination for Convenience (Professional Services) The Client may , by written notice to the Consultant, terminate th is Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination , except as explicitly directed by the Client , the Contractor must immediately discontinue all services affected . SERVICE AGREEMENT , 8 OF 11 Revised 2019 Client Initials ~ Upon termination of the Agreement , the Consultant must del iver to the Client all data , surveys , models , drawings , sp ecifications , reports , maps , photographs , estimates , sum maries , and other documents and materials prepared by the Consultant under this contract , whether complete or partially complete . Client agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice . Compensation will not include anticipated profit on non -performed services . Client further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause . Termination for Default (Professional Services) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party seven [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach , the conditions necessary to cure the breach , and the effective date of the termination action . The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part , for the failure of the Consultant to : 1. Perform the serv ices within the time specified in th is contract or by Owner approved extension ; 2 . Make adequate progress so as to endanger satisfactory performance of the Project ; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination , the Consultant must immediately discontinue all services affected unless the notice directs otherwise . Upon termination of the Agreement , the Consultant must deliver to the Owner all data , surveys , models , drawings , specifications , reports , maps , photographs , estimates , summaries , and other documents and materials prepared by the Engineer under this contract , whether complete or partially complete . Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice . Compensation will not include anticipated profit on non-performed services . Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause . If, after finalization of the termination action , the Owner determines the Consultant was not in default of the Agreement , the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner . b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part , if the Owner : 1. Defaults on its obligations under this Agreement ; 2 . Fails to make payment to the Consultant in accordance with the terms of this Agreement ; 3. Suspends the Project for more than one hundred eighty [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant , Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement , the Consultant may , without prejudice to any rights and remedies it may have , proceed with terminating all or parts of this Agreement based upon the Owner's breach of the contract. In the event of termination due to Owner breach , the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action . Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause . 29) TRADE RESTRICTION CERTIFICATION) By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract , the Offeror - 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that SERVICE AGREEMENT , 9 OF 11 Revised 2019 Client Initials tA/d./ discrim inate against U.S . firms as published by the Office of the United States Trade Representative (USTR); 2) has no t knowingly ente red into any contract or subco nt rac t for this project w ith a person that is a c itizen or national of a foreign country included on the list of countries that discriminate against U .S. firms as published by the USTR ; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U .S. firms published by the USTR. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false , fictitious , or fraudulent certification may render the maker subject to prosecution under Title 18 USC Section 1001 . The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances . The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances . Unless the restrictions of th is clause are waived by the Secretary of Transportation in accordance with 49 CFR 30 .17 , no contract shall be awarded to an Offeror or subcontractor: 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U .S . firms published by the USTR or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3) who incorporates in the public works project any product of a foreign country on such USTR list. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith , the certification required by th is provision . The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that , if awarded a contract resulting from this solicitation , it will incorporate this provision for certification without modification in all lower tier subcontracts . The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S . firms as published by USTR , unless the Offeror has knowledge that the certification is erroneous . This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification , the Federal Av iation Administration (FAA) may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 30) VETERAN'S PREFERENCE In the employment of labor (excluding executive , administrative , and supervisory positions), the Consultant and all sub-tier consultants must give preference to covered veterans as defined within Title 49 United States Code Section 4 7112 . Covered veterans include Vietnam -era veterans , Persian Gulf veterans , Afghanistan -Iraq war veterans , disabled veterans , and small business concerns (as defined by 15 U.S .C . 632 ) owned and controlled by disabled veterans . This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates . End of federally mandated contract provisions. SERVICE AGREEMENT , 10 OF 11 Revised 2019 Client Initials ~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CLIENT: ADDRESS: BY: TITLE: City of McCall, Idaho 216 E. Park Street McCall, Idaho 83638 Robert Giles Mayor T-0 Engineers, Inc. 2471 S. Titanium Place Meridian, Idaho 83642 BY: Patrick Colwell TITLE: Principal SIGNATURE:/&-0.:J ,hfA _) SIGNATURE:~&« 517120 DATE: 5b_/ /f}.o2Q I 7 DATE: A\+e.st: SERVICE AGREEMENT , 11 OF 11 Revised 2019 Client Initials 'RJ4}/ McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-1 EXHIBIT A DESCRIPTION OF PROJECT AND SCOPE OF ENGINEER’S PROFESSIONAL SERVICES FOR IMPROVEMENTS TO McCall MUNICIPAL AIRPORT AIP 3-16-0023-027-2020 PROJECT DESCRIPTION The City of McCall, Idaho, Owner of the McCall Municipal Airport, intends to complete a project to relocate Parallel Taxiway A. The current runway to parallel taxiway separation at this airport is 200 feet and does not meet FAA design criteria for a B-II airport. A recent pre-design study determined that a 300-foot separation from Runway 16-34 to Parallel Taxiway A is justified. The current airport master plan identifies relocation of Parallel Taxiway A as a high-priority safety project. Existing aprons and taxiways will be reconfigured for compatibility with the relocated parallel taxiway. The attached Exhibit 1 shows the proposed project improvements. This project will be entirely funded through a Supplemental Discretionary grant issued by Federal Aviation Administration (FAA) Airport Improvement Program (AIP). The FAA project number is anticipated to be AIP 3-16-0023- 027-2020. The total project cost (consultant services and construction) will not exceed $10,708,000. This scope of services is for construction administration only. Design services were completed under a previous Professional Services Agreement. Professional services related to construction administration are anticipated to include the following: • Construction Administration and Observation • Quality Assurance Services • Grant Administration • Project Closeout • Coordination during construction with the City of McCall and the FAA. DESCRIPTION OF PROJECT IMPROVEMENTS: The primary goal of this project is the relocation of Parallel Taxiway A to provide runway to parallel taxiway separation that meets current FAA design standards. To accomplish this goal, Parallel Taxiway A will be relocated from its current 200-foot offset to a 300-foot offset from Runway 16-34. 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. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-2 AVAILABLE INFORMATION: • Airport Master Plan, McCall Municipal Airport, prepared by Mead and Hunt and T-O Engineers, Inc. dated September 2007. • Project plans and specifications for AIP 3-16-0023-016, McCall Municipal Airport, prepared by T-O Engineers, Inc. dated April 2009. • Project plans and specifications for AIP 3-16-0023-019, McCall Municipal Airport, prepared by T-O Engineers, Inc. dated May 2010. • Project plans and specifications for AIP 3-16-0023-021, McCall Municipal Airport, prepared by T-O Engineers, Inc. dated May 2014. • Project plans and specifications for AIP 3-16-0023-023, McCall Municipal Airport, prepared by T-O Engineers, Inc. dated May 2017. • Project plans and specifications for AIP 3-16-0023-027, McCall Municipal Airport, prepared by T-O Engineers, Inc. dated March 2020. McCall Municipal Airport – Relocate Parallel Taxiway A McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-3 SECTION 1 – SCOPE OF SERVICES Professional services required to accomplish the Project are anticipated to include the following activities: PHASE 1 - ADMINISTRATION The following work tasks shall be considered required contract administration. During the course of the Project the following general administrative services shall be provided. 1.1 Discuss the scope, budget and approach to project with the OWNER and FAA. Determine the elements to be included in the project and the overall project approach. It is anticipated this coordination will take place via teleconference. 1.2 Prepare a detailed Scope of Work narrative. After review with OWNER and FAA, finalize the scope narrative and prepare blank work task versus hourly fee forms for the OWNER’s use in obtaining an Independent Fee Estimate (IFE). 