Loading...
HomeMy Public PortalAbout2009.04.14 TO Engineering Services AgreementPROFESSIONAL ENGINEERING SERVICES AGREEMENT BETWEEN CITY OF MCCALL, IDAHO AND T-O ENGINEERS, INC. 9777 CHINDEN BOULEVARD BOISE, ID 83714 T-O ENGINEERS FOR SERVICES RELATED TO: MCCALL MUNICIPAL AIRPORT REHABILITATE TAXIWAY PAVEMENTS MCCALL, IDAHO AIP PROJECT NO. 3-16-0023-016 McCaII Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 TABLE OF CONTENTS SECTION 1 - BASIC SERVICES OF ENGINEER: PLANNING AND DESIGN PHASES 1 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) 3 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 OTHER 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 8 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 9 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 10 5.1 SCOPE OF SERVICES AND FEES 10 5.2 FEE BASIS DEFINITIONS 10 5.3 TIMES OF STATEMENTS 12 5.4 PAST DUE STATEMENTS 12 5.5 TERMINATION RELATED FEES AND EXPENSES 12 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 14 7.4 CONTROLLING LAW 15 7.5 SUCCESSORS AND ASSIGNS 15 T-0 ENGINEERS Page i McCaII Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 SECTION 8 SPECIAL PROVISIONS 15 8.1 AUTHORIZATION TO PROCEED 15 8.2 LIMITATION OF LIABILITY 15 8.3 LITIGATION/ARBITRATION COSTS 15 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) T-Cl ENGINEERS Page ii McCaII Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES March 30, 2009 PARTIES TO AGREEMENT: THIS IS AN AGREEMENT MADE BETWEEN; AND, CITY OF MCCALL, IDAHO 216 E. PARK STREET MCCALL, ID 83638 (OWNER) 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'09, AIP 3-16-0023-016 • Rehabilitate Taxiway Pavements 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". SECTION 1 BASIC SERVICES OF ENGINEER PLANNING AND DESIGN PHASES T- 0 ENGINEERS Page 1 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 others 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. 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. T..D ENGINEERS Page 2 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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. 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 T-0 EMGINEERS Page 3 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 efforts 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 in 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. 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 T-0 ENGINEERS Page 4 McCaII Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 1.6.6. Inspections and Tests. ENGINEER shall have authority, as OWNER'S representative, 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 determine 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 specifically 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 no be other matters at issue between OWNER and CONTRACTOR that might affect the amount that should be paid. 1.6.9. Contractor(s)' Completion Documents. ENGINEER shall receive maintenance and operating 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 T-0 ENGINEERS Page 5 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 release 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 evaluation 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. 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. 'T'-O ENGINEERS Page 6 McCall Municipal Airport Improvements Professional Services Agreement AIP 3-16-0023-016 March 30, 2009 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 Specifications 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 director 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, 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. T-0 ENIf1NEERS Page 7 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 2.3 OTHER ADDITIONAL SERVICES 2.3.1. Providing 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 OWNER 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 o itness for OWNER in any litigation, arbitration or other legal or administrative proce �volving the Projects an Whin rite, N6111/66R 15 lot Gt-fJar4-1. 2.3.6. Additional services in connection with the Prt, 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 including previous reports and any other data relative to design or construction of the Project. 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; 'T'�D ENGINEERS Page 8 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 • 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 files 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 APPROVALS 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 contract, 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, 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. T>0 ENGINEERS Page 9 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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. ENGINEER'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 events 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 giving 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. 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: T D E1' JGINtERS Page 10 McCall Municipal Airport Improvements Professional Services Agreement AIP 3-16-0023-016 March 30, 2009 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 Prevailina 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 "estimated" 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 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 a ices is provided in the Scope of Work and Fee Schedule. For billing purpo �, tI a ac t of such outside services may be increased by the ENGINEER up to ( /o per ent 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: T-0 ENGINEERS Page 11 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 estimated 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 ENGINEER will be increased at the maximum rate allowed by Idaho law per month from said thirtieth day, and in addition, ENGINEER may after 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 T-0 ENGINEERS Page 12 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 is 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 Construction 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. 