Water Plant Improvementsh
AGREEMENT
for
CONSULTING SERVICES
between
THE CITY OF SALINA, KANSAS
and
WILSON & COMPANY, ENGINEERS & ARCHITECTS
THIS IS AN AGREEMENT made as of
ZI 1989, between the
City of Salina, Kansas, (OWNER) and Wilson & Aompany, Engineers &
Architects with offices at 631 E. Crawford, Salina, Kansas, (ENGINEER).
OWNER intends to make improvements to the existing municipal water treat-
ment plant and high service pumping facilities to meet projected future
water supply and treatment requirements.
The Project shall consist of two separate parts described below:
Part 1 - High Service Pumping Station involves the construction of a new
high service pumping station at the municipal water treatment plant hav-
ing a firm pumping capacity of 25 million gallons per day (MGD) with pro-
visions for future expansion to 30 MGD.
Part 2 - Water Treatment Plant Improvements involves improvements to the
existing municipal water treatment facilities to increase treatment
capacity to 20 MGD with provisions for future expansion to 24 MGD.
The provisions of this Agreement shall apply to both Parts of the
Project.
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
I.I. General.
1.1.1. ENGINEER shall provide for OWNER professional engineering
services in all phases of the Project to which this Agreement applies as
hereinafter provided. These services will include serving as OWNER's
professional engineering representative for the Project, providing pro-
fessional engineering consultation and advice and furnishing customary
civil, structural, mechanical and electrical engineering services and
customary architectural services incidental thereto.
1.2. Study and Report Phase. - Not Used.
Page 1 of 13 pages
1.3. Preliminary Design Phase.
After written authorization to proceed with the Preliminary Design Phase,
ENGINEER shall:
1.3.1. In consultation with OWNER and on the basis of the accepted
Study and Report documents, determine the general scope, extent and char-
acter of the Project.
1.3.2. Prepare Preliminary Design documents consisting of final
design criteria, preliminary drawings, outline specifications and written
descriptions of the Project.
1.3.3. Advise OWNER if additional data or services of the types
described in paragraph 3.4 are necessary and assist OWNER in obtaining
such data and services. -
1.3.4. Based on the information contained in the preliminary design
documents, submit a revised opinion of probable Total Project Costs.
1.3.5. Furnish five copies of the above Preliminary Design docu-
ments and present and review them in person with OWNER.
The duties and responsibilities of ENGINEER during the Preliminary Design
Phase are amended and supplemented as indicated in Part 1, paragraph 1
and Part 2, paragraph 1 of Exhibit A "Further Description of Basic
Engineering Services and Related Matters."
1.4. Final Design Phase.
After written authorization to proceed with the Final Design Phase,
ENGINEER shall:
1.4.1. On the basis of the accepted Preliminary Design documents
and the revised opinion of probable Total Project Costs prepare for
incorporation in the Contract Documents final drawings to show the gen-
eral scope, extent and character of the work to be furnished and per-
formed by Contractor(s) (hereinafter called "Drawings") and
Specifications (which will be prepared in conformance with the sixteen
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.
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.
Page 2 of 13 pages
11
1.4.4. Prepare for review and approval by OWNER, its legal counsel
and other advisors contract agreement forms, general conditions and sup-
plementary conditions, and (where appropriate) 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. Furnish five copies of the above documents and of the
Drawings and Specifications and present and review them in person with
OWNER.
The duties and responsibilities of ENGINEER during the Final Design Phase
are amended and supplemented as indicated in Part 1, paragraph 2 and
Part 2, paragraph 2 of Exhibit A "Further Description of Basic
Engineering Services and Related Matters."
1.5. Bidding or Negotiating Phase. - Not Used.
1.6. Construction Phase. - Not Used.
1.7. Operational Phase. - Not Used.
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 2.1.14, inclusive. These services are not included as part of
Basic Services except to the extent provided otherwise in Exhibit A
"Further Description of Basic Engineering Services and Related Matters";
these will be paid for by OWNER as indicated in Section S.
2.1.1. Preparation of applications and supporting documents (in
addition to those furnished under Basic Services) for private or govern-
mental grants, loans or advances in connection with the Project; prepara-
tion 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 antici-
pated environmental impact of the Project.
2.1.2. Services to make measured drawings of existing 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
Page 3 of 13 pages
studies, reports, design documents or Contract Documents when such revi-
sions are required by changes in laws, rules, regulations, ordinances,
codes or orders enacted subsequent to the preparation of such studies,
reports or documents, or are due to any other causes beyond ENGINEER's
control.
