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Home My Public Portal About2011.02.22 TO AGREEMENT - Signed PROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN CITY OF MCCALL, IDAHO AND T-O ENGINEERS, INC. 9777 CHINDEN BOULEVARD BOISE, ID 83714 FOR SERVICES RELATED TO: MCCALL MUNICIPAL AIRPORT CONSTRUCT SNOW REMOVAL EQUIPMENT (SRE) BUILDING MCCALL, IDAHO AIP PROJECT NO. 3-16-0023-020 McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page i TABLE OF CONTENTS SECTION 1 - BASIC SERVICES OF ENGINEER: PLANNING AND DESIGN PHASES .......................2 1.1 ADMINISTRATION. (PHASE 1) .............................................................................................2 1.2 STUDY AND FORMULATION. (PHASE 2) ............................................................................2 1.3 PRELIMINARY DESIGN. (PHASE 3)....................................................................................2 1.4 FINAL DESIGN. (PHASE 4) ................................................................................................3 1.5 BIDDING. (PHASE 5)...........................................................................................................3 1.6 CONSTRUCTION. (PHASE 6)..............................................................................................4 1.7 PROJECT CLOSEOUT. (PHASE 7) .....................................................................................6 SECTION 2 ADDITIONAL SERVICES (PHASE 8) ............................................................................6 2.1 CONTRACT SECTIONS 1.1, 1.2, 1.3, AND 1.4 ......................................................................6 2.2 CONTRACT SECTIONS 1.5, 1.6, AND 1.7 .............................................................................7 2.3 OTHE R ADDITIONAL SERVICES .........................................................................................8 SECTION 3 OWNER'S RESPONSIBILITIES ...................................................................................8 3.1 OWNER'S REPRESENTATIVE ............................................................................................8 3.2 OWNER'S PROJECT REQUIREMENTS ................................................................................8 3.3 AVAILABLE PROJECT INFORMATION .................................................................................8 3.4 OWNER FURNISHED INFORMATION...................................................................................9 3.5 SITE ACCESS ....................................................................................................................9 3.6 PRODUCT REVIEW ............................................................................................................9 3.7 OWNER AQUIRED APPROVALS AND PERMITS ..................................................................9 3.8 OTHER OWNER PROVIDED SERVICES ..............................................................................9 3.9 WRITTEN NOTIFICATION TO ENGINEER..............................................................................9 3.10 COST OF OWNER RESPONSIBILITIES................................................................................9 3.11 PROJECT MEETING PARTICIPATION ................................................................................ 10 3.12 NOTIFICATION TO ENGINEER ........................................................................................... 10 3.13 PROJECT SAFETY OFFICER ............................................................................................ 10 3.14 OWNER'S COST OBLIGATION .......................................................................................... 10 SECTION 4 PERIODS OF SERVICE............................................................................................. 10 4.1 PROGRESS OF WORK .................................................................................................... 10 4.2 PROJECT CLOSEOUT PHASE SERVICES......................................................................... 10 4.3 CHANGE IN WORK SCOPE .............................................................................................. 10 4.4 AUTHORIZATION TO PROCEED ........................................................................................ 10 4.5 SCHEDULE ...................................................................................................................... 10 SECTION 5 PAYMENTS TO ENGINEER ....................................................................................... 11 5.1 SCOPE OF SERVICES AND FEES.................................................................................... 11 5.2 FEE BASIS DEFINITIONS .................................................................................................. 11 5.3 TIMES OF STATEMENTS .................................................................................................. 12 5.4 PAST DUE STATEMENTS ................................................................................................. 12 5.5 TERMINATION RELATED FEES AND EXPENSES .............................................................. 13 5.6 ENGINEER'S ACCOUNTING RECORDS ............................................................................. 13 SECTION 6 CONSTRUCTION COST AND OPINIONS OF COST.................................................... 13 6.1 CONSTRUCTION COST ..................................................................................................... 13 6.2 OPINIONS OF COST ......................................................................................................... 13 SECTION 7 GENERAL CONSIDERATION..................................................................................... 14 7.1 TERMINATION .................................................................................................................. 14 7.2 REUSE OF DOCUMENTS ................................................................................................. 14 7.3 INSURANCE ..................................................................................................................... 15 McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page ii 7.4 CONTROLLING LAW ......................................................................................................... 15 7.5 SUCCESSORS AND ASSIGNS .......................................................................................... 15 SECTION 8 SPECIAL PROVISIONS ............................................................................................ 15 8.1 AUTHORIZATION TO PROCEED ........................................................................................ 15 8.2 LIMITATION OF LIABILITY .................................................................................................. 15 8.3 LITIGATION/ARBITRATION COSTS ..................................................................................... 16 8.4 CERTIFICATION OF ENGINEER......................................................................................... 16 8.5 RESERVATIONS AND COMPLIANCE ................................................................................ 16 8.6 REQUIRED FEDERAL PROVISIONS .................................................................................. 16 EXHIBITS EXHIBIT A Description of Project and Scope of Engineer’s Professional Services EXHIBIT B Duties, Responsibilities, and Limitations of Authority of the Resident Project Representative EXHIBIT C Engineer's Prevailing Functional Fee Schedule EXHIBIT D Basis of Cost Analysis EXHIBIT E Documentation of Required Insurance (Copies) McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 1 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES February 8, 2011 (With City of McCall Edits Dated February 22, 2011) PARTIES TO AGREEMENT: THIS IS AN AGREEMENT MADE BETWEEN; CITY OF MCCALL, IDAHO 216 E. PARK STREET MCCALL, ID 83638 (OWNER) AND, T-O ENGINEERS, INC. 9777 CHINDEN BOULEVARD BOISE, IDAHO 83714-2008 (ENGINEER) THE PROJECT FOR WHICH SERVICES ARE TO BE PROVIDED IS: MCCALL MUNICIPAL AIRPORT IMPROVEMENTS FY’11, AIP 3-16-0023-020 · Construct Snow Removal Equipment (SRE) Building GENERAL DESCRIPTION OF WORK ELEMENTS FOR EACH CONTRACT: OWNER AND ENGINEER IN CONSIDERATION OF THEIR MUTUAL COVENANTS HEREIN AGREE IN RESPECT OF THE PERFORMANCE OF PROFESSIONAL SERVICES BY ENGINEER AND THE PAYMENT FOR THOSE SERVICES BY OWNER AS SET FORTH BELOW. The following Section 1 Titled “Basic Services of Engineer” provides a general description of the type of professional services provided during the several phases of a project. The project phases are herein described as: 1.1 Administration; 1.2 Study and Formulation; 1.3 Preliminary Design; 1.4 Final Design; 1.5 Bidding; 1.6 Construction; and 1.7 Project Closeout. Section 2 – Other Additional Services (Phase 8) describes those services, which, at the time of contract preparation are anticipated to be required by the OWNER that are not included in Section 1 – Basic Services. Further detailed description of project specific professional services is provided in Exhibit A titled “Description of Project and Scope of Engineer’s Professional Services”. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 2 SECTION 1 BASIC SERVICES OF ENGINEER PLANNING AND DESIGN PHASES 1.1 ADMINISTRATION (PHASE 1) 1.1.1. ENGINEER shall provide for OWNER professional engineering services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include serving as OWNER'S professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil engineering services incidental thereto. The services which the ENGINEER shall provide during each project phase are generally described below and in the following sections. 1.1.2. ENGINEER shall also assist and advise the OWNER in overall administration, contracting, and coordination of the project. Specific administration work tasks provided by the ENGINEER are further described in Exhibit A to this agreement (Phase 1 and Phase 8). 1.2 STUDY AND FORMULATION (PHASE 2) 1.2.1. Consult with OWNER to clarify and define OWNER'S requirements for the Project and review available data. 1.2.2. Advise OWNER as to the necessity of OWNER'S providing or obtaining from ot hers data or services of the types described in paragraph 3.4, and assist OWNER in obtaining such data and services. 1.2.3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 1.2.4. Provide analysis of OWNER'S needs and comparative studies of prospective solutions. 1.2.5. Provide a general economic analysis of OWNER'S requirements applicable to various alternatives. 1.2.6. Prepare schematic layouts, sketches and conceptual design criteria to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to OWNER and setting forth ENGINEER'S findings and recommendations. 1.2.7. Furnish copies of the Study and Planning Documents which may have been prepared in conjunction with Item 1.2.6 above. 1.2.8. Provide an Engineer's Opinion of Probable Cost including Construction Cost, allowance for engineering costs and contingencies, and (on the basis of information furnished by OWNER) allowances for other costs the OWNER may wish to include. 1.2.9. Provide written reports and participate in scope meetings as appropriate for the Project. The duties and responsibilities of ENGINEER during the Study and Planning Phase (Phase 2) are further described in Exhibit A to this Agreement. 1.3 PRELIMINARY DESIGN PHASE 3) 1.3.1. In consultation with OWNER and on the basis of results of work accomplished in Section 1.2, finalize the desired scope, extent and character of the Project. 1.3.2. Prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and description and analysis of the Project work elements. 1.3.3. Advise OWNER if additional data or services of the types described in paragraph 3.4 are necessary and assist OWNER in obtaining such data and services. 1.3.4. Participate in preliminary design review meetings as appropriate for the Project. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 3 1.3.5. Refine project cost and funding recommendations provided in Phase 2 as a result of additional Phase 3 studies. The duties and responsibilities of ENGINEER during the Preliminary Design Phase (Phase 3) are further described in Exhibit A to this Agreement. 1.4 FINAL DESIGN (PHASE 4) 1.4.1. On the basis of the accepted Preliminary Design documents, prepare final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) (hereinafter called "Drawings") and Construction Specifications. 1.4.2. Provide technical criteria, written descriptions , technical reports, and design data for OWNER'S use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in consultations with appropriate authorities. 1.4.3. Furnish to OWNER a revised opinion of probable Total Project Costs based on the Final Drawings and Specifications. 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary conditions, and bid forms, Invitations to Bid and Instructions to Bidders and assist in the preparation of other related documents. 1.4.5. Furnish copies of the above documents and of the Drawings and Specifications for use in review and approval. Present and review them in person with OWNER. The duties and responsibilities of ENGINEER during the Final Design Phase (Phase 4) are further described in Exhibit A of this Agreement. BIDDING, CONSTRUCTION AND CLOSEOUT PHASES 1.5 BIDDING. (PHASE 5) 1.5.1. Assist OWNER in advertising for and obtaining bids for each separate prime contract for construction services; maintain a record of prospective bidders to whom Bidding Documents have been issued; attend pre-bid conferences and receive and process deposits for Bidding Documents. 