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HomeMy Public PortalAbout2012.08.17 T-O Engineers Consulting AgreementAGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES BETWEEN THE CITY OF McCALL (OWNER) McCALL, IDAHO AND T-O ENGINEERS, INC. (AIRPORT CONSULTANT) BOISE, IDAHO August 2005 Revised: August 2012 PROFESSIONAL SERVICES AGREEMENT WITNESSETH WHEREAS, the City of McCall, Idaho, hereinafter referred to as the "OWNER", desires to retain the services of a Professional Engineering, Planning, and Surveying Consultant knowledgeable in airport planning, development, and related issues to provide professional services on an "as - needed", "on -call' (continuing services) capacity, and; WHEREAS, it is the desire and intent of the OWNER to retain the services of a single professional service firm to serve as the Airport Consultant for both Airport Improvement Program (AIP) and Non-AIP funded projects, and; WHEREAS, pursuant to a public qualifications based selection process undertaken by the OWNER, T-O Engineers, Inc. of Boise, Idaho, an Idaho Corporation, hereinafter referred to as "AIRPORT CONSULTANT", was determined by the OWNER to possess the desired qualifications and experience to provide desired airport planning and development consultant services to the OWNER, and; WHEREAS, T-O Engineers, Inc. or "AIRPORT CONSULTANT" is a corporation duly licensed and practicing in the field of Professional Engineering, Surveying and Planning, and has performed similar services for other airport sponsors, and; WHEREAS, the OWNER desires to enter into a Professional Services Agreement with AIRPORT CONSULTANT, therefore, in consideration of the covenants hereafter set forth, the parties agree as follows: 1.0 GENERAL SERVICES TO BE RENDERED. AIRPORT CONSULTANT agrees to provide general consulting services to the OWNER with regard to the McCall Municipal Airport and related matters. In this regard, AIRPORT CONSULTANT agrees to respond to telephone or written communications from the OWNER and its authorized representatives and periodically attend meetings of the McCall Airport Advisory Committee for the purpose of providing general consultation, advice and other similar assistance with issues related to the McCall Municipal Airport. The general consulting services described hereinabove are not intended to include detailed engineering design and planning analysis of specific issues. Work assignments which require man-hour work effort beyond the intended scope of this Agreement may be authorized by the OWNER or their designated representative by written or oral communication with Engineer. Such Authorized services shall be considered Special Services and identified separately on each monthly invoice. Attachment 1 to this Agreement identifies tasks that OWNER may request AIRPORT CONSULTANT to provide pursuant to this Agreement. PROFESSIONAL SERVICES AGREEMENT 1:105113MPfiles\Continuing Services Agreement\20120827 Agreement McCall Revised 8-2012.doc 1 OF 6 2.0 FEE. In consideration for the services described hereinabove, the OWNER agrees to pay to AIRPORT CONSULTANT a retainer fee payable as follows: Four Thousand Dollars ($4,000.00) per month, commencing the 1st day of September, 2012. AIRPORT CONSULTANT agrees to submit invoices commencing with the first month following the date hereinabove listed as the date general consulting services commenced. Reimbursable expenses shall be in addition to the above fee. Fees for subconsultant services, if required, shall be considered a reimbursable expense. Fees for Special Services authorized by the OWNER shall be determined based on hourly prevailing rates basis in accordance with the attached Prevailing Functional Fee Schedule, dated April 1, 2012 identified as Exhibit A. Special Service Fees shall be identified separately on each monthly invoice. 3.0 BASIS OF FEE. In determination of fee proposal identified in Section 2.0 above AIRPORT CONSULTANT has assumed during the 12-month contract period participation in eight (8) meetings of the Airport Advisory Committee by an Airport Engineer and participation in (24) meetings by an Airport Management Consultant. AIRPORT CONSULTANT also has assumed an average of eight (8) hours per month of technical support to the Airport by an Airport Engineer and twenty four (24) hours per month by an Airport Management Consultant. 