Kaw Valley Engineering Parks CIP Concrete1· '
AGREEMENT BETWEEN THE CITY OF SALINA, KANSAS
and
Kaw Valley Engineering, Inc.
for
Engineering Services for Parks CIP Concrete Projects
This Agreement is entered into February 11, 2023 by and between the City of Salina, Kansas, (the "City") and Kaw Volley
Engineering Inc., 1627 Sunflower Lone, Solina, KS 6740 I (the "Consultant").
Recitals
A. The City desires to contract for engineering design services for the purpose of developing plans and specifications for
the reconstruction of nearly 650 feet of Cedar Ridge Drive west of Markley Road in compliance with federal, state, and local
regulations .
B. The 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 munml promises set forth in this Agreement, agree and covenant :
I. Dcfinltiom1. Capitalized words used in this Agreement shall have the following meanings:
"Agreement" incans this Agreement for engineering design services, as amended and supplemented from time to
time.
"City" means the City of Salina, Kansas.
"Consultant" means Kaw Valley Engineering Inc. and its successors.
2. Exhibits. 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: Tenn; Schedule ~
Exhibit C: Basis of Payment {8]
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 timefmme
and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the te1·ms 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 Reguirements.
6.1. Types and Amount of Coverage. The Consultant agrees to obtain insurance coverage as specified in Exhibit
.Q, 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 nny 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.
Consullnnt Services (2014-06· I 8)
6.2. Rating . All insurance policies slmll be issued by insurance companies rated no less than A-VII in the most
recent "Bests" insurance guide, and admitted in the State of Kansas. Except as otherwise specified in Exhibit D, nil such
policies shall be in such form and contain such provisions ns are generally considered standard for the type of insurance
involved.
6.3. Certificate oflnsurance. The pnrties acknowledge that the Consultant has provided the City with a 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 of all insurance policies procured by the Consultant
pursuant to this Agreement, including nny and all endorsements affecting the coverage required hereunder.
7. Injury to Persons or Damage to P1·operty. The Consultant acknowledges responsibility for any injury to pcrson(s)
or damnge 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 Mnm1gcment 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 arc cnused by the wrongful acts, negligent nets, errors, or omissions arising out of or related to the services of the
Consultant, its employees, agents, or any tier of subcontractors in the performance of this Agreement.
9. Voluntary Termination. Either party may terminate this Agreement, with or without cause, upon thirty (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 satisfactorily performed through the date of termination, but no compensation shall be earned after the
effective date of the termination. Within five (5) days of any such tennination, all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs, reports or other material prepared by the Consultant pursuant to this Agreement
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 virtue of any breach of this Agreement by the Consultant, and the City may withhold any payments to the
Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant may be
detem1ined.
10. Default. If either party foils to comply with any term of this Agreement within ten (I 0) days after written notice to
comply has been mailed by the non-defaulting party lo the defaulting party, such failure shall be deemed an immediate breach
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
remedies, in addition to any other rights and remedies provided under this Agreement or by law:
11.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the
defaulting party's rights under this Agreement.
11.2 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-defuulting party under
this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non-defaulting party
resulting from such Event of Default.
12. Non-Assignable. 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 be 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 appearing on the return receipt,
but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or
commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as
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nppenrs below for each party, provided thnt if any party gives notice of a chnnge of name or address , notices to the giver of that
notice shall thcrcnftcr be given as demanded in that notice.
CITY:
CONSUL TANT:
City Clerk
Attn: JoVonna Rutherford
P.O. Box 736
Salinn, KS 67402-0736
Kaw Valley Engineering , Inc.
1627 Sunflower Lane
Salinn, KS 67401
14. Retention and lmmection of Record~. 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 pnyment under this Agreement (the "Retention
Period"); 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 litigntion, 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 crcntcd
pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all infonnntion obtained pursu11nt to this
pamgmph for the purposes of reviewing, con finning, 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 the Kansas open records act or other applicable law.
IS. Non-appropriation. The City is subject to Kansas budget and cash basis laws, und operates on a calendar fiscal year.
In the event thnt this Agreement involves financial obligations spanning multiple fiscal ycnrs for the City, it is subject to nnnual
appropriation by the City's governing body for future fiscal years . If the City's governing body does not appropriate the funds
necessary to fulfill the City's financial obligations pursuant to this Agreement, the City shall so notify the other parties to this
Agreement and this Agreement shall be null and void for purposes of the fiscal yenr(s) nffccted by the decision of the governing
body not to npproprinte.
16. Relationship. It is expressly understood thnt Consultant in performing services under this Agreement, does so as an
independent contractor. The City shall neither hnve nor exercise any control or direction over the methods by which Consultant
performs its responsibilities as outlined in Exhibit A. The sole interest and responsibility of the City is to see that the services
covered by this Agreement ore performed and rendered in a competent , efficient, and satisfactory manner. Consultant shall be
exclusively responsible for nil taxes, withholding payments, employment-based benefits, deferred compensation plans ,
including but not limited to its workers compensation and :1ocial security obligations, and the filing of all necessary documents,
forms, or returns pertinent to the foregoing .