1.5.2. Respond to Bidders’ questions and issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 1.5.4. Consult with and advise OWNER as to the acceptability of prime contractor and of subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein called "Contractor(s)") for those portions of the work as to which such acceptability is required by the Bidding Documents. 1.5.5. Provide additional copies of Bidding Documents as required to conduct the Bidding process. 1.5.6. Assemble documentation of the Bid process and results for submittal to funding agencies, as required. The duties and responsibilities of ENGINEER during Bidding (Phase 5) are further described in Exhibit A of this Agreement. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 4 1.6 CONSTRUCTION (PHASE 6) 1.6.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER'S representative as provided in the Standard General Conditions of the Construction Contract, Idaho Standards for Public Works Construction (ISPWC) Division 100. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except as ENGINEER may otherwise agree in writing. All of OWNER'S instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNER to the extent provided in said Standard General Conditions except as otherwise provided in writing. 1.6.2. Visits to Site and Observation of Construction. In connection with observations of the work of Contractor(s) while it is in progress: 1.6.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition, as a part of Section 2.2 Additional Services, ENGINEER shall provide the services of a Resident Project Representative and assistants (as the ENGINEER deems necessary to provide required services) at the site to assist ENGINEER and to provide more continuous observation of such work. Based on information obtained during such visits and on such observations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. 1.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER'S agent or employee and under ENGINEERS' supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B: "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6.2.3. The purpose of ENGINEER'S visits to and representation by the Resident Project Representative (and assistants, if any) at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by exercise of ENGINEER'S effort s as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected i n the Contract Documents has been implemented and preserved by Contractor(s). On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor(s)' work in progress, supervise, direct or have control over Contractor(s)' work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Contractor(s) nor assume responsibility for Contractor(s)' failure to furnish and perform their work in accordance with Contract Documents. 1.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disapprove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the Project as reflected in the Contract Documents. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 5 1.6.4. Interpretations and Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. 1.6.5. Substitutes. ENGINEER shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor(s), but subject to the provision of paragraph 2.2.2 1.6.6. Inspections and Tests. ENGINEER shall have authority to require special inspection or testing of the work, and shall receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents). 1.6.7. Disputes between OWNER and Contractor. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make decisions on all claims of OWNER and Contractor(s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. ENGINEER shall not be liable for the results of any such interpretations or decisions rendered in good faith. Professional services required to resolve such disputes shall be considered as an Additional Service per Section 2.2. 1.6.8. Applications for Payment. Based on ENGINEER'S on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative and on review of applications for payment and the accompanying data and schedules: 1.6.8.1. ENGINEER shall det ermine the amounts owing to Contractor(s) and recommend, in writing, payments to Contractor(s) of such amounts. Such recommendations of payment will constitute a representation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER'S knowledge, information and belief, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In case of unit price work, ENGINEER'S recommendations of payment will include determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). Based on information available at the time of issuance of the recommendation for payment. 1.6.8.2. By recommending any payment ENGINEER will not thereby be deemed to have represented that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s)' work as it is furnished and performed beyond the responsibilities specifi cally assigned to ENGINEER in this Agreement and the Contract Documents. ENGINEER'S review of Contractor(s)' work for the purposes of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regulations, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any lien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and CONTRACTOR that might affect the amount that should be paid. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 6 1.6.9. Contractor(s)' Completion Documents. ENGINEER shall receive maintenance and operat ing instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies with the requirements of, and in the case of certificates of inspection, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.10. Substantial Completion and Final Inspections. ENGINEER shall conduct an inspection and may give written notice to OWNER and the Contractor(s) that the work is acceptable (subject to any conditions therein expressed), but any such recommendation and notice will be subject to the limitations expressed in paragraph 1.6.8.2. 1.6.11. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER'S own employees and agents) at the site or otherwise furnishing or performing any of the Contractor(s)' work; however, nothing contained in paragraphs 1.6.1 through 1.6.10 inclusive, shall be construed to releas e ENGINEER from liability for failure to properly perform duties and responsibilities assumed by ENGINEER in the Contract Documents. The duties and responsibilities of ENGINEER during the Construction Phase (Phase 6) are further described in Exhibit A of this Agreement. 1.7 PROJECT CLOSEOUT (PHASE 7) During the Project Closeout Phase, ENGINEER shall, when authorized by the OWNER: 1.7.1. Provide assistance in the closing of normal financial or related transactions associated with the administration of the Project. 1.7.2. Prepare a set of reproducible record prints of Design Drawings showing changes made during the construction process. These record drawings (As-Builts or As-Constructed) are not precise or legal survey documents, as such, the Record Drawings should not be utilized or interpreted as "Survey" documents. SECTION 2 ADDITIONAL SERVICES (PHASE 8) The ENGINEER shall provide or obtain from others Additional Services of the types listed in paragraphs 2.1, 2.2, and 2.3. These services are not normally included as part of Basic Services. Additional services that, based on the Engineer’s knowledge of the Project and OWNER’S request for services, can reasonably be anticipated or identified are described in Exhibit A (Phase 8 – Table 8-1) to this Agreement. Additional items that may be expected to occur but are not included in this Agreement are identified in Table 8-2. Note: The need for other Additional Services beyond those described in Exhibit A may arise during performance of the work. 2.1 CONTRACT SECTIONS 1.1, 1.2, 1.3 AND 1.4 2.1.1. Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with the Project. 2.1.2. Preparation or review of environmental assessments and impact statements or other relevant studies; review and eva luation of the effect on the design requirements of the Project of any such statements and documents prepared by others. 2.1.3. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 7 2.1.4. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule, character of construction or method of financing; and revising previously accepted studies, reported design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEER's control. 2.1.5. Preparing documents for alternate bids requested by OWNER for Contractor(s)' work which is not executed or documents for out -of-sequence work. 2.1.6. Investigations and studies involving, but not limited to, detailed consideration of operations, maintenance and overhead expenses. 2.1.7. Preparation of plans for utilization of Disadvantaged Business Enterprise (DBE) and development of project goals in compliance with funding agency or other authorities requirements. 2.1.8. Other services as required or requested by the OWNER. 2.2 CONTRACT SECTIONS 1.5, 1.6 AND 1.7 When required by the Contract Documents in circumstances beyond ENGINEER'S control, ENGINEER shall furnish or obtain from others, Additional Services of the types listed in paragraphs 2.2.1 through 2.2.11, inclusive. ENGINEER shall advise OWNER promptly after starting any such Additional Services (Phase 8) which are not anticipated and described in Exhibit A. 2.2.1. Services in connection with changes to construction plans, work directive changes and change orders to reflect changes requested by OWNER or changes resulting from differing field conditions and other unforeseeable events. 2.2.2. Services in making revisions to Drawings and Specificat ions occasioned by the consideration of substitutions proposed by Contractor(s); and services after the award of each contract in evaluating and determining the acceptability of substitutions proposed by Contractor. 2.2.3. Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages. 2.2.4. Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contractor, (3) acceleration of the progress schedule involving services beyond normal working hours, and (4) default by any Contractor. 2.2.5. Services which result from or are caused by unanticipated utilization of any part of the Project by OWNER prior to Substantial Completion. 2.2.6. Evaluating claims submitted by Contractor(s) or others in connection with the work. 2.2.7. Assistance in connection with bid protests, rebidding or negotiating contracts for construction, materials, equipment or services. 2.2.8. Preparation of operating, maintenance and staffing manuals; construction management or Quality Control Manuals; final project reports; similar documents as may be required by the Sponsor and funding agencies or others with authority over the Project. 2.2.9. Shop Drawings. ENGINEER shall review and accept (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. Such reviews or other action shall not extend to means, methods, McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 8 techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 2.2.10. At the request of and in company with OWNER at the completion of the Warranty Period, visit the Project to observe any apparent defects in the completed construction, assist OWNER in consultations and discussions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defective work 2.2.11. Other construction related services as may be required. 2.3 OTHER ADDITIONAL SERVICES 2.3.1. Provi ding renderings or models for OWNER'S use to include three dimensional computer animation or video demonstrations. 2.3.2. Subconsultant Services: Furnishing services of independent professional associates and consultants in support of Basic Services Sections 1.1 through 1.7 (which include, but are not limited to: geotechnical, aerial mapping, structural, mechanical and electrical engineering and architectural design incidental thereto); and providing data or services of the types described in paragraph 3.4 when OW NER employs ENGINEER to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.4. 2.3.3. Services during out -of-town travel required of ENGINEER other than visits to the site or the OWNER'S office. 2.3.4. Surveys: Providing any type of property surveys or related engineering services needed for the transfer of interests in real property; performance of field surveys or aerial mapping for design purposes; construction surveys and staking which enables Contractor(s) to proceed with project work; and providing other special field surveys as required by the OWNER. 2.3.5. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project in which the ENGINEER is not a party. 2.3.6. Additional services in connection with the Project, including services which are to be furnished by OWNER in accordance with Section 3, and services not otherwise provided for in this Agreement. SECTION 3 OWNER'S RESPONSIBILITIES OWNER shall do or provide the following in a timely manner so as not to delay the services of ENGINEER: 3.1 OWNER'S REPRESENTATIVE Designate in writing a person and/or office to act as OWNER'S representative with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to ENGINEER'S services for the Project. 