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. `IO.D ENGINEERS Page 13 McCall Municipal Airport Improvements Professional Services Agreement AIP 3-16-0023-016 March 30, 2009 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 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. 7.3.2 ENGINEER shall indemnify and hold harmless the OWNER from any and all claims and costs of defense of said claims, including attorneys' fees, arising from the employment of the ENGINEER under this contract that are attributable eeIely to the fault of the ENGINEER. The OWNER will •r-© ENGINEERS Page 14 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 indemnify and hold harmless ENGINEER from any and all claims arising under the performance of this contract which are attributable t the fault of the OWNER. 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 ENGINEER, 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 variety 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 7 or. In order for the OWNER to obtain the benefits of a fee which includes a lesser allowance funding, the OWNER agrees to limit the ENGINEER'S liability to the OWNER•and•all e-eeratfaeters 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 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 associated with the affected aspect of work only. 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. T-0 ERJGINEE{C S Page 15 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 reserves 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, documents, 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 contract 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, 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 T.0 ENGINEERS Page 16 McCaII Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 carry 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 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 connection 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. T-0 ENGINEERS Page 17 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 is 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 country 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 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 certification 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. T-0 ENGINEERS Page 18 McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 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 determined 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. 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. T O ENGINEERS Page 19 This page intentionally left blank. McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the date first above written. CLIENT: CITY OF MCCALL,I BY: TITLE: DATE: y/4 STATE OF IDAHO County of Valley )s. On this /14 day of Y' t 1 , 2009 before me, a Notary Public in and for said State, personally appeared t - 4 V, CA (le-,` a _ , 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 Residing at tia. (lev My Commission Expires: 51atl 7b/q c for ldah �. Ccii Idaho z:..." +0 TA 44:11A r o This page intentionally left blank. McCall Municipal Airport Improvements AIP 3-16-0023-016 Professional Services Agreement March 30, 2009 ENGINEER: T-Q ENGINEERS, INC. BY: , "`//, - William H. Russell, P.E. TITLE: DATE: 5 ` - % Or, ` ' STATE OF IDAHO County of Ada President )s. On this C day of ,'214 c l , 2009, before me, a Notary Public in and for said State, personally appeared William H. Russell. 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. 'Nota Public for Idaho Residing at A-A4 My Commission Expires: 7.0 , Idaho _2 es. • NOTE ti 7•'; 13, 4." %%4*a on A tl‘ t, 8410.40,414-400- 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: Description of Project and Scope of Engineer's Professional Services March 30, 2009 EXHIBIT A DESCRIPTION OF PROJECT AND SCOPE OF ENGINEER'S PROFESSIONAL SERVICES FOR McCALL MUNICIPAL AIRPORT IMPROVEMENTS, FY '09 AIP 3-16-0023-016 PROJECT DESCRIPTION Proposed project work includes the following generally described physical improvements to Airport Facilities: 1. Rehabilitate Airport Pavements. The general location of these improvements is shown on the attached data sheet. This project will be funded with monies from the American Recovery and Reinvestment Act (ARRA) of 2009. All ARRA rules will apply and 100% funding will be provided. The Federal Aviation Administration (FAA) will provide project oversight under FAA Project Number is AIP 3-16-0023-016. The total project construction cost is anticipated to be in the range of $420,000 to $450,000. Professional services to be provided shall include planning, topographic surveys, civil design, preliminary design, final design, bidding, construction administration and observation, quality assurance services, grant administration and overall coordination of all phases of the project with the Owner and the FAA. T-0 ENGINEERS, INC. PAGE A-1 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 DESCRIPTION OF PROJECT IMPROVEMENTS: Reconstruct Connector Taxiway A-2: This project element involves reconstruction of approximately 400 feet of Connector Taxiway A-2. The existing taxiway pavement in this area is in poor condition. The existing pavement section is inadequate, especially considering depth of frost and current aircraft loading. The condition of the pavement indicates that the materials underlying the pavement must be removed and a new section constructed with due consideration for frost and loading. The existing pavement and base section will be removed and existing subgrade excavated to accommodate the design pavement section. New subbase and base course materials will be imported and new bituminous asphalt pavement (3"-4") will be constructed. The pavement section will include