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HomeMy WebLinkAboutKaempfer & Associates, Inc 2/26/1988 Kaempfer & Associates, Inc. Consulting Engineers P.O. Box 150 416 East Highland Dr. Oconto Falls, Wisconsin 54154 (414)846-3932 February 26, 1988 A315-00 Mr. William 1). Frueh City Manager City of Oshkosh 215 Church Avenue Oshkosh, WI 54902 Re: Proposal for Engineering Services Dear Mr. Frueh: Kaempfer & Associates, Inc. , is pleased to have the opportunity to provide this Proposal for Engineering Services for planning, design, construction, and start-up of improvements to the Oshkosh Wastewater Treatment Plant. The attached Agreement for Engineering Services describes the proposed project, the scope of our services, and the amount and method of compensation. If you find that this Agreement is acceptable, please return one signed copy to our office. We look forward to working with the City of Oshkosh on this project. Sincerely, KAEMPFER & ASSOCIATES, INC. (31."- 144-- Christopher Kaempfer, P.E. President Enc: Agreement for Engineering 'Services (4) AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF OSHKOSH, WISCONSIN AND KAEMPFER & ASSOCIATES, INC. FOR WASTEWATER TREATMENT PLANT IMPROVEMENTS THIS AGREEMENT, made and entered into on this /q =-:-2-` day of , 1988, by and between the City of Oshkosh, Wisconsin, hereinafter referred to as the "Owner", and Kaempfer and Associates, Inc. , a corporation„ authorized to provide engineering services in the State of Wisconsin, hereinafter referred to as "Engineer": WITNESSETH: WHEREAS, the City of Oshkosh requires engineering services to plan, design, and inspect construction of wastewater treatment plant improvements; and WHEREAS, Engineer has available and offers to provide personnel and facilities necessary to accomplish the work within the required time. NOW THEREFORE, Owner and Engineer agree as follows: I. DESCRIPTION OF PROJECT Owner and Engineer agree that the Project is as described in Exhibit A titled, "Description of Project for Wastewater Treatment Plant Improvements" and dated February 22, 1988. If, during the course of performing the engineering work, Owner and Engineer agree that it is necessary to make changes in the Project as described in the exhibit, such changes will be incorporated in the Agreement by written amendment. II. SCOPE OF ENGINEERING SERVICES Engineer agrees to perform those services which are more particularly described hereafter. Unless modified in writing by both parties, duties of Engineer shall not be construed to exceed those services specifically set forth herein. A. Planned Engineering Services Engineer agrees to perform those planned tasks described in Exhibit B titled "Scope of Engineering Services for Wastewater Treatment Plant Improvements," dated February 22, 1988. Agreement Page 1 of 5 B. Special Engineering Services Owner and Engineer agree that certain portions of the work contemplated to be performed by the Engineer cannot be defined sufficiently at the time of execution of this Agreement, and that incidental engineering work related to the project and not covered in Exhibit B may be needed during performance of this Agreement. It is intended that such categories of work be classified as Special Engineering Services. III. SCOPE OF OWNER SERVICES Owner agrees to provide one copy of all correspondence, published reports, studies and evaluations, plans and specifications, accurate as-built drawings, operating and laboratory data, budgets and construction costs, concerning the Oshkosh Wastewater Treatment Plant and other data requested by the Engineer to complete the project. All borrowed material will be promptly returned to the Owner upon completion of the project. IV. AUTHORIZATION, PROGRESS, AND COMPLETION In signing this Agreement, the Owner grants the Engineer specific authorization to proceed with work described in Exhibit B. The work shall be completed in accordance with the schedule in Exhibit A. For special services, the authorization by the Owner shall be in writing and shall include the definition of the work to be done, the schedule for commencing and completing the work, and the basis for compensation for the work, all as agreed upon by the Owner and the Engineer. V. COMPENSATION For the services described in Exhibit B, which are to be performed by the Engineer, the Owner agrees to pay, and the Engineer agrees to accept, compensation in accordance with the methods and schedules set forth in Exhibit C. Compensation for special services shall be as agreed upon by the Owner and Engineer and set forth in the written authorization for special services. Payment to the Engineer is due upon receipt of invoice by Owner. If payment is not made within 60 days, interest on the unpaid balance will accrue beginning with the 61st day at the rate of 1.0 percent per month or the maximum interest rate permitted by law, whichever is lesser. Such interest will become due and payable at the time said overdue payment is made. Charges for reimbursable costs determined in accordance with Exhibit C shall be billed in a summary form to the Owner on monthly billing periods. Agreement Page 2 of 5 VI. INSURANCE The Engineer shall maintain during the life of this Agreement, the following minimum public liability and damage insurance which shall protect the Engineer from claims for injuries including accidental death, as will as well as from claims for property damages which may arise from the performance of work under this Agreement and the limit of liability for such insurance shall be as follows: 1. Comprehensive general liability insurance, including personal injury liability, blanket contractual liability and broad form property damage liability. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 2. Automobile bodily injury and property damage liability insurance covering owned, nonowner, rented and hired cars. The combined single limit for bodily injury and property damage shall be not less than $1,000,000. 3. Statutory workers compensation and employer's liability insurance for the State of Wisconsin. VII. RESPONSIBILITY OF ENGINEER The Engineer is employed to render a professional service only, and payments made to the Engineer are compensation solely for such services rendered and recommendations made in carrying out the work. The Engineer shall follow the practice of the civil engineering profession to make findings, opinions, factual presentations, and professional advice and recommendations. The Engineer agrees to indemnify, defend, and hold Owner harmless from and against any liability arising out of the sole negligent errors or sole negligent omissions of the Engineer, its agents, employees, or representatives, on the performance of Engineer's duties under this Agreement. In performing construction management services, the Engineer shall act as agent of the Owner. The Engineer's review or supervision of work prepared or performed by other individuals or firms employed by the Owner shall not relieve those individuals or firms of complete responsibility for the adequacy of their work. It is understood that any resident engineering or inspection provided by Engineer is for the purpose of determining compliance with the technical provision of the project specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. The Engineer does not assume responsibility for methods or appliances used by a contractor, for safety of construction work, or for compliance by contractors with laws and regulations. The Engineer shall notify the Owner of any potentially unsafe conditions observed at a construction site while performing resident engineering services. This responsibility is not intended to create a duty to any third party. It is understood that the resident engineer may, from time to time, be physically absent from the construction site. At such times the Engineer shall have no duty to notify the Owner of potentially unsafe Agreement Page 3 of 5 conditions at the construction site. The Owner, in consideration of the risk of legal action against the Engineer which results from this provision, shall indemnify and hold the Engineer and all of its officers, principals, agents, and employees harmless from any professional lability claims for any injuries to persons or damage to property which are related in any way to safety conditions. If legal proceedings related to safety conditions are brought against the Engineer or any of its officers, principals, agents, or employees, the Owner agrees to assume defense thereof and pay all expenses, claims and judgments connected therewith. VIII. SUBCONTRACT'S The Engineer shall be entitled, to the extent determined appropriate by the Engineer, to subcontract any portion of the work to be performed under this project. The Engineer shall be responsible to the Owner for the actions of persons and firms performing subcontract work. IX. ASSIGNMENT This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement is not to be assigned by either the Owner of Engineer without the prior written consent of the other. X. INTEGRATION This Agreement represents the entire understanding of the Owner and Engineer as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties. XI. JURISDICTION This Agreement shall be administered and interpreted under the laws of the State of Wisconsin. Jurisdiction of litigation arising from this Agreement shall be in that state. