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HomeMy WebLinkAboutCobia subcontractor agreement. SUBCONTRACTOR AGREEMENT Effective Date: January 1, 2026Term Ending Date: September 30, 2026 This Subcontractor Agreement (“Agreement”) is made between Madison County, Idaho, the City of Rexburg, Idaho and the Rexburg Madison County Airport located in Rexburg, Idaho, which airport is a joint entity of Madison County and the City of Rexburg, (all three entities are collectively referred to herein as the “Airport Group”), and Grand Peaks Aviation, LLC (“Subcontractor”). Purposea. The Airport Group engages the Subcontractor to assist with matters relating to the relocation of the Rexburg Madison County Airport, including planning, coordination, land acquisition support, and related tasks. Terma. The initial term of this Agreement begins on the Effective Date and continues until the Term Ending Date, as defined above.b. The Agreement may be extended for at least 5 additional one-year terms only with written mutual approval from both the City of Rexburg and Madison County. Compensationa. The Subcontractor shall be paid by Madison County and the City of Rexburg a total sum of $57,400 for all services performed under this Agreement during the initial 9-month term, in fixed equal monthly installments due by the first day of each month. Any subsequent one-year extension shall be subject to mutual agreement of the parties, and compensation for any such extension shall be negotiated at that time and shall not be effective unless and until approved by the Rexburg City Council and the Madison County Board of Commissioners.b. This amount is all-inclusive. No reimbursement will be provided for travel, training, meals, lodging, mileage, supplies, or any other expenses.c. The Subcontractor shall be paid following the City of Rexburg’s standard payment schedule.d. The Subcontractor may request an adjustment to the fixed equal monthly payments under this Agreement to account for fluctuations in workload, including periods requiring substantially greater service, provided that total payments remain within the budgeted amount approved for the term of the Agreement. Adjustments may include, among other things, advances or supplemental monthly payments. < Responsibilities of the Subcontractora. Coordinate with local, state, and federal agencies and other individuals and entities to secure land for relocating the airport, including identifying potential land exchange opportunities with the Bureau of Land Management. Subcontractor is not required to perform legal, engineering, surveying, or appraisal services.b. Work with the City and County to develop a relocation plan for existing airport hangar owners and a redevelopment plan for the current airport property.c. Assist with planning for the new airport, including matters relating to hangar fees, fixed base operations, fuel sales, and other operational needs identified by the Airport Group.d. Identify and pursue potential funding sources to support airport relocation.e. Meet as needed with designated airport liaisons from the City and County.f. Prepare reports and present information to the airport’s board, the Rexburg City Council, and the Madison County Commissioners. Limitations on Authoritya. The Subcontractor has no authority to bind, commit, contract for, or obligate the airport, the City of Rexburg, or Madison County. b. The parties acknowledge that no single individual is granted authority to bid or contract without prior written approval from both the Rexburg City Council and the Madison County Commissioners.c. The Subcontractor shall not represent to any party that he possesses authority to act on behalf of any of the Airport Group members in a binding capacity. d. Subcontractor shall not be responsible or liable for decisions or actions taken or not taken by the airport, City, or County, including such actions or inactions based on Subcontractor’s recommendations. Except for fraud or willful misconduct, the total aggregate liability of the Subcontractor arising out of or in any way relating to this Agreement, whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall be limited to and shall not exceed the total amount of money actually paid by the airport, the City of Rexburg, or Madison County to the Subcontractor under this Agreement. Independent Contractora. The Subcontractor is an independent contractor and not an employee, agent, or representative of the City of Rexburg, or Madison County. As such, Subcontractor (and its members, employees, advisers, agents and interns) shall have the sole right to control and direct the means, manner, time, location and method by which it provides the services under this Agreement according to its independent and professional judgment.b. The Subcontractor is solely responsible for state and Federal taxes applicable to the money Subcontractor receives under this Agreement. The City of Rexburg and Madison County will not provide any vacation pay, sick leave, retirement benefits, unemployment benefits or health benefits to Subcontractor under this Agreement. c. The Subcontractor shall have and retain sole ownership to all deliverables, work product, and other materials (including all intellectual property) created by the Subcontractor (and its advisers, members, employees, agents and interns) pursuant to this Agreement (collectively, the “Work Product”). Nothing herein constitutes Work Product as a ‘work made for hire’ for the Airport Group. Subcontractor hereby grants to Airport Group a non-exclusive, non-assignable, license to use the Work Product. Confidentialitya. The Subcontractor shall maintain the confidentiality of non-public information obtained during performance of this Agreement, except when disclosure is required by law or authorized in writing by the Rexburg City Attorney. Any disclosure that may be required by law will first be reviewed by the Rexburg City Attorney. However, the Subcontractor shall have the right to retain its own attorneys, tax and other advisers, members, employees, agents and interns and to provide such non-public information it obtains without having to first have it reviewed by the Rexburg City Attorney (provided that such shall also maintain the confidentiality of non-public information obtained during performance of this Agreement). Terminationa. Either party may terminate this Agreement by providing thirty (30) days written notice.b. Upon termination, the Subcontractor shall be compensated for work performed through the termination date. Records and Compliancea. The Subcontractor shall comply with all applicable federal, state, and local laws.b. Materials created under this Agreement may be subject to Idaho public records requirements. General Provisionsa. This Agreement contains the full understanding of the parties and all other prior agreements, representations, promises and terms, verbal, written or in electronic transmission, between these parties are superseded and merged herein.b. Any amendment must be in writing and signed by both the City of Rexburg and Madison County on behalf of themselves and the airport.c. This Agreement is governed by the laws of the State of Idaho.d. If any provision of this agreement is determined to be invalid or unenforceable, that provision shall be modified only to the extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect. Signatures Rexburg-Madison County AirportSignature: _______________________Printed Name: ____________________Title: ___________________________Date: ___________________________ The City of Rexburg, Idaho Signature: _______________________Printed Name: ____________________Title: ___________________________Date: ___________________________ Madison County, IdahoSignature: _______________________Printed Name: ____________________Title: ___________________________Date: ___________________________ Grand Peaks Aviation, LLCSignature: _______________________Printed Name: ____________________Title: ___________________________Date: ___________________________ 2