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HomeMy WebLinkAboutCORRESPONDENCE - CONTRACT - AIRPORT PROCUREMENTAGREEMENT For Professional Services ti- THIS AGREEMENT ("Agreement") is made and entered into this - day of �e ki 2005, by and between the CITY OF LOVELAND, COLORADO, a home rule municipality ("Loveland"), the CITY OF FORT COLLINS, COLORADO, a home rule municipality ("Fort Collins") (Loveland and Fort Collins collectively referred to as "Owner"), and SHORT ELLIOTT HENDRICKSON INC. ("Consultant"). WHEREAS, Owner desires to retain the services of Consultant to complete an Independent Fee Estimate for Engineer and Construction Supervision Services for Ramp Construction and Security Access Control ("Project") as set forth in this Agreement; and WHEREAS, Consultant desires to provides those services to Owner. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. Owner agrees to retain Consultant to provide the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"), and Consultant agrees to so serve. Consultant warrants and represents that it has the requisite authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein. Owner reserves the right to omit any of the Services identified in Exhibit A upon written notice to Consultant. 2. Compensation. Owner agrees to pay Consultant a sum not to exceed Twenty-five Hundred Dollars ($2,500), as adjusted to reflect the omission by Owner of any of the Services set forth in Exhibit A. Owner shall make payment upon receipt and approval of invoices submitted by Consultant, which invoices shall be submitted to Owner not more frequently than monthly and which shall identify the specific Services performed for which payment is requested. 3. Term. The Term of this Agreement shall be from the date first written above until June 30, 2005, unless extended by written agreement of the parties. 4. Appropriation. The parties agree and acknowledge that this Agreement does not constitute a multiple fiscal year debt or financial obligation of Loveland or Fort Collins based on their ability to terminate this Agreement pursuant to "Termination," below. Consultant acknowledges that neither Loveland nor Fort Collins has promised to continue to budget funds beyond the current fiscal year and that Loveland and Fort Collins have and will pledge adequate cash reserves on a fiscal year -by -fiscal year basis. 5. Monitoring and Evaluation. Owner reserves the right to monitor and evaluate the progress and performance of Consultant to ensure that the terms of this Agreement are being satisfactorily met in accordance with Owner's and other applicable monitoring and evaluating Page I of 8 SCOPE OF SERVICES COMMERCIAL APRON EXPANSION FORT COLLINS-LOVELAND MUNICIPAL AIRPORT LOVELAND, COLORADO This is an Appendix attached to, made a part of and incorporated by reference with the Agreement between CH2M HILL, Inc. and The Cities of Fort Collins and Loveland dated 10-31-00 providing for professional services. For the remainder of this scope of services, Fort Collins -Loveland Municipal Airport is indicated as "Airport" and CH2M HILL, Inc. is indicated as "Engineer". PROJECT DESCRIPTION 1.1 General. The work will be performed and constructed under a Federal Aviation Administration (FAA) Airport Improvement Program (AIP) grant to the Airport. The work includes preparation of Contract Documents, Technical Specifications, Engineering Design Report and Construction Drawings to reconstruct and expand the existing commercial apron to accommodate two (2) Airplane Design Group III parking positions and one (1) temporary Airplane Design Group III parking position with hard stand. The completed documents will be advertised for bidding, bids will be collected and evaluated, and a recommendation of award will be provided for FAA and Airport acceptance. This project will consist of construction phasing, geometric layout, grading design, drainage design, pavement design, utility design, and airfield lighting design including apron floodlights. CRITERIA 2.1 Reference Information. The Airport will supply available information regarding existing underground utility lines and other subsurface structures. This information will be provided, where applicable, to the Engineer in electronic form. Airport will also make available for review previous studies addressing pavement, drainage, sub -surface and other issues deemed pertinent by the Engineer. The Engineer shall incorporate this information into the design to the extent possible. 