4.0 FEE REVIEW. The parties hereto agree that the compensation for AIRPORT CONSULTANTS general services shall be reviewed annually by both parties, and adjustments shall be made by taking into account the actual time, materials, and expenses actually incurred by AIRPORT CONSULTANT in performing the general services for the twelve month period preceding the annual review. In this regard, it is agreed and understood that AIRPORT CONSULTANT anticipates providing approximately three hundred eighty four (384) hours to fulfill the intent of this Agreement. AIRPORT CONSULTANT agrees to keep time, materials, and expense records of his services based upon AIRPORT CONSULTANTSs prevailing fee schedule attached hereto as Attachment A, as though set out at length herein. Any adjustment of AIRPORT CONSULTANT's annual retainer fee shall be effective only upon execution by both parties of a written amendment to this Agreement setting forth the adjusted rate. 5.0 TERM. This contract shall commence on September 1, 2012 hereof, and shall, except as hereinafter provided, extend for a period of twelve (12) months through August 31, 2013. 6.0 PAYMENT. AIRPORT CONSULTANT shall submit monthly statements for services rendered pursuant to this Agreement. If the OWNER fails to make any payment due AIRPORT CONSULTANT for services rendered within thirty (30) days after the date indicated on AIRPORT CONSULTANTS statement therefore, the amounts due AIRPORT CONSULTANT may include a charge at the rate of one and one-half percent (1-1/2%) per month from said thirtieth (30th) day, and, in addition, AIRPORT CONSULTANT may, after giving fourteen (14) days written notice to the OWNER, suspend services under this Agreement until he has been paid in full all amounts due him for services rendered. 7.0 PROJECT SPECIFIC SERVICES. It is further agreed between the parties hereto that, as additional consideration for AIRPORT CONSULTANT providing general consulting services for an annual retainer fee, in the event the OWNER decides to approve specific engineering and/or planning project(s) related to McCall Municipal Airport, said specific PROFESSIONAL SERVICES AGREEMENT I: 1051131WPfiles1Continutng Services Agreement120120827 Agreement McCall Revised 8.2012.doc 2OF6 project services shall be provided by AIRPORT CONSULTANT pursuant to separate letter(s) of authorization or contract(s) to be negotiated between the parties during the term of this Agreement. 8.0 PROFESSIONAL STANDARDS. AIRPORT CONSULTANT shall render his services under this Agreement in accordance with generally accepted professional practices and standards for the intended use of the project, and makes no other warranty, either express or implied. 9.0 INDEPENDENT CONTRACTOR. AIRPORT CONSULTANT, his employees, and agents, shall perform the services required hereunder as an independent contractor in all regards, rather than an employee or agent of the OWNER. Services shall be provided as requested by the Airport Manager or other authorized representative of the OWNER. 10.0 SUCCESSORS AND ASSIGNS. 10.1 OWNER and AIRPORT CONSULTANT each bind themselves, their partners, successors, personal representatives, administrators and assigns to the other party to this Agreement, and to the successors, personal representatives, administrators, and assigns of such party in respect to all covenants of this Agreement. 10.2 NeitherAIRPORT CONSULTANT nor OWNER shall assign, sublet or transfer their interest or the obligations hereunder in this Agreement without the written consent of the other. 10.3 It is understood by AIRPORT CONSULTANT and OWNER that the Federal Aviation Administration is not a party to this Agreement and will not be responsible for cost of engineering and planning services provided pursuant to this Agreement except as might be agreed upon between the OWNER and the Federal Aviation Administration pursuant to a separate Grant Agreement for a specific project. For example; a portion of specific services provided under this Agreement may be considered planning or project formulation eligible for reimbursement as a part of a future AIP funded project. 