3.2 OWNER'S PROJECT REQUIREMENTS Provide as requested by the ENGINEER, all criteria and full information as to OWNER'S requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 3.3 AVAILABLE PROJECT INFORMATION Assist ENGINEER by placing at ENGINEER'S disposal all available information pertinent to the Project inc luding previous reports and any other data relative to design or construction of the Project. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 9 3.4 OWNER FURNISHED INFORMATION Furnish to ENGINEER, as required for performance of ENGINEER'S Basic Services (except to the extent provided otherwise in Exhibit A), the following: · Geotechnical and soils evaluation data previously prepared by others; · Environmental assessment and impact statements previously prepared by others; · Property, boundary, easement, right -of-way, topographic and utility surveys previously prepared by others; · Property descriptions previously prepared by others; · Zoning, deed and other land use restriction; · Master Plan documents, and design or as -built information relating to prior work accomplished at the airport by others, including electronic fi les of drawings; · Other special data or consultations not covered in Section 2; all of which ENGINEER may use and rely upon in performing services under this Agreement. 3.5 SITE ACCESS Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 3.6 PRODUCT REVIEW Examine all studies, reports, sketches, Drawings, Specifications, Contract Document and forms proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.7 OWNER ACQUIRED AP PROVALS AND PERMITS Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and also such approvals and consents from others as may be necessary for the ENGINEER to perform services required of the ENGINEER in performance of this contract. 3.8 OTHER OWNER PROVIDED SERVICES Provide such accounting, independent cost estimating, and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing services as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction cont ract, or as may be required by others such as grant or funding agencies, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 3.9 WRITTEN NOTIFICATION TO ENGINEER If OWNER designates a person to represent OWNER at the site who is not ENGINEER or ENGINEER'S agent or employee, the duties, responsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of ENGINEER and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and make a part of this Agreement before such services begin. 3.10 COST OF OWNER RESPONSIBILITIES Furnish to ENGINEER documentation of actual costs or estimated figures as to OWNER'S costs for services provided by others for OWNER (such as services pursuant to paragraphs 3.7 through 3.9, McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 10 inclusive and other costs of the types referred to in paragraph 1.2.8) and administration costs directly related to the Project. 3.11 PROJECT MEETING PARTICIPATION Attend the pre-design conference, pre-bid conference, bid opening, preconstruction conference, construction progress and other job related meetings and Substantial Completion inspections and Final Completion or payment inspections. 3.12 NOTIFICATION TO ENGINEER Give prompt notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER'S services, or any defect or non- conformance in the work of any Contractor. 3.13 PROJECT SAFETY OFFICER Designate a Project Safety Officer to act as the OWNER'S Representative in matters relating to Operational Safety during the course of Project construction. 3.14 OWNER'S COST OBLIGATION Bear all costs incident to compliance with the requirements of this Section 3. SECTION 4 PERIODS OF SERVICE 4.1 PROGRESS OF WORK The provisions of this Section 4 and the various methods of cost calculations presented in Section 5 of the Agreement and the compensation for ENGINEER'S services provided for in Exhibit A of this Agreement have been agreed to in anticipation of the orderly and continuous progress of the project as provided in the schedule provided in Exhibit A. ENGI NEER'S obligation to render services hereunder will extend for a period which may reasonably be required for the preparation of design documents; bid and award of contracts; construction and initial operation; and closeout of the Project, including extra work and required extensions thereto. If in Section 4 of Exhibit A specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such dates are exceeded through no fault of ENGINEER, all rates, measures and amounts of compensation provided herein shall be subject to equitable adjustment. 4.2 PROJECT CLOSEOUT PHASE SERVICES Phase 7.0 services will commence during the Construction Phase and will terminate upon submittal and acceptance of the Final ENGINEER's Report and Record Drawings for the Project by the FAA and the OWNER. 4.3 CHANGE IN WORK SCOPE If OWNER has requested significant modifications or changes in the general scope, extent or character of the Project or if delays result from eve nts beyond the ENGINEER’S ability to control, the time of performance and associated fees for ENGINEER'S services shall be adjusted equitably. 4.4 AUTHORIZATION TO PROCEED If OWNER fails to give prompt written authorization to proceed, ENGINEER may, after givi ng ten days' written notice to OWNER, suspend services under this Agreement. 4.5 SCHEDULE A schedule of significant milestones for prosecution of the Project work is included in Exhibit A. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 11 SECTION 5 PAYMENTS TO ENGINEER 5.1 SCOPE OF SERVICES AND FEES "Project Description" and "Scope of Services" for each phase of professional services pertaining to this Agreement are as described in Exhibit A, attached hereto and included herein as though set out at length herein. 5.2 FEE BASIS DEFINITIONS 5.2.1 Lump Sum Basis Fees : Lump Sum Basis Fees are generally used when man-hours and personnel categories necessary to complete a particular work item can be estimated by the ENGINEER on a reasonably reliable basis. Lump Sum Basis Fees refer to fees that are pre-agreed upon "Fixed" amounts that normally will not vary and are not based upon actual personnel man- hours and hourly billing rates accrued in performance of the work. All work items accomplished on a Lump Sum Basis Fee include an estimate, or budget allowance for reimbursement of ENGINEER'S expenses, as defined below under "Reimbursable Expenses" and Subconsultant fees as described in paragraph 5.2.3. Lump Sum Basis Fees are subject to adjustment by amendment upon the agreement of the OWNER. 5.2.2 Prevailing Rates Basis Fees : Prevailing Rates Basis Fees are generally used when the man-hours and personnel categories that are needed to complete a particular work item cannot be predetermined reliably. Such activities are generally outside the direct control of the ENGINEER. Prevailing Rates Basis Fees refer to fees that are computed based upon actual man-hours worked and applicable prevailing hourly rates for all of ENGINEER'S personnel when they are engaged directly on a Prevailing Rates Basis Fee work item. All Prevailing Rate Basis Fees are "es timated" in this Agreement and can be anticipated to vary, either upward or downward, once a work item has been completed and the actual man-hours and personnel categories necessary to complete the work item are known. The principals and personnel of ENGINEER and their current prevailing hourly rates are as set forth in Exhibit C: Functional Fee Schedule, Professional Services, (Engineer’s Fee Schedule) attached hereto and included herein, as though set out at length herein. Engineer’s Fee Schedule is subject to annual adjustment to reflect inflation, changed personnel, or other similar factors. Adjustments to Engineer’s Fee Schedule are subject to OWNER'S review and written approval prior to said adjustments becoming applicable to the work described herein. OWNER agrees to not unreasonably withhold such written approval. The Engineer’s Fee Schedule that is in effect at the time of contract preparation, unless otherwise amended, shall be applicable for defining Prevailing Rates used in computing Prevailing Rates Basis Fees. All work items accomplished on a “Prevailing Rates Fee Basis” are subject to reimbursement of ENGINEER'S actual expenses, as defined below under "Reimbursable Expenses" and actual independent consultant fees as described in paragraph 5.2.3. 5.2.3 Independent Professional Associates and Consultants Basis Fees : This Fee Basis will be used when it is necessary for ENGINEER to retain outside independent professional associates or consultants experienced in a particular specialized field of expertise in order for a work item to be completed or as may be required to fulfill Federal requirements for participation by Disadvantaged Business Enterprises (DBE). Specialized fields of expertise include, but are not limited to, soils and pavement testing laboratory services and test boring and test pit excavation services; surveying; electrical system analysis and component design; and related services. Independent professional associates and consultant fees are estimated and may vary once a work item has been completed and the actual fees associated with such McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 12 outside services are known. When it can be predetermined that services of independent professional associates and consultants will be necessary for completion of a work item, an "estimate" for such services is provided in the Scope of Work and Fee Schedule. For billing purposes, the actual cost of such outside services may be increased by the ENGINEER up to five (5%) percent to compensate ENGINEER for the additional time and effort involved with the administration, coordination, and billing associated with these services. Lump sum basis fees include a budget allowance in the proposed fee for independent consultant fees. 5.2.4 Reimbursable Expenses : Reimbursable Expenses refers to the actual expenses incurred by ENGINEER or ENGINEER'S independent professional associates and consultants, engaged directly or indirectly in connection with a work item, regardless of which Fee Basis is applicable. Examples of expenses that are eligible for reimbursement include, but are not limited to: air transportation, lodging, meals or subsistence for ENGINEER'S personnel; automobile mileage, rental or lease costs; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls, and cellular telephone charges; fax transmissions; reproduction of reports, drawings, specifications, bidding documents; shipping and delivery costs; disposable survey stakes and supplies, computer and electronic survey equipment usage fees and similar project related expense items. ENGINEER has established standard rates for some reimbursable expense items such as in-office reproduction costs and vehicle mileage. Where standard reimbursable expense rates apply, they are as indicted in Exhibit C, attached hereto and included herein as though set out at length herein. Reimbursable expenses are in addition to other fees established pursuant to paragraph 5.2.1 and 5.2.2 above. For lump sum fee basis agreements a budget allowance is included in the proposed fee. 5.2.5 Basis of Cost: Exhibit D: Fee Basis Analysis to this Agreement presents a detailed analysis of ENGINEER’S work effort and cost, independent consultant costs, and reimbursable expenses. This evaluation identifies the anticipated project scope and estimat ed man-hours of work and other costs required to complete individual work tasks. Cost estimates are based on the work scope as the ENGINEER understands it to be and as agreed to by the OWNER and the ENGINEER at the time of preparation of this Agreement. NOTE: It is understood and agreed by the OWNER that the work scope may change during the course of the Project and that unusual or unforeseen circumstances may arise which result in an increase in manpower requirements and hence the cost of professional services. Exhibit A further describes fee adjustment procedures. 5.3 TIMES OF STATEMENTS ENGINEER shall submit monthly statements for Services rendered and for Reimbursable Expenses incurred. The statements will be based upon ENGINEER'S estimate of the proportion of the total services actually completed at the time of billing for Lump Sum Basis Fee Services; and for actual man-hours incurred and resultant fees computed based on the ENGINEER's Fee Schedule for Prevailing Rates Basis Fee Services. For prevailing rates fee basis agreements, Professional Associates and Consultants Fees will be charged based on invoiced costs from the provider of services. Reimbursable expenses shall be identified separately in addition to the preceding costs. OWNER shall make prompt monthly payments in response to ENGINEER'S monthly statements. Conditions of payment are further described in Section 8.2 of the Special Provisions to this Agreement. 5.4 PAST DUE STATEMENTS If OWNER fails to make any payment due ENGINEER for services rendered and for Reimbursable Expenses within thirty days after receipt of ENGINEER'S statement therefor, the amounts due McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 13 ENGINEER will be increased at the maximum rate allowed by Idaho law per month from said thirtieth day, and in addition, ENGINEER may aft er giving ten (10) days written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due. 5.5 TERMINATION RELATED FEES AND EXPENSES In the event of termination by OWNER under paragraph 7.1 during or after the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall be immediately due and payable. In the event of termination by OWNER during any phase of the Basic Services, ENGINEER will be paid for services rendered based upon ENGINEER'S documentation of the cost of the total services actually completed for that phase to the effective date of termination. ENGINEER shall also be reimbursed for the charges of independent professional associates and consultants employed by ENGINEER, for all charges for Additional Services, and for all Reimbursable Expenses. 