2.2 Design Criteria. The Engineer shall develop the design to meet the latest Federal Aviation Administration (FAA) design criteria. Additionally, all improvements should be designed in accordance with AASHTO, CDOT standards, and other Authorities Having Jurisdiction (AHJ) as applicable. SCOPE OF SERVICES 3.1 Scope Development. The Engineer shall develop the project scope to ensure all necessary aspects of the project are included. The scope development task includes: 1. Preliminary Scope Development Meeting 2. Scope Development 3. Cost Proposal Development 4. Negotiations 5. Develop Contract Amendment FNL 12-28-04 APRON EXPANSION SOS (2).DOC 1 OF 10 3.2 Project Administration. The Engineer shall provide project management services to ensure the completion of the design within the conditions of this agreement. Internal management duties shall include: 1. Project Budget setup 2. Project Instructions 3. Health and Safety Plan 4. Weekly budget review/projections 5. Monthly Billing 6. Weekly internal meetings The Engineer shall conduct the following tasks: 3.2.1 Prepare, submit (for Airport acceptance), and maintain a design schedule detailing the Engineer's scheduled performance of the Work. See attached Preliminary Design Schedule. 3.2.2 Provide the Airport with a Monthly Progress Report, in writing, reporting on The Engineer's progress and any problems in performing the Work of which the Engineer becomes aware. The Monthly Progress Report shall include an update of the project schedule as described in Section 3.2.1, when schedule changes are expected. 3.2.3 Develop a Quality Control Plan (QCP) for the Project. The QCP shall include project milestone checking and peer review procedures at each phase of the project. 3.2.4 The Engineer shall provide coordination services required to enter into professional agreements with sub -consultants, process monthly invoicing, progress reporting and other associated duties. 3.2.4.1 The Engineer shall coordinate all work performed by sub -consultants. All sub -consultants shall be responsible to prepare and abide by a Field Health and Safety Plan and a Quality Management Plan for their technical work that is satisfactory to the Engineer. 3.3 Pre -Design Phase 3.3.1 Site Visit, Investigations and Data Collection. The Engineer shall: 3.3.1.1 Investigate and inventory existing conditions to determine scope of work and effects on design construction. It is estimated that one trip to the Airport will be necessary for two design team members. 3.3.1.2 Utility locates (potholing) shall not be performed under this scope of work. 3.3.2 The Engineer shall prepare an Environmental Checklist for this project. FNL 12-28-04 APRON EXPANSION SOS (2).DOC 2 OF 10 3.3.3 Geotechnical Investigation. The Engineer shall obtain the services of a local Geotechnical Engineering firm as a sub -consultant to perform soils/pavement testing and analysis of the existing commercial apron and surrounding area. 3.3.3.1 It is assumed that all geotechnical activities will be completed in uncontaminated soil. If, however, the geotechnical firm detects contamination (visual/ apparent), work will be halted and the Airport will be notified immediately. It is assumed that the Engineer will receive a change to scope and fee to provide for any additional monitoring, testing (including analytical), containment, disposal, and/or delays required/associated with any such contamination. 3.3.4 Topographical Survey. The Engineer shall obtain the services of a local surveying firm as a sub -consultant to conduct a topographic survey of the existing commercial apron and surrounding area. 3.4 Preliminary Analysis 3.4.1 Period of Service. The services called for in the Preliminary Analysis shall begin immediately following the Notice to Proceed. 3.4.1.1 The Engineer shall prepare conceptual geometric layouts for two (2) new apron -parking positions for Airplane Design Group III aircraft and one (1) temporary Airplane Design Group III parking position with hard stand. 3.4.1.2 The Engineer shall conduct preliminary grading analysis of the Commercial Apron Expansion based on the proposed geometry. 3.4.1.3 The Engineer shall prepare a conceptual level cost estimate for reconstruction and expansion of the Commercial Apron. 3.5 Preliminary Design Phase (30%) 3.5.1 Period of Service. The services called for in the 30% Design Phase shall begin immediately following the Preliminary Analysis. 3.5.2 Conduct horizontal geometric design. Design Aircraft shall be ARC C-III for horizontal clearances. Design criteria shall be in accordance with the FAA Advisory Circular 150/5300-13, "Airport Design." The Engineer shall conduct the following: 3.5.2.1 Evaluation of a new aircraft parking layout and apron edge Taxiway. 