RiverRun Water Main
A02D0842
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT, made as of 0(" d / ~ ¿ , 2003, between the City of Salina, Kansas
(OWNER) and Kaw Valley Engineering, Inc., 2319 N. Jackson, Junction City, Kansas 66441 (ENGINEER).
OWNER intends to install water lines to primarily serve the RiverRun addition and other undeveloped areas
between said addition and Magnolia Road. The improvements (Project) covered by this Agreement are further
described in Section 1, Paragraph 1.4.5. OWNER and ENGINEER in consideration of their mutual covenants
herein agree in respect of the performance of professional engineering services by ENGINEER and the payment for
those services by OWNER as set forth below.
SECTION 1 - BASIC SERVICES OF ENGINEER
1.1
General.
1.1.1.
ENGINEER shall provide for OWNER professional engineering services in all phases of the
Project to which this Agreement applies as hereinafter provided. These services will include
serving as OWNER's professional engineering representative for the Project, providing
professional engineering consultation and advice and furnishing customary surveying, civil,
environmental, and structural engineering services incidental thereto.
1.2.
Study and Report Phase. Not Used.
1.3.
Preliminary Design Phase. Not Used.
1.4.
Final Design Phase. After written authorization to proceed with the [mal Design Phase, ENGINEER
Shall:
1.4.1
1.4.2
1.4.3
1.4.4
1.4.5
Prepare for incorporation in the Contract Documents [mal drawings to show the general scope,
extent and character of the work to be furnished and performed by Contractor(s) (hereinafter
called "Drawings") and Specifications.
Provide technical criteria, written descriptions and design data for OWNER's use in filing
applications for permits with or obtaining approvals of such governmental authorities as have
jurisdiction to approve the design of the Project, and assist OWNER in consultations with
appropriate authorities.
Advise OWNER of any adjustments to the latest opinion of probable Total Project costs caused
by changes in general scope, extent or character or design requirements of the Project or
Construction Costs. Furnish to OWNER a revised opinion of probable Total Project costs based
on the Drawings AND Specifications.
Prepare for review and approval by OWNER, its legal counsel and other advisors Contract
Agreement Forms, General Conditions and Supplementary Conditions, Bid Forms, Invitations
to Bid, Instructions to Bidders and assist in the preparation of other related documents.
The duties and responsibilities of ENGINEER during the Final Design Phase are as follows:
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A.
Perform all necessary field surveys and measurements required for Final Design.
B.
Prepare all necessary temporary and permanent easement descriptions.
C.
Prepare drawings, specifications, applications, and supporting data and other
documentation necessary to submit designs to regulatory and permitting agencies.
D.
Prepare and submit the State of Kansas Public Water Supply Permit Application to the
Kansas Department of Health and Environment (KDHE).
E.
Improvements shall include the following principal items:
1. Watermain Improvements. Installation of approximately 3200 LF of 12" water line
from Magnolia Road to the southern boundary of the preliminary plat of the Riverrun
Addition.
F.
At completion of the Final Design Phase, ENGINEER shall furnish two eopies of the
Contract Documents and present and review them with the OWNER. The Contract
Documents shall be submitted to the Kansas Department of Health and Environment
(KDHE).
G.
Upon receipt of review comments from the OWNER, ENGINEER shall incorporate the
comments into the Contract Documents and furnish two copies of the Final Contract
Documents to the OWNER. The Final Contract Documents shall be completed and
submitted within 7 days from receipt of review comments.
1.5.
Project Bidding. The ENGINEER upon notification from the OWNER to advertise for bid(s) shall assist
the OWNER in receipt of bids. The following services shall be provided by the ENGINEER for each of
Phase:
1.5.1. The ENGINEER shall assist the OWNER in notifying contractors and suppliers, through
the Invitation to Bid, of the availability of the Bidding Documents.
1.5.2. The ENGINEER shall furnish for distribution to all interested Bidders who comply with
specified procedures for securing Bidding Documents, up to 25 copies of the Drawings,
Specifications, and Bidding Documents hereinafter called Contract Documents. The ENGINEER
shall keep an accurate record of all Contract Document holders and will receive and reimburse
deposits. Additional copies of the Contract Documents in excess of the 25 specified shall be
furnished by ENGINEER for additional compensation.
1.5.3 The ENGINEER shall prepare and issue addenda as required to modify the Bidding
Documents before or after they been issued to the Bidders.
1.5.4. The ENGINEER shall prepare a current opinion of the probable Construction Cost for
submission to OWNER at the Bid opening.
1.5.5. The ENGINEER shall assist the OWNER in resolving protests that arise from the bidding
process as a result of Contractor, subcontractor, suppliers or manufacturer's action.