subsurface drainage piping and associated outlets. Surface grading will include construction of gravel shoulders using the existing salvaged base course material. Rehabilitate Taxiway A: This project element involves rehabilitation of approximately 800 feet of Taxiway A. The existing taxiway pavement in this area is in poor condition. This pavement exhibits extensive "alligator" cracking and has been patched several times. The existing pavement section was constructed in 1987 (>20 years ago) and should be adequate for the loading experienced by this taxiway. The existing paved surface will be removed and existing base course recompacted and graded. New bituminous asphalt pavement (min. 3") will be constructed. The pavement section will include subsurface drainage piping and associated outlets. Surface grading will include reconstruction of gravel shoulders. Reconstruct Taxiway E: This project element involves reconstruction of approximately 350 feet of Taxiway E. The existing taxiway pavement in this area has failed and can no longer be rehabilitated. The existing pavement section is inadequate, especially considering depth of frost and current aircraft loading. The poor condition of the pavement indicates that the material underlying the pavement must be removed and a new section constructed with due consideration for frost and loading. The existing pavement and base section will be removed and existing subgrade excavated to accommodate the design pavement section. New subbase and base course materials will be imported and new bituminous asphalt pavement (min 3") will be constructed. The pavement section will include subsurface drainage piping and associated outlets. Surface grading will include construction of gravel shoulders using the existing base course material. T-O ENGINEERS, INC. PAGE A-2 1:109010\WPfilesAAgreementWlcCall Exhibit A.doc Professional Services Agreement McCaII Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 CONTRACTS AND BIDDING: It is anticipated that one set of construction documents will be prepared to complete project improvements described above under one contract. Separate bid schedules for each of the three elements are required. AVAILABLE INFORMATION: Design Plans and Specifications for AIP 3-16-0023-012, improvements to McCall Municipal Airport, prepared by Toothman-Orton Engineering Company dated June 2007. * Airport Layout Plan AIP 3-16-0023-010, McCall Municipal Airport, prepared by Toothman-Orton Engineering Co. dated December 2007. * Design Plans and Specifications for AIP 3-16-0023-006, improvements to McCall Municipal Airport, prepared by Toothman-Orton Engineering Company dated June 1997. * Design Plans and Specifications for AIP 3-16-0023-004, improvements to McCall Municipal Airport, prepared by Toothman-Orton Engineering Company dated July 1994. T-O ENGINEERS, INC. PAGE A-3 I:\09010\WPfiles\Agreement McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCall Municipal Airport Improvements March 30, 2009 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. Proposed costs will be compared to an independent estimate of engineering fees (IFE) prepared by an independent consultant using information provided in Item 1.1 above. 1.4 Coordinate with Independent Fee Estimator to describe and review the proposed project Scope of Work and to discuss the project in detail. One teleconference is anticipated to describe and discuss the project scope. 1.5 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. 1.6 Project management and administration to include monthly cost accounting and budget analysis, invoicing and monitoring of project progress. 1.7 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, special ARRA requirements and project schedule. This meeting will be held via teleconference with ENGINEER, FAA and OWNER representatives participating. T-0 ENGINEERS, INC. PAGE A-4 1:\09010\WPriles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 2.2 Prepare preliminary construction cost estimates, based on historical information available from previous projects completed at the airport and other comparable airports. 2.3 Conduct project site investigation to determine existing conditions, extent of pavement rehabilitation, general drainage and edge drain system parameters. 2.4 Based on the review and estimates completed in the previous two tasks, prepare for and meet with the OWNER in McCall, Idaho. The purpose of this meeting is to discuss options and the project approach. Based on input from the meeting, finalize the project scope and prepare a plan to implement the project. 2.5 Prepare a conceptual construction sequence and safety plan for evaluation by the airport staff, FBO, airport users, USFS and FAA. Due to anticipated work within the Runway Safety Area during reconstruction of Taxiway A-2, it is anticipated that this project will require a runway closure and night work. Note: It is not anticipated that the OWNER will require use of the Parallel Taxiway as a temporary runway during construction. If the airport chooses to use the Parallel Taxiway as a temporary runway, submission of required FAA documentation will be an additional service. 2.6 Coordinate the finalized project approach and implementation strategy with FAA personnel via conference call. Advise and coordinate with OWNER during Phase 2. 2.7 Travel time for ENGINEER personnel during Phase 2. PHASE 3 — PRELIMINARY DESIGN 3.1 Design grading and drainage for reconstructed/rehabilitated taxiways. It is assumed that all drainage will be retained on airport property and discharged to an existing retention basin. 3.2 Design taxiway pavement to reflect current and forecast aircraft traffic at the airport. Pavement will be designed in accordance with FAA advisory circulars and applicable regional guidance. Prepare a life -cycle analysis for the pavement design, as required in AC 150/5320-6D, Appendix 1. 