5.6 ENGINEER'S ACCOUNTING RECORDS Accounting records pertaining to ENGINEER'S Statement pursuant to this Agreement will be kept by ENGINEER in accordance with generally accepted accounting practices. Copies will be made available to OWNER on a “Prevailing Rates” and “Reimbursable Expenses" fee basis, upon OWNER'S written request. ENGINEER'S accounting records, pertaining to Statements, are generally available for a period of three (3) years following project completion. SECTION 6 CONSTRUCTION COST AND OPINIONS OF COST 6.1 CONSTRUCTION COST The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER'S compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to properties, nor will it include OWNER'S legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs 3.7 through 3.11, inclusive. [Construction Cost i s one of the items comprising Opinion of Probable Project Costs which is defined in Paragraph 1.2.8] 6.2 OPINIONS OF COST 6.2.1 Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s) methods of determining prices, or over competitive bidding or market conditions, ENGINEER'S opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER'S experience and qualifications and represent ENGINEER'S best judgement as an experienced and qualified professional ENGINEER, familiar with the construction industry; but ENGINEER cannot and does not guarantee that proposals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.8. 6.2.2 If a Construc tion Cost limit is established by written agreement between OWNER and ENGINEER and specifically set forth in this Agreement as a condition thereto, the following will apply: 6.2.2.1 The acceptance by OWNER at any time during the Basic Services of a revised opinion of probable Total Project or Construction Costs in excess of the then established cost limit will constitute a corresponding revision in the Construction Cost Limit to the extent indicated in such revised opinion. 6.2.2.2 Any Construction Cost limit so established will include a contingency of ten (10%) percent unless another amount is agreed upon in writing. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 14 6.2.2.3 ENGINEER will be permitted to determine what types of materials, equipment and component systems are to be included in the Drawings and Specifications and to make reasonable adjustments in the general scope, extent and character of the Project to bring it within the cost limit. 6.2.2.4 If the Bidding Phase has not commenced within six (6) months after completion of the Final Design Phase, the established Construction Cost limit will not be binding on ENGINEER, and OWNER shall consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction industry between the date of completion of the Final Design Phase and the date on which proposals or bids are sought. 6.2.2.5 If the lowest bona fide proposal or bid exceeds the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising the Project's general scope, extent or character to the extent consistent with the Project's requirements and with sound engineering practices. In the case of (2) or (3), ENGINEER shall conduct negotiations with the bidder(s) as directed by the OWNER and/or modify the Contract Documents as necessary to prepare revised Bid Documents and conduct a new Bid process or to bring the Construction Cost within the cost limit through changes in Project requirements. In lieu of other compensation for services in making such modifications, OWNER shall pay ENGINEER as Additional Services, ENGINEER'S fees for such services, on a Prevailing Rates Fee basis plus Reimbursable Expenses. The providing of such service will be the limit of ENGINEER'S responsibility in this regard and, having done so, ENGINEER shall be entitled to payment for services in accordance with this Agreement and will not otherwise be liable for damages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost. SECTION 7 GENERAL CONSIDERATION 7.1 TERMINATION 7.1.1. The obligation to provide further services under this Agreement may be terminated by either party upon thirty (30) day's written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 7.1.2. In the event of termination, payment to the ENGINEER as provided for in Section 5, Paragraph 5.5 shall be due and payable. 7.2 REUSE OF DOCUMENTS All documents including Drawings, Specifications and Electronic files prepared or furnished by ENGINEER (and ENGINEER'S independent professional associates and consultant) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of this Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER'S sole risk and without liability or legal exposure to ENGINEER or ENGINEER'S independent professional associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER'S independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. Notwithstanding the foregoing, it is the McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 15 parties' intent that OWNER may use these drawings as a reference for future projects without incurring any liability to ENGINEER other than for additional compensation at the rates as agreed above for verification or adaptation of the document. 7.3 INSURANCE 7.3.1 ENGINEER shall acquire and maintain statutory workmen’s compensation insurance coverage, employer’s liability and comprehensive general liability insurance coverage with a combined single limit for property damage and liability of One Million ($1,000,000.00) Dollars. The ENGINEER shall acquire and maintain Professional Liability Insurance in the amount of One Million ($1,000,000.00) Dollars. 7.4 CONTROLLING LAW This Agreement is to be governed by the law of the State of Idaho. 7.5 SUCCESSORS AND ASSIGNS 7.5.1 OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by Paragraph 7.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.5.2 Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, but without limitation, monies that may become due or monies that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.5.3 Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. SECTION 8 SPECIAL PROVISIONS 8.1 AUTHORIZATION TO PROCEED Notwithstanding any other provisions of this Agreement to the Contrary, upon the execution of this Agreement by OWNER and ENGI NEER, OWNER hereby authorizes ENGINEER to proceed to completion with all services as set forth in this Agreement and as further described in Exhibit A, attached hereto and included herein as though set out at length herein, except for those services set forth in said Exhibit A which specifically indicate a requirement for future authorization by OWNER prior to ENGINEER proceeding with those services. 8.2 LIMITATION OF LIABILITY The OWNER recognizes that the ENGINEER'S fees include allowance for funding a variet y of risks which affect the ENGINEER by virtue of agreeing to perform services on the OWNER'S behalf. One of these risks stems from the ENGINEER'S potential for human error. In order for the OWNER to obtain the benefits of a fee which includes a lesser allowance for risk funding, the OWNER agrees to limit the ENGINEER'S liability to the OWNER arising from the ENGINEER'S professional acts, errors or omissions, such that the total aggregate liability of the ENGINEER to all those named shall not exceed One Million Dollars ($1,000,000) or the ENGINEER'S Total Fee for the services McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 16 rendered on the project, whichever is greater. In the event the project described herein involves several unrelated aspects of work, the Total Fee shall be defined as the fee associat ed with the affected aspect of work only. The foregoing limitation of liability is subject to Article 8, Section 4 of the Idaho Constitution and its constraints regarding limitation of liability. 8.3 LITIGATION/ARBITRATION COSTS Should litigation or arbitration occur between the two parties relating to any provision of this Agreement all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorney fees incurred by the prevailing party shall be paid to the prevailing party by the non-prevailing party, including on appeal. 8.4 CERTIFICATION OF ENGINEER The OWNER and ENGINEER hereby certify that the ENGINEER has not been required, directly or indirectly, as an express or implied condition in connection with the obtaining and carrying out of this contract, to: 8.4.1 Employ or retain, or agree to employ or retain, any firm or persons; 8.4.2 Pay, or agree to pay, to any firm, person or organization, any fee, contribution, donation or consideration of any kind. 8.5 RESERVATIONS AND COMPLIANCE 8.5.1 ENGINEER res erves the right to obtain the services of other consulting engineers experienced in elements of the work to prepare and execute services which are related to the project. 8.5.2 OWNER or any duly authorized representatives shall have access to any books, document s, papers, and all other records which directly pertain to this project for the purpose of audits, examination and making excerpts, and transcriptions thereof. 8.6 REQUIRED FEDERAL PROVISIONS 8.6.1 CIVIL RIGHTS ACT OF 1964, TITLE VI - CONTRACTOR CONTRACTUAL REQUIREMENTS - 49 CFR PART During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this cont ract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 17 accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the contractor under the contract until the contractor complies, and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 8.6.2 AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 GENERAL CIVIL RIGHTS PROVISIONS – TITLE 49 U.S.C. 47123 The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 8.6.3 DISADVANTAGED BUSINESS ENTERPRISES - 49 CFR PART 26 Contract Assurance (§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 c arry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT 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. 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 Owner. 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 McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 18 frame may occur only for good cause following written approval of the Owner. This clause applies to both DBE and non-DBE subcontractors. 8.6.4 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES - 49 CFR PART 20 (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, 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 connec tion with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid 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 any Federal grant, the contractor shall complete and submit Standard Form-LLL, “Disclosure of Lobby Activities,” in accordance with its instructions. 8.6.5 ACCESS TO RECORDS AND REPORTS - 49 CFR PART 18.36 The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, 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 the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor 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. 8.6.6 BREACH OF CONTRACT TERMS - 49 CFR PART 18.36 Any violation or breach of terms of this contract on the part of the contractor or their subcontractors 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. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 8.6.7 RIGHTS TO INVENTIONS - 49 CFR PART 18.36 All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. 8.6.8 TRADE RESTRICTION CLAUSE - 49 CFR PART 30 The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or i s owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign count ry on said list. Unless the restrictions on this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 19 Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the c ertification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. 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 this 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. 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, United States Code, Section 1001. 