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HomeMy Public PortalAbout2018.10.04 T-O Engineers Inc Agreement for Professional ServicesT-O ENGINEERS, INC. AGREEMENT FOR PROFESSIONAL SERVICES T-O Engineers, Inc. Project Number: 180357 Date: October 4, 2018 THIS AGREEMENT is between the City of McCall, Idaho, hereinafter referred to as "Client" and T-O Engineers, Inc., an Idaho Corporation, hereinafter referred to as "Consultant". The Client and Consultant in consideration of their mutual covenants herein contract and agree as follows: The Client intends to relocate Parallel Taxiway "A" at the McCall Municipal Airport, hereinafter referred to as the "Project". This agreement is intended for design formulation tasks only. A) CLIENT INFORMATION AND RESPONSIBILITIES 1. The Client shall timely provide to Consultant a complete description of the Project including: Client's requirements for the Project, objectives and constraints, capacity and performance requirements, flexibility and expandability needs, any budgetary limitations, and all design and construction criteria which Client requires be incorporated into the Project. 2. Client shall timely provide to Consultant all associated or applicable project information including: data and documents prepared by others, soil and subsurface explorations, hydrologic information, laboratory tests, inspection reports, environmental assessments, title reports, records of survey, warranty deeds, and land use restrictions, all of which Consultant may use and rely upon, without liability, in performing services under this Agreement. 3. The Client shall timely obtain permission for Consultant to enter upon public and private property as required for Consultant to perform services under this Agreement. B) SERVICES TO BE PERFORMED BY CONSULTANT Consultant shall provide the following generally described services under this Agreement: See attached Exhibit A, "Description of Professional Services", generally referred to as the scope of work. C) BASIS OF FEE AND BILLING SCHEDULE The Client shall timely pay Consultant for services set forth, provided and authorized under this Agreement. Client shall timely pay Consultant for services authorized by written amendment to this Agreement. Fees shall be based on hourly charges and direct expenses during the performance of work described in the scope of work. Hourly charges shall be based on the hourly billing rates for employee classification as shown on the attached Exhibit B, "Functional Fee Schedule". Direct expenses are the sum of all expenditures attributable to the Project that are not labor charges, including subconsultant fees. Fees for tasks defined in the scope of work shall be determined using the following method: 1. Not to Exceed Amount: The fee for Tasks 1 through 4 of the attached Exhibit A, "Description of Professional Services" shall not exceed $75,255.00. SERVICE AGREEMENT, 1 OF 12 Revised 2017 CITY OF McCALL, IDAHO TERMS AND CONDITIONS 1) GENERAL a. Consultant shall provide professional services for the Client on the Project described in this Agreement. These services shall be performed in accordance with generally accepted professional practices and standards of care and skill ordinarily used in Consultants profession under similar circumstances. Consultant makes no warranty, either expressed or implied, as to performance of professional services. b. Consultant shall not be responsible for acts or omissions of any other party involved in the Project. c. Consultant has not been retained to supervise, direct or have control over the work of any construction contractor or their subcontractor or supplier, hereinafter referred to collectively as "Contractor". Consultant does not have authority over, or responsibility for: Contractor's means, methods, techniques, sequences or procedures of construction, safety precautions and programs incident to the work of Contractor, or for any failure of Contractor to comply with applicable laws and regulations. d. Consultant can neither guarantee the performance of any Contractor nor assume responsibility for Contractor's failure to furnish and • perform work in accordance with any construction contract documents or recommendations issued by Consultant. e. The Client understands and agrees that subsurface and soils characteristics may vary greatly between successive test points and sample intervals. Consultant makes no warranties, expressed or implied, as to the services or data furnished by professionals providing soils, testing or geotechnical advice. 2) OPINIONS OF COST a. Consultant may be asked to provide opinions of probable construction or Project costs as part of the professional services under this Agreement. The Client understands and agrees that: Consultant has no control over the cost of labor or materials furnished by others or market conditions, Consultants opinions of probable cost are based on Consultant's experience and judgment, Consultant does not guarantee or warrant that bids or estimates prepared by Contractors will not deviate from opinions of probable cost provided by Consultant, and Consultant is not responsible for variations between actual construction bids or costs and Consultants opinions regarding probable construction costs. 