3.3 Design a subsurface drainage system for the taxiway pavement. Subsurface drainage is anticipated to consist of perforated geotextile pipes with appropriate outlet structures. Subsurface drains may be located on one or both side of taxiway pavements as site conditions dictate. 3.4 Assemble survey data and generate base topographic mapping for project sites. 3.5 Prepare preliminary construction drawings of the project elements for review and discussion with the OWNER. Drawings shall be complete enough (approx. 65%) to identify sequence and safety issues, along with primary design elements for review and discussion only. Provide the OWNER with up to three (3) sets of drawings for review. T-0 ENGINEERS, INC. PAGE A-5 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCaII Municipal Airport Improvements March 30, 2009 3.6 Participate in design review meeting with the OWNER in McCall, Idaho. Review will include design rational, phasing and safety plan, preliminary design drawings, design analysis and project schedule. 3.7 Coordinate design issues with the OWNER and FAA to include telephone calls, letters and other communication. 3.8 Travel time for ENGINEER personnel during Phase 3. PHASE 4 — FINAL DESIGN The Final Design phase shall include the preparation of detailed construction plans and specifications, required design report, updated cost estimates, bid and contract documents suitable for obtaining competitive bids for construction of improvements. Final Design Services shall include the following work tasks: 4.1 Prepare final design drawings including a Construction Layout Plan. Incorporate comments received during the preliminary design review process into project design. 4.2 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. 4.3 Prepare Bid Documents to include Bid Advertisement, Instructions to Bidders, Construction Agreement and Bond Forms, Notice of Award, Notice to Proceed and other contract documents required for solicitation of Bids and execution of a construction contract following bid award. Assist OWNER in project insurance and bond requirement evaluation. Prepare bid schedules with associated final bid quantities. 4.4 Update cost estimate to reflect final design information. 4.5 Prepare the Engineer's Design Report in conformance with FAA guidelines, to include FAA plan and specification review checklists. 4.6 Prepare Modification(s) of FAA Standards, as required, to document changes to FAA standard regulations identified in the Design Phase, and obtain FAA and OWNER approval prior to bidding the project. 4.7 Review final design drawings and associated documents with the OWNER. It is anticipated that one review meeting in McCall will be required. Provide the OWNER with two (2) complete sets of Final Design Documents, including plans, specifications and design report. Submit one (1) set of similar documentation to the FAA. 4.8 Respond to FAA design review comments. 4.9 Coordinate design issues with the OWNER and FAA, to include telephone calls, letters and other communication. T-0 ENGINEERS, INC. PAGE A-6 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCall Municipal Airport Improvements March 30, 2009 4.10 Travel time for ENGINEER personnel related Phase 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 Administer the public bid advertisement process including bid document reproduction and distribution of documents to plan rooms, contractors and suppliers. Prepare advertisement(s) for the project, which the OWNER will submit to appropriate newspaper(s) for publication. Maintain a "bidders list" and distribute plans as requested. Assist OWNER in promoting bidder interest in an appropriate geographic area for project work tasks. 5.2 Respond to questions that arise during the Contractors' bid preparation process. Issue addenda or other clarifications as required. 5.3 Prepare a detailed Pre -Bid Conference agenda and conduct a Pre -Bid Conference to familiarize bidders and interested parties with the construction project scope and requirements. Prepare and issue minutes of the conference after the meeting. The meeting will be held in McCall, Idaho. 5.4 Assist the OWNER in preparation for the project Bid Opening as required, including preparation of a Project Bid Summary. It is anticipated that the ENGINEER will attend the Bid Opening in McCall, Idaho, and assist in opening the bids. ENGINEER will then evaluate the qualifications of bidders and responsiveness to bidding criteria. 5.5 Prepare detailed Bid Tabulations documenting bid results and submit to OWNER and FAA. 5.6 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. 5.7 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. 5.8 Coordinate with FAA throughout the bid and award process. Submit bid documentation including copies of all executed contract documents as required by the FAA. 5.9 Travel time for ENGINEER personnel associated with tasks listed in Phase 5. T-O ENGINEERS, INC. PAGE A-7 I:\09010\WPriles\Agreement\McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCall Municipal Airport Improvements March 30, 2009 PHASE 6 - CONSTRUCTION During the construction phase, the ENGINEER shall administer all aspects of the construction contract over which the ENGINEER can be expected to have realistic control in order to assist the OWNER in monitoring and documenting the construction process for design compliance, quality assurance, and cost control. Construction phase services shall more specifically include the following work tasks: 6.1 Provide pre -construction coordination; prepare a detailed Pre -Construction Conference agenda and displays; conduct a Pre -Construction Conference on behalf of the OWNER in McCall, Idaho, and prepare and issue minutes of the Pre - Construction Conference; advise the FAA of Pre -Construction Conference dates and include FAA items in conference agenda. Complete FAA Pre -Construction conference checklist. 