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in full force and effect. XII. SUSPENSION OF WORK The Owner may suspend, in writing, all or a portion of the work under this Agreement in the event unforeseen circumstances beyond the control of the Owner make normal progress in the performance of the work impossible. The Engineer may request that the work be suspended by notifying the Owner, in writing, of circumstances which are interfering with normal progress of the work. The time for completion of the work shall be extended by the number of days the work is suspended. In the event that the period of suspension exceeds 90 days, the terms of this Agreement are subject to renegotiation and both parties are granted the option to terminate work on the suspended portion of the project in accordance with Article XIII. Agreement Page 4 of 5 XIII. TERMINATION OF WORK The Owner may terminate all or a portion of the work covered by this Agreement for its convenience. Either the Owner of the Engineer may terminate work in the event the other party fails to perform in accordance with the provisions of this Agreement. Termination of this Agreement is accomplished by 15 days prior written notice from the party initiating termination to the other. Notice of termination shall be delivered by certified mail with receipt for delivery returned to the sender. In the event of termination, the Engineer shall perform such additional work as is necessary for the orderly filing of documents and closing of the project. The additional time for filing and closing shall not exceed 10 percent of the total time expended on the project prior to the effective date of termination. The Engineer shall be compensated for the terminated portion of the work on the basis of work actually performed prior to the effective date of termination plus the work required for filling and closing. Charges for the latter work are subject to the 10 percent limitation described in this Article. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. KAEMPFER & ASSOCIATES, INC. CITY OF OSHKOSH, WISCONSIN By By4,..- Christop r Kaemp er . Wir1iam D. 'rueh President City Manager A/ A B a=3,a Q... . . (\l\ow.� BY .i/ r Dale Marsh P.E. Donna Serwas Secretary City Clerk Date F-e b r-V o. --f 2C0 l9 88 Date i 1 r t rf' I t Provisions have been made to pay the liability that will accrue under this contract. By .To.rt (" � .r r, Date ///44th /"7 /9/1 Edward Nokes Director of Finance Apprgyed as to form and exec. ion N. ByT„i. +� _ t- �.V Date )110-44) /11 ) , q City Attorney Agreement Page 5 of 5 EXHIBIT A DESCRIPTION OF PROJECT FOR WASTEWATER TREATMENT PLANT IMPROVEMENTS FEBRUARY 22, 1988 Engineering services performed under the terms of this Agreement are required for the planning, design, and construction management, and start-up of a fine bubble aeration system for the Oshkosh Wastewater Treatment Plant, as set forth in the Facilities Modification Plan dated May 1987. The improvements are needed to replace the aging, less efficient, surface aeration equipment presently in use. The work is divided into several parts: Project Management and Pre-design Services, Design Service , Bidding Services, Construction Services, Start-up Services, 0 & M Manual Revisions, and Special Engineering Services. PROJECT STAFF The principal individuals from Kaempfer & Associates, Inc. , that would participate in the Oshkosh Wastewater Treatment Plant Project are Christopher Kaempfer, P.E. , Taryn Nall, P.E. , and Dale Marsh, P.E. Mr. Kaempfer would be project manager. As project manager, Mr. Kaempfer would be the liaison with the City staff and would be responsible for administration of the project and direction of the project team. Mr. Nall would be project engineer for the pre-design and design portions of the project. Mr. Marsh would be project engineer for the construction and start-up portions of the projects. PROJECT MANAGEMENT AND PRE-DESIGN SERVICES A pre-design study would be conducted to refine the recommendations of the Facilities Modification Plan. The study would evaluate the impact of contemplated sludge management and sidestream management alternatives on the design and operation of the proposed aeration system. The study would evaluate the need for automatic D.O. control and sidestream load equalization. The study would develop and analyze alternatives for monitoring and handling the sidestream flows and loadings from the solids handling system. The study would develop final design data for sizing the proposed aeration system. DESIGN SERVICES Once the final design data is established, detailed plans and specifications would be prepared for construction of the proposed aeration system. The proposed aeration system would consist of flexible membrane diffusers installed on PVC headers in both aeration tanks. The diffusers in each tank would be divided into four grids. Each grid would be equipped with a control valve and a meter to measure air flow. Provisions would be made so the tank could be filled without damaging the aeration equipment. Exhibit A Page 1 of 3 The aeration system would have four centrifugal blowers that would be located in the gallery between the aeration tanks. Each blower would be equipped with an inlet throttling valve to allow the capacity of the unit to be varied from 60 to 100 percent. A check valve and isolating valve would be provided on the discharge line. The inlet filters for the blowers would be located above the gallery where they could be easily maintained. The blowers would discharge to a common air main that would run down the gallery to the aeration drops. An air meter would be provided to indicate and record total air flow. New