2.1.4. 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 sched-
ules 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, structural, mechanical and electrical engi-
neering and customary architectural design incidental thereto); and pro-
viding data or services of the types described in paragraph 3.4 when
OWNER employs ENGINEER to provide such data or services in lieu of fur-
nishing the same in accordance with paragraph 3.4.
2.1.8. Services resulting from the award of more than one separate
prime contract each for construction, materials or equipment for Part 1
and for Part 2 of the Project.
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. Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment or
services, except when such assistance is required to complete services
called for in paragraph 6.2.2.5.
2.1.11. Providing any type of property surveys or related engineer-
ing services needed for the transfer of interests in real property and
field surveys for design purposes and engineering surveys and staking to
enable Contractor(s) to proceed with their work; and providing other spe-
cial field surveys.
2.1.12. Preparation of operating, maintenance and staffing manuals
to supplement Basic Services under paragraph 1.7.3.
Page 4 of 13 pages
2.1.13. 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 (except for assistance in consultations
which is included as part of Basic Services under paragraph 1.4.2).
2.1.14. Additional services in connection with the Project, includ-
ing services which are to be furnished by OWNER in accordance with
Article 3, and services not otherwise provided for in this Agreement.
2.2. Required Additional Services. - Not Used.
SECTION 3 - OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the
services 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 require-
ments 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 (except to the extent provided otherwise in Exhibit A
"Further Description of Basic Engineering Services and Related Matters"),
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;
3.4.4. Property, boundary, easement, right-of-way, topographic and
utility surveys;
3.4.5. Property descriptions;
Page 5 of 13 pages
3.4.6. Zoning, deed and other land use restrictions; and
3.4.7. 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 appro-
priate 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. Furnish 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.
3.8. Provide such accounting, independent cost estimating and insurance
counseling services as may be required for the Project, such legal serv-
ices 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 antic-
ipated costs for services to be provided by others for OWNER (such as
services pursuant to paragraphs 3.6 through 3.8, inclusive) 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 tim-
ing 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 compensa-
tion for ENGINEER's services provided for elsewhere in this Agreement
have been agreed to in anticipation of the orderly and continuous pro-
gress of the Project through completion of the Final Design Phase.
ENGINEER's obligation to render services hereunder will extend for a
Page 6 of 13 pages
period which may reasonably be required for the design of the Project
including extra work and required extensions thereto. If in Exhibit A
"Further Description of Basic Engineering Services and Related Matters"
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 Preliminary Design
Phase, and shall submit preliminary design documents and a revised opin-
ion of probable Total Project Costs within the stipulated period indi-
cated in Part 1, paragraph 1 and Part 2, paragraph 1 of Exhibit A
"Further Description of Basic Engineering Services and Related Matters."
4.3. After acceptance by OWNER of the Preliminary Design Phase documents
and revised opinion of probable Total Project Costs, indicating any spe-
cific modifications or changes in the general scope, extent or character
of the Project desired by OWNER, and 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
Part 1, paragraph 2 and Part 2, paragraph 2 of Exhibit A "Further
Description of Basic Engineering Services and Related Matters."
4.4. ENGINEER's services under the Preliminary Design Phase and Final
Design Phase shall each be considered complete at the earlier of (1) the
date when the submissions for that phase have been accepted by OWNER or
(2) thirty days after the date when such submissions are delivered to
OWNER for final acceptance, plus in each case such additional time as may
be considered reasonable for obtaining approval of governmental authori-
ties having jurisdiction to approve the design of the Project.
4.5. If OWNER has requested significant modifications or changes in the
general scope, extent or character of the Project, the time of perform-
ance of ENGINEER's services shall be adjusted equitably.
4.6. If OWNER fails to give prompt written authorization to proceed with
any phase of services after completion of the immediately preceding
phase, ENGINEER may, after giving seven days' written notice to OWNER,
suspend services under this Agreement.
4.7. 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 com-
pensation provided for elsewhere in this Agreement shall be subject to
equitable adjustment.
Page 7 of 13 pages
4.8. 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), OWNER
and ENGINEER shall, prior to commencement of the Final Design Phase,
develop a schedule for performance of ENGINEER's services during the
Final Design Phase, 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 con-
tracts is to proceed concurrently and is to be included in Exhibit A
"Further Description of Basic Engineering Services and Related Matters,"
and the provisions of paragraphs 4.3 through 4.6 inclusive, will be modi-
fied accordingly.