8.6.9 TERMINATION OF CONTRACT - 49 CFR PART 18.36 a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is det ermined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. McCall Municipal Airport Improvements AIP 3 -16-0023-020 Professional Services Agreement February 8, 2011 Page 20 8.6.10 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION - 49 CFR PART 29 The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal. McCall Municipal Airport Improvements AIP 3-16-0023-019 Professional Services Agreement January 19, 2010 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the date first above written. CLIENT: CITY-OFALL, .IDAHO BY: ((__<>,6) • I TITLE: f—K,a� DATE: 7 2 e STATE OF IDAHO ) )s. County of Valley ) On this day of %t {r( it, 2011 before me, a Notary Public in and Dr. for said State, personally appeared Dc, ( I ( ' eq known or identified to me to be the person whose name is subscribed on the within instruent, and acknowledged to me that he executed the same. Wherefore, I have set my hand and affixed my official seal the day and year first above written. (//l'it/ Notary Pufl'ic for Idaho Residing at 410 (1/1 1.1 My Commission Expires: 61 This page intentionally left blank. McCall Municipal Airport Improvements AIP 3-16-0023-019 Professional Services Agreement January 19, 2010 ENGINEER: T-O ENGINEERS INC. BY: Dav d A. itchel TITLE: DATE: Vice President STATE OF IDAHO )s. County of Ada On this day of ;- . . , 2011, before me, a Notary Public in and for said State, personally appeared David A. Mitchell, Vice President, known or identified to me to be the person whose name is subscribed on the within instrument, and acknowledged to me that he executed the same. Wherefore, I have set my hand and affixed my official seal the day and year first above written. ,Notary Public for Idaho Residing at 1'1,, ';' �`�v� � - , Idaho My Commission Expires: li7/;'e/�‘) j 3 Qo.0000000000 00 o°0000�S ST E CND °OOo OT& 0 0 �_s Lic o °°°�`F�o °O000000°oo 0 o°° ° °°00O F IS)°o°°�o 000o0o0an0n°n This page intentionally left blank. EXHIBIT A DESCRIPTION OF PROJECT AND SCOPE OF ENGINEER’S PROFESSIONAL SERVICES This page intentionally left blank. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-1 EXHIBIT A DESCRIPTION OF PROJECT AND SCOPE OF ENGINEER’S PROFESSIONAL SERVICES FOR McCALL MUNICIPAL AIRPORT IMPROVEMENTS, FY ‘11 AIP 3 -16-0023-020 PROJECT DESCRIPTION Proposed project work includes the following generally described physical improvements to Airport Facilities: 1. Construct Snow Removal Equipment (SRE) Building. The general location of these improvements is shown on the attached data sheet. This project will be funded with assistance from the Federal Aviation Administration (FAA) Airport Improvement Program (AIP) FY ’11. The Sponsor and Idaho Division of Aeronautics will provide additional funding. The FAA will provide project oversight under FAA Project Number AIP 3-16-0023-020. The total project construction cost is anticipated to be in the range of $250,000 to $350,000. Professional services to be provided are anticipated to include preliminary planning, coordination with the Architect, grant administration and limited coordination with the Owner and FAA during the project. DESCRIPTION OF PROJECT IMPROVEMENTS: Construct SRE Building: This project involves construction of a new Snow Removal Equipment (SRE) storage building on the North Apron adjacent to the existing Airport Manager’s office. The building is required for the storage of several pieces of snow removal equipment that are currently parked outside. Inside storage will provide a heated space for maintenance and equipment drying between snow removal operations. This will prolong the life of the equipment and will allow for faster response times during snowfall events. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-2 SCOPE OF SERVICES More specifically, professional services required to accomplish the Project are anticipated to include the following activities. PHASE 1 - GENERAL ADMINISTRATION During the course of the Project the following general administrative services shall be provided. 1.1 Coordinate with OWNER to evaluate scope, budget and approach to project. Assist in Project scope review and formulation. Prepare a Scope of Professional Services narrative. Provide a “draft” scope for review by the OWNER. Discuss review comments with the OWNER and revise “draft” scope accordingly. 1.2 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. 1.3 Include a detailed cost proposal based on estimates of professional service man hours, hourly rates and lump sum costs required to accomplish the design development and construction administration of the work; identify associated subconsultant costs for specialty consultant participation; and provide estimated reimbursable expenses. 1.4 Advise and coordinate with OWNER regarding compliance documentation, FAA procedural requirements and general guidance through the Phase 1 tasks. Coordination with FAA during Phase 1. 1.5 Project management and administration to include monthly cost accounting and budget analysis, invoicing and monitoring of project progress. 1.6 Travel time for ENGINEER personnel during Phase 1. PHASE 2 - PLANNING AND FORMULATION Planning and Formulation Phase Services shall include: 2.1 Prepare for and meet with FAA representatives to conduct the required Pre-Design Conference. This meeting will cover required topics as well as discussion of the approach to the project, environmental study requirements, justification for improvements; funding and eligibility; grant application(s) requirements and timing, and project schedule. This meeting will be held in McCall, Idaho with ENGINEER, FAA and OWNER representatives participating. 2.2 Prepare FAA forms 7460-1 to reflect all project work. 2.3 Travel time for ENGINEER personnel during Phase 2. PHASE 3 – PRELIMINARY DESIGN Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-3 3.1 Prepare a construction sequence and safety plan for evaluation by the OWNER, and FAA. 3.2 Prepare an Airport Safety Plan document for review by the OWNER and FAA. FAA requires a stand-alone Airport Safety Plan document that includes the construction sequence and safety plan drawing as well as selected safety related informa tion excerpts from the project specifications. 3.3 Review preliminary design plans produced by CSHQA. Discuss review comments with OWNER. Coordinate design issues with OWNER and FAA. 3.4 Coordinate design issues with the OWNER and FAA, to include telephone calls, letters and other communication. 3.5 Travel time for ENGINEER personnel during Phase 3. PHASE 4 – FINAL DESIGN The Final Design phase shall include the preparation of detailed construction specifications and required design report. Final Design Services shall include the following work tasks: 4.1 Prepare construction specifications based on FAA AC 150/5370-10C “Standards for Specifying Construction on Airports” including regional Notices published by the FAA Seattle Airports District Office. It is anticipated that CSHQA will provide technical specifications related to the SRE building for incorporation into a specification document that meets FAA requirements. 4.2 Prepare the Engineer’s Design Report in conformance with FAA guidelines, to include FAA plan and specification review checklists. 4.3 Review final design drawings and associated documents produced by CSHQA. Comment to OWNER regarding review. It is anticipated that one review meeting in McCall will be required. 4.4 Respond to FAA design review comments. Incorporate FAA and OWNER comments into the final design drawings and associated contract documents and submit revisions for approval. 4.5 Coordinate design issues with the OWNER and FAA, to include telephone calls, letters and other communication. 4.6 Travel time for ENGINEER personnel related Phase 4. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-4 PART B – BIDDING AND CONSTRUCTION (PHASES 5, 6 AND 7) PHASE 5 – BIDDING Assist the OWNER in the competitive sealed bid and contractor selection process. Prepare and process contract award and construction agreement documents for the OWNER. Bidding phase services shall include the following tasks: 5.1 Assist the OWNER with review and analysis of bids received and bidder responsiveness. Provide Engineer’s letter of Recommendation of Award to OWNER. Assist OWNER with Request for Concurrence in Award from FAA. 5.2 Prepare and distribute Notice of Award, Construction Agreement and other contract documents. Review Construction Agreement, bonds and insurance documents submitted by Contractor, and assist OWNER and Contractor in processing documents for the project. 5.3 Coordinate with FAA throughout the bid and award process. Submit bid documentation including copies of all executed contract documents as required by the FAA. 5.4 Travel time for ENGINEER personnel associated with tasks listed in Phase 5. PHASE 6 - CONSTRUCTION Phase 6 services are not required at this time. If OWNER authorizes construction services they may be added on a time and materials basis. PHASE 7 - OPERATIONAL The Operational Phase shall consist of project closeout and documentation services. Operational phase services shall include the following tasks: 7.1 Document the Project work and accomplishments in a Final Construction Report in accordance with FAA guidelines. 7.2 Deleted by OWNER. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-5 SECTION 2 – ADDITIONAL SERVICES (PHASE 8) ENGINEER shall provide the following services as “Additional Services” to basic services required under Phases 1 through 7. OWNER acknowledges the need for other Additional Services beyond those described herein may arise during the project. Consultant shall provide other Additional Services when requested: 8.1 AIP Grant Administration Related Services: 8.1.1 Prepare a Grant Application for submittal to FAA prior to project design. Assist Sponsor in coordination of Grant Application submittal and process. 8.1.2 Coordination and communications with OWNER and FAA relating to grant fund availability and scheduling. 8.1.3 Assist the OWNER in preparation and processing of required sponsor certifications for submittal to FAA. 8.2 Deleted by OWNER. 8.3 Provide the following services related to Federal Disadvantaged Business Enterprise requirements (DBE). 8.4.1 Contact FAA to obtain most recent revisions to Federal DBE Program requirements. Research and advise the Owner as to program requirements and the Owners responsibilities as a grantee. Prepare a DBE program acceptable to the Owner and FAA following the FY 2004 requirements of the Federal DBE program. Review contract documents and special provisions for compliance with FY 2011 Federal and FAA requirements. Develop methodology for establishing contract DBE goals. Note: Not included in this Scope of Work are services relating to significant revisions or updates to the DBE program. 8.4.2 Evaluate contract work scope for DBE subcontract opportunities (both professional and contractor). Develop project specific goals, prepare required FAA justification and obtain FAA approval. 8.4.3 Review Contractor provided data, prepare and submit required statements for DBE participation a ctually achieved in the work as part of the final construction report. 8.4.4 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. 8.4 Subconsultant Coordination. Administer subconsultant contracts and coordinate delivery of work products. It is anticipated that subconsultant services will be required for architectural design of the SRE building. 8.5.1 Architectural Design services to be provided as outlined in Exhibit E, Tasks 1 through 4, attached. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-6 TABLE 8-1 SUMMARY OF ANTICIPATED OR IDENTIFIED ADDITIONAL SERVICES – SECTION 2 The following Table summarizes the anticipated work associated with items covered under the general descriptions of tasks, Contract Sections 2.1, 2.2, and 2.3. Contract Section 2.0 CONTRACT STATUS THIS PROJECT Additional Service Effort Anticipated Estimate Included In Additional Item In This Work Scope M-Hr/Cost Proposal Comments Yes No Yes No 2.1.1 X X 2.1.2 X X (1) 2.1.3 X X 2.1.4 X X (2) 2.1.5 X X 2.1.6 X X 2.1.7 X X (3) 2.1.8 X X 2.2.1 X X (4) 2.2.2 X X 2.2.3 X X 2.2.4 X X 2.2.5 X X 2.2.6 X X 2.2.7 X X 2.2.8 X X (5) 2.2.9 X X (6) 2.2.10 X X 2.2.11 X X (7) 2.3.1 X X 2.3.2 X X 2.3.3 X X 2.3.4 X X (8) 2.3.5 X X 2.3.6 X X (1) At the time of negotiation, preparation of an FAA Environmental Checklist or other environmental coordination is not required. (2) Not a predictable event at the time this contract is negotiated. (3) Budget allowance included in fee proposal for DBE program, goals, and coordination. (4) No budget allowance provided for services related to this task as construction services are excluded. (5) Includes preparation of FAA required documents only. Cost included in Phase 6 and 7 services as noted. (6) No budget allowance provided for services related to this task as construction services are excluded. (7) Not a predictable event at the time this contract is negotiated. (8) No budget allowance provided for services related to this task as construction services are excluded. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-7 TABLE 8-2 EXCLUDED ADDITIONAL SERVICE TASKS Items that may arise during the implementation of the project design and construction that ARE NOT included in the Scope of Services and resultant man-hour cost proposal include the following: 1. Services relating to significant revisions or updates to the DBE program. 2. Services relating to design and construction of Non-AIP eligible work. 3. Services relating to presentations or reporting to McCall City Council. 4. Services relating to completion of the FAA Northwest Mountain Region, Airports Division Environmental Checklist. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-8 SECTION 3 – OWNER’S RESPONSIBILITIES OWNER shall assume the following responsibilities and provide the following support to Engineer. 3.1 OWNER's Designated Representative The OWNER 's designated representative shall be John Anderson, Airport Manager, who with assistance from other members of the City staff, shall process Interim contractor Pay Requests, Requests for Reimbursements, contract 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 the City of McCall for the purpose of document processing, authorization of changes and project updates. 