3.5.2.2 It is assumed that no new taxiway connections are required to access the new apron area. 3.5.3 Conduct Preliminary Grading Design Analysis. Design Aircraft shall be ARC C- III. Design criteria shall be in accordance with the FAA Advisory Circular 150/5300-13, "Airport Design." The Engineer shall prepare the grading design for the following locations: 3.5.3.1 Grading of new apron west of the existing apron pavements. FNL 12-28-04 APRON EXPANSION SOS (2).DOC 3 OF 10 3.5.3.2 Conduct Pavement Analysis. Pavement design shall be conducted in accordance with FAA design standards. The Engineer shall conduct the following: 3.5.3.2.1 Asphalt and Portland Cement Concrete pavement design for the new apron. Design shall be conducted for a 160,000-pound dual wheel gear MD-83. 3.5.3.2.2 Life cycle/economic analysis. The pavement design report will include a life cycle cost analysis. 3.5.3.2.3 Prepare FAA Pavement Design Form 5100-1 for inclusion in design report. 3.5.4 The Engineer shall conduct required analysis for the design of drainage improvements associated with the project in accordance with FAA, Larimer County, Urban Drainage and Flood Control District (UDFCD), and other Authorities Having Jurisdiction (AHJ) requirements. The work includes the following tasks: 3.5.4.1 Coordinate the drainage design with the Airport's Master Drainage Study being developed under the Airport Master Plan. 3.5.4.2 Evaluate the design for a new closed storm drainage system (inlets and connecting pipes) in the new apron area. 3.5.5 The Engineer shall analyze location of existing utilities and potential conflicts. No utility conflicts are anticipated. If conflicts are determined to exist, the scope and fee for design required to resolve the conflict will be negotiated separately. The following utilities are included in the analysis: Water, Power, Telephone, Storm, Existing Airport Infrastructure, and FAA Infrastructure. 3.5.5.1 The Engineer shall verify location of existing utilities based on record drawings from the Airport and the utility companies. No field investigation of utility locations is included in this scope. 3.5.6 Electrical Design. The Engineer shall conduct the following: 3.5.6.1 Design Taxiway edge lighting and retro-reflective marker layout for the new apron expansion. Design criteria shall be in accordance with the FAA Advisory Circular 150/5340-30. 3.5.6.2 Evaluate the existing apron flood lighting system. Provide electrical design for new fixtures and cable. The existing flood light poles are assumed to be in good condition and will not be replaced. 3.5.7 Layouts and Drawings. The Engineer shall prepare the necessary layouts and drawings to depict preliminary design efforts are listed below. 3.5.7.1 Civil (demolition, pavement, grading, drainage, phasing/staging and pavement marking), structural, and electrical and other preliminary FNL 12-28-04 APRON EXPANSION SOS (2).DOC 4 OF 10 drawings deemed necessary to describe each phase of the design. Drawings required to describe the design shall include: Cover Sheet (1 drawing) Construction Safety/Phasing Plan (1 drawing) Survey Control Plan (1 drawing) Erosion Control Plan and Details (1 drawing) Demolition Plan (1 drawing) Typical Sections (1 drawing) Paving Plan (2 drawings) Paving Details (1 drawing) Grading and Drainage Plan (1 drawing) Underdrain Plan (1 drawing) Underdrain Details (1 drawing) Temporary Pavement Marking Plan (1 drawing) Pavement Marking Plan (1 drawing) Edge Lighting and Reflector Plan (1 drawing) Flood Lighting Plan (1 drawing) Flood Lighting Details (2 drawings) Circuiting Plan (1 drawing) Total Drawings = 19 3.5.8 Estimates of Construction Costs 3.5.8.1 The Engineer shall prepare preliminary estimate of construction costs. 3.5.9 Engineering Design Report. The Engineer shall, in a narrative form, present findings of engineering studies representing approximately 30 percent design completion directed towards the Commercial Apron Expansion completion. This report shall document preliminary studies in areas such as data collection, grading, drainage, geometrics, utilities operational considerations, cost analyses and comparisons, pavement alternatives and recommendations, and construction phasing/staging as necessary. 