SECTION 5 - PAYMENT 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 amended and supplemented by
Exhibit A "Further Description of Basic Engineering Services and Related
Matters") 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. Payments for the ENGINEER's costs shall be based on
actual costs incurred in providing the services described and may be
somewhat more or less than estimated below. However, the fixed fee shall
be exactly the amount stated below unless revisions are made by supple-
mental agreement to the Scope of Services, in which case, the amount of
the fixed fee and the estimated cost payable to the ENGINEER -hall be
revised accordingly. Payments shall compensate the ENGINEER for all
direct labor costs, reimbursable expenses, overhead rate (currently at
1.2067), fixed fee and all other direct costs in providing the services.
Payment to the ENGINEER for the services described is estimated to be as
follows:
Project
Estimated
Fixed
Cost Plus
Description
Cost
Fee
Fixed Fee
Part 1 - High Service
Pumping Station
$ 72,250
$12,750
$ 85,000
Part 2 - Water Treatment
Plant Improvements
483,650
85,350
569,000
Total Payment
$555,900
$98,100
$654,000
5.1.1.2. Professional Associates and Consultants. For serv-
ices 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.
Page 8 of 13 pages
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 $85,000 for Part 1 - High Service Pumping Station or
$569,000 for Part 2 - Water Treatment Plant Improvements (which figures
are ENGINEER's 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 Addi-
tional Services rendered under Section 2 as follows:
5.1.2.1. General. For Additional Services of ENGINEER's prin-
cipals and employees engaged directly on the Project and rendered pursu-
ant to paragraph 2.1 (except services as a consultant oritness under
paragraph 2.1.13), on the basis of ENGINEER's Direct LaborwCosts, plus
Reimbursable Expenses, plus Direct Labor Costs times a factor of 1.2067,
plus a fee of 15 percent of all costs.
5.1.2.2. Professional Associates and Consultants. For serv-
ices 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 I.I.
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 proceedings in
accordance with paragraph 2.1.12, at the rate of $90.00 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 inde-
pendent professional associates and consultants will be on the basis pro-
vided in paragraph 5.1.2.2.
5.1.3. The "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 payments in response to ENGINEER's statements.
Page 9 of 13 pages
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 percent per month
from said thirtieth day, and in addition, ENGINEER may, after giving
seven 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.
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 reim-
bursed 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 1.2067 plus a fee of 15 percent of all costs for services ren-
dered 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 avail-
able to OWNER at the time of periodic invoices.
5.3.4. Whenever a factor is applied to Direct Labor Costs in deter-
mining compensation payable to ENGINEER, that factor will be adjusted
periodically and equitably to reflect changes in the various elements
that comprise such factor. All such adjustments will be in accordance
with generally accepted accounting practices as applied on a consistent
basis by ENGINEER and consistent with ENGINEER's overall compensation
practices and procedures.
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, esti-
mators and 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,
Page 10 of 13 pages
Specifications, expenses incurred for computer time and other highly spe-
cialized 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 costs of Part 1 and Part 2 of the entire Project (herein
referred to as "Construction Cost") means the total cost to OWNER of
those portions of both Parts 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 competitive bidding
or market conditions, ENGINEER's opinions of probable Total Project Costs
and 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 ^annot and does not guaran-
tee 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 inde-
pendent 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 prop-
erty interest therein whether or not the Project is completed. OWNER may
Page 11 of 13 pages
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 lia-
bility or legal exposure to ENGINEER, or to ENGINEER's independent pro-
fessional 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 verifi-
cation 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.
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, mon-
eys 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 con-
sultants 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
Page 12 of 13 pages
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 labelled "Not Used" were intentionally omitted.
8.2. The following Exhibits are attached to and made a part of this
Agreement:
8.2.1. Exhibit A "Further Description of Basic Engineering Services
and Related Matters" consisting of 9 pages.
