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North Ohio Bridge Maintenance RecommendationDEPARTMENT OF PUBLIC WORKS TELEPHONE (785) 309-5725 Michael Fraser, Director of Public Works Cilyof FAX (785) 309-5713 Daniel Stack, PE., City Engineer TDD - (785) 309-5747 Jim Teutsch, Operations Manager E-MAIL: mike.fraser(dlsalina.orc dao_ stack(cDsal ina. ora 300 West Ash P.O. Box 736 iim.teutsch(olsalina.oro Salina, Kansas 67402-0736 WEBSITE w .salina-ks.aov DATE: December 18, 2014 TO: Jason Gage, City Manager FROM: Kent Johnson, Civil Engineer Y Dan Stack, City Engineer Mike Fraser, Director of ���.9 SUBJECT: Wilson & Company North Ohio a Maintenance Recommendation ❑ Approved to form ❑ Not approved to form ❑ Comments Attached Greg Bengtson, City Attorney Date (forward to Jason Gage) Authorized Not Authorized Comments Attached � �z-z-z-/ Jason Gage, CityOManager Date (forward to Shandi Wicks) ® Attest C Aid- a Shandi Wicks, City Clerk Date (file original and email scan to all parties) Our Mission is to Build and Maintain a Clean, Safe Community Wilson & Company North Ohio Bridge Maintenance Recommendation December 18, 2014 ITEM: Agreement with Wilson & Company to recommend maintenance of North Ohio overpass. BACKGROUND: In recent years, earth under the abutment at the southwest corner of the North Ohio overpass has eroded significantly. City maintenance personnel filled the erosion with flowable fill, which subsequently eroded in like manner. Because the other three corners of the bridge do not have the same issue, City staff surmises that the erosion is being caused by water coming from under the approach pavement and not water coming over the edge of the bridge. Staff would like the designer of the bridge, Wilson & Company to provide another assessment. The agreement utilizes the latest consultant agreement form and insurance requirements as found on the intranet. No changes were made to any terms of the agreement. Rather, only blanks in the agreement have been filled in. FISCAL NOTE: The agreement stipulates that the cost of the services will not exceed $2000. The 2014 budget includes $25,000 in a category titled "Engineering Operations Other Contractual," of which $22,000 remains. Staff proposes that the expenses be covered by this budget item. RECOMMENDED ACTION: Staff has identified the following options and recommends Option 1. 1. Execute the attached agreement with Wilson & Company to assess a repair strategy for the North Ohio overpass. 2. Do not execute the attached agreement and provide staff further direction Attachment: Agreement AGREEMENT BETWEEN T'HE CffY OISALINA, KANSAS and WILSON & COMPANY, INC. ENGINEERS & ARCHITECTS for ENGINEERING SERVICES This Agreement is entered intoa(wu 2.1, 2014 by and between the City of Salina, Kansas, (the "City") and Wilson & Company, Inc.Enpmeers& Architects, an eneineerin¢ firm (the "Consultant") Recitals A. The City desires to contract for orofessional eneineerin¢ services for the purpose of recommending bridge mainterauce in compliance with federal, state, and local regulations. B. "fire Consultant has the requisite qualifications and experience to perform the services needed by the City and desires to perform those services pursuant to the terms of this Agreement. The parties, in consideration of the mutual promises set forth in this Agreement, agree and covenant: 1. Definitions. Capitalized words used in this Agreement shall have the following meanings: "Agreement" means this Agreement for engineering services, as amended and supplemented from time to time, "City" means the City of Salina, Kansas. "Consultant" means Wilson & Company he Engineers & Architects and its successors. 2. Exh=bits. The following Exhibits are attached to and made a part of this Agreement (Mark with "X" if applicable): Exhibit A Responsibilities of the Parties Exhibit B: Term; Schedule Exhibit C: Basis of Payment Exhibit D: Insurance Requirements 3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and incorporated Exhibit A. 4. Term: Schedule. The Consultant agrees to perform its responsibilities during the term and according to the timeframe and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the terms of this Agreement. S. Payment. The City shall pay the Consultant for the performance of its responsibilities pursuant to this Agreement as set forth in Exhibit C. 6. Insurance Requirements. 6 1 Types and Amount of Coverage. The Consultant agrees to obtain insurance coverage as specified in Exhibit U attached hereto, and shall not make any material modification or change from these specifications without the prior approval of the City. If the Consultant subcontracts any of its obligations under this Agreement, the Consultant shall require each such subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of the Consultant or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Consultant of liability. 6.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most Cm¢ahnnt Services QW4 0,1 x) recent "Bests" insurance guide, and admitted in the State of Kansas. Except as otherwise speci tied in F__chibit D, all such policies shall be in such forth and conain such provisions as are generally considered standard for the type of insurance involved. 63 Certificate of Insurance- The parties acknowledge that the Consultant has provided the City with o certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this Agreement. the City reserves the right to require complete certified copies craft insurance policies procured by the Consultant pursuant to this Agreement, including any and all endorsements affecting the coverage required hereunder. 7. lumen, to Persons or Damaue to Property. T'he Consultant acknowledges responsibility for any injury to persona) or damage to property caused by its employees 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. 