3.2 OWNER's Requirements 3.2.1 The Designated Representative shall a dvise 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 input as appropriate during planning and design development. 3.2.2 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. 3.2.3 Designate an individual to serve as the OWNER's DBE Compliance and Labor and Wage Administrator. 3.2.4 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 bidder(s). OWNER shall also make all decisions relating to determinations of a Bidders “Good Faith Efforts: in complying with DBE construction goals. 3.3. On-Site OWNER Representation 3.3.1. 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. 3.3.2. 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: 3.3.2.1. Conduct of Operations: The OWNER shall designate an individual knowledgeable in the standards and procedures for conduct of Airport Operations to act as the OWNER’s representative on matters relating to the actions of the Contractor, Engineer, Utility Companies, Airport Users and others, who may 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 designated as the “Airport Safety Officer” and shall work under the supervision of the Designated Representative. The Airport Safety Officer’s responsibilities shall in no way supersede, limit or Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-9 remove the responsibility of the Contractor for conduct of operations as are typically set forth in the General Conditions of the Construction Contract. 3.3.2.2. The OWNER agrees to provide personnel to assist with 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. 3.3.3. 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. 3.3.4. Review progress documents or alternatives information and respond to Engineer in a timely manner when additional direction is required. 3.3.5. 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. Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-10 SECTION 4 - PROJECT SCHEDULE The following dates summarize the target completion of significant Project tasks. ACTIVITY APPROXIMATE COMPLETION Pre-Design Conference with FAA August 31, 2010 Grant Application Submittal January, 2011 Scope of Work Narrative February, 2011 Final Professional Services Agreement to Owner February, 2011 Final Design Completion April, 2011 Advertise Project April - May, 2011 Bid Opening May, 2011 Execute Grant Offer May, 2011 Award Project June, 2011 Pre-Construction Conference July, 2011 Construction July – Sept., 2011 Final Acceptance September 2011 Project Closeout November 2011 Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-11 SECTION 5 - FEES FOR SERVICES AND BASIS FOR REIMBURSEMENT 5.1 Basis of Fees: 5.1.1 Basic Services provided under Section 1, Parts A and B of Exhibit A. 5.1.1.1 Planning and design services provided under Section 1, Part A (Phases 1, 2, 3 and 4) shall be performed on a "Lump Sum Fee Basis". 5.1.1.2 Bidding and Construction services provided under Section 1, Part B (Phases 5, 6, and 7) 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 Paragraph 5.2.2 below. 5.1.4 Fees for services provided under 2.3 Other Additional Services, Item 2.3.7 shall be performed on a "Prevailing Rates Basis" unless otherwise agreed to in discussion of the Scope of Services for the work task. Prevailing rates shall be as identified in Exhibit C to this Agreement. 5.2 Fees for Services. The Fees established below are supported 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, Part A (Phases 1, 2, 3, and 4). LUMP SUM = $ 11,245.00 5.2.1.2 Estimated fee for services provided under Contract Section 1, Part B (Phases 5, 6, and 7) and Contract Section 2, (Phase 8). ESTIMATED PREVAILING RATES BASIS FEE = $5,885.00 5.2.2 Subconsultant Fees 5.2.2.1 Fee for Subconsultant services provided under Contract Section 1, Part A (Phases 1, 2, 3, and 4). ESTIMATED FEE = $ 23,399.00 5.2.2.2 Estimated fee for Subconsultant services provided under Contract Section 1, Part B (Phases 5, 6, and 7) and Contract Section 2, (Phase 8). ESTIMATED FEE = $ 0.00 5.2.3 Reimb ursable Expenses: 5.2.3.1 Contract Section 1, Part A (Phases 1, 2, 3, and 4). ESTIMATED AMOUNT = $ 0.00 5.2.3.2 Contract Section 1, Part B and Section 2 (Phases 5, 6, 7 and 8). ESTIMATED AMOUNT = $ 900.00 Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Descripti on of Project and Scope of Engineer’s Professional Services February 8, 2011 PAGE B-12 5.2.4 Fee Summary: Section 1 & 2 ESTIMATED TOTAL = $ 41,429.00 (5.2.1. + 5.2.2. + 5.2.3.) 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 accomplish 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 approval 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. 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 Administration, Planning and Study, Preliminary Design, and Final Design (Phases 1 through 4); or if, Bidding, Construction, Operational phases (Phases 5 through 7); or if total estimated Additional 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. EXHIBIT B DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE This page intentionally left blank. Professional Services Agreement McCall Municipal Airport Improvements Exhibit B: Resident Project Representative December 15, 2009 PAGE B-1 EXHIBIT B TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES: A LISTING OF THE DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE Services of a Resident Project Representative are not included in this Agreement . If OWNER authorizes the services of a Resident Project Representative they may be added by Amendment to this Agreement . This page intentionally left blank. EXHIBIT C ENGINEER’S PREVAILING FUNCTIONAL FEE SCHEDULE This page intentionally left blank. I.PERSONNEL Principal /Senior Engineer $120.00 - $170.00 /hour Project Manager $100.00 - $140.00 /hour Engineer $70.00 - $110.00 /hour Airport Planner $60.00 - $120.00 /hour Construction Manager $65.00 - $100.00 /hour Landscape Architect $65.00 - $125.00 /hour Inspector $50.00 - $80.00 /hour Engineer-In-Training $60.00 - $85.00 /hour Information Technology $40.00 - $85.00 /hour Technician $40.00 - $80.00 /hour Administrative & Clerical $30.00 - $55.00 /hour II.SURVEYING Survey Manager $75.00 - $115.00 /hour Surveyor $60.00 - $100.00 /hour Survey Technician $45.00 - $70.00 /hour III.COMPUTER HARDWARE & SOFTWARE Total Station, Laser Level $10.00 /hour Drill and Generator $80.00 /day GPS, Robotics $55.00 /hour RTIdaho Research $50.00 /hour CADD, Coordinate Geometry, Hydrology and Other Technical Uses $5.00 /hour IV.IN-HOUSE REPRODUCTION Blueline Printing $2.00 /sheet Xerox Copies (8-12x11 inch),$0.10 /page Xerox Copies (8-12x14-inch),$0.15 /page Outside Reproduction Actual Cost + 10% V.VEHICLE MILEAGE Fleet Vehicle 0.55 /mile Survey Vehicle 0.65 /mile ATV Vehicle 5.00 /hour VI.OTHER DIRECT CHARGES Direct costs for material or services incurred for the project Actual Cost + 5% Notes:1. 2. 3.This fee schedule is subject to change without notice. © 2010 T-O Engineers, Inc. This instrument is the property of T-O Engineers, Inc. Any reproduction, reuse or modification of this instrument or its contents without specific written permission of T-O Engineers, Inc. is strictly prohibited. All account balances not paid in full on or before the last day of the month of the account billing date shall bear interest at the rate of twenty-one (21) percent (%) per annum compounded monthly from the first day of the following month until paid in full. Any payments received shall be credited first to accrued interest and then to principal. All costs or fees incurred to collect overdue account balances shall be added to the account balance on the first day of the month following the date the cost or fee is incurred. When employees perform work that requires overtime, the billing rate for that overtime work will be increased to 130% of the rate established above. Overtime shall be defined as any work required of an employee in excess of 8 hours per day, work during Saturdays, Sundays and during national holidays. EXHIBIT C FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective March 1, 2010 This page intentionally left blank. EXHIBIT D BASIS OF COST ANALYSIS This page intentionally left blank. Sponsor McCall Municipal Airport Date:Jan-31-2011 T-O Project No:10055 Job Title:FY '11 McCall Municipal Airport Remarks:AIP 3-16-0023-020 X Concept/X Design N/A Bidding N/A Construction Construct SRE Building Planning NO.DESCRIPTION SE PM II PM I CM AP DE II DE I ET I RE INSP SM PC ST ADM TOTALS PHASE 1- GENERAL ADMINISTRATION 1.1 Prepare Scope of Work 4 4 1.2 Prepare Agreement for Professional Services 2 2 1.3 Contract Man-Hours/Cost Proposal 2 2 1.4 Advise and Coordinate with Owner and FAA 4 4 1.5 Project Management and Administration 10 10 1.6 Travel Time - Phase 1 0 0 SUBTOTAL PHASE 1: 22 22 PHASE 2- PLANNING AND STUDY 2.1 Pre-Design Conference 2 2 2.2 Prepare FAA form 7460-1 0 2.3 Travel Time - Phase 2 2 2 0 SUBTOTAL PHASE 2: 4 4 PHASE 3- PRELIMINARY DESIGN 3.1 Construction Sequence and Safety Plan 2 6 8 3.2 Airport Safety Plan 6 6 3.3 Review Preliminary Architectural Plans 2 2 4 3.4 Advise and Coordinate with Owner and FAA 4 4 3.5 Travel Time - Phase 3 0 SUBTOTAL PHASE 3: 2 14 6 22 PHASE 4- FINAL DESIGN 4.1 Construction Specifications 4 38 42 4.2 Engineers Design Report/FAA Checklist 8 2 10 4.3 Review Final Architectural Drawings 1 2 3 4.4 Response to FAA Design Review Comments 2 2 4.5 Advise and Coordinate with Owner and FAA 4 4 4.6 Travel Time - Phase 4 0 SUBTOTAL PHASE 4: 1 20 40 61 SubTotal - Phases 1-4 3 60 40 6 109 Sponsor:McCall Municipal Airport Date:Jan-31-2011 T-O Project No:10055 Job Title:FY '11 McCall Municipal Airport Remarks:AIP 3-16-0023-020 N/A Concept/N/A Design X Bidding X Construction Construction SRE Building Planning NO.DESCRIPTION SE PM II PM I CM AP DE II DE I ET I RE INSP SM PC ST ADM TOTALS PHASE 5- BIDDING 5.1 Bid Analysis/Recommendation of Award 2 2 5.2 Award Document/Construction Contract Preparation/Processing 8 8 5.3 FAA Coordination/Document Submittal 2 2 5.4 Travel Time - Phase 5 0 SUBTOTAL PHASE 5: 12 12 PHASE 6- CONSTRUCTION 6.1 0 6.2 0 6.3 0 6.4 0 6.5 0 6.6 0 6.7 0 6.8 0 6.9 0 6.10 0 6.11 0 6.12 0 6.13 0 SUBTOTAL PHASE 6: PHASE 7- OPERATIONAL 7.1 Construction Documentation/Final Construction Report 2 8 10 7.2 Update Airport Layout Plan (ALP)0 SUBTOTAL PHASE 7: 2 8 10 PHASE 8- ADDITIONAL SERVICES 8.1 AIP Grant Administration 10 10 8.2 Prepare and Process Requests for Reimbursement 0 8.3 DBE Goals and Administration/Establish Construction Goal 1 12 13 8.4 Architectural Subconsultant Coordination 12 12 0 0 0 0 SUBTOTAL PHASE 8: 23 12 35 SubTotals - Phases 5-8 37 20 57 Grand Totals - All Phases 3 97 60 6 -166 FIGURE 1A Sponsor:McCall Municipal Airport Job:FY '11 McCall Municipal Airport AIP 3-16-0023-020 31-Jan-11 APPENDIX 1: CONSULTANT SERVICES COSTS PHASES 1, 2, 3 and 4 1. Direct Salary Costs Title Hours Rate/Hour Cost($) SE Senior Engineer $160.00 $0.00 PM II Project Manager II 3 115.00 345.00 PM I Project Manager I 60 105.00 6,300.00 CM Construction Manager 40 100.00 4,000.00 AP Airport Planner 100.00 0.00 DE II Design Engineer II 6 100.00 600.00 DE I Design Engineer I 90.00 0.00 ET I Engineer in Training I 70.00 0.00 RE Resident Engineer 90.00 0.00 INSP Inspector 80.00 0.00 SM Survey Manager 115.00 0.00 PC Survey Party Chief 75.00 0.00 ST Survey Crew Member 70.00 0.00 ADM Administrative Staff 60.00 0.00 Total Estimated hours = 109.0 Subtotal:$11,245.00 Average Cost/hr = $103.17 2. SubConsultant Professional Fees: a.Architectural Subconsultant (CSHQA)$23,399.00 Markup for above 0.00 Subtotal:$23,399.00 3. Reimbursable Expenses No.Unit Cost Cost($) Airlines (round-trips)$0.00 Lodging (nights)0.00 2WD Vehicle (miles) 0 $0.55 0.00 4WD Vehicle (miles)0 0.65 0.00 Per Diem 0 35.00 0.00 Computer - CADD (hours)0 5.00 0.00 Survey Equipment 0 55.00 0.00 Document Reproduction - Lump Sum 0 100.00 0.00 Telephone, Fax, Postage, Misc.