3) REUSE AND OWNERSHIP OF DOCUMENTS a. All work product including documents prepared by the Consultant under this Agreement are proprietary instruments of the Consultants professional service and shall remain the sole property of the Consultant and no work product shall be used or reused by the Client other than for the construction, operation and maintenance of the Project, without specific prior written permission of Consultant. b. Client agrees that: authorized use of Consultants work product on the Project is subject to full payment for Consultants services related to preparation of the product, work product is not suitable for use on the Project unless completed by the Consultant for the specific purpose intended, and any other use of Consultants work product by Client will be at Clients sole risk without liability of Consultant. c. The Client shall timely pay, assume, defend, indemnify and hold Consultant harmless from any claims, damages, losses and expenses, including attorneys fees, arising from unauthorized reuse of all work product prepared by Consultant. 4) GOVERNING LAW a. The laws of the State of Idaho shall govern the validity of this Agreement, its interpretation and performance, and all remedies for breach of contract or any other claims related to this Agreement. 5) SUCCESSORS AND ASSIGNS a. Client and Consultant are hereby bound, and their partners, successors, executors, administrators and legal representatives are likewise bound, to the other party to this Agreement, in respect of all covenants, agreements and obligations of this Agreement. . . b. Neither Client nor Consultant may assign or transfer any rights, duties or responsibilities under this Agreement without prior written consent of the other party. c. Nothing under this Agreement shall be construed to provide any rights or benefits in this Agreement to anyone other than Client and Consultant, and all duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of Client and Consultant and not for the benefit of any other party. SERVICE AGREEMENT, 2 OF 12 Revised 2017 CITY OF McCALL, IDAHO 6) TIMES OF PAYMENTS a. Consultant shall submit monthly invoices for services rendered and for direct expenses incurred. Client shall timely make monthly payments. Invoices are due and payable within thirty (30) days of the date of the invoice. b. All account balances not paid in full within thirty (30) days of the date when first invoiced are overdue and subject to interest at the rate of twelve (12) percent (%) per annum compounded monthly from the date when first invoiced until paid in full. Any payments received shall be credited first to accrued interest and then to principal. c. All fees and costs incurred by Consultant to collect overdue account balances shall be added to the account balance. 7) SUSPENSION OR TERMINATION a. Consultant may, at its sole discretion, after giving seven (7) days written notice to Client, suspend or terminate service if undisputed charges are not paid within forty-five (45) days of receipt of Consultant's invoice and Client hereby waives any claim against Consultant, and shall timely pay, assume, defend, indemnify, and hold Consultant harmless from and against any claims arising from Consultants suspension or termination of services due to Clients failure to make timely payment. b. Any charges in dispute shall be called to Consultants attention, in writing, within ten (10) days of receipt of Consultants invoice, and Client and Consultant shall work together in good faith to resolve any such disputes. If Client and Consultant are unable to resolve said disputes within twenty (20) days, Consultant may suspend or terminate service. c. The obligation to perform under this Agreement may be terminated by either party upon thirty (30) days written notice. Such termination shall be based upon substantial lack of performance by the other party under the Terms and Conditions of this Agreement. d. Consultant may terminate services under this agreement upon seven (7) days written notice if Client requires or demands that Consultant perform services in conflict with Consultants professional responsibilities and Client hereby waives any and all claims against Consultant for such termination. e. If this Agreement is terminated by either party, Consultant shall be timely paid for services rendered and for direct expenses incurred to the date of such termination plus close-out or suspension costs including but not limited to document management, rescheduling or re -assignment of personnel, and documentation as to status of work tasks. 8) RISK ALLOCATION AND REMEDY a. To the fullest extent permitted by law, Consultants total liability to Client, and anyone claiming through or under Client, for any and all injuries, claims, losses, expenses, damages, or claimed expenses arising out of this Agreement, or in any way related to the Project, from any cause(s) shall not exceed $25,000 or the total compensation received by Consultant under this Agreement, whichever is greater. Such causes include but are not limited to Consultants negligence, errors, omissions, strict liability, or breach of contract. b. To the fullest extent permitted by law, the Client and Consultant hereby waive any and all claims for special, incidental, indirect or consequential damages arising out of or in any way related to the Project. c. Client and Consultant hereby contract and agree that any and all demands, mediation, arbitration, or lawsuits brought to enforce this Service Agreement shall be brought only against the parties hereto and shall not be brought individually against any shareholders, members, employees, directors, officers, partners, or agents of either of the parties to this Service Agreement. Client and Consultant further contract and agree that no rights, claims, or benefits shall arise or accrue to any party or entity not an express party to this Service Agreement, without the express written consent of both of the parties hereto. 