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HomeMy Public PortalAboutArdurra Engineers Prof Svcs ContractAGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES BETWEEN THE CITY OF McCALL (OWNER) McCALL, IDAHO AND T-O ENGINEERS, INC. (AIRPORT CONSULTANT) BOISE, IDAHO Revised: December 2015 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 management, 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 necessary qualifications and experience to provide airport management, planning and development consulting 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 tasks 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 anticipated tasks that OWNER may request AIRPORT CONSULTANT to provide pursuant to this Agreement. AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 1 OF 7 December 2015 2.0 FEE. In consideration for the services described hereinabove, the OWNER agrees to pay to AIRPORT CONSULTANT a retainer fee payable as follows: One Thousand Two Hundred Dollars ($1,200.00) per month, commencing the 1st day of January, 2016. 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 March 1, 2015 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 six (6) meetings of the Airport Advisory Committee by an Airport Engineer and participation in two (2) meetings by an Airport Management Consultant. AIRPORT CONSULTANT also has assumed an average of two (2) hours per month of technical support to the Airport by an Airport Engineer and two (2) 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 one hundred forty (140) hours to fulfill the intent of this Agreement. AIRPORT CONSULTANT agrees to keep time, materials, and expense records of their services based upon AIRPORT CONSULTANT's Prevailing Functional Fee Schedule, dated March 1, 2015 identified as Exhibit A, attached hereto, 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 January 1, 2016 hereof, and shall, except as hereinafter provided, extend for a period of twelve (12) months through December 31, 2016. 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 CONSULTANT' statement therefore, the amounts due AIRPORT CONSULTANT may include a charge at the rate of one percent (1 %) 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 AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 2 OF 7 December 2015 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 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 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, their 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 Neither AIRPORT 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 FAA Airport Improvement Program (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. 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. AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 3 OF 7 December 2015 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, but only to the extent allowed by Idaho law, OWNER agrees to limit the AIRPORT CONSULTANT'S liability to OWNER arising from the AIRPORT CONSULTANT's professional acts, errors or omissions in the performance of this Agreement as outlined in Attachment 1, 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 under this Agreement as outlined in Attachment 1, 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. In the event that additional services are required under 7.0 above, the limitation of liability for each specific project will be a negotiated term for the agreement for those services. 19.0 INSURANCE. 19.1 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). 19.2 AIRPORT CONSULTANT shall indemnify and hold harmless the OWNER from all claims and costs of defense of said claims, including attorney's 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. AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 4 OF 7 December 2015 DATE: 12-7- 2.0b B TKO ENGINEERS, INC. William H. Russell, President STATE OF IDAHO ) ) ss: County of Ada ) /1 On this 74- day of tke.»ju- , 2015, before me, a Notary Public, in and for said State, personally appeared William 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 mXiondenstaffixed my official seal first above written. >*.� STEez. �• DATE: e da ;year in this certificate r Notary Public for Idaho Residing at 4/A- Cad., 6- My Commission Expires io/IdA7 CITY OF McCALL STATE OF IDAHO ) ) ss: County of Valley ) On this a5 day ofSlimta , 2014 before me, a Notary Public, in and for said State, personally appeared , k i rkvirNi , known or proved to me to be Pl mf of the City of McCall that executed 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 o , icial sed year in this certif ate first above written. `�� ttultimi i, t g1EJO ►' r,tiot ii \ �V .gipTg9 SAP ei Z. �.Vesidin r. sA 8 � s L•._ at My Commission Expires AGREEMENT FOR GENERgigeCONSULTING SERVICES December 2015 5 OF 7 EXHIBIT "A" FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective March 1, 2015 I. PERSONNEL Principal /Project Manager $150.00 - $210.00 /hour Project Manager $120.00 - $160.00 /hour Project Engineer/Engineer $95.00 - $125.00 /hour Construction Manager $90.00 - $125.00 /hour Inspector/Technician $70.00 - $95.00 /hour Engineer Intern $70.00 - $95.00 /hour Information Technology $80.00 - $100.00 /hour Administrative & Clerical $45.00 - $85.00 /hour II. SURVEYING Survey Manager $120.00 - $140.00 /hour Surveyor $75.00 - $110.00 /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 Vehicle 0.55 - 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. © 2015 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. AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 6 OF 7 December 2015 ATTACHMENT 1 ANTICIPATED TASKS — McCALL MUNICIPAL AIRPORT • Meeting Attendance: Attendance at meetings of the Airport Advisory Committee as outlined in Section 3.0 BASIS OF FEE. • Technical Support: Technical support for issues related airport operations as outlined in Section 3.0 BASIS OF FEE. • Pavement Rehabilitation: Advise airport staff on methods and products associated with rehabilitation and repair of various airport pavements. • Hangar Planning and Review: Assist the airport with planning and review of future hangar development. • FAA Form 7460: Assist the airport with completion and filing of the FAA form 7460, "Notice of Proposed Construction or Alteration" in relation to new hangar development. • General Planning Assistance: Assist airport staff with FAA policies and procedures and issues related to general airport planning. • General Airport Management Assistance: Assist airport staff with airport lease issues, annual hangar billing questions and other revenue and billing questions. Also assist with airport management issues such as policy development, Disadvantaged Business Enterprise (DBE) and Safety Management System (SMS). AGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES 7 OF 7 December 2015