1.3 Prepare a detailed cost proposal based on estimate of professional personnel service hours and hourly rates required to accomplish the construction administration work. 1.4 Prepare an Agreement for Professional Services for submittal and review by the OWNER. This Agreement shall be comprehensive in description of services and responsibilities of contract parties and shall include a detailed cost proposal for professional services, subconsultant fees and reimbursable expen ses. 1.5 Coordinate as needed with the OWNER’s Indep endent Fee Estimate (IFE) consultant to provide additional information, answer questions about the project scope, etc. Coordinate with OWNER after the IFE is complete to evaluate the fee proposal and negotiate, as needed. One teleconference is anticipated to describe and discuss the project scope. 1.6 Advise and coordinate with OWNER regarding compliance documentation, FAA procedural requirements and general guidance through the Phase 1 tasks. This task also includes coordination with FAA during Phase 1. 1.7 Project management and administration to include monthly cost accounting and budget analysis, invoicing and monitoring of project progress. Total estimated duration from contract formulation through project closeout is approximately eight (8) months. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-4 PHASE 2 – PLANNING AND FORMULATION Project planning and formulation tasks are not included in this scope of work. PHASE 3 – PRELIMINARY DESIGN Preliminary design tasks are not included in this scope of work. PHASE 4 – FINAL DESIGN Final design tasks are not included in this scope of work. PHASE 5 - BIDDING Bidding is not included in this scope of work. PHASE 6 – CONSTRUCTION During the construction phase, the ENGINEER shall administer all aspects of the construction contract over which the ENGINEER can be expected to have realistic control in order to assist the OWNER in monitoring and documenting the construction process for design compliance, quality assurance, and cost control. This scope (and related fees) shall reflect the anticipated schedule, including allowances for overtime, additional staff, etc. Construction phase services shall more specifically include the following tasks: 6.1 Provide pre-construction coordination; prepare a detailed Pre-Construction Conference agenda and displays; conduct a Pre-Construction Conference on behalf of the OWNER in McCall, Idaho and prepare and issue minutes of the Pre - Construction Conference; advise the FAA of Pre-Construction Conference dates and include FAA items in conference agenda. Complete FAA Pre-Construction conference checklist. 6.2 Prepare a Construction Management Plan in accordance with FAA guidelines. Clarify specification and document submittal requirements. Include Contractor’s Quality Control Plan. Submit final document to FAA. 6.3 Review, comment and process Contractor’s material submittals, particularly Work Schedule, Operational Safety Plan and Quality Control Plan. Assist Contractor as required clarifying specification requirements and documenti ng submittal requirements. Coordinate construction activity schedule with OWNER. 6.4 Organize and conduct weekly construction meetings with OWNER, Contractor and others as appropriate. Contractors schedule review and work progress will be discussed at all meetings. The Resident Project Representative will hold these meetings on or near the construction site at the airport. Project Engineer or Project Manager will also attend weekly meetings. Assemble and distribute meeting notes McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-5 to participants. Weekly meetings also include time for the PM or Project Engineer to review the project site, construction work, and have an additional meeting with the Airport Manager to discuss the status of the project. 6.5 Provide one full-time experienced Resident Project Representative and one half- time Inspector to monitor and document construction activities, conformance with schedules, plans and specifications; review and document construction quantities; document significant conversations, situations, events or changed conditions; document input or visits from local authorities and officials; prepare and submit routine inspection reports; and maintain a project diary. Anticipate 84 working days on-site during construction. 6.6 Provide office administration support and assistance to the Resident Project Representative with senior design management or other pe rsonnel as field activities may require. Discuss the progress of the project with the RPR and/or the Contractor as needed each day to handle Requests For additional Information (RFI), interpretation of the plans and specifications, and general project coordination on a daily basis. 