3.5.10 Specifications 3.5.10.1 Prepare preliminary technical specifications for the Commercial Apron Expansion project. Advisory Circular 150/5370-10A, Standards for Specifying Construction of Airports, specifications shall be used. 3.5.10.2 Preliminary contracting documents. The Engineer shall prepare contract documents for the Commercial Apron Expansion project. The Engineer shall use contracting documents from previous projects prepared for the Airport by the Engineer as the basis for the Engineer's design and shall modify those documents as applicable for this project. Contracting documents shall describe the character and quality of the entire Project in its essentials as to kinds and locations of materials. Documents shall include the following: Invitation for Bids Instruction to Bidders and Bid Conditions FNL 12-28-04 APRON EXPANSION SOS (2).DOC 5 OF 10 Proposal Bid Deposit Restrictions on Federal Public Works Projects Nonsegregated Facilities Certification Bidder's Statement on Previous Contracts Subject to EEO Clause Disadvantaged Business Enterprise Utilization Letter of Intent Buy American Certificate Contract Agreement Performance and Payment Bonds Wage Rates FAA General Provisions FAA Special Provisions 3.5.11 Construction Operational Safety Plan (COSP). The Engineer shall prepare a COSP for the Commercial Apron Expansion project. 3.5.12 Internal Quality Control Review 3.5.12.1 The Engineer shall conduct an Internal Quality Control (QC) Review for the efforts performed in the 30% design phase. The Engineer shall assign individuals who have not worked on or played a significant role in the development of the preliminary design to conduct the QC. However, the individuals assigned to the Internal QC Review shall be thoroughly familiar with the intent of the design. A summary of findings from the QC review will be provided to the Airport for acceptance. 3.5.13 30% Complete Deliverables. The Engineer shall submit three (3) copies of the deliverables to the Airport. Deliverables include: Plans (11N17) Cost Estimate Engineering Design Report Contracting Documents and Technical Specifications Construction Operational Safety Plan 30% QC Review Summary 3.5.14 The Engineer shall conduct a Plan in Hand review meeting at 30% Complete with the Airport and FAA to solicit comments on design. The Airport will schedule an inspection of the project site with the Engineer and the FAA (if available) to review other elements of the design. 3.5.15 The Engineer shall develop and submit the Airport disadvantaged business enterprise (DBE) annual goals for the Commercial Apron Expansion project. 3.5.16 The Engineer shall develop and submit to the Airport one (1) airport improvement program (AIP) grant application for the Commercial Apron Expansion, Airfield Security Improvements, and a new ADA Ramp. The existing Exhibit "A" Property Map will be attached to the grant application. The only change to the Exhibit "A" will be the inclusion of the AIP grant number in the FNL 12-28-04 APRON EXPANSION SOS (2).DOC 6 OF 10 title block. The dollar amounts inserted into the grant application will be based on the FAA programmed amount as discussed at the preliminary scope development meeting. 3.6 Detailed Design Phase (95%) 3.6.1 Period of Service. After receipt of comments on the 30% submittal from the Airport, The Engineer shall proceed with the performance of the services called for in the 95% Design Phase. 3.6.2 The Engineer shall incorporate 30% review comments and respond as necessary to requests for additional information. 3.6.3 95% Design Documents. The following design documents shall be updated to a 95 % design level: 3.6.3.1 Drawings. 3.6.3.2 Technical Specifications. 3.6.3.3 Contracting Documents 3.6.3.4 Construction Operational Safety Plan. 3.6.3.5 Construction Cost Estimate. 3.6.3.6 Engineering Design Report. The report shall include a Summary of the Project, DBE goals, Schedule, Construction Operation Plan, Modification of Standards, Design Analysis, and Construction Cost Estimate. 3.6.4 Construction Duration/Schedule. The Engineer shall evaluate the construction duration/schedule for use in the contract documents. 3.6.5 Modifications to Standards. The Engineer shall provide the proposed modifications to FAA design standards and modifications to FAA technical specifications on standard FAA forms. 3.6.6 Internal Quality Control Review 3.6.6.1 The Engineer shall conduct an Internal Quality Control (QC) Review for the efforts performed in the 95% Design Phase. The Engineer shall assign individuals who have not worked on or played a significant role in the development of the 95% design to conduct the QC. However, the individuals assigned to the Internal QC Review shall be thoroughly familiar with the intent of the design. A summary of findings from the QC review will be provided to the Airport for acceptance. 3.6.7 95% Deliverables. The Engineer shall submit three (3) copies of the deliverables to the Airport and one (1) copy each to the FAA and the Colorado Department of Transportation. Deliverables include: Plans (Half Size) Contracting Documents and Technical Specifications Cost Estimate FNL 12-28-04 APRON EXPANSION SOS (2).000 7 OF 10 Construction Operational Safety Plan Engineering Design Report Modifications to Standards Response for 30% Review Comments 95 % QC Review Summary 3.6.8 The Engineer shall conduct a Plan in Hand review meeting at 95% Complete with the Airport and FAA to solicit comments on the design. The Airport will schedule an inspection of the project site with the Engineer and the FAA (if available) to review other elements of the design. 