8. Indemnification. To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury to. impairment, or destruction of property, including loss of use resulting therefrom. to the extent that such claims, damages, losses, and expenses are caused by the wrongful acts, negligent acts, errors, or omissions arising out of or related to the services of the Consultant, its employees, agents, or any tier of subcontractors in the perfomrance of this Agreement 9. Voluntary 'Germination. Either party may terminate this Agreement, with or without cause, upon thirty (30) days advance waren notice to the other party. In the event of such termination, the Consultant shall be compensated for such services as have been satisfactorily performed through the date of lea ntination, but no compensation shall be caned after the effective date of the termination. Within five (5) days crony such termination, all finished cr unfinished documents, data. statics, surveys, drawings, maps, models, photographs, reports or other material prepared by the Consultant pursuant to this Aga'centern shall be delivered to the City. Notwithstanding the above, the Consultant shall not be relieved of any liability to the City for damages sustained by the City by virue of any breach of this Agreement by the Consultant, and the City may withhold any payments to the Consultant for to purposes of set -011 until such time as the exact amount of damages due the City from the Consultant may be determined. 10. Default. If either party fails to comply with any term of this Agreement within ten (10) days after written notice to comply has been mailed by the non defaulting party In the defaulting party, such failure shall be deenhed an immediate broach of this Agreement ("Event of Default' ). 11. Remedies. Upon the occurrence of an Event of Default, the non -defaulting party shall have the following rights and mnadies, in addition to any other rights and remedies provided under this Agreement or by low: 11.1 Temrimnion. The non -defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 113 Other Remedies The non -defaulting party may pursue any available remedy at law or in equity (including specific performance) by suit. action, mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement to enforce or preserve any other rights or interests of the non-detauhing party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the nun -defaulting party msuong from such Event of Default. 12. Non-Assievable. Due to the unique qualifications and capabilities of the Consultant, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party, either in whole or in part. 13. Notices. All notices required or permitted to he given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appeanag on the return receipt, but if the receipt is not retuned within five (5) days, then three (3) days after mailed, if sent by registered or cerBied mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears he low 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: City Clerk Arm Daniel R Stack P.E. City Engineer P.O. Box 736 Salina, KS 67402-0736 CONSULTANT. L Tyler Glissman P.E. Wilson & Company Inc. Engineers & Architects 1700 E. Iron Avenue Salina KS 67401 14. Retention and Inspection of Records. The Consultant shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the date of final payment under this Agreement (the "Retention Pencil"), provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period Shall be extended until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal. During the Retention Period, the Consultant shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes, subject to die Kansas open records act or other applicable law. 15. Non -appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Agreement involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body fmfuture fiscal years. If the City's governing body does not appropriate the funds necessary to fidfill the City's financial obligations pursuant to this Agreement, the City shall so notify the other ponies to this Agreement and this Agreement shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing body not to appropriate. 16. Relationship. It is expressly understood that Consultant in performing services under this Agreement, does so as an independent convactoe. The City shall neither have nor exercise any control or direction over die methods by which Consultant performs its responsibilities as outlined in Exhibit A. Theacle interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent, efficient, and satisfactory manner. Consultant shall be exclusively responsible for all taxes, withholding payments, employment -based benefits, deferred compensation plans, including but riot limited to its workers compensation and social security obligations, and the filing of all necessary documents, fortes, or returns pertinent to the foregoing. 17, Subcontractine. Consultant shall not subcontract any work or services under this Agreement without the City's prior written consent 18. Compliance with Applicable Law. Consultant shall comply with all app] icahle federal, state, and local law in the performance of this Agreement 19. Equal Opportunity. (a) In conformity with the Kansas as against discrimination and Chapter 13 of the Salina Code, the Consultant and its subcontractors, if any, agree that: (1) The Consultant shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability: (2) The Consultant shall 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'. (3) If the Consultant fails to comply with the manner in which the Consultant reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the Consultant shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part by the City: (4) If the Consultant is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Consultant shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in pan, by the City; (5) The Consultant shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race, sex. religion, age, color, national origin, ancestry or disability; and (h) The Consultant shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreenment if the Con -sultan (1) Gnploys fewer than four employees during the term of this Agreement; or (2) Contracts with the City for cumulatively 55,000 or less during the City's calendar fiscal year. 20. Administration of Agreement All references in this Agreement requiring the City's participation or approval shall mean the participation cr approval of die City Manager or his designee, unless otherwise provided herein. 