8.3. This Agreement (consisting of pages 1 through 13, inclusive)
together with the Exhibits and schedules identified above constitute the
entire agreement between OWNER and ENGINEER and supersede all prior writ-
ten or oral understandings. This Agreement and said Exhibits and sched-
ules 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:
City of Salina, Kansas
Recommendde Y.-_
Title &ciyEn''ne r
By:
6'
Title: w�
Attest:
By: SIX
Title: �.� ��,,,\„J
DMJ/kje
ENGINEER:
Robert E. Crawford, Partner
Wilson & Company,
En 'veers & Arch* ects
631 E. Crawford
Salina, Kansas 67401
Page 13 of 13 pages
EXHIBIT A
AGREEMENT
for
CONSULTING SERVICES
between
THE CITY OF SALINA, KANSAS
and
WILSON & COMPANY, ENGINEERS & ARCHITECTS
Dated: 14 February 1989
Further Description of Basic Engineering Services and Related Matters
This is an exhibit attached to, made a part of and incorporated by refer-
ence into the Agreement made on fs�,,.1n , 1989 between City of Salina,
Kansas (OWNER) and Wilson & Company, Engineers & Architects, (ENGINEER)
providing for professional engineering services. The Basic Services of
Engineer as described in Section 1 of the Agreement are amended or
supplemented as indicated below and the time periods for the performance
of certain services as indicated in Section 4 of the Agreement are stipu-
lated as indicated below.
The accepted Study and Report documents referenced in this Agreement refer
to the report prepared by ENGINEER for OWNER entitled "Salina, Kansas
Water System Study" and dated November 1984.
Part 1 - High Service Pumping Station
1. During the Preliminary Design Phase the ENGINEER shall:
a. Develop a Design Memorandum for review and approval by OWNER
which shall:
(1) Identify current and future firm pumping requirements,
including:
(a) Current and future minimum, average, and peak flow
conditions.
(b) Requirements in conjunction with the possible use of
the future Public Wholesale Water Supply District No. 10.
(2) Establish requirements and criteria for the electrical
power system, including requirements for standby power.
(3) Establish requirements and criteria for controls and
monitoring.
b. Upon completion of the Design Memorandum and approval by OWNER
of the design parameters established therein, perform a Design Concept
Analysis to identify and evaluate feasible design alternatives. The
Design Concept Analysis shall include the following items:
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(1) Evaluate individual pumping units, considering:
(a) Pump types
(b) Number of pumps
(c) Individual pump capacities
(d) Constant speed vs. variable speed drives
(e) Pump controls
(f) Maintenance requirements
(2) Evaluate multiple pump operations based on operating costs
to identify optimal pump combinations for current and future conditions.
(3) Evaluate requirements for:
(a) Discharge piping
(b) Improvements to the distribution header outside the
pumping station
(c) Metering
(d) Valving
(e) Overall pumping station flexibility and reliability
(4) Evaluate alternative site locations, including:
(a) Construction of pumping station over the existing
1.0 million gallon underground reservoir.
(b) Offsetting pumping station north or east of the
existing 1.0 million gallon reservoir.
(5) Evaluate structural requirements for the pumping station
and existing underground reservoir.
(6) Evaluate methods to prevent the migration of corrosive
chlorine vapor from the underground reservoir into the new pumping sta-
tion above.
(7) Evaluate architectural requirements for the pumping
station, considering:
(a) Masonry building type similar to existing water
treatment plant buildings
(b) Commercial type building
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(c) Simulated residential structure
(8) Evaluate options for controls and monitoring, considering
compatibility with the proposed water treatment plant control system and
future system control requirements.
(9) Prepare a preliminary pumping station layout
The Preliminary Design Phase Services for Part 1 - High Service Pumping
Station will be completed and ENGINEER's documentation and opinion of
costs submitted no later than 21 April 1989, provided written authoriza-
tion from OWNER to ENGINEER to proceed with that phase of services is
received no later than 1 March 1989.
2. During the Final Design Phase ENGINEER shall:
a. Perform all necessary field surveys and measurements required
for final design of the High Service Pumping Station.
b. Coordinate necessary subsurface soil investigations with a
geotechnical firm pursuant to paragraph 3.4.
C. Be available for consultation relative to interpretation of
Drawings and Specifications during the review process.
The Final Design Phase Services for Part 1 - High Service Pumping Station
will be completed and Contract Documents and ENGINEER's opinion of costs
submitted no later than 16 June 1989, provided written authorization from
OWNER to ENGINEER to proceed with that phase of services is received no
later than 28 April 1989.
Part 2 - Water Treatment Plant Improvements
1. During the Preliminary Design Phase the ENGINEER shall:
a. Develop a Design Memorandum for review and approval by OWNER
which shall include:
(1) General review of:
(a) Current and future water treatment capacity
requirements-, including the impact on future requirements of utilizing
treated water from the proposed Public Wholesale Water Supply District
No. 10;
(b) Current and future source water utilization goals;
(c) Current and future treated water quality goals,
including the impact on treatment requirements resulting from variations
in the amount of surface water and groundwater used.
