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2010 Bridge Inspection and Rehab AGREEMENT BETWEEN THE CITY OF SALINA, KANSAS and KAW VALLEY ENGINEERING, INC. for ENGINEERING SERVICES This Agreement is entered into on the latest date of execution shown on the signature page by and between the City of Salina, Kansas, (the "CITY") and Kaw Valley Engineering, Inc., a Kansas corporation, (the "CONSULTANT"). Recitals A. The CITY owns and operates all structures, streets and roadways associated with this project. B. The CITY desires to contraCt for the 2010 Bridge Inspection and Rehab Project, which includes engineering services for the Greeley Avenue Bridge over the Old Smoky Hill Channel, the Northbound 9th Street Bridge over Mulberry Creek, and the North 5th Street Culvert over a Tributary of Mulberry Creek C. The CONSULTANT has the requisite qualifications and experience to perform the services desired by the CITY and desires to perform those services pursuant to the terms of this Agreement. The parties therefore agree and covenant: 1. Scooe of Services. The CONSULTANT agrees to perform the services outlined in the attached and incorporated Exhibit A. 2. Term. The CONSULTANT agrees to perform the services within 30 days of the date of execution of this contract, subject to prior termination pursuant to the terms of this Agreement. 3. Comoensation. The CITY agrees to compensate the CONSULTANT on the basis of the actual hourly rates and reimbursable expenses shown on the CONSULTANT's fee schedule attached and incorporated as Exhibit A, in amounts not to exceed the budgetary summaries, annual budgets and summary list of tasks attached and incorporated: . 4. Non-aoorooriation. In the event that this Agreement anticipates work spanning multiple budget years for the City, it is subject to further appropriation by the CITY's governing body for future fiscal budget years. If the CITY's governing body does not appropriate the funds necessary to compensate the CONSUL T ANT for services to be provided pursuant to this Agreement in the future fiscal years, the CITY shall so notify the CONSULTANT and this Agreement shall be null and void for purposes of the fiscal budget year(s) affected by the decision of the governing bOdy not to appropriate. 1 5. Invoices. CONSULTANT agrees to submit to the CITY detailed invoices at least monthly for work performed and reimbursable expenses actually incurred. The invoices shall identify the personnel performing the work, the date of the work, the work performed and the time required to the one-tenth of an hour. Charges for subcontracted work will be supported with similar documentation. Charges for reimbursable expenses will specifically identify the type and amount of each expense in a manner consistent with the classifications of reimbursable expenses set forth in Exhibit C. 6. Payment. Invoices will be due and payable within 45 days of receipt by the CITY. If the CITY disputes any items in CONSULTANT's invoice for any reason, the CITY may temporarily delete the disputed item and pay the remaining amount of the invoice. The CITY will promptly notify CONSULTANT and request clarification and/or correction. Following resolution of any dispute, CONSULTANT will include the disputed item as resolved on a subsequent invoice. The CONSULTANT retains the right to assess the CITY interest at the rate of up to one percent (1 %) per month on undisputed invoices which are not paid within 45 days of receipt by the CITY. 7. Nonoerformance. If either party fails to comply with any term of this Agreement within 10 days after written notice to comply has been received by the non- defaulting party to the defaulting party, such failure shall be deemed an immediate breach of this Agreement. In such case, the non-defaulting party may pursue against the defaulting party such remedies as provided by law or in equity, including without limitation, the right to specifically enforce this Agreement. In addition, the non-defaulting party may recover its costs and reasonable attorneys' fees incurred in any action related to such breach. In the event of such termination upon the default of the CONSULTANT, the CONSULTANT shall not be entitled to further compensation from the CITY for work performed or costs sustained following the date of termination. 8. Termination. Either party may terminate this Agreement, with or without cause, upon 30 days advance written notice to the other party. In the event of such termination, the CONSULTANT shall be compensated for such services as have been performed through the date of termination. 9. Relationshio. It is expressly understood that CONSULTANT in performing services under this Agreement, does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which CONSULTANT performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. CONSULTANT shall be exclusively responsible for all taxes, withholding payments, employment-based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms, or returns pertinent to the foregoing. 10. Iniury to Persons or Damaae to Prooertv. CONSULTANT acknowledges responsibility for any injury to person(s) or damage to property caused by its employees 2 ~ or agents in the performance of its duties under this Agreement and shall immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or damage to property. 