- L. S.0 125.00 0.00 Materials and Supplies - Lump Sum 0 75.00 0.00 Subtotal:$0.00 4. Subtotal of Items 1, 2, 3, and 4:$34,644.00 FIGURE 1B Sponsor:McCall Municipal Airport Job:FY '11 McCall Municipal Airport AIP 3-16-0023-020 31-Jan-11 APPENDIX 2: CONSULTANT SERVICES COSTS PHASES 5, 6, 7 and 8 1. Direct Salary Costs Title Hours Rate/Hour Cost($) SE Senior Engineer $160.00 $0.00 PM II Project Manager II 115.00 0.00 PM I Project Manager I 37 105.00 3,885.00 CM Construction Manager 20 100.00 2,000.00 AP Airport Planner 100.00 0.00 DE II Design Engineer II 100.00 0.00 DE I Design Engineer I 90.00 0.00 ET I Engineer in Training I 70.00 0.00 RE Resident Engineer 90.00 0.00 INSP Inspector 80.00 0.00 SM Survey Manager 115.00 0.00 PC Survey Party Chief 75.00 0.00 ST Survey Crew Member 70.00 0.00 ADM Administrative Staff 60.00 0.00 Total Estimated hours = 57.0 Subtotal:$5,885.00 Average Cost/hr = $103.25 2. SubConsultant Professional Fees: a.N/A 0.00 Markup for above 0.00 Subtotal:$0.00 3. Reimbursable Expenses No.Unit Cost Cost($) Airlines (round-trips) $0.00 Lodging - Lump Sum 0 5,000 0.00 2WD Vehicle (miles)0 $0.55 0.00 4WD Vehicle (miles)0 0.65 0.00 Per Diem 0 35.00 0.00 Meals 0 210.00 0.00 Computer - CADD (hours)0 5.00 0.00 Document Reproduction - Lump Sum 1 900.00 900.00 Telephone, Fax, Postage, Misc. - L. S.0 250.00 0.00 Materials and Supplies - Lump Sum 0 250.00 0.00 Survey Equipment 0 55.00 0.00 Subtotal:$900.00 4. Subtotal of Items 5, 6, 7, and 8 $6,785.00 $41,429.00 EXHIBIT E PROFESSIONAL ARCHITECTURAL SCOPE OF SERVICES AND AGREEMENT This page intentionally left blank. TECHNICAL SERVICE AGREEMENT PROJECT NAME: McCall Airport Snow Removal Equipment (SRE) Building McCall, Idaho PROJECT NO: 10TBD.000 CLIENT: T-O Engineers ADDRESS: 9777 Chinden Boulevard Boise, Idaho 83714 SCOPE OF SERVICES CSHOA V. Moore Pfaza 250 S. 5th Street Boise, ID 83702 208.343.4635 Fax: 208-343.1858 A. The Architect shall provide for the Client limited architectural and engineering (structural, mechanical, and electrical) design services per the enclosed revised proposal letter dated December 16, 2010, for the above referenced project. Services shall be provided in four Tasks: Task 1 — 30% Construction Document Submittal, Task 2 — Structural Analysis, Task 3 — 70% Construction Documents Submittal, and Task 4 — 100% Construction Documents Submittal. B. The Architect agrees to perform for Client additional tasks not stated above in accordance with generally accepted Architectural practices upon authorization by the Client. COMPENSATION AND PAYMENT Compensation by the Client to Architect shall be on the basis of the following: A. Compensation for the services described in Item A above shall be charged as follows: o Task 1 - Fixed Fee basis of Two Thousand Five Hundred Twenty-eight and no/100 Dollars ($2,528.00) plus Reimbursable Expenses per the Provisions of Article II of this Agreement. o Task 2 - Fixed Fee basis of One Thousand Six Hundred and no/100 Dollars ($1,600.00) plus Reimbursable Expenses. o Task 3 - Fixed Fee basis of Eight Thousand Two Hundred Sixty-three and no/100 Dollars ($8,263.00) plus Reimbursable Expenses. o Task 4 - Fixed Fee basis of Nine Thousand Three Hundred Fifty-three and no/100 Dollars ($9,353.00) plus Reimbursable Expenses. o Reimbursable Expenses estimated to be One Thousand Six Hundred Fifty-five and no/100 Dollars ($1,655.00). B. Compensation for the services described in Item B above shall be negotiated with the Client upon determination of the Scope of Services desired. OTHER TERMS Services covered by this Agreement shall be performed in accordance with the Provisions stated on the back of this Agreement and any attachments or schedules. The Agreement supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. Approved for CLIENT Accepted for ARCHITECT T-O Engineers CSHQA, q> psi. - ociation By: By: Kevin Bissell Jeffrey A. Shneider, President Date: Date: January 28, 2011 people who listen - design that speaks www.cshga.com PROVISIONS ARTICLE I • SCOPE OF SERVICES Architect agrees to perform for Client the services described under the scope of services. Execution of this Agreement by the Client will be authorization for Architect to proceed with the services, unless otherwise provided for in this Agreement The Architect and its consultants shall perform services under this Agreement in accordance with the accepted standard of care for similar professionals rendering similar services under similar circumstances in the area of the project, ARTICLE II - COMPENSATION AND PAYMENT Client shall compensate the Architect for costs and expenses incurred by Architect in the performance of the services referenced to hereinabove. Such costs include: 2. Reimbursable Expenses - Including, but not limited to, materials, supplies, reproduction costs for plans, details, reports, long distance communications, travel time, mileage, and subsistence will be charged at a multiple of one and fifteen one hundredths (1.15) times the actual cost to the Architect, when furnished by commercial sources and on the basis of current rates when furnished by Architect 3. Manner of Payment - Client agrees to pay charges not in dispute within thirty days of receipt of Architect's invoice. Client agrees that Architect has the right to suspend or terminate services if undisputed charges are not paid within forty-five days of receipt of Architect's invoice, and Client agrees to waive any claim against Architect, and to indemnify, defend, and hold Architect harmless from and against any claims arising from Architect's suspension or termination due to Client's failure to provide timely payment. Charges held in dispute shall be called to Architect's attention within ten days of receipt of Architect's invoice. Past due charges shall bear interest at a rate of one and one-half percent (1.5%) per month from the date of the original invoice. ARTICLE III -ACCOUNTING OF COSTS During the period of this Agreement, Architect shall maintain books and accounts of Costs in accordance with generally accepted accounting principles and practices. Client shall have access 10 these books and accounts during normal business hours to the extent required to verify costs for a period of one year after completion of Architect's services. ARTICLE IV - USE OF ARCHITECTS DOCUMENTS The Drawings, Specifications, and other documents prepared by the Architect and the Architect's consultants are the Instruments of Design provided for use with respect to this Project. The Architect and the Architects' Consultants shall be deemed the authors but not the owners of the Instruments of Design. The City of McCall shall be the owner of the Instruments of Design. The City agrees to the fullest extent permitted by law, to defend, indemnify, and hold harmless the Architect and Architect's consultants against any damages, liability, or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way connected with the reuse or modification of the Instruments of Design. ARTICLE V— SCHEDULE AND DELAYS Architect's services shall be performed as expeditiously as is consistent with professional skill and care and orderly progress of the project. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party. ARTICLE VII — LIMITATION OF LIABILITY Client agrees that the limit of Architect's (or its employees, agents, representatives, related engineers, or other professional staff who work on the project) liability for any claims, including but not limited to negligent acts, errors, omissions, or breach of contractual obligations relating to or arising out of the project shall be subject to limitations imposed by Idaho State law. ARTICLE VIII — TERMINATION, CREDIT -CHECK, ASSIGNMENT AND CERTIFICATION Client may terminate this Agreement at any time upon payment to Architect of all expenditures incurred in the performance of its service plus termination expenses of ten percent (10%) of the total compensation to date. Architect may terminate this Agreement in the event of non-payment as specified herein. This Agreement is subject to credit approval. Client authorizes Architect to run a Dunn and Bradstreet Report or equivalent to verify Client information, credit history, and legal background. If the report findings are determined to be unfavorable, the Architect reserves the right to either require Client to render a retainer up to the contract amount to guarantee payment hereunder or terminate this Agreement for cause. This Agreement shall not be assigned by either party without prior written approval of the other party, If Client assigns this Agreement to an affiliate or institutional lender providing financing for the project, such affiliate or lender shall assume Client's rights and obligations. Architect shall have no obligation to execute lender certifications required to facilitate assignments. ARTICLE IX • SEVERABILITY AND SURVIVAL If any of the provisions contained In this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability and indemnities shall survive termination of this Agreement for any cause. ARTICLE X — AFFIRMATIVE ACTION NOTICE/EMPLOYEE LABOR LAW RIGHTS Affirmative Action Notice: Vendors and subcontractors are notified that they may be subject to the provisions of Executive Order 11246, 41 CFR 60-1.4, 41 CFR Section 60-250, 41 CFR 60- 330.5 and 41 CFR 60-741. Employee Labor Law Rights: Vendors and subcontracts are notified that they may be subject to the provisions of Executive Order 13496, 29 CFR Part 471, Appendix A. ARTICLE XI — HAZARDOUS MATERIALS Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, Including but not limited to asbestos, asbestos products, poly -chlorinated biphenyl (PCB), lead -based paints, molds, or other toxic substances. ARTICLE XII — ADA COMPLIANCE AND LEED COMPLAINCE Architect's review and evaluation for ADA is performed upon the Architect's best knowledge, information, and belief based on what Architect's observations have revealed, and Architect's interpretation of the ADA requirements. The Architect and Architect's consultants have no responsibility relative to the total compliance of the project with Americans with Disability Act (ADA). Architect's review and evaluation for LEED is performed upon the Architect's best knowledge, information, and belief based on what Architect's observations have revealed, and Architect's interpretation of the LEED requirements. The Architect cannot, however, guarantee LEED certification or the actual performance of the building based on the Consultant's design drawings, specification, or resource use or consumption modeling for the Project nor can it guarantee certain performance levels anticipated through the LEED- certification process. ARTICLE XIII — PROMOTIONAL MATERIALS Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architects materials shall not include the Client's confidential or proprietary information if the Client has previously advised the Architect in writing of specific information considered by the Client to be confidential or proprietary. ARTICLE XIV — PROFESSIONAL CREDIT Client shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. ARTICLE XV — AGREEMENT TERMS AND CONDITIONS The terms and conditions of this Agreement shall have the same meaning as those in the AIA B141, Standard Form of Agreement Between Owner & Architect (1997 Version) current as of the date of this Agreement ARTICLE XVI — GOVERNING LAW The laws of the state of Idaho shall govern the validity of this Agreement, its interpretation and performance and any other claims related to it. ARTICLE XVII — MEDIATION Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party unless the parties mutually agree otherwise. If such matter in-effeet: xRTIC E ww nrrORNEY'S FEES CSHOA 1.W. Moore Plaza 250 5. 5th Street Boise, ID 83702 208.343,4635 Fax: 208.343.1858 December 15, 2010 Revised December 16, 2010 Mr. Kevin Bissell T-O Engineers 9777 Chinden Boulevard Boise, ID 83714-2288 Re: McCall Airport Snow Removal Equipment (SRE) Building McCall, Idaho Project No. 10TBD.000 Dear Kevin: We appreciate the opportunity to submit this fee proposal for limited architectural and engineering (structural, mechanical and electrical) design services for the above referenced Project. We understand the T-O Engineers will provide Project Management and limited civil engineering services. Following is our understanding of the project and our proposed scope of services. The project includes the design and engineering for a new free-standing snow removal equipment building to be located on the north end of the Airport adjacent to the existing Airport Manager's Office. The current budget for this project is $250,000.00 including some FAA grant funds. The airport is seeking other funding sources for an additional $100,000.00. The building is approximately 50' x 80' and will incorporate either a small internal office and restroom or a small addition on the east side of the building that contains an office and restroom. The building has the space to store four snow removal machines with three 16'W x 14'H sectional doors and one 40'W x 14'H bi- fold door. The building will have metal panel roofing and metal panel siding with 4' CMU wainscot. Additional information, is provided in the enclosed Performance Specifications (Exhibit B) and Floor Plan and Elevation (Exhibit C). The existing site is paved in asphalt and generally slopes to the south with sheet flow drainage to the retention pond. This project will have limited site improvements and will modify the paved asphalt surfaces only as necessary to maintain positive drainage around the north side of the building. Water, sewer, and power utilities are available to the north of the site in the Deinhard Road right-of-way. The Owner has indicated they will be responsible for the Design Review application and approval. Also, the Owner provided CSHQA the Programming and Schematic Design for the building. To expedite and stream line the design process, CSHQA will start the project at the Construction Document phase. The delivery of CSHQA's proposed design services will be structured as a traditional Design -Bid -Build project with the following design phases. Task 01- 30% Construction Document Submittal During this phase, CSHQA will provide the basic Site Plan, Floor Plan, Sections and Elevations of the building. After the plans are prepared, the Architect will visit the site to observe the existing conditions and conduct a work session meeting with the Owner to review the design and confirm the program. The plans will be revised following the work session and submitted to the Owner for the 30% review. Task 02 - Structural Analysis During this phase, CSHQA will analyze two structural options for the building. Option 1 will be a predominately wood structure with steel beams, columns, and moment frames where necessary. Option 2 will be a pre-engineered metal building. The analysis will include an order of magnitude opinion of probable cost for each option to determine which structural system is most economical and appropriate for this project. Task 