11.0 TERMINATION OF AGREEMENT. This Agreement may be terminated by either party within thirty (30) days written notice to the other in the event of a substantial failure to perform in accordance with the terms hereof by either party through no fault of the other party. If terminated due to the fault of others than AIRPORT CONSULTANT, AIRPORT CONSULTANT shall be paid for services performed to the date of termination, including reimbursements then due, together with the actual out-of-pocket expenses incurred by AIRPORT CONSULTANT as a direct result of termination. If termination is due to the fault of AIRPORT CONSULTANT, OWNER is not obligated to pay any fees or expenses which specifically arise from the items of fault. The failure or inability of John Anderson (former McCall Airport manager) to perform services under this agreement as an employee or contractor of Airport Consultant shall qualify as a substantial failure to perform under this agreement 12.0 SEPARABILITY. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be separable therefrom valid and binding upon the parties. One or more waivers by either party of any provision, term, condition, or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same. PROFESSIONAL SERVICES AGREEMENT I:105113\W Wiles\Continuing Services Agreement120120827 Agreement McCall Revised 8-2012.doc 3OF6 13.0 ACTS OF GOD. Neither party shall hold the other responsible for damages or delay in performance caused by Acts of God, strikes, lockouts, accidents, or other events beyond the control of the other's employees and agents. 14.0 AMENDMENTS. This Agreement shall not be amended without the written consent of both parties. 15.0 CHOICE OF LAW. This Agreement shall be governed by the laws of the State of Idaho as the same may be amended from and after the date of this contract. 16.0 LITIGATION. Should litigation or arbitration occur between the two parties relating to the provisions of this Agreement, all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorney fees incurred by the prevailing party shall be paid by the non -prevailing party. 17.0 EXTENT OF AGREEMENT. This Agreement represents the entire agreement between OWNER and AIRPORT CONSULTANT and supersedes all prior negotiations, representations or agreement with the exception of prior Agreements relating to AIP eligible project specific services. 18.0 LIMITATION OF LIABILITY. OWNER recognizes that the AIRPORT CONSULTANT's fees include allowance for funding a variety of risks which affect the AIRPORT CONSULTANT by virtue of agreeing to perform services on OWNER's behalf. One of these risks stems from the AIRPORT CONSULTANT's potential for human error. In order for OWNER to obtain the benefits of a fee which includes a lesser allowance for risk funding, OWNER agrees to limit the AIRPORT CONSULTANT's liability to OWNER and all construction contractors arising from the AIRPORT CONSULTANT's professional acts, errors or omissions, such that the total aggregate liability of the AIRPORT CONSULTANT to all those named shall not exceed $500,000 or the AIRPORT CONSULTANT's total fee for the services rendered 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 portion of work only. 19.0 INSURANCE. 18.1 The AIRPORT CONSULTANT shall acquire and maintain statutory workmen's compensation insurance coverage, employer's liability and comprehensive general liability insurance coverage with a combined single limit for property damage and liability of One Million Dollars ($1,000,000.00). The AIRPORT CONSULTANT shall acquire and maintain Professional Liability Insurance of not less than the amount of Five Hundred Thousand Dollars ($500,000.00). 18.2 AIRPORT CONSULTANT shall indemnify and hold harmless the OWNER from all claims and costs of defense of said claims, including attorneys fees, arising from the employment of the AIRPORT CONSULTANT under this contract that are attributable solely to the fault of the AIRPORT CONSULTANT. The OWNER will indemnify and hold armless AIRPORT CONSULTANT from any and all claims arising under the performance of this contract which are attributable solely to the fault of the OWNER. PROFESSIONAL SERVICES AGREEMENT 1:1051131W PfileslContinuing Services Agreement120120827 Agreement McCall Revised 8.2012.doc 4OF6 T-O ENGINEERS, INC. DATE: 8- Z 7 •Zo f Z By: William H. ussell, President STATE OF IDAHO ) ) ss: County of Ada ) /1 On this .77*'day of da+yvb-f , 2012, before me, a Notary Public, in and for said State, personally appeared W illiafn H. Russell, known or proved to me to be the person whose name is subscribed to the within and foregoing instrument, and acknowledged to me that he executed the same. WHEREFORE, I have set my$j•Aucj*and affixed my official_seat and ear in this certificate first above written. ,'0 gvf4cx,,,' .