11. Indemnification. CONSULTANT agrees to indemnify and save harmless the City, its officials, agents, servants, officers, directors and employees from and against all claims, expenses, demands, judgments and causes of action for personal injury or death or damage to property where, and to the extent that, such claims, expenses, demands judgment or causes or action arise from CONSULTANT's negligent acts. 12. Insurance Reauirements. CONSULTANT shall maintain the following insurance coverage without interruption from the date of the commencement of this agreement until date of final payment and termination of any coverage required to be maintained after final payment Professional Liabilitv - Errors and Omissions The CONSULTANT shall provide Engineers Professional Liability Insurance with limits not less than $500,000 per claim and annual aggregate, covering the liability of the CONSULTANT and any and all consultants, agents or independent contractors which are employed or retained by the CONSULTANT. The insurer must be acceptable to the City of Salina. In the event coverage provided is a claims made coverage, the insurance shall be maintained for a period of not less than three (3) years after completion of the contract or in lieu thereof purchase of tail coverage (extended reporting period). In lieu of the above coverage, the CONSULTANT may provide the described coverage for his own firm in the above amount and submit proof all his consultants, agents and independent contractors have insurance deemed adequate by the City of Salina. Commercial General Liabilitv Insurance CONSULTANT shall provide public liability insurance coverage in an amount no less than $500,000 per claim and annual aggregate covering the liability of CONSULTANT and any and all consultants, agents or independent contractors which are employed or retained by CONSULTANT on an occurrence basis. In lieu of the above coverage, CONSULTANT may provide coverage for its own firm in the above amount or an additional amount and submit proof all its consultants, agents and independent contractors have insurance deemed adequate by the City of Salina. Automobile Liability CONSULTANT shall provide coverage protecting CONSULTANT against claims for bodily injury and/or property damage arising out of the ownership or use of any owned, hired and/or non-owned vehicle. Required minimum limits: $500,000 each accident, combined single limits, bodily injury and property damage. Worker's Comoensation . 3 Before beginning any work, CONSULTANT shall furnish to the City satisfactory proof that he has taken out, for the period covered by the work under this contract, full workers' compensation coverage as required by state law for all persons who he may employ directly, or through subcontractors, in carrying out the work contemplated under this contract, and shall hold the City free and harmless for all personal injuries of all persons who the CONSULTANT may employ directly or through subcontractors. Certificate(s) of Insurance Certificate(s) of Insurance acceptable to the City shall be filed with the City at the time this Agreement is executed. These certificates shall contain a provision that coverage afforded under the pOlicies will not be cancelled or substantially changed until at least thirty (30) days prior written notice has been given to the City and acknowledged. Notice of Claim CONSULTANT, upon receipt of notice of any claim in excess of $1,000 in connection with this Agreement shall promptly notify the Risk Management Department, (785) 309-5705, providing full details thereof, including an estimate of the amount of loss or liability. 13. Equal Opportunity. In conformity with Chapter 13 of the Salina Code, the CONSULTANT and its subcontractors, if any, shall: a. Observe the provision of Chapter 13 of the Salina Code and shall not discriminate against any person in the performance of work under this Agreement; b. Include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the city's human relations director; and c. Not discriminate against any employee or applicant for employment in the performance of this Agreement; and d. Include similar provisions in any subcontract under this Agreement. 14. Affirmative Action. The CONSULTANT agrees to abide by the Salina Code Sections 13-132 and 133 relating to affirmative action and affirmative action plans, attached and incorporated herein as Exhibit D. 15. ComDliance with ADDlicable Law. CONSULTANT shall comply with all applicable federal, state, and local law in the performance of its duties under this Agreement. 16. Non-assianable. Due to the unique qualifications and circumstances of the parties, neither the rights nor the responsibilities provided for under this Agreement shall be assignable by either party, 'either in whole or in part. 17. Feminine-Masculine. Sinaular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 4 18. Kansas Law ADDlies. This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 19. Severabilitv. The unenforceability, invalidity, or illegality of any provision of this Contract shall not render the other provisions unenforceable, invalid, or illegal. 20. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday, that time period shall extend to 5:00 p.m. of the next full business day. 21. Persons Bound-CoDies. This Agreement shall extend to and bind the successors and assigns of the parties hereto, and may be executed in any number of counterparts, each of which shall be deemed an original, or in multiple originals, and all such counterparts or originals shall for all purposes constitute one agreement. 22. Notices. All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return-receipt requested. Notice shall be considered given when received on date appearing on the return receipt, but if the receipt is not returned within five (5) days, then forty-eight (48) hours after deposit in the mail. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: Kent Johnson 300 W. Ash, P.O. Box 736 Salina, KS 67402-0736 Chad McCullough 2319 N. Jackson Junction City, KS 66441 CONSULTANT: 23. TVDewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. 24. Mercer Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. Any amendment to this Contract, including an oral modification supported by new consideration, must be reduced to writing and signed by both parties before it will be effective. 25. Attachments: The following Exhibits and other documents are attached to and made a part of this Agreement: a. Exhibit A: Scope of Services & Fee Estimate. 5 b. Exhibit B: Salina Code Sections 13-132 and 13-133. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective proper officials. ~y..L day of ~u~usf: 20 lD ~ day of ~usf 20 10 Executed by the CONSULTANT this Executed by the CITY this CITY OF SALINA, KANSAS ("CITY') By: ATTEST: By: Lieu Ann Elsey, City Clerk KAW VALLEY ENGINEERING, INC. ("CONSULTANT') By: Cd-f)~cy< Title: JIf'PJ ~d- /-lv.-e. '~ ATTEST: '" By: Title: APPROVED AS TO FORM: By: e-f.~Q ~< ctYC Title: fv-e> ~ ~~-t ~. r: b-G" 6 I~ Exhibit A - Scope of Services & Fee Estimate 2010 Bridge Inspection & Rehabilitation Project City of Salina, Kansas TASK SCOPE OF SERVICES 1 Annual Bridge Inspection of the Northbound 9th Street Bridge over Mulberry Creek per KDOT's current scope of services. 2 Annual Bridge Inspection of the Greeley Avenue Bridge per KDOT's current scope of services. 3 Entry of updated inventory and appraisal data into KDOT's Local Bridge Inspection Web Portal for 2 vehicular bridges. 4 Inspection of the existing 1 0'x1 0' RCB on North 5th Street over a tributary of Mulberry Creek. 5 Recommendation Letter for temporary improvements to the Greeley Aveneue Bridge. 6 Feasibility Study for rehabilbitation vs. replacement of the North 5th Street Culvert. 7 Draft informational letter for City's insurance company regarding structural deficiencies of the NB 9th Street Bridge. 8 Draft informational letter for City's insurance company regarding structural deficiencies of the Greeley Avenue Bridge. 9 Assist City staff with the development of a Bridge Maintenance Plan. TASK DESCRIPTION HOURS BY EMPLOYEE TYPE 1 2 3 4 5 6 7 8 9 Proiect Manaoer 2 2 4 2 4 8 1 1 1 Senior Desion Tech o o o o o 4 o o Q Inspection of NB 9th Street Bridge Inspection of Greeley Avenue Bridge KDOT Web Portal Entry of 2 Vehicular Bridges Inspection of N. 5th Street Culvert Recommendation Letter for Greeley Ave. Bridge Feasibility Study for N. 5th Street Culvert Insurance Letter for NB 9th Street Bridge Insurance Letter for Greeley Avenue Bridge Development of a Bridge Maintenance Plan TOTAL HOURS = 28 4 EMPLOYEE TYPE HOURLY RATE TOTAL COST Project Manager Senior Design Technician Administrative Assisstant II $104.00 70.00 34.00 SUBTOTAL Direct Expenses - rruck Mileage (120 mi. @ $0.50/mi.) Copying/Printing TOTAL TOTAL HOURS 28 4 4 Admin. Assisstant II o o o o 1 2 0.5 0.5 Q 4 = $2,912.00 $280.00 $136.00 $3,328.00 $60.00 20.00 = = =1 $3,408.00~ EXHIBIT B - SALINA CODE SECTIONS 13-132 AND 13-133 Sec. 13-132. Affirmative action by contractors required. (a) Any contractor entering into a contract with the city and such person's subcontractor shall take affirmative action to insure that employees are treated equally without regard to their race, sex, religion, age, color, national origin, ancestry or disability. Such affirmative action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer, recruiting or recruitment, advertising, layoff or termination, rates of payor other forms of compensation and selection for training, including apprenticeship. The contractor and subcontractor shall agree to post, in conspicuous places available to employees and applicants for employment, notices to be provided by the director setting forth provisions of this article. The contractor and such person's subcontractors shall provide all affirmative action information and necessary documents to implement the compliance with the requirements of all federal, state and local laws' and ordinances. (b) It shall be no excuse that the employer has a collective bargaining agreement with any' union providing for exclusive referral or approval systems. The failure of the contractor or subcontractors to comply with the requirements of this article shall be grounds for cancellation, termination, or suspension of the contract, in whole or in part, by the board of commissioners with the contractor or subcontractors until satisfactory proof with intent to comply will be submitted to and accepted by the board of commissioners. (Ord. No. 92-9493, ~ 1, 2-3-92) Sec. 13-133. Affirmative action plans. Every contractor and subcontractor prior to entering into a contract with the city shall submit to the director of human relations an acceptable written affirmative action plan which shall: (1) Identify areas of employment, employment policies, and employment practices which require action by the contractor or subcontractor to assure equal employment opportunity; (2) Analyze these areas, pOlicies and practices to determine what actions by said contractor or subcontractor will be most effective; (3) Establish a plan with goals and timetables designed to achieve equal employment opportunity; and (4) Include provisions for implementation, monitoring, and periodic evaluation in order to insure that it continues to be a valid plan. (Ord. No. 92-9493, ~ 1, 2-3-92)