17. Subcontracting. 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 applicable federal, state , and local law in the perfom10nce of this Agreement.
19. Equal Opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Consultant and its
subcontractors, if any, agree thnt:
(I) The Consultant shall observe the provisions of the Kansas net 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 ofmce, sex, religion, age, color, nntionnl origin, ancestry or disability;
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(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 part, 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
(6) The Consultant shall include similar provisions in any subcontract under this A!,rreement.
(b) The provisions of this section shall not apply to this Agreement ifthe Consultant :
(1) Employs fewer than four employees during the tenn of this Agreement; or
(2) Contracts with the City for cumulatively $5 ,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 or approval of the City Manager or his designee, unless otherwise provided herein.
21. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in
such suit or action shall be 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, Kansns District Court.
24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against uny
purty.
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 ofa time period fall on u legal holiday that tenninntion time shall extend to 5:00 p.m . of the next full business day.
26. Scverahility. The uncnforccability, invalidity, or illegality of any provision of this Agreement shall not render the other
provisions unenforceable, invalid, or illegal.
27. Authority 1tnd Consent to Tr1tnsnction. Each party represents to the other that the person executing this Agreement
has full and 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 authorized by the governing body of each party.
28. Pcrson5 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 nil purposes constitute one agreement.
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30. Amendments. Neither this Agreement nor any of its tenns may be changed or modified, waived, or terminated except by
an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver,
or termination is sought.
31. Waiver. 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 term
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 parties shall have any rights or make
any claims hereunder.
34. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached, and initialed by
all parties, shall supersede all conflicting printed provisions.
35. Feminine-Masculine, Singulnr-Plurnl. Wherever used, singular shall include the plural, plural the singular, and use of
any gender shall include all gender.;.
36. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and
shall not affect the interpretation of nny provision hereof.
37. Merger Clause. These tenns 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 al 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.
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EXHIBIT A
RESPONSIBILITIES OF THE PARTIES
Scope of the project include design of 650' of Cedar Ridge Drive West of Markley Road.
Field Check:
• 50% Design Complete-Plans will be submitted to the City for review.
• Cost Estimate
• Develop traffic control plan.
• Identify need for construction easements.
• Provide utility coordination
Office Check:
• Field Check Comments -Field check comments will be addressed.
• 100% Design Complete -Plans will be submitted to the City for review.
Cost Estimate
• Prepare and submit NOL Prepare SWPPP documents.
Final Plans:
• Office Check Comments -Office check comments will be addressed.
• Consultant to assist with development of project manual.
• Consultant will submit a PDF of the plans for bidding the project.
• Final Cost Estimate
Bidding Assistance:
• Consultant will answer contractor questions during bidding, provide addendum documents
as needed, and review the bid tabs.
Construction Related Services:
• Consultant will provide assistance with contractor questions during construction .
• Consultant will provide assistance with the review of design submittals.
• Consultant will perform a maximum of 6 construction progress/site meetings.
Additional construction related services can be negotiated if desired by the City for an
additional fee.
Items provided by the City:
• Topographic survey and right-of-way.
• Easement documents and acquisition.
• Project Manual
• Bidding Services
A-1
EXHIBITB
TERM; SCHEDULE
Project Schedule
• Notice to Proceed -February 2023
• Surveying (by City)-completed
• Field Check Design Completed -March 2023
• Office Check Completed -April 2023
• Final Check Completed -May 2023
• Bid Letting -June 2023
• Construction -September 2023 to April 2024
B-1
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EXHIBITC
BASIS OF PAYMENT
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EXHIBITD
INSURANCE REQUIREMENTS
(Co11s11/ta11t 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
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, with respect to the commercial general liability policy
required hereunder, shall be endorsed to 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. If coverage is written on a claims-made basis for any of the
policies required by this Agreement, the Consultant must maintain the coverage for a minimum of
two (2) years from the date of final completion of all work under the Agreement.
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 Agreement.
2. Specific Coverage Requirements.
A. Professional Liability -Errors and Omissions. The Consultant shall maintain
professional liability insurance covering errors and omissions, including the performance of
professional design or related services, with limits of not less than $1,000,000. In the event coverage
is provided on a claims-made basis, the professional liability insurance shall be maintained for a
period of not less than two (2) years after completion of the Contract or, in lieu thereof, the
Consultant shall purchase tail coverage (extended reporting period) under which the City shall be
afforded protection.
B. Commercial General Liability ("COL"). The Consultant shall maintain COL
coverage written on ISO Occurrence fo1m CGOO 01 or an industry equivalent, which shall cover
liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations,
Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not
be less than the following:
D-1
• Each occurrence
• General aggregate
• Personal and Advertising Liability
$1,000 ,000
$2,000,000
$1,000,000
C. Business Automobile Liability ("BAL"). The Consultant shall maintain BAL
coverage written on ISO form CA 00 0 l 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 Jess than the
following:
• Workers' Compensation (Coverage Part A)
o Statutory
• Employer's Liability (Coverage Part B)
o $I 00,000 each accident
o $500,000 disease -policy limit
o $100,000 disease -each employee
D-2