6.2 Prepare documentation of ENGINEER's supervision and inspection personnel qualifications for submittal to the OWNER. Assist OWNER in preparation of "adequacy of personnel" letter for OWNER's signature and submittal to FAA as required. 6.3 Prepare a Construction Management Plan in accordance with FAA guidelines. Clarify specification and document submittal requirements. Include Contractor's Quality Control Plan information plan. Submit final document to FAA. 6.4 Review Contractor's Work Schedule, Operational Safety Plan, and Quality Control Plan. Assist Contractor as required clarifying specification requirements and documenting submittal requirements. Coordinate construction activity schedule with OWNER. Review, comment, and process Contractors material submittals. 6.5 Organize and conduct weekly construction meetings with OWNER, Contractor and other airport users. Contractor's schedule and progress will be discussed at all meetings. These meetings will be organized by the Resident Project Representative and held on -site at the McCall Municipal Airport. 6.6 Provide not less than one project representative to monitor and document construction activities, conformance with schedules, plans and specifications; review and document construction quantities; document significant conversations, situations, events or changed conditions; document input or visits from local authorities and officials; prepare and submit routine inspection reports; and maintain a project diary. 6.7 Provide office administration support and assistance to the Resident Project Representative with senior design management or other personnel as field activities may require. T-0 ENGINEERS, INC. PAGE A-8 I:\09010\WPflles\Agreement\McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCall Municipal Airport Improvements March 30, 2009 6.8 Review and approve Contractor monthly Pay Requests. Submit approved pay requests to the owner for approval and signature. 6.9 Monitor and coordinate Contractor Quality Control Program pursuant to current FAA specifications for Quality Control and Quality Assurance. 6.10 Conduct a Substantial Completion and Final Completion Inspection with the OWNER and Contractor. Advise and coordinate with FAA of inspection dates. Produce substantial and final completion inspection certificates and document "punch list" items. It is anticipated that senior design or management personnel will attend either the Substantial Completion or Final Inspection at the airport in McCall, Idaho. 6.11 Assist OWNER with review of Contractor Wage and EEO documentation review. 6.12 Coordinate with OWNER and FAA throughout the construction process. Submit required construction documentation, including weekly activity report forms, mix designs, change orders, etc. Coordinate with OWNER and FAA verbally concerning change orders, as required. 6.13 Travel time for ENGINEER personnel associated with tasks listed in Phase 6. 1.4 PHASE 7 - OPERATIONAL The Operational Phase shall consist of project closeout and documentation services. Operational phase services shall include the following tasks: 7.1 Prepare As -Constructed Revisions to Design and Construction Drawings for project improvements. Provide OWNER with one set of prints of Record Drawings. Provide OWNER with copies of Record Drawings including one electronic copy to be submitted to the FAA as required. 7.2 Document the Project work and accomplishments in a Final Construction Report in accordance with FAA guidelines 7.3 Coordinate with Contractors on OWNER's behalf to obtain lien releases from subcontractors and prime Contractors in preparation to making final payment. 7.4. Assist OWNER with overall budget status analysis and reports, closeout documentation review, and coordination with the FAA, as requested by the OWNER. T-O ENGINEERS, INC. PAGE A-9 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 SECTION 2 — ADDITIONAL SERVICES (PHASE 8). ENGINEER shall provide the following services as "Additional Services" to basic services required under Phases 1 through 7: 8.1 Assist the Sponsor in preparation and processing of the following required certifications for Sponsors submittal to the FAA: "Project Plans and Specifications", "Equipment/Construction Contracts" and "Construction Project Final Acceptance". 8.2 Assist Sponsor in preparation and processing of periodic project Request for Reimbursement submittals. 8.3 Provide the following services related to Federal Disadvantaged Business Enterprise requirements (DBE). 8.3.1 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 2009 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 beyond the FY 2009 Federal DBE program required format. 8.3.2 Evaluate contract work scope for DBE subcontract opportunities (both professional and contractor). Develop project specific goals, prepare required FAA justification and obtain FAA approval. 8.3.3 Review Contractor provided data, prepare and submit required statements for DBE participation actually achieved in the work as part of the final construction report. 8.3.4 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. T-O ENGINEERS, INC. PAGE A-10 I:\09010\WPfilesWgreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 8.4 Provide or obtain field surveys, which include detailed topographic and cross section information of improvement areas for design purposes. Coordinate with subconsultant or in-house surveyors to assure that design survey is performed as required. The area to be surveyed includes Taxiway A, Connector Taxiway A-2 and Taxiway E. These taxiways will require a topographic survey to determine the existing pavement surfaces and the surrounding area of the site. The area to be surveyed will extend for a length of approximately 1,800 feet and a width of approximately 200 feet. The total area involved is approximately 8.5 acres. The survey will include all grade breaks, structures, lights, drainage inlets and swales, manholes, building corners, junction boxes, etc. 8.5 Perform the construction control survey. The construction survey will entail providing the Contractor with an initial vertical and horizontal survey control only. Grade control staking i.e. slope staking, "blue tops", etc. will be the Contractor's responsibility. Coordinate with surveying subconsultant or in-house surveyors to assure that construction surveys are performed as required. 