9) HAZARDOUS ENVIRONMENTAL CONDITIONS OR MATERIALS a. Consultants services exclude any services related to hazardous materials or a hazardous environmental condition, including hazardous materials as defined by federal, state and local law. Discovery of hazardous materials after the date of execution of this Agreement mandates renegotiation of Consultants scope of work or suspension or termination of services. b. The Client hereby waives any claim against Consultant, and shall timely pay, assume, defend, indemnify, and hold Consultant harmless from any. claim or liability for injury, loss, damages or expenses arising from hazardous materials. SERVICE AGREEMENT, 3 OF 12 Revised 2017 CITY OF McCALL, IDAHO 10) DISPUTE RESOLUTION All claims or disputes arising out of this Agreement shall first be addressed through non -binding mediation and no litigation or arbitration shall occur unless said mediation is unsuccessful in resolving any such claims or disputes. 11) RECOVERY OF DISPUTE RESOLUTION COSTS a. In the event that legal action is brought by either party against the other, the prevailing party shall be timely reimbursed by the other party for the prevailing party's legal costs, in addition to whatever other judgments or settlement sums, if any, may be due. Such legal costs shall include, but not be limited to, reasonable attorneys fees, court costs, expert witness fees and other documented expenses, as well as the value of time spent by the prevailing party and its employees in defense of the legal action, including researching the issues in question, discussing matters with attorneys and others, preparing for depositions and hearings, responding to interrogatories and requests for production of documents, and so on. b. The value of time spent and the expenses incurred shall, on Consultants part, be computed based upon Consultants prevailing fee schedule and expense reimbursement policy. The following Terms 12 through 30 are federally mandated contract provisions. These provisions are included, as it is anticipated federal funds will be used for Project(s) covered by this agreement. 12) TERMINATION OF CONTRACT (2 CFR § 200 Appendix II (B)) . • Termination for Convenience (Professional Services) The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non -performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. Termination for Default (Professional Services) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non -performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as SERVICE AGREEMENT, 4 OF 12 Revised 2017 CITY OF McCALL, IDAHO a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner's breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 13) TITLE VI CLAUSES FOR COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS (49 USC § 47123 AND FAA ORDER 1400.11) 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 (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will 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 will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 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 will be notified by the contractor of the contractors obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will 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 to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. Sanctions for Noncompliance: In the event of a contractors noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the contractor under the contract until the contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the SERVICE AGREEMENT, 5 OF 12 Revised 2017 CITY OF McCALL, IDAHO contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Authorities: During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor') agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally -Assisted Programs of The Department of Transportation -Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, _coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of -public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). SERVICE AGREEMENT, 6 OF 12 Revised 2017 CITY OF McCALL, IDAHO 14) GENERAL CIVIL RIGHTS PROVISIONS (49 USC § 47123) The contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractor and subtier contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required ofTitleVI of the Civil Rights Act of 1964. 15) 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. 16) LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (31 USC § 1352 Byrd Anti -Lobbying Amendment, 2 CFR Part 200, Appendix II(J), 29 USC § 201, et seq.) . The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (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 this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 17) ACCESS TO RECORDS AND REPORTS (2 CFR § 200.333, 2 CFR § 200.336, FAA ORDER 5100.38) 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 contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and. SERVICE AGREEMENT, 7 OF 12 Revised 2017 CITY OF McCALL, IDAHO 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. 18) BREACH OF CONTRACT TERMS (2 CFR § 200 APPENDIX II(A)) Any violation or breach of terms of this contract on the part of the contractor or its 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. Owner will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to terminate the contract. The Owner's notice will identify a specific date by which the Contractor must correct the breach. Owner may proceed with termination of the contract if the Contractor fails to correct the breach by deadline indicated in the Owner's notice. The duties and obligations imposed by the Contract Documents andthe rights and remedies available thereunder are in' addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. 