6.7 Review and approve Contractor monthly Pay Requests. Review quantities and submit approved pay requests to the OWNER for approval and payment. Assist with FAA Request For Reimbursement submittal packages. 6.8 Monitor and coordinate Contractor Quality Control Program pursuant to current FAA specifications for Quality Control and Quality Assurance. This will include all required Quality Assurance testing, to be performed by a qualified testing laboratory. Review reports, track QC & QA testing frequencies, and coordinate with field personnel. See Appendix A for QA testing subconsultant fees. 6.9 Conduct Substantial Completion and Final Completion inspections with the OWNER and Contractor. Advise and coordinate with FAA of inspection dates. Produce substantial and final completion inspection certificates and document “punch list” items. It is assumed that the Project Manager and/or the Project Engineer will attend the Substantial Completion and Final Completion inspections at the McCall Municipal Airport. 6.10 Assist OWNER with review of C ontractor Wage and EEO documentation review. Review Contractor and subcontractor payrolls, coordinate deficiencies with Contractor, track, and submit info the Airport at end of project. 6.11 Coordinate with OWNER and FAA throughout the construction process (18+ weeks). Submit required construction documentation, including weekly activity report forms, mix designs, justifications for intermediate change orders, etc. Two (2) intermediate Change Orders are estimated for these purposes. Coordinate with OWNER and FAA verbally concerning change orders, as required. 6.12 Travel time for ENGINEER personnel associated with tasks listed in Phase 2. It is anticipated that the Project Manager will make 20 trips and the Inspector will make 10 trips, and the Resident Engineer will make 18 trips to McCall during Phase 2. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-6 PHASE 7 – CLOSEOUT/DOCUMENTATION The Closeout Phase shall consist of project closeout and documentation services. Closeout phase services shall include the following tasks: 7.1 Prepare As-Constructed Revisions to Design and Construction Drawings for project improvements. Provide OWNER with one set of prints of Record Drawings. Provide OWNER with copies of Record Drawings including two electronic copies, one for the OWNER and one to be submitted to the FAA. 7.2 Prepare an As-Constructed Airport Layout Plan (ALP) to document improvements. The As-Constructed ALP drawing(s) shall also identify other Airport improvements or changes that have occurred at the Airport but are not included in the existing ALP. The OWNER will provide this information for inclusion in the set of ALP drawings 7.3 Document the Project work and accomplishments in a Final Construction Report in accordance with FAA guidelines. 7.4 Coordinate with Contractors on OWNER’s beh alf to obtain lien releases from subcontractors and prime Contractors in preparation to making final payment. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-7 PHASE 8 – ADDITIONAL SERVICES ENGINEER shall provide the following services as Additional Services to basic services required under Phases 1 through 7. 8.1 AIP Grant Administration Related Services for an anticipated duration of 8 months: 8.1.1 Prepare an Application for Federal Assistance for the FAA/AIP portion of the project to be submitted by the OWNER. 8.1.2 Assist the OWNER in preparation and processing of required sponsor certifications for submittal to FAA: “Project Plans and Specifications ”, “Equipment/Construction Contracts”, and “Construction Project Final Acceptance”. The “Sponsor Certification for Selection of Consultants” will serve as Sponsors certification of qualified personnel to perform the work. 8.1.3 Coordination and communications with OWNER and FAA relating to grant fund availability and scheduling. 8.1.4 Assist OWNER in preparation of periodic project requests for reimbursements via the FAA Delphi eInvoicing system. OWNER will be responsible for actual data entry into the eInvoicing system. 8.1.5 Complete FAA quarterly reporting on status of project and expenditure of grant funds. 8.1.6 Complete FAA annual reporting. Comple te FAA forms 424 and 271. 8.2 Provide the following services related to Federal Disadvantaged Business Enterprise requirements (DBE). 8.2.1 The DBE Program for the City of McCall must be updated and approved by FAA in year 2021. This task includes updating and obtaining FAA approval of the DBE Program. 8.2.2 The DBE Goals for the City of McCall must be established and approved by FAA in year 2021. This task includes establishing and obtaining FAA approval of the DBE Goals. 8.2.3 Complete the “Uniform Report of DBE Awards or Commitments and Payments” including contract award amount or contractor/engineer’s commitment and actual resulting payment to DBE’s. 8.3 Provide a field survey to check the accuracy of the existing control point monuments adjacent to Runway 16-34 at the McCall Municipal Airport. ENGINEER’s surveyor will check control points prior to start of construction. It is anticipated that airfield snow removal operations have disturbed survey control points. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-8 8.4 Prepare Final Contract Change Order/Supplemental Agreements. All services associated with evaluation, negotiation, preparation and processing of Contract Change Orders or Supplemental Agreements are an Additional Service. Personnel service hour estimates, and costs are to be based on normal construction events as experienced by the ENGINEER for projects of this type and size. 8.5 Assist and coordinate with independent auditors in locating appropriate documents for performing A-133 annual audit. 8.6 Prepare a Storm Water Pollution Prevention Plan (SWPPP) to be filed at the project and a Notice of Intent (NOI) for Submittal to the Department of Environme ntal Quality (DEQ). SWPPP will be assembled in a format as required by the National Pollutant Discharge System (NPDES) permits. The SWPPP plan will include, planning and organization statements, an individual assessment of the project site, best management practice identification, how the plan would be implemented, and a plan for evaluation and monitoring the requirements of the permit. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-9 SECTION 2 - OWNER’S RESPONSIBILITIES OWNER shall assume the following responsibilities and provide the following support to Engineer. OWNER's Designated Representative • The OWNER 's designated representative shall be Richard Stein, Airport Manager, who with assistance from other members of the City staff, shall assist in processing Interim contractor Pay Requests, Requests for Reimbursements, cont ract Work Directive Changes and Change Orders, and authorize other Additional Services of ENGINEER as may be required during the course of the project. The OWNER's designated representative shall coordinate directly and routinely with City of McCall for the purpose of document processing, authorization of changes and project updates. OWNER's Requirements • The Designated Representative shall advise ENGINEER as to the project budget and site-specific design requirements during the Planning and Study phases of the project. The Designated Representative shall also act as a liaison with the Airport Commission and airport users to seek additional inp ut as appropriate during planning and design development. • OWNER's Designated Representative shall assist in coordination and development of an Operation and Safety Plan. Work to include coordination and meeting(s) with Engineer and airport users as necessary. • Designate an individual to serve as the OWNER's DBE Compliance and Labor and Wage Administrator. • The OWNER shall determine the low responsive bidder(s) for purpose of award of the contract(s) and direct the Engineer to prepare Notice of Award and other contract documents for delivery to the selected bidd er(s). OWNER shall also make all decisions relating to determinations of a Bidder’s “Good Faith Efforts: in complying with DBE construction goals. On-Site OWNER Representation • Attend the Pre-Design Conference, Pre-Bid Conference, Bid Opening, Pre- Construction Conference, weekly construction progress and other job-related meetings as requested, and Substantial and Final Completion or payment inspections. • Designate a Project Safety Officer to act as the OWNER's representative in matters relating to airport operations and operational safety during the course of construction with authority as follows: Conduct of Operations: The OWNER shall designate an individual knowledgeable in the standards and procedures for conduct of Airport Operations to act as the McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-10 OWNER’s representative on matters relating to the actions of the Contractor, Engineer, Utility Companies, Airport Users and others, who ma y be directly or indirectly involved in or impacted by the performance of the Work, as such actions may impact the routine operation of the Airport. This individual shall be d esignated as the “Airport Safety Officer” and shall work under the supervision o f the Designated Representative. The Airport Safety Officer’s responsibilities shall in no way supersede, limit or remove the responsibility of the Contractor for conduct of operations as are typically set forth in th e General Conditions of the Construction Contract. The OWNER agrees to provide personnel to assist w ith control of aircraft movements that may occur in the vicinity of the Work, or potentially be impacted by the Work. Such assigned personnel shall perform work under the direction of the Safety Officer. • Assist in location and identification of existing utilities in the vicinity of proposed project improvements. Identify subsurface conditions that OWNER may be aware of which could impact project design and/or construction cost. • Review progress documents or alternatives information and respond to Engineer in a timely manner when additional direction is required. • Issue NOTAMS and provide all necessary coordination with FAA personnel relative to Airport Operations Area (AOA) closures, impacts to FAA navigational aids, and similar activities. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-11 SECTION 3 - DUTIES, RESPONSIBILITIES AND L IMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE ENGINEER shall furnish a Resident Project Representative (RPR), assistan ts and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field ch ecks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures, or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract documents and in particular the specific limitations set forth in Paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limite d to those of ENGINEER in ENGINEER's agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall in general be with ENGINEER and CONTRACTOR, keeping OWNER advised as necessary. RPR's dealings w ith subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall genera lly communicate with OWNER with the knowledge of and under the direction of ENGINEER. B. Duties and Responsibilities of RPR 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as ENGINEER'S liaison with CONTRACTOR and assist ENGINEER in serving as OWNER'S liaison with CONTRACTOR when CONTRACTOR'S operations affect OWNER'S on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR and notify ENGINEER of availability of samples for examination. c. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-12 5. Review of Work, Rejection of Defective Work, Inspections and Tests: a. Conduct on-site observations of the Work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Con tract Documents. b. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective, or does not conform to the Contract Documents, or has bee n damaged, or does not meet the requirements of any inspe ction, test, or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspec tion, or approval. c. Verify that tests, equipment, and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and the CONTRACTOR maintains adequate records thereof; and observe, record, and report to ENGINEER appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Docume nts are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. 7. Modifications: Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with RPR'S recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job sit e, weather conditions, data relative to questions of Work Directive Changes, Cha nge Orders or change conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of obs erving test procedures; and send copies to ENGINEER. c. Record names, address, and telephone numbers of all CONTRACT ORS, subcontractors, and major suppliers of materials and equipment. 9. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress s chedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections, or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-13 Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of an y accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for com pliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the s ite but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals, and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 12. Completion: a. Before ENGINEER issues a Certificate of Substantial Completions, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. c. Observe that all items on final list have been completed or corre cted and make recommendations to ENGINEER concerning acceptance. C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. 2. Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract documents. 3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences, or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or s ample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in pa rt. 8. Shall not participate in specialized field or laboratory tests or inspections condu cted by others except as specifically authorized by ENGINEER. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-14 SECTION 4 - PROJECT SCHEDULE The following schedule summarizes the OWNER’s desired target completion dates for significant Project task. ACTIVITY TARGET COMPLETION Submit Proposed Contract and Fees to Owner March 20, 2020 Final Professional Services Agreement to Owner April 10, 2020 Final Grant Application Submittal to Owner April 15, 2020 Execute Grant Offer April 30, 2020 Award Project May 2020 Construction (Runway Extension) July-November 2020 Project Closeout February 2021 Note: Construction completion and commencements are weather dependent. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-15 SECTION 5.0 - FEES FOR SERVICES AND BASIS FOR REIMBURSEMENT 5.1 Basis of Fees: 5.1.1 Basic Services provided under Section 1, Phases 1-4 of Exhibit A. 5.1.1.1 Construction services provided under Section 1, Phases 1-4 shall be performed on a "Prevailing Rates Basis", in accordance with the fee schedule provided in Exhibit C to this Agreement. 