�''•,� �1- . '*-. y ^ • Notarryy Public for Idaho Residing at (-WA Lao", My Commission Expires t: DATE: 3/A lam_ STATE OF IDAHO ) ) ss: County of Valley ) On this 3( day of LAA° _ i� 2012 before me, a Notary Public, in and for said State, personally appeared oo. . .t�0.u�2 , known or proved to me to be I,ita r of the City of McCall that exiecuted the within and foregoing instrument, and acknowledged to me that the City of McCall executed the same. WHEREFORE, I have set my hand and affixed my official se first above written. 0. .Wq n///',,� ,/� .,`°TAR'•• :• Residing at /"`'Q y• .� PROFESSIONAL SERVIC S ��AENI _ I:\051131WPfiles\Continuing Services AgreemeN2012 2Aireement McC Il�isjil 8-21�.doc ; ti 9 (j 1.E •: �.................... F 10 [�,. ��rlrtltHtit��P�� `\ d year in thi ertificate is for Idaho 5OF6 My Commission Expires 5 ( � 1 iq EXHIBIT "A" FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective April 1, 2012 I. PERSONNEL Principal /Project Manager $135.00 - $180.00 /hour Senior Engineer $135.00 - $180.00 /hour Project Manager $110.00 - $155.00 /hour Project Engineer/Engineer $85.00 - $110.00 /hour Construction Manager $85.00 - $115.00 /hour Inspector/Technician $60.00 - $85.00 /hour Engineer -In -Training $70.00 - $85.00 /hour Information Technology $70.00 - $90.00 /hour Administrative & Clerical $45.00 - $80.00 /hour II. SURVEYING Survey Manager $105.00 - $130.00 /hour Surveyor $95.00 - $105.00 /hour Survey Crew Chief $70.00 - $95.00 /hour Survey Technician $60.00 - $75.00 /hour III. COMPUTER HARDWARE & SOFTWARE Total Station $10.00 /hour Drill and Generator $80.00 /day GPS, Robotics $55.00 /hour Property Database Research $50.00 /hour CADD and Other Technical Uses $5.00 /hour IV. REPRODUCTION In -House Reproduction Hourly Labor Rates Apply Outside Reproduction Actual Cost + 10% V. VEHICLE MILEAGE Fleet Vehicle 0.55 /mile Survey Vehicle 0.65 /mile ATV Vehicle 5.00 /hour VI. OTHER DIRECT CHARGES Direct costs for material or services incurred for the project Actual Cost + 10% Notes: 1. When employees perform work that requires overtime, the billing rate for that overtime work will be increased to 130% of the rate established above. Overtime shall be defined as any work required of an employee in excess of 8 hours per day, work during Saturdays, Sundays and during national holidays. 2. This fee schedule is subject to periodic adjustment. © 2012 T-O Engineers, Inc. This instrument is the property of T-0 Engineers, Inc. Any reproduction, reuse or modification of this instrument or its contents without specific written permission of T-0 Engineers, Inc. is strictly prohibited. PROFESSIONAL SERVICES AGREEMENT 1:1051131WPfiles1Continuing Services Agreement\20120827 Agreement McCall Revised 8-2012.doc 6OF6 PROFESSIONAL SERVICES AGREEMENT I:\05113MPtiles\Continuing Services Agreemen020120827 Agreement McCall Revised 8-2012.doc 7OF6 August 27, 2012 Bessie Jo Wagner City Clerk City of McCall 216 E. Park St. McCall, ID 83638 RE: Agreement for General Airport Consulting Services Bessie Jo: T•O ENGINEERS ECEOVIE AUG 2 9 2012 D Attached are two signed and notarized copies of the amended agreement. We have added the sentence to Paragraph 11 that City Council requested and changed the date to end on August 31, 2013. Please have the Mayor sign both copies and return one fully executed copies to T-0 Engineers, 9777 Chinden Blvd., Boise, ID 83714. Thank you for your assistance in getting this done, and I look forward to working with you on many more ite,[ns as time goes on. Jo` Anderson, �fi.A.E. AA�� . rt Consultant T•G ENGINEERS 9777 Chinden Blvd Boise, Idaho 83714 Phone (208) 323-2288 Cell (208) 867-2371 Fax: (208) 323-2399 9777 Chinden Boulevard Boise, ID 83714 Phone (208) 323-2288 Fax (208) 323-2399 info@to-engineers.com to-engineers.com