Utilities Div. Organizational SturctureP
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT, made as of i' ?S , 2005, between the City of Salina,
Kansas (OWNER) and Wilson & Company, Inc., .Engineers & Architects, 1700 East Iron Avenue, Salina,
Kansas, (ENGINEER). OWNER intends to evaluate the organizational structure of the Utility Division of
the Salina Public Works Department.
The study is prompted by recent vacancies in two key leadership positions and anticipated retirements of
other key leadership positions in the Utilities Division within the next five years. The project is expected
to involve conducting staff interviews and evaluating key leadership positions. OWNER and ENGINEER
in consideration of their mutual covenants herein agree in respect to the performance of services by
ENGINEER and the payment for those services by OWNER as set forth below.
SECTION 1 - BASIC SERVICES OF ENGINEER
1.1. General. ENGINEER shall facilitate an evaluation of the organizational structure of the Utilities
Division of the Salina Public Works Department. The evaluation will focus on key leadership
positions within the water and wastewater divisions. The findings of the evaluation and
recommendations for changes will be presented in a letter report to city staff. The study will include
the following key tasks:
• Review an overview of the Salina water and wastewater operations to be provided by the
City.
• Review the organizational charts, job descriptions and related data to be provided by the
City.
• Perform site visits to both the water and wastewater facilities and shops.
• Develop an interview questionnaire and conduct interviews with the existing six middle
management positions and six maintenance/operator positions. Individuals to be interviewed
will be identified by city staff.
• Prepare a draft letter report with findings and recommendations.
• Conduct a round table presentation/discussion of the draft report with staff and middle
management.
• Finalize the report and recommendations and present findings .to city staff.
SECTION 2 - ADDITIONAL SERVICES OF ENGINEER — None identified at this time.
Page 1 of 6
SECTION 3 - OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER:
3.1. Designate a person to act as OWNER's representative during the evaluation.
3.2. Arrange for site visits to all facilities as requested by ENGINEER.
3.3. Schedule interviews of staff as requested by ENGINEER.
3.4. Provide written overview of Water and Wastewater Division operations.
3.5. Provide organizational charts and job descriptions.
3.6. Review and comment on findings and recommendations of evaluations.
3.7. Bear all costs incident to compliance with the requirements of this Section 3
SECTION 4 - PERIODS OF SERVICE
4.1. The services described in paragraphs 1.1 shall be completed so that a final report and
recommendations can be presented to City Staff by 1 June 2005.
SECTION 5 - PAYMENTS TO ENGINEER, COST PLUS A FIXED FEE METHOD OF
PAYMENT
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 1 as follows:
5.1.1.1. Fee and Method of Payment. For the services described herein, the OWNER agrees to
pay the ENGINEER on a cost plus fixed fee basis. The ESTIMATED TOTAL PAYMENT
shown below shall not be exceeded without authorization by the OWNER. Payments for the
ENGINEER's costs shall be based on actual costs incurred in providing the services described.
However, the fixed fee shall be exactly the amount stated below unless revisions are made by
supplemental agreement to the Scope of Services, in which case, the amount of the fixed fee and
the estimated cost payable to the ENGINEER shall be revised accordingly. Payments shall
compensate the ENGINEER for all direct labor costs, reimbursable expenses, overhead rate
(currently at 1.75), fixed fee and all other direct costs in providing the services. TOTAL
PAYMENT to the ENGINEER for the services described is estimated to be as follows:
Page 2 of 6
Scope
Section
Number
Description / Task
Estimated
Cost
Fixed
Fee
Total
1.1
Utilities Division
Management Study
$8,596
$1,271
$9,867
Total
1 $8,596
1 $1,271
$9,867
5.1.2. The terms "direct labor costs" and "reimbursable expenses" have the meanings assigned to
them in paragraph 5.4.
5.2. Other Provisions Concerning Payments.
5.2.1. In the event of termination 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 termination by OWNER
during any phase of the Basic Services, ENGINEER also will be reimbursed for the charges of
independent professional 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 Reimbursable Expenses, plus Direct Labor Costs times a factor of the overhead
rate plus a fee of 15 percent of all costs for services rendered during that phase to date of
termination by ENGINEER's principals and employees engaged directly on the Project. In the
event of any such termination, ENGINEER will be paid for all unpaid Additional Services.
5.2.2. 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. Copies
will be made available to OWNER on request.
5.3. Definitions.
5.3.1. Direct labor costs used as a basis for payment mean salaries and wages, basic and incentive,
paid to all ENGINEER's personnel engaged directly on the Project, including, but not limited to,
engineers, surveyors, designers, draftsmen, specification writers, estimators, other technical and
business personnel; and includes indirect payroll related costs or fringe benefits.
5.3.2. 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; 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.
SECTION 6 - OPINIONS OF COST
6.1. Not Applicable
Page 3 of 6
SECTION 7 - GENERAL CONSIDERATION
7.1. Termination.
7.1.1. The obligation to provide further services under this Agreement may be terminated 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 prepared or furnished by ENGINEER (and ENGINEER's independent
professional associates and consultants) pursuant to this Agreement are instruments of service in
respect of the Project and ENGINEER shall retain an ownership and 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 than
$500,000 covering the liability of the ENGINEER 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 firm 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.
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 in carrying out the
Page 4 of 6
i
work contemplated under this contract, and shall hold the OWNER free and harmless for all
personal injuries of all persons who the ENGINEER may employ directly.
ENGINEER shall require all his consultants, agents and independent contractors have insurance
deemed adequate by the OWNER.
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. 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.
ENGINEER shall require 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 executed, if requested by OWNER. These
certificates shall contain a provisions that coverage that is afforded under the policies will not be
cancelled until at least thirty (30) days prior written notice has been given to the OWNER and
acknowledged.
