HomeMy Public PortalAbout2005.08.16 T-O Engineers Consulting AgrmtAGREEMENT FOR GENERAL AIRPORT CONSULTING SERVICES
BETWEEN
THE CITY OF McCALL (OWNER)
McCALL, IDAHO
AND
TOOTHMAN-ORTON ENGINEERING COMPANY (AIRPORT CONSULTANT)
BOISE, IDAHO
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,
Toothman-Orton Engineering Company 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, Toothman-Orton Engineering Company 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 several such tasks that OWNER may request AIRPORT
CONSULTANT to provide pursuant to this Agreement.
2.0 FEE. In consideration for the services described hereinabove, the OWNER agrees to pay to
AIRPORT CONSULTANT a retainer fee payable as follows: Nine Hundred Dollars ($900.00) per
month, commencing the 1 st day of September, 2005. 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
PROFESSIONAL SERVICES AGREEMENT 2 OF 6
basis in accordance with the attached Prevailing Functional Fee Schedule, dated March 22, 2005
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
a Senior Airport Engineer. AIRPORT CONSULTANT also has assumed an average of four (4)
hours per month of technical support to the Airport by an Airport Engineer and one (1) hour per
month by a Senior Airport Engineer.
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 (100) hours of Project Engineer time to fulfill the
intent of this Agreement. Above man-hour estimate to include attendance at up to ten (10) regular
and two (2) special meetings. AIRPORT CONSULTANT agrees to keep time, materials, and
expense records of his services based upon AIRPORT CONSULTANT's 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, 2005 hereof, and shall, except as
hereinafter provided, extend for a period through September 30, 2006.
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's statement therefor, 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 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
PROFESSIONAL SERVICES AGREEMENT 3 OF 6
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 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.
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.
PROFESSIONAL SERVICES AGREEMENT 4 OF 6
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, employers 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.
DATE: 2 ii215
STATE OF IDAHO )
) ss:
County of Ada )
-ORTON ENtEERING COMPANY
By:
Richard F. Orton, Jr., President
On this day of Ru s , 2005, before me, a Notary Public, in and for said State, personally
appeared Richard F. Orton�r., 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 hiwilsa dopiTjxed my official seal the day any year iyth. certificate first
above written. �s�.•�`t S AR gD •••l,-
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CITY OF McCALL
DATE: 119 - pi; By:
Title: Kirk Eimers, Mayor
STATE OF IDAHO )
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On this ) b{1'\ day of v5�5`� , 2005, before me, a Notary Public, in and for said State, personally
appeared KIRK EIMERS, known or proved to me to be MAYOR 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 official seal the day and year in this certificate first
above written.
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•
DAN IRWIN
NOTARY PUBLIC
STATE OF IDAHO
•
Notary Public for Idaho
Residing at f),,n,„, fly
My Commission Expires 9/,7 3 boilf
PROFESSIONAL SERVICES AGREEMENT 6 OF 6