5.1.2 Additional services provided under Section 2 of Exhibit A shall be performed on a "Prevailing Rates Basis". 5.1.3 Independent Professional Associates and Engineers’ fees and reimbursable expenses shall be in addition to Basic and Additional Services Fees identified in Paragraph 5.2.1 below. Estimates are provided in P aragraph 5.2.2 below. 5.2 Fees for Services. The Fees established below are suppo rted by the man-hour and cost analysis provided in Exhibit D. 5.2.1 Professional Services - T-O Engineers, Inc. Personnel 5.2.1.1 Fee for services provided under Contract Section 1, Phases 1 , 2, 3, and 4. LUMP SUM = $ 31,044.04 5.2.1.2 Estimated fee for services provided under Contract Section 1, Phases 5, 6, and 7 and Contract Section 2, Phase 8. ESTIMATED PREVAILING RATES BASIS FEE = $ 352,330.49 5.2.2 Subconsultant Fees 5.2.2.1 Fee for Subconsultant services provided under Contract Section 1, Phases 1, 2, 3, and 4. ESTIMATED FEE = $ 0.00 5.2.2.2 Estimated fee for Subconsultant services provided under Contract Section 1, Phases 5, 6, and 7 and Contract Section 2, Phase 8. ESTIMATED FEE = $ 43,250.00 5.2.3 Reimbursable Expenses: 5.2.3.1 Contract Section 1, Phases 1, 2, 3, and 4. ESTIMATED AMOUNT = $ 2,362.00 5.2.3.2 Contract Section 1, Phases 5, 6, 7 and 8. ESTIMATED AMOUNT = $ 37,432.50 5.2.4 Fee Summary: Section 1 & 2 (5.2.1. + 5.2.2. + 5.2.3.) ESTIMATED TOTAL = $ 466,419.03 McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-16 5.3 Adjustment of Fees: 5.3.1 It is agreed that the fees identified in 5.2 above are subject to adjustment should the Scope of Services change; should work effort required to acc omplish a task significantly increase through no fault of the engineer; and/or the time span over which services are provided be significantly extended through circumstances not under the control of the ENGINEER during the progress of work. 5.3.2 It is further understood and agreed that the distribution of work and hence fees between the ENGINEER and subconsultants during the performance of work may vary from the assumptions which form the basis of estimates provided in Exhibit D, and also that the cost for subconsultant services and reimbursable expenses may vary from estimates contained herein. 5.4 Requests for Fee Adjustment: 5.4.1 Requests for adjustment of fees identified in paragraph 5 .2 are subject to the approval of the OWNER and the Federal Aviation Administration (FAA). The OWNER agrees to not withhold approva l of requests for fee adjustments that are agreed to by the FAA or which have been included in calculation of the FAA -AIP Grant amount awarded to the OWNER. 5.4.2 It is agreed that the ENGINEER shall only be required to request an adjustment of fees in the event total Basic Services fees for the Construction and Operational phases (Phases 5 through 7); or if total estimated Addition al Services fees (Phase 8) exceed total pre-approved maximum amounts for each of the respective subtotals for Phase 1 through 4, Phase 5 through 7, or Phase 8. McCall Municipal Airport 2020 Airport Improvements Professional Services Agreement: Exhibit A May 7, 2020 PAGE A-17 APPENDIX A – QA TESTING SUBCONSULTANT FEES AIP 3-16-0023-027-2020 McCall Municipal Airport Relocate Parallel Taxiway A Construction Administration McCall, Idaho Professional Services Agreement Exhibit B - Fee Summary 1. Personnel Costs Classification Title Hours Rate/Hour Cost PR Principal 14 $69.75 $976.50 PM Project Manager 154 $52.97 $8,157.38 PE Project Engineer 0 $45.84 $0.00 DE Design Engineer 20 $35.77 $715.40 EI Engineer in Training 0 $31.47 $0.00 Admin.Administrative 30 $23.18 $695.40 $10,659.30 Overhead $13,220.73 Profit $7,164.01 Total Labor $31,044.04 2. Subconsultant Fees Description Cost Assumption of Risk 0%$0.00 Subtotal, Subconsultant Fees:$0.00 3. Reimbursable Expenses Description Quantity Unit Cost Cost Vehicle Travel (Per Mile)1760 $0.575 $1,012.00 CADD Software (Per Hour)10 $10.00 $100.00 Document Reproduction (Lump Sum)1 $1,000.00 $1,000.00 Postage, Phone (Lump Sum)1 $250.00 $250.00 Subtotal, Reimbursable Expenses $2,362.00 TASKS 1-4 TOTAL FEE (1+2+3)$33,406.04 TASKS 1-4 SUMMARY (LUMP SUM) May 7, 2020 Prime Labor Costs Exhibit B - 1 of 5 AIP 3-16-0023-027-2020 McCall Municipal Airport Relocate Parallel Taxiway A Construction Administration McCall, Idaho Professional Services Agreement Exhibit B - Fee Summary TASKS 1-4 SUMMARY (LUMP SUM) May 7, 2020 4. Personnel Costs Classification Title Hours Rate/Hour Cost PR Principal 1 $69.75 $69.75 PM Project Manager 612 $52.97 $32,417.64 PE Project Engineer 54 $45.84 $2,475.36 DE Design Engineer 374 $35.77 $13,377.98 EI Engineer in Training 66 $31.47 $2,077.02 INSP Inspector 672 $38.42 $25,818.24 RE Resident Engineer 1002 $41.40 $41,482.80 SM Survey Manager 4 $57.31 $229.24 SURV Suveryor 12 $37.95 $455.40 Admin.Administrative 111 $23.18 $2,572.98 $120,976.41 Overhead $150,047.04 Profit $81,307.04 Total Labor $352,330.49 5. Subconsultant Fees Description Cost Quality Assurance Testing (STRATA)$43,250.00 $0.00 Assumption of Risk 0%$0.00 Subtotal, Subconsultant Fees:$43,250.00 6. Reimbursable Expenses Description Quantity Unit Cost Cost Vehicle Travel (Per Mile)9500 $0.575 $5,462.50 Lodging (Per Night)118 $170.00 $20,060.00 Per Diem 98 $55.00 $5,390.00 Computer - CADD (Per Hour)50 $10.00 $500.00 Survey Equipment (Per Hour)8 $65.00 $520.00 Document Reproduction (Lump Sum)1 $4,000.00 $4,000.00 Phone, Postage, Misc. (Lump Sum)1 $1,500.00 $1,500.00 Subtotal, Reimbursable Expenses $37,432.50 TASKS 5-8 TOTAL FEE (4+5+6)$433,012.99 TASKS 1-8 TOTAL FEE $466,419.03 TASKS 5-8 SUMMARY (TIME AND MATERIALS) Prime Labor Costs Exhibit B - 2 of 5 AIP 3-16-0023-027-2020 McCall Municipal Airport Relocate Parallel Taxiway A Construction Administration McCall, Idaho Professional Services Agreement Exhibit B - Detailed Labor Worksheet LABOR CLASSIFICATION PR PM PE DE EI INSP RE SM SURV Admin.Task LABOR RATE $69.75 $52.97 $45.84 $35.77 $31.47 $38.42 $41.40 $57.31 $37.95 $23.18 Total TASK 1 - ADMINISTRATION 1.1 Project Formulation 2 8 10 563.26$ 1.2 Scope of Work 1 8 1 2 12 597.18$ 1.3 Cost Proposal 1 8 1 1 11 574.00$ 1.4 Agreement for Professional Services 2 4 1 7 374.56$ 1.5 Coordinate Independent Fee Estimate 2 2 105.94$ 1.6 Advise and Coordinate with Owner and FAA*64 8 72 3,575.52$ 1.7 Project Management and Administration 8 60 20 18 106 4,868.84$ 14 154 0 20 0 0 0 2 0 30 220 10,659.30$ TASK 2 - PLANNING AND FORMULATION (NOT INCLUDED) 0 0 0 0 0 0 0 0 0 0 0 -$ TASK 3 - PRELIMINARY DESIGN (NOT INCLUDED) 0 0 0 0 0 0 0 0 0 0 0 -$ TASK 4 - FINAL DESIGN (NOT INCLUDED) 0 0 0 0 0 0 0 0 0 0 0 -$ 14 154 0 20 0 0 0 2 0 30 220 10,659.30$ May 7, 2020 Subtotal, Task 3 Subtotal, Task 4 Subtotal, Task 1 Total Hours Subtotal, Task 2 SUTOTAL TASKS 1-4 (LUMP SUM) Page 3 of 5 AIP 3-16-0023-027-2020 McCall Municipal Airport Relocate Parallel Taxiway A Construction Administration McCall, Idaho Professional Services Agreement Exhibit B - Detailed Labor Worksheet LABOR CLASSIFICATION PR PM PE DE EI INSP RE SM SURV Admin.Task LABOR RATE $69.75 $52.97 $45.84 $35.77 $31.47 $38.42 $41.40 $57.31 $37.95 $23.18 Total May 7, 2020 Total Hours TASK 5 - BIDDING AND CONTRACT AWARD (NOT INCLUDED) 0 0 0 0 0 0 0 0 0 0 0 -$ TASK 6 - CONSTRUCTION 6.1 Pre-Construction Coordination*20 18 6 44 1,842.34$ 6.2 Construction Management Plan 8 18 26 1,067.62$ 6.3 Contractor QC Plan/Schedule/Submittals 16 40 50 12 118 4,626.48$ 6.4 Weekly Construction Meetings*20 48 68 2,776.36$ 6.5 On-Site Observation (84 working days)*108 440 850 1398 57,815.56$ 6.6 Construction Administration (office)140 80 10 230 10,509.20$ 6.7 Process Pay Requests 12 24 24 60 2,050.44$ 6.8 Quality Control Program 10 20 30 1,298.10$ 6.9 Substantial/Final Completion Inspections*12 12 24 1,064.88$ 6.10 Wage/EEO Documentation Review 20 54 74 3,134.08$ 6.11 FAA/Owner Coordination 44 30 6 10 90 3,976.80$ 6.12 Travel Time - Phase 6 100 50 90 240 10,944.00$ 0 510 0 270 6 574 990 0 0 52 2402 101,105.86$ TASK 7 - CLOSEOUT DOCUMENTATION 7.1 As-Constructed Plans 2 16 20 12 50 1,768.70$ 7.2 Update ALP 4 10 28 16 58 2,065.46$ 7.3 Final Construction Report 8 20 52 80 3,137.00$ 7.4 Closeout Support/Documents/Lein Releases 8 18 4 30 1,208.04$ 0 22 0 46 48 98 0 0 0 4 218 8,179.20$ Subtotal, Task 5 Subtotal, Task 6 Subtotal, Task 7 Page 4 of 5 AIP 3-16-0023-027-2020 McCall Municipal Airport Relocate Parallel Taxiway A Construction Administration McCall, Idaho Professional Services Agreement Exhibit B - Detailed Labor Worksheet LABOR CLASSIFICATION PR PM PE DE EI INSP RE SM SURV Admin.Task LABOR RATE $69.75 $52.97 $45.84 $35.77 $31.47 $38.42 $41.40 $57.31 $37.95 $23.18 Total May 7, 2020 Total Hours TASK 8 - ADDITIONAL SERVICES 8.1 FAA AIP Grant Administration Related Services 8.1.1 Prepare FAA Grant Application (Construction)6 12 4 22 839.78$ 8.1.2 Prepare FAA Sponsor Certifications 4 2 6 258.24$ 8.1.3 Coordinate with Sponsor and FAA 8 4 12 566.84$ 8.1.4 Federal eInvoicing Prep and Assistance 18 32 50 1,695.22$ 8.1.5 FAA Quarterly Progress Reporting 8 12 4 24 945.72$ 8.1.6 FAA Annual Progress Reporting 10 10 20 761.50$ 8.2 Disadvantaged Business Enterprise Services 8.2.1 DBE Program 3 26 29 1,350.75$ 8.2.2 DBE Goals 2 18 20 931.06$ 8.2.3 DBE Reporting 4 10 14 670.28$ 8.3 Survey Check of Airport Control Monuments*3 12 4 12 31 1,340.35$ 8.4 Final Change Order/Supplemental Agreement 1 4 8 2 1 16 653.91$ 8.5 A-133 Audit Assistance 6 2 2 10 435.72$ 8.6 Prepare SWPPP/NOI for Project 4 20 10 34 1,241.98$ 8.7 Update FAA 5320 Pavement Strength Survey 0 -$ 1 80 54 58 12 0 12 4 12 55 288 11,691.35$ 1 612 54 374 66 672 1002 4 12 111 2908 120,976.41$ 15 766 54 394 66 672 1002 6 12 141 3128 131,635.71$ Subtotal, Task 8 TOTAL DIRECT LABOR, ALL TASKS SUTOTAL TASKS 5-8 (TIME AND MATERIALS) Page 5 of 5