(2) Evaluate all existing individual treatment units, includ-
ing a review of the existing conditions and capacity of each unit.
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(3) Establish design parameters for existing and proposed
treatment units, equipment, and plant systems and make recommendations
for improvements necessary to meet design capacity and water quality
goals.
(4) In consultation with OWNER, establish requirements and
criteria for:
(a) Electrical power system
(b) Plant communications system
(c) Area lighting
(d) Plant monitoring and control systems
(5) Develop a preliminary list of Drawing sheets.
(6) Develop a preliminary outline of Specifications, listing
the proposed section titles.
b. Upon completion of the Design Memorandum and approval by OWNER
of the design parameters established therein, perform a Design Concept
Analysis for the specific treatment units, equipment, and plant systems
described herein. The purpose of the Design Concept Analysis shall be to
identify feasible improvement alternatives and evaluate each alternative
with respect to operational flexibility and reliability, compatibility
with existing equipment and processes, ability to achieve desired treat-
ment goals, and overall suitability and desirability. Capital costs and
operating costs for each alternative shall also be evaluated. OWNER
shall then review the Design Concept Analysis and advise ENGINEER on
which specific alternatives to use in the final design.
The Design Concept Analysis shall include the following items:
(1) Evaluate alternatives for installation of two new solids
contact basins. The evaluation shall include a detailed construction and
operational cost comparison of the following alternatives:
(a) Repair the equipment in the three existing solids
contact basins and install two new C1ariCone units;
(b) Replace the equipment in the three existing solids
contact basins and install two new C1ariCone units;
(c) Remove the three existing solids contact basins and
install five new C1ariCone units.
The feasibility of providing an environmental housing for each of the
above alternatives shall also be investigated.
(2) Investigate plant chemical requirements to meet desired
treated water quality goals. This shall include a review of existing
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chemicals and an evaluation of alternate chemicals, including options for
adding polymer and powdered activated carbon to the river settling basin.
(3) Review recarbonation requirements, including requirements
for providing two-stage recarbonation to allow for first -stage recarbon-
ation ahead of the new secondary clarifiers and final recarbonation ahead
of the filters.
(4) Review existing dry chemical feed equipment and storage
facilities and develop recommendations for appropriate improvements. The
following items shall be evaluated:
(a) Capacity and reliability of the existing dry chemical
feed system and requirements for modifications to provide flexibility in
feeding chemicals to all new and existing solids contact basins;
(b) Requirements for level sensors in the dry chemical
storage bins and options for equipment and/or methods to inhibit bridging
of the chemicals in the storage bins;
(c) Requirements for remote feed rate controls and meth-
ods to pace the controls;
(d) Requirements for soda ash storage, including the need
for a new bulk storage bin with the capability to transfer soda ash to
the existing storage bins.
(5) Review the chemical feed system and evaluate requirements
for relocating chlorine, carbon dioxide, ammonia, fluoride and sodium
hexametaphosphate feed equipment to one central location in the existing
calcining area. Requirements for chemical piping shall also be
evaluated.
(6) Evaluate solids handling and disposal system requirements,
including:
(a) Capacity of existing sludge pumping, pipelines and
disposal facilities,
(b) Estimates of future solids production at plant design
capacity,
(c) Improvements necessary to meet projected solids han-
dling and disposal needs, including addition of automatic timers and auto-
matic valves.
(7) Review plant air supply system, establish future
requirements, and evaluate improvements necessary to handle future
conditions, including:
(a) New air storage tank
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(b) Standby air dryer
(c) Connections to air supply system for gas powered air
compressor
(d) New air distribution lines, as necessary, throughout
the plant
(8) Review the existing ventilation and dust collection system
in the chemical building, recommend improvements, and evaluate the
feasibility of retrofitting the existing dust collector from the calcining
area to replace the dust collector in the chemical storage area.
(9) Review plant's existing power distribution system; check
interrupting capacities and physical condition of existing distribution
equipment, and evaluate alternatives for plant power distribution system
improvements.
(10) Evaluate options for a new plant communications system.
(11) Evaluate various systems to provide required plant moni-
toring and control capabilities.
(12) Prepare a preliminary process and instrumentation diagram
to illustrate the existing and proposed plant process flow scheme and
associated control and monitoring instrumentation.
(13) Prepare a preliminary plant layout.
(14) Prepare a preliminary plant hydraulic profile for the
existing and proposed treatment processes and solids handling system.
(15) Develop a preliminary one -line electrical power diagram
for the existing plant, plus proposed plant improvements.