3.7 Final Design Phase (100%) 3.7.1 Period of Service. After receipt of comments on the 95% submittal from the Airport, The Engineer shall proceed with the performance of the services called for in the 100% Design Phase. 3.7.2 The Engineer shall incorporate 95% review comments and respond as necessary to requests for additional information. 3.7.3 100% Design Documents. The following design documents shall be updated to a 100% design level: 3.7.3.1 Drawings 3.7.3.2 Technical Specifications 3.7.3.3 Contracting Documents 3.7.3.4 Construction Operational Safety Plan 3.7.3.5 Construction Cost Estimate 3.7.3.6 Engineering Design Report 3.7.4 Construction Duration/Schedule. The Engineer shall evaluate the construction duration/schedule for use in the contract documents. 3.7.5 Modifications to Standards. The Engineer shall provide the proposed modifications to FAA design standards and modifications to FAA technical specifications on standard FAA forms. 3.7.6 Internal Quality Control Review 3.7.6.1 The Engineer shall conduct an Internal Quality Control (QC) Review for the efforts performed in the 100% Design Phase. The Engineer shall assign individuals who have not worked on or played a significant role in the development of the 100% design to conduct the QC. However, the individuals assigned to the Internal QC Review shall be thoroughly familiar with the intent of the design. FNL 12-2B-04 APRON EXPANSION SOS (2).DOC 8 OF 10 3.7.7 100% Deliverables. The Engineer shall submit three (3) copies of the deliverables to the Airport and one (1) copy each to the FAA and the Colorado Department of Transportation. Deliverables include: Plans Contracting Documents and Technical Specifications Cost Estimate Construction Operational Safety Plan Engineering Design Report Modifications to Standards Response for 95% Review Comments 3.7.8 Miscellaneous Deliverables. The Engineer shall submit three (3) copies of the following deliverables: 3.7.8.1 Revised Airport Layout Plan (to incorporate only changes resulting from this project) 3.8 Bidding Phase 3.8.1 The Engineer shall: 3.8.1.1 Prepare and submit advertisement for the local newspaper. 3.8.1.2 Send out Bid Invitations to Contractors, Subcontractors, Material Suppliers, and DBE Contractors. 3.8.1.3 Reproduce Plans and Specifications for Project Bid. It is estimated that thirty (30) copies will be prepared for distribution to Contractors. 3.8.1.4 Conduct Pre -Bid Conference and Pre -Bid Site Visit at the Airport. The Pre - Bid Conference and Pre -Bid Site Visit is expected to last a maximum of three (3) hours. It is also assumed that two (2) of the Engineers staff will attend the Pre -Bid Conference. 3.8.1.5 Issue written addenda as appropriate to interpret, clarify or expand the bidding documents, including allowable substitutions of materials and equipment. It is estimated that up to three (3) addenda may be required. 3.8.1.6 Attend the bid opening and assist the Airport in evaluating bids or proposals. It is estimated that between two (2) and five (5) bids shall be received for this project. The bid opening is expected to last a maximum of three (3) hours. 3.8.1.7 The Engineer will provide a recommendation of award for FAA and Airport approval and will assist in assembling and awarding contracts for construction, materials, equipment and services. Where Bids Exceed Budget: The Engineer shall advise the Airport of possible action should the lowest responsible, responsive bid received from a contractor exceed the Airport's budget for the work to be performed by that contractor. FNL 12-28-04 APRON EXPANSION SOS (2).DOC 9 OF 10 3.9 Project Closeout Phase 3.9.1 Period of Service. After completion of the bidding phase, The Engineer shall proceed with the performance of the services called for in Project Closeout. 3.9.2 Complete final financial closure on the project. Close out project purchase order. 3.9.3 Archive Project Information including files, electronic documents and drawings. Provide airport all electronic drawings in AutoCAD Format. 3.9.4 Demobilize resources and closeout all sub -consultant agreements. FNL 12-28-04 APRON EXPANSION SOS (2).DOC 10 OF 10 criteria and standards. Consultant shall cooperate with Owner relating to such monitoring and evaluation. 6. City Property. Reports, surveys, maps, plans, drawings, photographs, and any other tangible materials produced by Consultant pursuant to this Agreement shall at all times be considered Owner's property. 