21. Attorney Fees. If any suit or anion is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall he entitled to recover reasonable attorney fees and expenses from the non -prevailing party. in addition to any other amounts to which it may be entitled. 22. Right to Independent Legal Advice. The Consultant understands and acknowledges the right to have this Agreement reviewed by legal counsel of the Consultant's choice. 23. Applicable Law: Venue, This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the Saline County, Kansas District Court, 24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party 25. 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 termination time shall extend to 5.00 p.m. of the next full business day. 26. Severability. The mearforecability, invalidity, or illegality ofany prevision ofdris Agreement shall not tender the other provisions unenforceable, invalid, or illegal. 27, Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full nvd legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authnn?cd by the goveming body breach party. 28. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and authorized assigns of the parties hereto. 29. Counterparts. This Agreement 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 constimm one agreement. 30. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the parry against whom the enforcement of the change, waiver, or termination is sought. 31. W nivee No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every tern of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. 33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement There are no intended third party beneficiaries under this Agreement, and no third panics shall have any rights or make any claims hereunder. 34. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions insetted or attached, and initialed by all parties, shall supersede all conflicting printed provisions. 35. Feminine-Masculine, Singular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 36. Headings. The headings of the sections mf this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 37. Merger Clause. These to. 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, oml or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA, KA/. AS By: Cs- Jas n A, Gage. ,,C''ityll Manage Attest: &) Sh H MC, City Clerk To.: 1 Cou By, . T ler Gli man Pr ( wni s,",1'_!114 06 1 %) EXHIBIT A RESPONSIBILITIES OF THE PARTIES The earth annund/beneath the abutment in the southwest corner of the North Ohio Street Bridge has eroded, and the City of Salina seeks a recommendation to repair the erosion. Services included in this scope shall include: Review design and/or as -built plans for North Ohio Bridge project. Visit bridge and view erosion problem. Prepare report recommending repair strategy. A-1 EXHIBIT B TERM; SCHEDULE I. Report and invoice for payment shall be complete and submitted to the City by December 31, 2014. IM EXHIBIT C BASIS OF PAYMENT Consultant shall charge expenses on time and material basis. Expenses shall not exceed $2,000. C-1 EXHIBIT D INSURANCE. REQUIREMENTS (Consultant Services) Pursuant to Section 6 of the Agreement, the Consultant shall obtain, pay for, and maintain and shall require each of its authorized subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following requirements: I. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Consultant hereunder, all policies shall name as an additional insured the City, its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall be as broad as the insurance for the named insured, including defense expense coverage, and shall apply as primary and non- contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. In the event coverage is provided on a claims -made basis, the insurance shall be maintained for a period of not less than two (2) years after completion of the contract or in lieu thereof purchase of tail coverage (extended reporting period) under which the City shall be afforded protection. D. Premium and Deductible Expenses, The Consultant shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Contract. 2. Specific Coverage Requirements. A. Professional Liability — Errors and Omissions. The Consultant shall maintain professional liability insurance covering against claims for damage arising from the work performed by the Consultant as specified in this contract. The policy limits shall not he less than the following: • Each occurrence 51,000,000 • General aggregate $1,000,000 B. Commercial General Liability ("CGL"). The Consultant shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent and shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Contractual Liability, Independent Consultants and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 D -I Rev. 11.04:13 • Personal and Advertising Liability 51,000,000 C. Business Automobile Liability ('BAL"). The Consultant shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Consultant and include automobiles not owned by but used on behalf of the Consultant. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 D. Workers' Compensation/Employer's Liability. The Consultant shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability (Coverage Pail B) o $100,000 each accident o $500,000 disease -- policy limit o $100,000 disease— each employee D-2 Rev.11/04/13 • Personal and Advertising Liability S1,000,000 C Business Automobile Liability (`BAL"). The Consultant shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Consultant and include automobiles not owned by but used on behalf of the Consultant. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 D. Workers' Comoensation/Emolover's Liability. The Consultant shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability (Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease—each employee D_2 Rev_ 1 1!04/ 13