19) RIGHTS TO INVENTIONS (2 CFR § 200 APPENDIX !I(F), 37 CFR § 401) Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Owner in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in . the 37 CFR §401.14. Contractor must include this requirement in all sub -tier contracts involving experimental, developmental or research work. 20) TRADE RESTRICTION CERTIFICATION (49 USC § 50104, 49 CFR Part 30) By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror - 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 -as published by the Office of the United States Trade Representative (U.S.T.R.); 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 included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and c. has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. 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. The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: SERVICE AGREEMENT, 8 OF 12 Revised 2017 CITY OF McCALL, IDAHO (1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or (2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or (3) list; who incorporates in the public works project any product of a foreign country on such U.S.T.R. 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. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in in all lower tier subcontracts. The contractor may rely on the certificationof a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. 21) DEBARMENT AND SUSPENSION (2 CFR Part 180 (Subpart C), 2 CFR Part 1200, DOT Order 4200.5) This requirement applies to covered transactions, which are defined in 2 CFR part 180. AIP funded contracts are non -procurement transactions, as defined by §180.970. Covered transactions include any AIP-funded contract, regardless of tier, that is awarded by a contractor, subcontractor, supplier, consultant, or its agent or representative in any transaction, if the amount of the contract is expected to equal or exceed $25,000. This includes contracts associated with land acquisition projects. Certification of Offeror/Bidder Regarding Debarment By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. Certification of Lower Tier Contractors Regarding Debarment The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at website: http://www.sam.gov 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non -compliant participant. SERVICE AGREEMENT, 9 OF 12 • Revised 2017 CITY OF McCALL, IDAHO 22) ENERGY CONSERVATION REQUIREMENTS (2 CFR § 200, APPENDIX II(H)) Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq.). 23) FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) (29 USC § 201, et seq.) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if givenin full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor — Wage and Hour Division. 24) OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (20 CFR Part 1910) All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Contractor retains fullresponsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor — Occupational Safety and Health Administration. 25) VETERAN'S PREFERENCE (20 CFR Part 1910) In the employment of labor. (excluding executive, administrative, and supervisory positions), the contractor and all sub -tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam -era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. 26) SEISMIC SAFETY (49 CFR Part 41) The contractor agrees to ensure that all work performed under this contract, including work performed by subcontractors, conforms to a building code standard that provides a level of seismic safety substantially equivalent to standards established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. 27) DISTRACTED DRIVING (TEXTING WHILE DRIVING) (Executive Order 13513, DOT Order 3902.10) In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 "Text Messaging While Driving" (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub- g rant. In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub -tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. 28) CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS (2 CFR § 200 APPENDIX II(E)) SERVICE AGREEMENT, 10 OF 12 Revised 2017 CITY OF McCALL, IDAHO 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) of this clause, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration (FAA) or the OWner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any_ moneys payable on account of work performed by the contractor or'subcohtractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as -provided in the clause set forth in paragraph 2 of this clause. 4. Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs'(1) through (4) of this clause. 29) CLEAN AIR AND WATER POLLUTION CONTROL (2 CFR § 200 APPENDIX II(G)) Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this. requirement in all subcontracts that exceeds $150,000. End of federally mandated contract provisions. SERVICE AGREEMENT, 11 OF 12 Revised 2017 CITY OF McCALL, IDAHO 30) EXTENT OF AGREEMENT AND AMENDMENTS a. This Agreement, including any attachments and the Terms and Conditions, represents the entire agreement between the Client and Consultant and supersedes all prior negotiations, representations or agreements, written or oral. . b. Client may furnish to Consultant a signed copy of this Agreement by scanned or facsimile media and Consultant may rely upon the authority of such media. c. A signed Agreement constitutes a notice to proceed in the absence of any written directive otherwise from Client. d. This Agreement may be amended only by written instrument duly executed by both Client and Consultant. For purposes of signatures on any amendments, Client and Consultant agree that e-mail directives, or scanned or faxed signatures are acceptable and that each party may rely upon the authorityof such communications. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CLIENT: CITY OF McCALL T-O ENGINEERS, INC. ADDRESS: 216 E. PARK ST. 2471 S. TITANIUM PLACE, McCALL, ID 83638 MERIDIAN, IDAHO 83642 BY: Jackie J. Aymon TITLE: Mayor SIGNATURE: DATE: (3_ petoht)A- as, aolg BY: Reeh— GC-C^). Friexii_s_U12 C4. 1 SIGNATURE:c/`� DATE: i1 S-78 SERVICE AGREEMENT, 12 OF 12 Revised 2017 CITY OF McCALL, IDAHO EXHIBIT A DESCRIPTION OF PROFESSIONAL SERVICES A. Scope of Services The City of McCall intends proceed with project formulation tasks related to relocation of Parallel Taxiway A at the McCall Municipal Airport. Client desires that Consultant perform the following formulation tasks related to the project. Fees associated with these work tasks are eligible for reimbursement in a future FAA/AIP grant anticipated for FY 2019. Task 1: Boundary Survey This task includes boundary survey and monumentation of property corners of land recently acquired by the City of McCall for relocation of Parallel Taxiway A. Survey will be based on legal descriptions prepared by T-O Engineers and for land acquisition. See attached Airport Survey Scope of Work. Anticipated Fee: $12,650.00 Task 2: Topographic Survey This task includes site topographic survey of land acquired for relocation of Parallel Taxiway A, the existing parallel taxiway and other areas impacted by construction. Survey is necessary for preparation of design plans related to relocation of Parallel Taxiway A. See attached Airport Survey Scope of Work. Anticipated Fee: $38,905.00 Task 3: Geotechnical Investigation This task includes retaining a geotechnical subconsultant to obtain up to twelve (12) test borings along the proposed alignment of Parallel Taxiway A, up to six (6) asphalt cores along the existing parallel taxiway alignment, up to four (4) test borings at locations of proposed connecting taxiways and one infiltration test at the site of the proposed stormwater detention basin. Boring is necessary to evaluate condition of the native soils along the proposed alignment of relocated Parallel Taxiway A as well as the existing parallel taxiway pavement section and underlying base materials. Infiltration testing is necessary to determine the infiltration rate of the native soils in the area of the relocated detention basin. See attached Airport Geotechnical Investigation Scope of Work. Anticipated Fee: $16,800.00 Task 4: Wildlife Hazard Site Visit This task includes a Wildlife Hazard Site Visit (WHSV) for the McCall Municipal Airport to assess the impact of wildlife on the airport. Tasks associated with the WHSV include collection of information about the airport and surrounding area, field observation of wildlife and attractants in the immediate vicinity of the airport and a.final report with recommendations for mitigation of wildlife attractants. The WHSV is an FAA requirement per AC 150/5200-36A and is necessary for funding construction of wildlife resistant fencing as part of the project. Anticipated Fee: $6,900.00 Total, Tasks_1 through 4: $75,255.00 B. Exclusions to Scope of Services The following items are not included in the authorized Scope of Services at this time: • Services related to detailed design of project improvements • Plans, specifications and other contract documents • Services related to project bidding and construction • Other services not authorized by Client. EXHIBIT A, 1 OF 1 CITY OF McCALL, IDAHO EXHIBIT "B" FUNCTIONAL FEE SCHEDULE PROFESSIONAL SERVICES Effective March 1, 2018 I. PERSONNEL Principal / Project Manager $170.00 - $225.00 /hour Project Manager $140.00 - $200.00 /hour Construction Manager $115.00 - $145.00 /hour Project Engineer $100.00 - $140.00 /hour Staff Engineer $80.00 - $110.00 /hour Inspector/Technician $65.00 - $115.00 /hour Information Technology $60.00 - $100.00 /hour Administrative $50.00 - $110.00 /hour II. LANDSCAPE ARCHITECT Landscape Architect $95.00 - $120.00 /hour III. SURVEYING Survey Manager $135.00 - $160.00 /hour Staff Surveyor $80.00 - $90.00 /hour Survey Technician $50.00 - $95.00 /hour IV. 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 V. REPRODUCTION In -House Reproduction Hourly Labor Rates Apply Outside Reproduction Actual Cost + 10% VI. MILEAGE Vehicle 0.55 - 0.65 /mile ATV Vehicle 5.00 /hour VII. 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 40 hours per week. 2. This fee schedule is subject to periodic adjustment. © 2018 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. 'TO T-O ENGINEERS 1998 IN: JUDITH LANE BOISE, IDAHO 83705 PHONE:.(208) 433-1900: FAX: (208) 433-1901 TO: BessieJo Wagner City Clerk City .of McCall 216 East: Park Street McCall; ID83638 . WE ARE SENDING Shop drawings Copy of letter, Attached. Prints Change . LETTER 9F.TRANSkinTAL. Date November 5, 2018 . Job No.: 180357-90-300 ATTENTION BessieJo Wagner RE:: McCall Municipal Airport Relocate Parallel Taxiway "A" Formulation Agreement Under cover Plans separate - Samples the following Specifications • COPIES. DATE.: NO; . DESCRIPTION. 1 -.:: 11/5/18 T-0 Engineers Agreement for. Professional Services :: . THESE ARE TRANSMITTED as checked below For approval Approved as submitted For your use As requested For review comment . FOR BIDS DUE Approved as noted n Returned for corrections Resubmit Submit Return copies: for approval copies for distribution corrected prints RETURNED AFTER LOAN TO US REMARKS: BessieJo, Attached is an - original signed : copy .of the T70 Engineers. Agreement for Professional Services for the upcoming parallel taxiway relocation project. Please retain for your records. Thank you for the opportunity to work with you and the City on this upcoming project. Please contact me if you have any questions. Regards, COPY TO:. file Kevin R. Bissell, PE If enclosures are not as noted, kindly notify us at once.