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1.5.6. The ENGINEER shall not be responsible for disputes which may arise from the issuance
by the OWNER, by the ENGINEER or by others, of partial sets of Drawings, Specifications and
Bidding Documents.
1.6.
Construction-Related Engineering Services. Not Used.
1.7.
Operational Phase. Not Used
1.8.
Resident Project Representative Services. Not Used.
SECTION 2 - ADITIONAL SERVICES OF ENGINEER
2.1.
Services Requiring Authorization in Advance.
If authorized in writing by OWNER, ENGINEER shall furnish or obtain ftom others Additional Services of
the types listed in paragraphs 2.1.1 through 2.1.5, inclusive. These services are not includc:d as part of
Basic Services. These Additional Services will be paid for by the OWNER as indicated in Section 5.
2.1.1 Preparation of applications and supporting documents (in addition to those furnished
under Basis Services) for the private or governmental grants, loans or advances in connection with
the Project.
2.1.2. Services resulting ftom significant changes in the general scope, extent or character of the
Project or its design including, but not limited to, changes in size, complexity, OWNER's
schedule, character of construction or method of fmancing; and revising previously accepted
studies, reports, design documents of Contract Documents when such revisions are required by
changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the
preparation of such studies, reports or documents, or are due to any other causes beyond
ENGINEER's control.
2.1.3. Investigations and studies involving, but not limited to detailed consideration of
operations, maintenance and overhead expenses; providing value engineering during the course of
design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules
and appraisals; assistance in obtaining fmancing for the project; evaluating processes available for
licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of
material, equipment and labor; and audits or inventories required in connection with construction
perfonned by OWNER.
2.1.4. Providing any type of surveys or related engineering services needed for construction
Staking and providing other special field surveys.
2.1.5. Additional services in connection with the Project, including services, which are to be,
furnished by OWNER in accordance with Section 3, and services not otherwise provided for in
this Agreement.
2.2.
Required Additional Services. Not Used.
SECTION 3 - OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the services ofENŒNEER:
3.1. Designate in writing a person to act as OWNER's representative with respect to the services to be
rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive
infonnation, interpret and derIDe OWNER's policies and decisions with respect to ENGINEER's services
for the Project.
Page 3 of 8
3.2. Provide all criteria and full infonnation as to OWNER's requirements for the Project, including
design objective and constraints, space, capacity and perfonnance requirements, flexibility and
expandability, and any budgetary limitations; and furnish copies of all design and constrw;tion standards
which OWNER will require to be included in the Drawings and Specifications.
3.3. Assist ENGINEER by placing at ENGINEER's disposal all available infonnation pertinent to the
Project, including previous reports and any other data relative to design or construction of the Project.
3.4. Furnish to ENGINEER, as required for perfonnance of ENGINEER's Basic Services the
following:
3.4.1. Other special data or consultations not covered in Section 2;
all of which ENGINEER may use and rely upon in perfonning services under this Agreement.
3.5. Arrange for access to and make all provision for ENGINEER to enter upon publk and private
property as required for ENGINEER to perfonn services under this Agreement.
3.6. Examine all studies, reports, sketches, Drawing, Specifications, proposals and other documents
presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as
OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within
a reasonable time so as not to delay the services of ENGINEER.
3.7. Obtain approvals and penn its from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of the Project.
3.8. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as OWNER may require or ENGINEER may reasonably
request with regard to legal issues pertaining to the Project.
3.9. Furnish to ENGINEER data or estimated figures as to OWNER's anticipated costs for services to
be provided by others for OWNER so that ENGINEER may make the necessary fmdings to support
opinions of probable Total Project Costs.
3.10. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes
aware of any development that affects the scope or timing of ENGINEER's services.
3.11. Furnish, or direct ENGEER to provide, Additional Services as stipulated in paragraph 2.1 of this
Agreement of other services as required.
3.12.
Bear all costs incident to compliance with the requirements of the Section 3.
SECTION 4 - PERIODS OF SERVICES
4.1. The provisions ofthe Section 4 and the various rates of compensation for ENGINEER's services
provided for elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous
progress of the Project through completion of the phases of the Project. ENGINEER's obligation to render
services hereunder will extend for a period, which may reasonably be required. If specific periods of time
for rendering services are set forth or specific dates by which services are to be completed are provided and
if such dates are exceeded through no fault of ENGINEER, all rates, measures and amounts of
compensation provided herein shall be subject to equitable adjustment.
4.2. The services described in paragraphs 1.4 and 1.5 for Watennain Improvements complete on or
before 15 October 2003.