The Preliminary Design Phase Services for Part 2 - Water Treatment Plant
Improvements will be completed and ENGINEER's documentation and opinion
of costs submitted no later than 16 June 1989, provided written authori-
zation from OWNER to ENGINEER to proceed with that phase of services is
received no later than 1 March 1989.
2. During the Final Design Phase ENGINEER shall:
a. Perform all necessary field surveys and measurements required
for final design of the Water Treatment Plant Improvements.
b. Coordinate necessary subsurface soil investigations with a
geotechnical firm pursuant to paragraph 3.4.
c. Provide final design for the proposed Water Treatment Plant
Improvements which shall consist of the following items:
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(1) Rehabilitate existing aerator.
(2) Construct new aerator and splitter box.
(3) Rehabilitate or replace existing solids contact basins.
(4) Construct two new solids contact basins.
(5) Construct three new secondary clarifiers with recarbonation
basins.
(6) Modify existing recarbonation system to provide recarbo-
nation ahead of the existing filters.
(7) Modify/rehabilitate existing chemical feed and storage
facilities, including:
(a) Install new soda ash bulk storage bin with provi-
sions to transfer dry chemical to existing storage.
(b) Remove and replace existing lime tank and mixer.
(c) Modify existing dry chemical feed bins. Install
level sensors and appropriate equipment or systems to inhibit bridging of
dry chemicals in bins.
(d) Make appropriate improvements to existing chemical
feed equipment, including upsizing feeders as required and adding remote
feed rate controls.
(8) Install new polymer feed system for river desilting basin.
(9) Install new powdered activated carbon feed system for
river desilting basin.
(10) Install new polymer feed system for new and existing sol-
ids contact basins.
(11) Install new alum feed system for river desilting basin.
(12) Install new chemical feed lines from existing chemical
building to river desilting basin.
(13) Retrofit existing calcining plant to house facilities for
some or all of the following (as determined in the Design Concept
Analysis):
(a) Chlorine feed equipment
(b) Carbon dioxide feed equipment
(c) Fluoride feed equipment
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(d) Sodium hexametaphosphate feed equipment
(e) Ammonia feed equipment
(f) Chemical unloading and storage facilities
(14) Make improvements to existing solids handling and disposal
system, including:
(a) New sludge recirculation pumps
(b) New sludge valves in the sludge recirculation pit
(c) Reroute sludge recirculation pit drain line to
existing Sludge Pit No. 3
(d) Automate solids handling and disposal system with
installation of automatic timers and automatic valves.
(e) Upgrade capacity of existing sludge pumping station
to meet future solids handling and disposal requirements.
(15) Install flowmeter on pipeline from wells with provisions
for signal output for monitoring and control functions.
(16) Install pH meter on filter effluent line.
(17) Make improvements to existing ventilation and dust collec-
tion system on the fourth floor level of the chemical building, including
the possibility of retrofitting the existing dust collector from the cal-
cining plant to replace the dust collector in the chemical building.
(18) Make improvements to plant air supply system which may
include:
(a) New air storage tank
(b) New standby air dryer
(c) Connections for gas powered air compressor
(d) New air distribution lines throughout plant
(19) Install new heating system on the second floor level of
the chemical building.
(20) Repair freight elevator in chemical building.
(21) Remodel existing laboratory area and chlorine feeder area
in the north end of the filter building into new office areas and map
room/conference area, including new HVAC systems in the new areas.
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(22) Construct new laboratory and office building adjacent to
the east side of the filter building. The existing secondary clarifier
structures are to be removed. The new lab/office building shall include:
(a) Lower level storage and maintenance area with provi-
sions for small vehicle access from Fourth Street
(b) Main floor level with wet lab and dry lab facilities
for water and wastewater analysis, computer/control room, office areas,
employee break/lunch room, reception area, and storage areas
(c) Provisions to protect lab areas from on-site sources
of contamination
(23) Make improvements to the electrical distribution system to
serve existing and new loads.
(24) Install new plant communication system.
(25) Install new area lighting.
(26) Install new monitoring and control system for the plant.
d. Be available for consultation relative to interpretation of
Drawings and Specifications during the review process.
The Final Design Phase Services for Part 2 - Water Treatment Plant
Improvements will be completed and Contract Documents and ENGINEER's
opinion of costs submitted no later than 30 March 1990, provided written
authorization from OWNER to ENGINEER to proceed with that phase of serv-
ices is received no later than 3 July 1989.
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