03 - 70% Construction Document Submittal During this phase, CSHQA will integrate the selected structural system into the design of the building and prepare preliminary structural, mechanical, plumbing and electrical drawings. Preliminary specifications (noted on the drawings) will be provided for materials and equipment. At the end of this phase, 70% drawings will be people who listen - design that speaks www.cshqa.com Mr. Kevin Bissell Page 2 December 16, 2010 provided to the Owner for review. An order of magnitude opinion of probable construction cost will be provided for each major component of the project including an opinion of total construction cost. Task 04 - 100% Construction Document Submittal (including Building Permit application) During this phase, CSHQA will prepare the final set of drawings and specifications that will be used for Bidding and to obtain a Building Permit. CSHQA will prepare the Building Permit application and make revisions to the documents as necessary, based on Building Department comments. At the end of this phase, 100% Bid Documents will be provided to the Owner. We propose to provide Tasks 01 — 04 on a Fixed Fee basis plus Reimbursable Expenses as noted in Exhibit A. Reimbursable Expenses such as, but not limited to, travel, phone, postage, materials, supplies, and reproduction costs (plans, manuals, reports), will be charged according to the Agreement. These costs will be in addition to the base fee. An allowance for the estimated Reimbursable Expenses is indicated in Exhibit A. Task 05 - Bidding Support Fees for Bidding Support are not included in this proposal. CSHQA is available to provide Bidding Support services when requested and authorized by the Owner on a Payroll Cost basis plus Reimbursable Expenses. Services may include but not be limited to attending the pre -bid conference, responding to RFIs, reviewing substitution requests, preparing Owner -requested changes to the project and issuing addenda. Task 06 - Construction Administration Fees for Construction Administration are not included in this proposal. CSHQA is available to provide Construction Administration services when requested and authorized by the Owner on a Payroll Cost basis plus Reimbursable Expenses. Services may include but limited be limited to attending the preconstruction conference and periodic construction meetings, responding to RFIs, reviewing substitution requests and submittals, and preparing Construction Change Documents, the punch list and record drawings. Employee's time for Tasks 05 and 06 and Additional Tasks indicated below shall be charged at 2.75 times the employee's direct personnel expense. Services not included in the above scope but available as Additional Task upon client request include the following: • Design Review. • FAA Boiler Plate and Contract Documents (required for grant funded projects). • Environmental (including hazardous materials). • Commissioning services. • Renderings or 3D modeling. • Inspection and testing. • Permit Fees, User Fees, Planning and Zoning Application Fees, Building Permit Fees and all other entitlement fees. • Proposal Requests and Change Orders, which are initiated by the Owner to add scope to the project, which requires design or re -design tasks. • Landscape design. • Surveying and Geotechnical report. We appreciate this opportunity and look forward to working with you on this project. If you have any questions, please do not hesitate to call. Sincerely, CSHQA a professional association Martin Hahle Enclosures Exhibit A CSHQ& Architectural/Engineering Services McCall Airport - Snow Removal Equipment Building I WWI I1I.J4.11 CSHQA Architectural V1 I\G11111J1II CSHQA Structural GIJ1G VIAIIIIIIMAI CSHQA Mechanical v CSHQA Electrical! Communications Totals Total Hours 109 61 37 29 236 Total Labor $9,494 $6,023 $3,105 $3,122 $21,744 Total Reimbursables Est. $1,655 $0 $0 $0 $1,655 Total Labor & Reimbursables $11,149 $6,023 $3,105 $3,122 $23,399 Total $23,399 1/28/2011 Exhibit A CSHOA Architectural/Engineering Services McCaII Airport - Snow Removal Equipment Building CSHQA Architectural Principal- Proj Sr Arch AITI CAD Admin Total in -Charge Mgr Arch Designer Tech Asst Hours Task 01 - 30% Construction Documents Project administration 1 2 2 5 Prepare Site Plan Drawing 1 2 3 Prepare Floor Plan Drawing 1 3 4 Prepare Building Sections 1 1 2 Prepare Building Elevations 1 2 3 Site Visit and Work Session with owner 8 8 Revise plans and submit 30% drawing set to owner 1 2 3 Total Hours 0 14 0 0 12 0 2 28 Hourly Rate $118 $110 $98 $88 $74 $68 $50 - - - Total Labor $0 $1,540 $0 $0 $888 $0 $100 - - - Task 01 - Total $2,528 Task 02 - Structural Systems Analysis Project administration 2 1 3 Coordinate architectural design with structural concepts 2 1 3 Total Hours 0 4 0 0 1 0 1 6 Hourly Rate $118 $110 $98 $88 $74 $68 $50 - - Total Labor $0 $440 $0 $0 $74 $0 $50 - - - Task 02 - Total $564 Task 03- 70% Construction Documents Project administration 1 1 Refine the site plan 1 1 2 Refine the floor plans 1 2 3 Refine the building sections 1 2 3 Refine the building elevations 1 2 3 Prepare the door schedule 1 1 2 Prepare construction details 1 2 3 Coordinate with Structural 1 1 2 Coordinate with Mechanical 1 1 2 Coordinate with Electrical 1 1 2 Prepare technical specifications on drawings 2 2 4 Prepare opinion of probable construction cost 3 1 4 8 Preprepare 70%submittal to owner 1 1 2 Total Hours 0 16 0 0 17 0 4 37 Hourly Rate $118 $110 $98 $88 $74 $68 $50 - - - TotalLabor $0 $1,760 $0 $0 $1,258 $0 $200 - - - Task 03 -Total $3,218 Task 04 - 100% Construction Documents Project administration 1 1 Prepare final floor plans 1 1 Prepare final building sections 1 1 Prepare final building elevations 1 1 Prepare final door schedule 1 1 Prepare final construction details 1 3 4 Coordinate with Structural 1 1 Coordinate with Mechanical 1 1 Coordinate with Electrical 1 1 Prepare final technical specifications on drawings 4 2 6 Quality Control Review 2 4 6 Prepare final opinion of probable construction cost 1 1 1 3 Preprepare 100% submittal to owner 1 1 1 3 Prepare the building permit submittal 2 2 1 5 Print bid set documents 1 1 1 3 Total Hours 0 13 0 0 21 0 4 38 1 /28/2011 Exhibit A CSHOA Architectural/Engineering Services McCaII Airport - Snow Removal Equipment Building CSHQA Architectural Hourly Rate $118 $110 $98 $88 $74 $68 $50 - - - Total Labor $0 $1,430 $0 $0 $1,554 $0 $200 - - - Task 04 - Total $3,184 Total Labor CSHQA Architectural $9,494 1 1/28/2011 Exhibit A CSHOA Architectural/Engineering Services McCaII Airport - Snow Removal Equipment Building CSHQA Structural Sr Struct Eng Struct Eng CAD Tech Admin Asst Total Hours Task 01 - 30% Constuction Documents 0 Task 02 - Structural System Analysis Structural system analysis - Wood Frame w/ limited steel 3 3 Structural system analysis - Pre -Engineered steel frame 3 3 Opinion of probable construction cost for each option 2 2 4 0 Task 03 - 70% Construction Documents Prepare foundation plan 3 3 6 Prepare framing plan 4 3 7 Prepare structural calculations 4 4 Prepare structural details 5 4 9 Prepare structural specifications 2 2 0 Task 04 - 100% Construction Documents Final foundation plan 4 3 7 Final framing plan 4 3 7 Final structural details 4 3 7 Final structural specifications 1 1 2 0 Total Hours 39 0 20 2 61 Hourly Rate $117 $96 $68 $50 - - - TotalLabor $4,563 $0 $1,360 $100 $6,023 CSHQA Structural $6,023 1/28/2011 Exhibit A CSHOA ArchitecturallEngineering Services McCall Airport - Snow Removal Equipment Building CSHQA Mechanical Sr Mech Engineer Mech Engineer Designer/ EIT Sr CAD Tech Admin Asst Total Hours Task 01 - 30% Construction Documents 0 Task 03 - 70% Construction Documents - Prepare Mechanical calculations 1 1 Prepare Mechanical plans 1 1 2 Prepare Plumbing plans 1 1 2 Prepare Mechanical schedules 1 1 2 Prepare Plumbing schedules 1 1 2 Utility coordination 1 1 2 Mechanical and Plumbing specifications 1 1 Opinion of probable construciton cost 1 1 0 Task 04 - 100% Construction Documents Prepare final Mechanical plans 2 2 4 Prepare final Plumbing plans 2 3 5 Prepare final Mechanical schedules 2 3 5 Prepare final Plumbing schedules 2 2 4 Utility coordination 1 2 3 Mechanical and Plumbing specifications 2 2 Update of probable construciton cost 1 1 0 Total Hours 20 0 0 17 0 37 Hourly Rate $100 $82 $75 $65 $50 - - - Total Labor $2,000 $0 $0 $1,105 $0 $3,105 CSHQA Mechanical $3,105 1/28/2011 Exhibit A Architectural/Engineering McCaII Airport -Snow Removal EquipmentServices Building CSHQA Electrical Sr Elect Engineer Engineer Designer/ EIT Sr CAD Tech Admin Asst Total Hours Task 01 - 30% Construction Documents 0 Task 03 - 70% Construction Documents Prepare power plan 1 1 2 Prepare lighting plan 1 1 2 Prepare panel and lighting schedules 1 1 2 Prepare energy compliance calculations 1 1 2 Prepare electrical specifications 1 4 Prepare opinion of probable construction cost 1 1 Task 04 - 100% Construction Documents Prepare final power plan 2 3 5 Prepare final lighting plan 2 3 5 Prepare final panel and lighting schedules 1 3 4 Update energy compliance calculations 1 1 2 Prepare final electrical specifications 1 1 2 Update opinion of probable construction cost 1 1 0 Total Hours 14 0 15 0 0 29 Hourly Rate $133 $110 $84 $65 $50 - - - Total Labor $1,862 $0 $1,260 $0 $0 $3,122 CSHQA Electrical $3,122 1/28/2011 Exhibit A CSHOA Architectural/Engineering Services McCall Airport - Snow Removal Equipment Building Reimbursable CSHQA Amount Plan Reproduction/Plots 2 2 3 2 12 500 sets @ sets @ sets @ sets @ sets @ miles @ $60 $60 $60 $30 $60 0.51 each each each each each mile $120 $120 $180 $60 $720 $0 $200 $255 $0 30% CD Submittal 70% CD Submittal Building Permit Submittal Bidding (Reproducible CDs) Bidding Photographs Overnight/Courier Mileage (0.51 Per Mile) Long -Distance Telephone/Fax Subtotal CSHQA $1,655 1/28/2011 EXHIBIT IS Nic::A.C.l. - •rIfI (A.irE: 1,@V •@'cs GL)AEiC}'S RA(:I'ti.C(11.11 'r'Ety Performance Specifications Plans Building plans will be provided by the contractor and will become the property of the City of McCall Airport upon completion of the Building. Permits Permits Contractor is responsible for obtaining and paying for all permits including but not limited to building permit, plumbing permit, and electrical permit. 80' X 50' building for storage of heavy equipment. Metal roof to meet McCall snow loads Concrete floor minimum 6", 6 Sack concrete, with tied rebar 2' grid. Floor base will be at least 12" compacted road mix to minimum of 96 or better Floor to have a slated center drain, centered on building, placed 25' from door opening by building width of 80'. Drain to meet all City Code for storm water management including grease trap and connection to City Sewer Doors. 1- 40' wide by 14' clearance bi-fold door. 3- 16' inside clearance overhead type doors with minimum 14' clearance. 2- Man doors Doors will be equipped with electric operator openings with manual over ride. Manual . - override will be cable of operator opening with person standing next to the door. (chain fall type) Equipment doors will have windows at driver eye level. Man doors to have half panel windows. All doors to be insulated Bollards on each side of doors to protect building from equipment Electrical Electrical to be run from transformer which is street side; contractor must take into consideration underground utilities and wiring associated with the vehicle gate. Electric panel adequate for building use including 110 and 220 110 duplex wiring to code with adequate amps for five large equipment engine block heaters. Overhead drop down wiring for engine block heaters. Adequate 220 for potential Electric heaters. Electrical panel wired to accept standby generator Alternate: Air lines dropped down from ceiling for air tank quick fill. Air Compressor, 220 Current, 50 gallon tank minimum. (alternate) Lighting Exterior lights at pedestrian doors and five lights illuminating area in front of equipment doors. Interior lighting - Plumbing Rough plumb to sewer Connect to sewer Water stubbed in Plumbing will be in office area if constructed Pavement Asphault paving, 12' roadmix base with 6" asphault paving on all sides of building. Landscaping As designed Heat\ Prefered Alternative Thermostat with heat range capable of 40 degrees F to 75 degrees F, programmable to 7 days per week and four time zones per day. Insulation Prefer structural spray in foam with an R rating of R 10 ceiling and walls Windows Exterior windows as depicted Siding Metal siding, or as approved by design review. I:\09021\Acaddwg\Sheets\Exhibits\09021—C—XB—SRE BUILDINC.dwg, 12/8/2010 4:17:35 PM, Blakney, Doug, HP Color LaserJet CM6040 MFP (2nd Floor North).pc3 © 2009 T-0 ENGINEERS. THIS INSTRUMENT IS THE PROPERTY OF T-0 ENGINEERS. ANY REPRODUCTTON, REUSE OR M001FCATION OF THIS INSTRUMENT 0R I15 CONTENTS WITHOUT SPECIFIC WRITTEN PE1MSlON OF T-0 ENS IS STRICTLY PROti8UED. EXISTING AIRPORT OFFI SRE BUILDING • r++ -..1r+mow 'HANGER 41151 flir r 1% in C‘C.41� M c CALL AIRPORT PROPOSED SRE BUILDING T•0 ENGINEERS 9777 CHINDEN BOULEVARD BOISE, IDAHO 83714-2008 PHONE: (208) 323-2288 FAX: (208) 323-2399 E—FlLE: X:\nnnnn\XXXXXXXX.DWG DATE: Month 2009 JOB: 09xxx 1••••=. 12' 141 16' Ab. McCall Airport Equipment Storage Top View 10' opt 1-1 Li 711:1 /\ McCall Airport Equipment Storage West Front EXHIBIT F DOCUMENTATION OF REQUIRED INSURANCE Certificates Sent Directly to City of McCall by Insured’s Carriers as Required By Law