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SECTION 5 - PAYMENTS TO ENGINEER, LUMP SUM FEE
5.1.
Methods of Payment for Services and Expenses of ENGINEER.
5.1.1
For Basic Services. Owner shall pay ENGINEER for Basic Services rendered under Section I as
follows:
Lump Sum Fee.................................... ...... ... ..oo........oo. ....$11,500,00
5.1.2
Additional Services. OWNER shall pay ENGINEER for Additional Services render under Section
2 as follows:
5.1.2.1.General. For Additional Services of ENGINEER's principals and emploYI~es engaged
directly on the Project and rendered pursuant to paragraph 2.1, on the basis of ENGINEER's
Standard Hourly Rates as shown on the attached rate schedule, plus Reimbursable Expenses.
5.1.2.2. Professional Associates and Consultants. For services and Reimbursable Expenses of
independent professional associates and consultants employed by ENGINEER to render
Additional Services pursuant to paragraph 2.1, the amount billed to ENGINEER therefore times a
factor of 1.1.
5.1.3
The tenns "Direct Labor Costs" and "Reimbursable Expenses" have the meanings assigned to .
them in paragraph 5.4.
5.2.
Times of Payments.
5.2.1 ENGINEER shall submit statements at four-week intervals for Basic and Additional Services
rendered. The charge on account of the Lump Sum fee will be based upon ENGINEER's estimate of the
proportion of the total services actually completed at the time of billing. OWNER shall make prompt
monthly payments in response to ENGINEER's monthly statements.
5.3.
Other Provisions Concerning Payments.
5.3.1. In the event oftennination by OWNER under paragraph 7.1 upon the completion of any phase of
the Basic Services, progress payments due ENGINEER for services rendered through such phase shall
constitute total payment for such services. In the event of such tennination by OWNER during any phase
of the Basic Services, ENGINEER also will be reimbursed for the charges of independent pr9ofesisoanl
associates and consultants employed by ENGINEER to render Basic Services, and paid for services
rendered during that phase on the basis of ENGINEER's Direct Labor Costs, plus Reimbw-sable Expenses,
plus Direct Labor Costs times a factor of the overhead rate plus a fee of 15 percent of all labor costs for
services rendered during that phase to date oftennination by ENGINEER's principals and employees
engaged directly on the Project. In the event of any such tennination, ENGINEER will be paid for all
unpaid Additional Services.
5.3.2. Records of ENGINEER's Direct Labor Costs pertinent to ENGINEER's compensation under this
Agreement will be kept in accordance with generally accepted accounting practices. Copil~s will be made
available to OWNER at the time of periodic invoices.
5.4.
Definitions.
5.4.1 Direct Labor Costs used as a basis of payment mean salaries and wages, basic and incentive, paid
to all ENGINEER'S personnel engaged directly on the Project, including, but not limited to, engineer's,
architects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business
personnel; and includes indirect payroll related costs or fringe benefits.
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5.4.2 Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's
independent professional associates or consultants, directly or indirectly in connection with the Project,
such as expenses for: transportation and subsistence incidental thereto; toll, telephone calls and telegrams;
reproduction of reports, Drawings, Specifications, expenses incurred for computer time and other highly
specialized equipment, and similar project-related items in addition to those required under Section 1; and,
if authorized in advance by OWNER, overtime work requiring higher than regular rates.
SECTION 6 - OPINIONS OF COST
6.1.
Opinions of Cost.
6.1.1 Since ENGINEER has no control over the cost of labor, materials, equipment or services
furnished by others, or over the Contractor(s)' methods of determining prices, or over competitive bidding
or market conditions, ENGINEER's opinion of probable Construction Cost provided for herein are to be
made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best
judgment as an experienced and qualified professional engineer, familiar with the construction industry; but
ENGINEER cannot and does not guarantee that proposals, bids or actual Total Project or Construction
Costs will not vary from opinions of probable cost prepared by ENGINEER. If Prior to the Bidding or
Negotiating Phase, OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER
shall employ and independent cost estimator as provided in paragraph 3.8.
SECTION 7 - GENERAL CONSIDERATION
7.1.
Termination
7.1.1 The obligation to provide further services under this Agreement may be terminate:d by either party
upon thirty days' written notice in the event of substantial failure by the other party to perform in
accordance with the terms hereof through no fault of the terminating party.
7.2.
Reuse of Documents.