8.6 Administer design Geotechnical subconsultant contract and coordinate delivery of work product. Provide quality control review of work product. The geotechnical laboratory work will be performed utilizing the services of a subconsultant. Test borings will be conducted along the alignments of Taxiway A, Connector Taxiway A-2 and Taxiway E. These tests will include the following: Moisture Content, Atterberg Limits; Grain Size Distribution; and Unified Soils Classification. It is anticipated that there will be approximately six to eight of these tests performed for the project. One of these tests should include a California Bearing Ratio (CBR) test to determine the strength of the subgrade. 8.7 Prepare applications and supporting documents for governmental grants, loans or advances in connection with the project. 8.8.1 Prepare a draft Grant Application for submittal to FAA prior to project design. Update and submit the final Grant Application for FAA-AIP funding assistance based on project bid results. Assist Sponsor in coordination of Grant Application submittal and process. 8.8.2 Participate in preparation of a Record of Negotiation (RON) if requested by OWNER. 8.8 Prepare Contract Change Orders/Supplemental Agreements. All services associated with evaluation, negotiation, preparation and processing of Contract Change Orders or Supplemental Agreements are considered to be an Additional Service. Man-hour estimates and costs are to be based on normal construction events as experienced by the ENGINEER for projects of this type and size. 8.9 Submit monthly Construction Project Reports from the U.S. Department of Commerce- U.S. Census Bureau during the design and construction periods of the project. These forms are required by the agency on a random basis and if required T-O ENGINEERS, INC. PAGE A-11 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 will include Project Information, Ownership and Construction Start dates, Cost Estimates and Monthly construction progress reports including monthly value of construction placed on the project. 8.10 Assist and coordinate with independent auditors in locating appropriate documents for performing A-133 annual audit. In addition to finding appropriate project files, answer questions concerning Contractors wage rates and interview forms as required. 8.11 Assist OWNER with compliance with special project monitoring or documentation requirements associated with the American Recovery and Reinvestment Act (ARRA) that are above and beyond normal, routine AIP program requirements. Additional requirements of the ARRA and their impact on FAA are not defined at this time. 8.12 Convert the existing hand drawn McCall "Pavement Strength Survey" forms (FAA form 5320) to AutoCAD as required by FAA. Includes research into previous versions of the hand drawn form for consistency with the current form. Include revised drawing and form in the Final Construction Report. 8.13 Prepare an As -Constructed Airport Layout Plan Set (ALP) to document improvements. The As -Constructed ALP drawings shall also identify other Airport improvements or changes that have occurred at the Airport and not included in the existing ALP. These changes are anticipated to be minimal as the airport recently completed a Master Plan update. T-0 ENGINEERS, INC. PAGE A-12 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services TABLE 8-1 SUMMARY OF ANTICIPATED OR IDENTIFIED ADDITIONAL SERVICES — SECTION 2 McCall Municipal Airport Improvements March 30, 2009 The followina 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 2.3.7 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) Budget allowance provided for services related to this task. Estimate based on prior project experience. (5) Includes preparation of FAA required documents only. Cost included in Phase 6 and 7 services as noted. (6) Part of Resident Project Representative (RPR) duties. Cost included in Phase 6 services as noted. (7) Not a predictable event at the time this contract is negotiated. (8) Field and construction surveys required as described herein. Contractor to provide routine construction staking based on a baseline established by the Engineer. T-0 ENGINEERS, INC. PAGE A-13 I:\09010\W Pfi Ies\Agreeme nt\McCa I I Exhibit A.doc Professional Services Agreement Exhibit A: Description of Project and Scope of Engineer's Professional Services McCall Municipal Airport Improvements March 30, 2009 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. 5. Services relating to preparation of a Stormwater Pollution Prevention Plan (SWPPP) for the project. T-O ENGINEERS, INC. PAGE A-14 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 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 assist in processing 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 advise ENGINEER as to the project budget and site -specific design requirements during the Planning and Study phases of the project. The Designated Representative shall also act as a liaison with the Airport Commission and airport users to seek additional 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 T-O ENGINEERS, INC. PAGE A-15 I:\09010\W Pfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 3.3.2.2. 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 remove the responsibility of the Contractor for conduct of operations as are typically set forth in the General Conditions of the Construction Contract. 