7.3.6. Notice of Claim
The ENGINEER, upon receipt of notice of any claim in excess of $1,000 in connection with this
contract shall promptly notify the OWNER, providing full details thereof, including an estimate of
the amount or loss of liability.
7.3.7 Indemnification Clause
The ENGINEER agrees to indemnify and save harmless the OWNER, its officials, servants,
officers, directors and employees from and against all expenses and judgments for personal injury
or death or damage to property where, and to the extent caused by the ENGINEER's negligent acts,
errors or omissions.
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.
Page 5 of 6
7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under 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 law or the effect of this limitation may be restricted by law.
Unless specifically stated to 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 in this
Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and
ENGINEER and not for the benefit of any other party.
This Agreement (consisting of pages 1 to 6, 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 or canceled by a duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and
year first above written.
OWNER: ENGINEER:
City of Salina, Kansas Wilson & Company, Inc.,
Engineers & Architects
1700 E. Iron Avenue
Salina, Kansas 67401
R en b
Sh n O'Leary, KWks
Toy se r
iaun, P.E.
Director of Publi Vice President
Approved by:
Dennis Kissin
City Manager
Page 6 of 6
CITY OF SALINA, KANSAS
Management Evaluation of
Public Works Utilites Division
Prepared By: TM Eisenbraun
04/15/05
Filename: Salina Management Study Fee.xls
LABOR COSTS:
Scope
Section
Number
COST DATA - Hourly Rates, Overhead & Markup
P7
$55.00 OA3&4 $14.00 OH 1.75
P6
$45.00 0D1-PD3 $0.00 Markup 15%
P4
$0.00
P1-3
$0.00
Scope
Section
Number
Description / Task
Proj
Admin Manager
P7 P6
Prof Design
Engr Engr
P4 131-3
CADD
Tech Clerical
ODI-PD3 OA3&4
Total
Hrs
Direct
Labor
Cost
OH
Cost
Fixed
Fee
Total
Labor
Fee
10 $10
$100
Total
$9,867
1.1
Management Stud
$120
Markup on Expenses N/A
$0
Total Expenses
$120
Review Data
8
1
8
$360
$630
$149
$1,139
Conduct Site Visits/Interviews
16
16
$720
$1,260
$297
$2,277
Prepare Draft Report
24
6
30
$1,164
$2,037
$480
$3,681
Conduct Roundtable Discussions
6
6
$270
$473
$111
$854
Prepare & Present Final Report
12
2
14
$568
$994
$234
$1,796
Totals
0 66
0 0
0 8
74
$3,082
$5,394
$1,271
$9,747
DIRECT EXPENSES:
Item / Description
Unit
No. Cost
Total
Cost
Total Direct Labor Cost
$3,082
Mileage miles
40 $0.50
$2-0—
20Re
Report
ort Printing/covers
10 $10
$100
Total
$9,867
Total Direct Expense Cost
$120
Markup on Expenses N/A
$0
Total Expenses
$120
Page 1 of 1
SUMMARY:
VVIN am
& COMPANY
Total
Total Direct Labor Cost
$3,082
Total OH Cost
$5,394
Total Markup
$1,271
Total Direct Expenses
$120
Total
$9,867
VVIN am
& COMPANY
DEPARTMENT OF PUBLIC WORKS Ca,of
Shawn O'Leary, P. E., Director of Public Works
Bradley Johnson, P.E., City Engineer
Michael Fraser, General Services Director
Martha Tasker, Utilities Director
TELEPHONE (785) 309-5725
FAX 785 309-5713
TDD 785 309-5747
E-MAIL • shawn.olegyksalina.or
bradlev.iohnsonna salina.ora
mike. fraser@salina.org
martha.taskergsalina. org
300 West Ash • P.O. Box 736 aidium
Salina, Kansas 67402-0736 WEBSITE • www.salina-ks.gov
MEMO TO: Dennis Kissinger, City Manager
MEMO FROM: Shawn O'Leary, Director of Public Works
SUBJECT: Engineering Agreement, Utilities Division Organizational
Structure
DATE: April 22, 2005
Please find attached the proposal from Wilson & Company for a third party review
of our current organizational structure within our Utilities Division. I spoke to Deb
Demel a couple of months ago regarding this management approach to address
current personnel and organizational issues within the Utilities Division. We have
allowed three positions in the Utilities Division (Wastewater Superintendent, Water
Plant Supervisor and WW Plant Operator I) to remain vacant until completion of
this management evaluation. It is possible that those positions and others may be
changed or eliminated as a result of our findings from this evaluation.
Also attached is a scope of work for this management evaluation, developed by
Martha Tasker and myself, that we shared with Wilson & Company staff to assist
them in understanding our needs and to incorporate those services into the proposed
contract. One of the key advantages of hiring Wilson & Company for this particular
project is the recent addition to their Salina staff of Mr. Dennis Clennan, P.E.,
retired Director of Public Works from the City of Hutchinson, Kansas. Mr. Clennan
will serve as the project manager.
The attached contract is written on a cost plus fixed fee basis with an amount not to
exceed $9,867. If approved, this fee would be paid from the "Other Contractual"
line item (690-380-110-895.000) within the 2005 Water Administration operating
budget. Currently, $25,000 is budgeted in that account and the remaining balance is
$23,153.17. That account has traditionally been used for unforeseen engineering
services. If the contract is approved, the project will be completed and a report
provided by June 1, 2005.
Thank you for your consideration of this request. If you have any further questions
or need additional information, please do not hesitate to ask.
cc: Deb Demel
Martha Tasker
Our Mission is to Build and Maintain a Clean, Safe Community ell�—