7.2.1. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and
ENGINEER's independent professional associates and consultants) pursuant to the Agreement are
instruments of service in respect of the Project and ENGINEER shall retain an ownership ¡md property
interest therein whether or not the Project is completed. OWNER may make and retain copies for
information and reference in connection with the use and occupancy of the Project by OWNER and others;
however, such documents are not intended or represented to be suitable for reuse by OWNER or others on
extensions of the Project or on any other project. Any reuse without written verification or adaptation by
ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal
exposure to ENGINEER, or to ENGINEER's independent professional associates or consultants, and
OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent professional
associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising
out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further
compensation at rates to be agreed upon by OWNER and ENGINEER.
7.3.
Insurance.
7.3.1 Commercial General Liability. The ENGINEER shall provide public liability insurance coverage
in an amount no less that $500,000 covering the liability of the EGNINEER and any and all consultants,
agents, independent contractors, etc., which are employed or retained by the ENGINEER, on an occurrence
basis. The insurer must be acceptable to the OWNER.
In lieu of the above coverage, the ENGINEER may provide coverage for his own fmn in the above amount
or an additional amount and submit proof all his consultants, agents and independent contractors have
insurance deemed adequate by the OWNER.
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7.3.2. Automobile Liability. The ENGINEER shall provide coverage protecting the ENGINEER
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; $300,000 each accident, combined single
limits, bodily injury and property damage.
7.3.3. Workers Compensation. Before beginning work, the ENGINEER shall furnish to the OWNER
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
OWNER free and hanDless for all personal injuries of all persons who the ENGINEER may employ
directly or through subcontractors.
7.3.4. Professional Liability - Errors and Omissions. The ENGINEER shall provide Architects or
Engineers Professional Liability Insurance with limits not less than $500,000, covering the liability of the
ENGINEER and any all consultants, agents, independent contractors, etc., which are employed or retained
by the ENGINEER. The insurer must be acceptable to the OWNER. In the event coverage provided is
claims made coverage, the insurance shall be maintained for a period of not less than three: (3) years after
completion of the contract or in lieu thereof purchase of tail coverage (extended reporting period) under
which the OWNER shall be afforded protection.
In lieu of the above coverage, the ENGINEER may provide the described coverage for his own fIrm in the
above amount and submit proof all his consultants, agents and independent contractors have insurance
deemed adequate by the OWNER.
7.3.5. Certificate(s) of Insurance. Certificate(s) of Insurance acceptable to the OWNER shall be filed
with the OWNER at the time the contract between the OWNER and the ENGINEER is exe:cuted. These
certificates shall contain a provisions that coverage that is afforded under the policies will not be cancelled
or substantially changed until at least thirty (30) days prior written notice has been give to the OWNER and
acknowledged.
7.3.6. Notice of Claim. The ENGINEER, upon receipt of notice of any claim in excess of$l,OOO in
connection with this contract shall promptly notify the OWNER, providing full details thereof, including an
estimate of the amount ofloss of liability.
7.3.7. Indemnification Clause. The ENGINEER agrees to indemnify and save hanDless the OWNER,
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 cause or action arise form the ENGINEER's
negligent acts.
7.4
Controlling Law
7.4.1.
This Agreement is to be governed by the law of the State of Kansas.
7.5.
Successors and Assigns.
7.5.1 OWNER and ENGINEER each is hereby bound and the partners, successors, executors,
administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by
paragraph 7.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this
Agreement and to the partners, successors, executors, administrators and legal representatives (and said
assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement.
7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights unde:r or interest in
(including, but without limitation, moneys that may become due or moneys that are due) this Agreement
without the written consent of the other, except to the extent that any assignment, subletting or transfer is
mandated by the law or the effect of this limitation may be restricted by law. Unless specifically stated to
Page 7 of 8
the contrary in any written consent to an assignment, no assignment will release or discharge the assignor
from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent
ENGINEER from employing such independent professional associates and consultants as ENGINEER may
deem appropriate to assist in the performance of services hereunder.
7.5.3. Nothing under this Agreement shall be construed to give any rights or benefits this Agreement to
anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken to this
Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of
any other party.
7.6.
Arbitration. Not Used.
SECTION 8-SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES
8.1.
This Agreement is subject to the following special provisions.
8.1.1.
All sections labeled "Not Used" were intentionally omitted.
8.2. This Agreement (consisting of pages 1 to 8, inclusive) constitutes the entire agreement between OWNER
and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended,
supplemented, modified of canceled by a duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as ofthe day and year fITst
above written.
OWNER
ENGINEER
Rorommendro By: ~(t41 / Ltf
Director of Utilities I'
Kaw Valley Engineering Inc.,
2319 N. Jackson
Junction City, KS 66441
City of Salina, Kansas
~Q~
BY:~ {,~
Mayor
Attest:
72Æ BY/:¡;:~.£/~
~ity 1
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