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Pump Station 13STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT, made as of 19K5, between the City of Salina, Kansas (OWNER) and Wilson & Company, Engineers & Architects, with an office at 1700 E. Iron, Salina, Kansas, (ENGINEER). OWNER intends to abandon Pump Station No. 13 and construct a new pump station and force main. The improvements (Project) covered by this Agreement include the following principal items: Abandonment of Wastewater Pump Station No. 13, approximately 200 L.F. of gravity sewer, new pump station complete with wet well and control building, chemical feed system complete with storage tank and pump in a concrete vault below grade, approximately 7,100 L.F. of force main, and all other work appurtenant to the above. 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 the 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 civil, environmental, structural, mechanical and electrical engineering services and customary architectural 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 Final Design Phase, ENGINEER shall: 1.4.1. Prepare for incorporation in the Contract Documents final 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 (which will be prepared in conformance with the 16 -division format of the Construction Specifications Institute). 1.4.2. 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. Page 1 of 12 Pages 1.4.3. 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. 1.4.4. 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 and Instructions to Bidders (all of which shall be consistent with the forms and pertinent guide sheets prepared by the Engineers Joint Contract Documents committee), and assist in the preparation of other related documents. 1.4.5. The duties and responsibilities of ENGINEER during the Final Design Phase are as follows: A. Perform all necessary field surveys and measurements required for Final Design. B. Coordinate necessary subsurface soil investigations with a geotechnical firm pursuant to paragraph 3.4. C. Prepare drawings, specifications, applications, and supporting data and other documentation necessary to submit designs to regulatory and permitting agencies. D. Indicate land requirements necessary for permanent acquisition and for construction purposes. ENGINEER will determine property owner and boundary location for new pump station and write legal description for site. E. Improvements shall include the following principal items: 1. Abandonment of Pump Station No. 13 2. Gravity Sewer (approximately 200 L.F.) 3. Pump station, complete with the following: a. Wet well, (10 ft. sq. or 12 ft. dia. with liner) b. Control Building (approximately 8 ft. sq. FRP Building) c. Pumps with controls d. Piping and valves 4. Chemical feed, complete with the following: a. FRP storage tank b. Feed pump c. Concrete vault (below grade) d. Piping and valves 5. Force main (approximately 7,100 L.F.) 6. Coordinate power requirements and power supply facilities with KPL Page 2 of 12 Pages F. At completion of the Final Design Phase, ENGINEER shall furnish two copies of the Contract Documents and present and review them with the OWNER. Following review with OWNER, the Contract Documents shall be submitted to the Kansas Department of Health and Environment (KDHE) for review and approval. The Final Design Phase shall be completed and submitted to the OWNER by 1 March 1995. G. Upon receipt of review comments from KDHE and 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 10 working days from receipt of review comments. 1.5. Project Bidding. Scope and fee to be negotiated at a later date by a Supplemental Agreement. 1.6. Construction -Related Engineering Services. Scope and fee to be negotiated at a later date by a Supplemental Agreement. 1.7. Operational Phase - Scope and fee to be negotiated at a later date by a Supplemental Agreement. 1.8. Resident Project Representative Services. Scope and fee to be negotiated at a later date by a Supplemental Agreement. SECTION 2 - ADDITIONAL SERVICES OF ENGINEER 2.1. Services Requiring Authorization in Advance. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraphs 2.1.1 through 2.1.13, inclusive. These services are not included as part of Basic Services. These Additional Services will be paid for by OWNER as indicated in Section 5. 2.1.1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effect on the design requirements of the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2.1.2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. 2.1.3. Services resulting from 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 financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, Page 3 of 12 Pages 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. 2.1.4. Providing renderings or models for OWNER's use. 2.1.5. Preparing documents for alternate bids requested by OWNER for Contractor(s)' work which is not executed or documents for out -of -sequence work. 2.1.6. 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 financing 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 performed by OWNER. 2.1.7. Furnishing services of independent professional associates and consultants for other than Basic Services (which include, but are not limited to, customary civil, environmental, structural, mechanical and electrical engineering and customary architectural design incidental thereto); and providing data or services of the types described in paragraph 3.4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.4. 2.1.8. If ENGINEER's compensation is on the basis of a cost-plus fixed fee method of payment, and if services resulting from the award of additional separate prime contract for construction, materials or equipment for the Project are contemplated, then additional fees shall be negotiated for these services. 2.1.9. Services during out-of-town travel required of ENGINEER other than visits to the site or OWNER's office as required by Section 1. 2.1.10. Providing any type of property surveys or engineering surveys and staking to enable Contractor(s) to proceed with their work; and providing other special field surveys. 2.1.11. Preparation of operating, maintenance and staffing manuals. 2.1.12. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project. 2.1.13. 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. Page 4 of 12 Pages 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 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 information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project. 3.2. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction 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 information 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 performance of ENGINEER's Basic Services the following: 3.4.1. Data prepared by or services of others, including without limitation: borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; 3.4.2. Appropriate professional interpretations of all of the foregoing; 3.4.3. Environmental assessment and impact statements, if required; 3.4.4. Other special data or consultations not covered in Section 2; all of which ENGINEER may use and rely upon in performing services under this Agreement. 3.5. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 3.6. Examine all studies, reports, sketches, Drawings, 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 permits 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. Page 5 of 12 Pages 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 findings 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 ENGINEER to provide, Additional Services as stipulated in paragraph 2.1 of this Agreement or other services as required. 3.12. Bear all costs incident to compliance with the requirements of this Section 3. SECTION 4 - PERIODS OF SERVICE 4.1. The provisions of this 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. Upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the Final Design Phase, and shall deliver Contract Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Project within the stipulated period indicated in paragraph 1.4.5. 4.3. If OWNER has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. 4.4. If ENGINEER's services for design of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ENGINEER's control, ENGINEER shall on written demand to OWNER (but without termination of this Agreement) be paid as provided in paragraph 5.3.2. If such delay or suspension extends for more than one year for reasons beyond ENGINEER's control, the various rates of compensation provided for elsewhere in this Agreement shall be subject to equitable adjustment. 4.5. In the event that the work designed or specified by ENGINEER is to be furnished or performed under more than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or more prime contractors (such as in the case of fast -tracking), Page 6 of 12 Pages OWNER and ENGINEER shall, prior to commencement of the Project Bidding Phase, develop a schedule for performance of ENGINEER's services during the Project Bidding and Construction Phases, in order to sequence and coordinate properly such services as are applicable to the work under such separate contracts. This schedule is to be prepared whether or not the work under such contracts is to proceed concurrently. 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 1.05), fixed fee and all other direct costs in providing the services. In the event a gross receipts, sales or services tax is imposed for these services, the taxes will be added in addition to the total fees listed herein and payment shall be made by the OWNER. TOTAL PAYMENT, not including gross receipts, sales or services tax, to the ENGINEER for the services described is estimated to be as follows: Project Estimated Fixed Estimated Cost Description Cost Fee Plus Fixed Fee Section 1.4 Final Design Phase $38,530 $6,370 $44,900 ESTIMATED TOTAL PAYMENT $38,530 $6,370 $44,900 5.1.1.2. Professional Associates and Consultants. For services and Reimbursable Expenses of independent professional associates and consultants employed by ENGINEER to render Basic Services, the amount billed to ENGINEER therefor times a factor of 1.1. 5.1.1.3. Notice of Relationship of Payments to Estimated Total Compensation. If it becomes apparent to ENGINEER at any time before Basic Services to be rendered under this Agreement have been about eighty percent completed that the total amount of compensation to be paid to ENGINEER on account of Basic Services pursuant to paragraphs 5.1.1.1 and 5.1.1.2 will exceed the ESTIMATED TOTAL PAYMENT indicated above (which figures are ENGINEER's Page 7 of 12 Pages estimates of the amounts that will become payable for such services), ENGINEER shall give OWNER written notice thereof. Promptly thereafter OWNER and ENGINEER shall review the matter of compensation for such Basic Services, and either OWNER shall accede to such compensation exceeding said estimated amounts or OWNER and ENGINEER shall agree to a reduction in the remaining services to be rendered by ENGINEER under this Agreement so that total compensation for such Basic Services will not exceed such estimated amounts when such services are completed. 5.1.2. Additional Services. OWNER shall pay ENGINEER for Additional Services rendered under Section 2 as follows: 5.1.2.1. General. For Additional Services of ENGINEER's principals and employees engaged directly on the Project and rendered pursuant to paragraph 2.1 (except services as a consultant or witness under paragraph 2.1.12), on the basis of ENGINEER's Director Labor Costs, plus Reimbursable Expenses, plus Direct Labor Costs times a factor of 1.05 plus a fixed fee of 15 percent of all costs. 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 therefor times a factor of 1.1. 5.1.2.3. Serving as a Witness. For services rendered by ENGINEER's principals and employees as consultants or witnesses in any litigation, arbitration or other legal or administrative proceeding in accordance with paragraph 2.1.12, at the rate of $120.00 per hour for principals and $75.00 per hour for employees or any portion thereof, plus Reimbursable Expenses (but compensation for time spent in preparing to appear in any such litigation, arbitration or proceeding will be on the basis provided in paragraph 5.1.2.1). Compensation for ENGINEER's independent professional associates and consultants will be on the basis provided in paragraph 5.1.2.2. 5.1.3. The terms "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 fixed 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. If OWNER fails to make any payment due ENGINEER for services within thirty days after receipt of ENGINEER's statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day, and in addition, ENGINEER may, after giving thirty days written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. Page 8 of 12 Pages 5.3.2. 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. 5.3.3. 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 at the time of periodic invoices. 5.4. Definitions. 5.4.1. 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, architects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business personnel; and includes indirect payroll related costs or fringe benefits. 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 - CONSTRUCTION COST AND OPINIONS OF COST 6.1. Construction Cost. The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of the portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs 3.6 through 3.8 inclusive. 6.2. Opinions of Cost. 6.2.1. 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 Page 9 of 12 Pages 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 an independent cost estimator as provided in paragraph 3.8. SECTION 7 - GENERAL CONSIDERATION 7.1. Termination. 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. All documents including Drawings and Specifications 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. ENGINEER shall procure and maintain insurance for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. 7.4. Controlling Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. Page 10 of 12 Pages 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 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. 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 12, 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 cancelled by a duly executed written instrument. Page 11 of 12 Pages IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER City of Salina, Kansas Recommended By: . Title: Director of Engineering & Utilities "Ram Attes m Attest: MAT/slg ENGINEER Wilson & Company Engineers & Architects 1700 E. Iron Avenue Salina, Kansas 67401 Ronald L. Chandler, Partner Page 12 of 12 Pages