7. Independent Contractor. The parties agree that Consultant shall be an independent contractor and shall not be an employee, agent, or servant of Owner. Consultant is not entitled to workers' compensation benefits from Owner and is obligated to pay federal and state income tax on any money earned pursuant to this Agreement. 8. Insurance Reauirements. a. Comprehensive General Liability Insurance. Consultant shall procure and keep in force during the duration of this Agreement a policy of comprehensive general liability insurance insuring Consultant and naming Loveland and Fort Collins as an additional insureds against any liability for personal injury, bodily injury, or death arising out of the performance of the Services with at least One Million Dollars ($1,000,000) each occurrence. The limits of said insurance shall not, however, limit the liability of Consultant hereunder. b. Comprehensive Automobile Liability Insurance. Consultant shall procure and keep in force during the duration of this Agreement a policy of comprehensive automobile liability insurance insuring Consultant and naming Loveland and Fort Collins as an additional insureds against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by Consultant which are used in connection with the Project, whether the motor vehicles are owned, non -owned, or hired, with a combined single limit of at least One Million Dollars ($1,000,000). The limits of said insurance shall not, however, limit the liability of Consultant hereunder. C. Professional Liability Insurance. If Consultant is an architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other licensed professional, or if it is customary in the trade or business in which Consultant is engaged to carry professional liability insurance, or if Loveland and Fort Collins otherwise deems it necessary, Consultant shall procure and keep in force during the duration of this Agreement a policy of errors and omissions professional liability insurance insuring Consultant against any professional liability with a limit of at least One Million Dollars ($1,000,000) per claim and annual aggregate. The limits of said insurance shall not, however, limit the liability of Consultant hereunder. d. Terms of Insurance. (i) Insurance required by this Agreement shall be with companies qualified to do business in the State of Colorado with a general policyholder's Page 2 of 8 financial rating of not less than A+3A as set forth in the most current edition of "Best's Insurance Reports" and may provide for deductible amounts as Consultant deems reasonable for the Services, but in no event greater than Twenty Thousand Dollars ($20,000). No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after thirty (30) days prior written notice to Owner. Consultant shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal Consultant changes to "occurrence," Consultant shall carry a six (6)-month tail. Consultant shall not do or permit to be done anything that shall invalidate the policies. (ii) The policies described in subparagraphs a. and b. above shall be for the mutual and joint benefit and protection of Consultant and Owner. Such policies shall provide that Loveland and Fort Collins, although named as an additional insureds, shall nevertheless be entitled to recovery under said policies for any loss occasioned to them, their officers, employees, and agents by reason of negligence of Consultant, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage Loveland or Fort Collins may carry. e. Other Insurance. During the term of this Agreement, Consultant shall procure and keep in force workers' compensation insurance and all other insurance required by any applicable law. f. Evidence of Coverage. Before commencing work under this Agreement, Consultant shall furnish to Owner certificates of insurance policies evidencing insurance coverage required by this Agreement. Consultant understands and agrees that Owner shall not be obligated under this Agreement until Consultant furnishes such certificates of insurance. g. Subcontracts. Consultant agrees to include the insurance requirements set forth in this Agreement in all subcontracts. Owner shall hold Consultant responsible in the event any subcontractor fails to have insurance meeting the requirements set forth in this Agreement. Owner reserves the right to approve variations in the insurance requirements applicable to subcontractors upon joint written request of subcontractor and Consultant if, in Owner's opinion, such variations do not substantially affect Owner's interests. 