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. T-O ENGINEERS, INC. PAGE A-16 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 SECTION 4 - PROJECT SCHEDULE The following dates summarize the target completion of significant Project tasks. ACTIVITY APPROXIMATE COMPLETION Pre -Design Conference with FAA March, 2009 Grant Application Submittal to Owner March, 2009 Scope of Work Narrative March, 2009 Final Professional Services Agreement to Owner March, 2009 Final Design Completion April 21, 2009 Advertise Project April 14, 2009 Bid Opening May 5, 2009 Execute Grant Offer May 22, 2009 Award Project June 1, 2009 Pre -Construction Conference June, 2009 Construction June — July, 2009 Project Closeout October 2009 Note: Construction completion and commencements are weather dependent. T-O ENGINEERS, INC. PAGE A-17 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 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 - Toothman-Orton Engineering Company Personnel 5.2.1.1 Fee for services provided under Contract Section 1, Part A (Phases 1, 2, 3, and 4). LUMP SUM =$ 46,788.00 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=$59,890.00 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 =$6,600.00 5.2.2.2 Estimated fee for Subconsultant services provided under Contract Section 1, Part B (Phases 5, 6, and 7) and Contract Section 2, (Phase 8). ESTIMATED FEE =$ 4,950.00 5.2.3 Reimbursable Expenses: 5.2.3.1 Contract Section 1, Part A (Phases 1, 2, 3, and 4). ESTIMATED AMOUNT = $ 1.362.50 T-O ENGINEERS, INC. PAGE A-18 I:\09010\WPfiles\Agreement\McCall Exhibit A.doc Professional Services Agreement McCall Municipal Airport Improvements Exhibit A: Description of Project and Scope of Engineer's Professional Services March 30, 2009 5.2.3.2 Contract Section 1, Part B and Section 2 (Phases 5, 6, 7 and 8). ESTIMATED AMOUNT = $ 7,405.00 5.2.4 Fee Summary: Section 1 & 2 ESTIMATED TOTAL = $ 126,995.50 (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. 5.4.2 It is agreed that the ENGINEER shall only be required to request an adjustment of fees in the event total Basic Services fees for the 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. T-O ENGINEERS, INC. PAGE A-19 I:\09010\WPfile&Agreement\McCall Exhibit A.doc 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 March 30, 2009 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 This is an Exhibit attached to, made part of, and incorporated into the Agreement, between City of Areeffi tte-Geti , Idaho (OWNER) and (ENGINEER) providing for professional engineering services. Q ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on -site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures, or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract documents and in particular the specific limitations set forth in Paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER's agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on -site work shall in general be with ENGINEER and CONTRACTOR, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. B. Duties and Responsibilities of RPR 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as ENGINEER'S liaison with CONTRACTOR, working principally through CONTRACTOR'S superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER'S liaison with CONTRACTOR when CONTRACTOR'S operations affect OWNER'S on -site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of availability of samples for examination. c. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. 5. Review of Work, Rejection of Defective Work, Inspections and Tests: T6O ENGINEERS PAGE B-1 Professional Services Agreement McCall Municipal Airport Improvements Exhibit B: Resident Project Representative March 30, 2009 a. Conduct on -site observations of the Work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective, or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test, or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection, or approval. c. Verify that tests, equipment, and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and the CONTRACTOR maintains adequate records thereof; and observe, record, and report to ENGINEER appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. 7. Modifications: Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with RPR'S recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or change conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to ENGINEER. c. Record names, address, and telephone numbers of all CONTRACTORS, subcontractors, and major suppliers of materials and equipment. 9. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections, or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. T--O ENGINEERS PAGE B-2 Professional Services Agreement Exhibit B: Resident Project Representative McCall Municipal Airport Improvements March 30, 2009 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals, and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 12. Completion: a. Before ENGINEER issues a Certificate of Substantial Completions, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. c. Observe that all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance. C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. 2. Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract documents. 3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors, or CONTRACTOR'S superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences, or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ENGINEER. PAGE B-3 T-0 ENGINEERS This page intentionally left blank. EXHIBIT C ENGINEER'S PREVAILING FUNCTIONAL FEE SCHEDULE This page intentionally left blank. EXHIBIT "C" FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective March 1, 2008 I. PERSONNEL Principal /Senior Engineer $120.00 - $170.00 /hour Project Manager $100.00 - $140.00 /hour Airport Planner $80.00 - $120.00 /hour Engineer $70.00 - $110.00 /hour Landscape Architect $65.00 - $125.00 /hour Construction Manager $65.00 - $100.00 /hour Engineer -In -Training $60.00 - $85.00 /hour Inspector $50.00 - $80.00 /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 RTldaho Research $50.00 /hour CADD, Coordinate Geometry, Hydrology and Other Technical Use: $5.00 /hour IV. IN-HOUSE REPRODUCTION Blueline Printing Xerox Copies (8-12x11 inch), Xerox Copies (8-12x14-inch), Outside Reproduction V. VEHICLE MILEAGE Fleet Vehicle Survey Vehicle ATV Vehicle VI. OTHER DIRECT CHARGES Direct costs for material or services incurred for the project Actual Cost + 19% $2.00 /sheet $0.42 /page $0. 