9. Indemnification. Consultant hereby covenants and agrees to indemnify, save, and hold harmless Owner, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney's fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising from or out of any breach of contract or negligent act or omission or other tortious conduct of Consultant, its officers, employees, or agents in the performance or nonperformance of its obligations under this Agreement. Page 3 of 8 10. Termination. a. Generally. Owner may terminate this Agreement without cause if it determines that such termination is in Owner's best interest. Owner shall effect such termination by giving written notice of termination to Consultant, specifying the effective date of termination, at least thirty (30) calendar days prior to the effective date of termination. In the event of such termination by Owner, Owner shall be liable to pay Consultant for Services performed as of the effective date of termination, but shall not be liable to Consultant for anticipated profits. Consultant shall not perform any additional Services following receipt of the notice of termination unless otherwise instructed in writing by Owner. b. For Cause. If, through any cause, Consultant fails to fulfill its obligations under this Agreement in a timely and proper manner, violates any provision of this Agreement, or violates any applicable law, Owner shall have the right to terminate this Agreement for cause immediately upon written notice of termination to Consultant. In the event of such termination by Owner, Owner shall be liable to pay Consultant for Services performed as of the effective date of termination, but shall not be liable to Consultant for anticipated profits. Consultant shall not perform any additional Services following receipt of the notice of termination. Notwithstanding the above, Consultant shall not be relieved of liability to Owner for any damages sustained by Owner by virtue of any breach of this Agreement, and Owner may withhold payment to Consultant for the purposes of setoff until such time as the exact amount of damages due to Owner from Consultant is determined. 11. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the County of Larimer, State of Colorado. 12. Assignability. Consultant shall not assign this Agreement without Owner's prior written consent. 13. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns 14. Survival Clause. The "Indemnification" provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 15. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. 16. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. Page 4of8 17. Headings. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement. 18. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand -delivered or three (3) days after being sent by certified mail, return receipt requested: If to Owner: Name: David Gordon Title: Airport Director Fort Collins -Loveland Airport Address: 4900 Earhart Road Loveland, CO 80537 If to Consultant: Name: Bob Jones, PE Title: Consultant Short Elliott Hendrickson Inc. Address: Colorado Center Tower One, Suite 6000 2000 South Colorado Boulevard Denver, CO 80222-7900 19. Time of the Essence. Consultant acknowledges that time is of the essence of this Agreement. Consultant's failure to complete any of the Services contemplated herein during the Term of this Agreement, or as may be more specifically set forth in Exhibit A, shall be deemed a breach of this Agreement. 20. Counterpart Signatures. This Agreement may be executed in any number of counterpart copies. The signature page from each counterpart copy may be removed therefrom and attached to the original Agreement. (Remainder of page left intentionally blank) Page 5 of 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF LOVELAND, COLORADO By: ATTEST: ,,,,..�`�y of .... c` p '•�9�0`' i lerk p . SEAL APPROVED AS TO FORM: RA00 "4e qM='L City Attorney/ , (Remainder of page left intentionally blank) Page 6of8 CITY OF FORT COLLINS, COLORADO By: lja#es O'Neill Title: rchasing Officer ATTEST: City Clerk APPR AS TO City Atto y (Remainder of page left intentionally blank) Page 7 of 8 SHORT ELLIOTT HENDRICKSON INC. Title: STATE OF COLORADO ) ss. COUNTY OF 1 The foregoing Agreement was acknowledged before me this day of , 2005 by as Witness my hand and official seal. My commission expires Notary Public Page 8 of 8 EXHIBIT A SERVICES In accordance with FAA procedures, the Consultant shall provide the Owner with an independent fee estimate for engineering and construction supervision services associated with ramp construction and security access control projects (to be performed by CH2M Hill). The specific scope of work for these projects as set forth in the CH2M Hill agreement is attached.