5 /page Actual Cost + 10% 0.55 /mile 0.65 /mile 5.00 /hour Notes: 1. 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 twelve (12) 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. 2. When employees perform work that requires overtime, the billing rate for that overtime work will be 'ncreased to 130% of the to „-Wee,I, rate established above. Overtime shall be defined as any work required of an employee in excess of-8 urs work during Saturdays, Sundays and during national holidays. �! Thismi'ee-s ttle' ithetrt4Otice, © 2009 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. EXHIBIT D BASIS OF COST ANALYSIS This page intentionally left blank. Construction 0 0 0) 0 I'-U Project No: X X a m 3 N 0 0 0 0 0 0 0 co I,-(O a N co J F 0 co a INSP CMI SM w 0 U a C) N b'. (D t` CO 01.010 0 Ji d O (0 0 0 M (0 0 0 N N N N CO CD ill (w W 2 U C W L~ J p �i Col' y a a a C o m a) o> �iQ� w S Leo o>Sm DE SUBTOTAL PHASE 1: m 0) - 0 N 01 N to . N OD eM-00 tDNN O.: O6 SUBTOTAL PHASE 2: o o co N W O 0 N N N ets- )D U) N N r- r r r co .-- co co N O T a V ry N N N M) t0 N ', E• ,, c0 'co 'co O .- m 0'M'N- A- 1- X,.. N'N N V N V (O a LC, :O',O: N N (0 c- CO NN � � m aov O •-N M'R 0.0n CZ 3- N CO 0) (D (D I, - of N V N N N N N M V ) coomo0c0 r O N M a N O n CO O) 3- v'vvv444444 O ID I -U Project No: DESCRIPTION M O N O N N N M O O N O O O N O 0 0 0 0 0 0 O n M N r r j. O O O NOON O N t0 N .z. V CIW N N t0,- t0 N ,. O Mtb,-MLONNN Mr.N-N,tsr C m Eo a c S 90 C 4 S O U a m y E. E n SS a o J m d C C y `w Sa. c o c c o c _ o o u 6-3-0 `m u r c n E c K c 0 o N Q g.e E c 0 U Ell.: E o !=HOO ma DO N w ] U w �' u E c �° Z° c W¢¢ 010 Zed S?o�¢ 0 cm8a-i8ES,su.v rntt°¢ m S L' o c� '" 'U 9 y Q U 2 o o O o o a co T 9? -4 , m O U ,- ,, T ❑° S tE F. m c. .� T..B..B 0 U F F acicia mmmQM 6 aCSUUM3KINUNI-. rn 0 O N O N O O N V t0 2' O O O O O N O N O N O N O 0 0 0 0 0 N O M Mc-NOr-1.WW NCO c-NO M r N V M M .'.y. 7f. N M N N O N n N V M NN` N 0 0 0 0 0 N N N N N N N 'N n co r.: a. N ON - NV. CO ,n 01N M 00 .- v 0 p ci a m , 0 o Et 5o kio ocm o cE Ue ;o aom U m cm Uww an laocw °A -. U c o. . 0. .41 r C 7 g a.SC V V «O C d - o w O j c y E 0 0 0 M A C Z C C O al. Q e ce-C 0 (0 U W C a' 000,0 0 N a OF Win OUo,zt0oo. a o.U0«ENi. �apovna L.Noa.ovQu� 0oy a a0 W 0 p c a m P A g 2 Qa co O o m F¢- M' U) A A 7, Lo' E ID U 0' Q LL a 0wm ¢ �-0W 0'o0-0-c•-2cv 0. <000' 0.a a` ID o000..0. <OD 1:66 a E 0s- c-N°ro 0 y O (0N M V'N f0rN N •-N M V N N MO f-N M V 30N M V'NNr M N n W Z NN N tocn Ntom N to w civ N v 66f0666 t0 rrnr W of W 60560i VcU tgc666 FIGURE 1A Sponsor: McCall Municipal Airport Job: FY'09 McCall Municipal Airport AIP 3-16.0023-016 30-Mar-09 APPENDIX 1: CONSULTANT SERVICES COSTS PHASES 1, 2, 3 and 4 1. Direct Salary Costs Title Hours Rate/Hour Cost($) SE Senior Engineer 37 $150.00 $5,550.00 PM I Project Manager I 238 105.00 24,990.00 CM II Construction Manager II 22 100.00 2,200.00 DE Design Engineer 164 82.00 13,448.00 AP Airport Planner 100.00 0.00 ET II Engineer in Training II 75.00 0.00 ET I Engineer in Training I 70.00 0.00 RE Resident Engineer 100.00 0.00 INSP Inspector 75.00 0.00 CM I Construction Manager I 85.00 0.00 SM Survey Manager 115.00 0.00 PC Survey Party Chief 70.00 0.00 ST Survey Crew Member 45.00 0.00 ADM Administrative Staff 10 60.00 600.00 Total Estimated hours = 471.0 Subtotal: $46,788.00 Average Cost/hr = $99.34 2. SubConsultant Professional Fees: a. Geotechnical Testing Markup for above 3. Reimbursable Expenses $6,000.00 600.00 Subtotal: $6,600.00 No. Unit Cost Cost($) Airlines (round -trips) $0.00 Lodging (nights) 0.00 2WD Vehicle (miles) 650 $0.55 357.50 4WD Vehicle (miles) 0.00 Per Diem 0.00 Computer - CADD (hours) 150 5.00 750.00 Survey Equipment 0.00 Document Reproduction - Lump Sum 1 130.00 130.00 Telephone, Fax, Postage, Misc.- L. S. 1 75.00 75.00 Materials and Supplies - Lump Sum 1 50.00 50.00 Subtotal: $1,362.50 4. Subtotal of Items 1, 2, 3, and 4: $54,750.50 FIGURE 1B Sponsor: McCall Municipal Airport Job: FY'09 McCall Municipal Airport AIP 3-16-0023-016 30-Mar-09 APPENDIX 2: CONSULTANT SERVICES COSTS PHASES 5, 6, 7 and 8 1. Direct Salary Costs Title Hours Rate/Hour Cost($) SE Senior Engineer 16 $150.00 $2,400.00 PM I Project Manger I 113 105.00 11,865.00 CM II Construction Manager II 69 100.00 6,900.00 DE Design Engineer 82.00 0.00 AP Airport Planner 100.00 0.00 ET II Engineer in Training II 14 75.00 1,050.00 ET I Engineer in Training I 30 70.00 2,100.00 RE Resident Engineer 145 100.00 14,500.00 INSP Inspector 226 75.00 16,950.00 CM I Construction Manager I 85.00 0.00 SM Survey Manager 5 115.00 575.00 PC Survey Party Chief 22 70.00 1,540.00 ST Survey Crew Member 22 45.00 990.00 ADM Administrative Staff 17 60.00 1,020.00 Total Estimated hours = 679.0 Subtotal: $59,890.00 Average Cost/hr = $88.20 2. SubConsultant Professional Fees: a. Construction Quality Assurance Testing 4,500.00 Markup for above 450.00 Subtotal: $4,950.00 3. Reimbursable Expenses No. Unit Cost Cost($) Airlines (round -trips) $0.00 Lodging - Lump Sum 1 2,000 2,000.00 2WD Vehicle (miles) 0.00 4WD Vehicle (miles) 2000 0.65 1,300.00 Per Diem 30 35.00 1,050.00 Computer - CADD (hours) 0.00 Document Reproduction - Lump Sum 1 2,000.00 2,000.00 Telephone, Fax, Postage, Misc. - L. S. 1 100.00 100.00 Materials and Supplies - Lump Sum 1 75.00 75.00 Survey Equipment 16 55.00 880.00 Subtotal: $7,405.00 4. Subtotal of Items 5, 6, 7, and 8 $72,245.00 $126,995.50 EXHIBIT E DOCUMENTATION OF REQUIRED INSURANCE Certificates Sent Directly to City of McCaII by Insured's Carriers as Required By Law This page intentionally left blank.