ventilating equipment would be provided if the existing system is not capable of dissipating the additional heat generated by the new equipment. If necessary, acoustical treatment would be provided to maintain acceptable sound levels. The starters and controls for the blowers would be located in the existing motor control centers for the mechanical aerations. The aeration system would be arranged for operation of an automatic D.O. control system. The signal from D.O. probes would throttle the control valves to the drop pipes. As the valves close the air pressure rises. A pressure controller on the discharge main would then throttle the inlet valves of the blowers to reduce capacity and bring the system back into equilibrium or the plant computer could be used to achieve the desired control. The completed technical specifications and drawings would be submitted to the WDNR and other regulatory agencies for review and approval. BIDDING SERVICES Once the technical specifications and plans are complete, a bidding strategy would be developed to optimize competitive bidding on the project. At this time, we anticipate that the work would be performed in four contracts. A mechanical contract would be let for installation of air mains, blowers and appurtenances, and instrumentation. An electrical contract would be let for modifying and expanding the electrical system. An aeration equipment contract would be let for furnishing the diffusers and headers for installation by the city. A demolition contract would be let for removal of the existing surface aeration equipment. The work would be advertised for a 30 day period. Bids for all contracts would be taken on the same day. CONSTRUCTION SERVICES After the contracts are awarded, our services would fall into two separate categories; general supervision and construction inspection. General supervision consists of reviewing and approving submittals, preparing change orders, evaluating contractors payment requests, and briefing the city on contractors progress. Construction Inspection is the day-to-day on-site inspection duties to observe the actions of the contractors. Detailed records are maintained during this phase of work, and any deviation from the specifications are reported to the city. The contractor is required to submit detailed field records, from which we would prepare as-constructed drawings, for the city's future use. Exhibit A Page 2 of 3 START-UP SERVICES AND 0 & M MANUAL REVISIONS To insure a successful project, we would provide follow-up services after construction of the improvements. These include revising the existing operation and maintenance manual to include the new improvements, classroom and hands-on training on operation and maintenance of the new equipment, and assistance during initial equipment testing and start-up. • SPECIAL ENGINEERING SERVICES In a project of this nature there are, in many cases, certain portions of the work that can not be defined at the time of execution of this Agreement, but are required for the successful completion of the project. When these cases arise, the Engineer shall proceed with the work only after obtaining written authorization defining the scope, schedule, and method of compensation for the work. PROJECT SCHEDULE The project schedule calls for the pre-design studies to be completed within 30 to 60 days after the date of signing this Agreement. The detailed design would be completed in 60 to 90 days after the final design data is developed and adopted. The bidding period would take from 45 to 60 days and the construction period would take from 240 to 300 days. The start-up services would be completed in 30 to 45 days after completion of construction. The total length of the project would be from 13 1/2 to 18 1/2 months. The schedule will be updated as the work progresses. Factors influencing the schedule include equipment availability and delivery, and time to obtain regulatory approvals and permits. Exhibit A Page 3 of 3 EXHIBIT B SCOPE OF SERVICES FOR WASTEWATER TREATMENT PLANT IMPROVEMENTS FEBRUARY 22, 1988 The work to be performed under this Agreement for Engineering Services is divided into eight parts. The detailed tasks associated with each part of the work are as described herein. PART B1 PROJECT MANAGEMENT AND PRE-DESIGN SERVICES The Engineer shall provide professional services to manage the engineering work for the project and to conduct a pre-design study for design of the wastewater treatment plant improvements. The detailed tasks involved in this part of the work are as described herein. Task 1.01 -- Meet with the Owner to determine project requirements, provide monthly updates of the project progress, and discuss any relevant issues concerning the project. Task 1.02 -- Evaluate impact of contemplated sludge management alternatives on the design and operation of proposed aeration system improvements. Task 1.03 -- Evaluate impact of sidestream management alternatives on the design and operation of the proposed aeration system improvements. Task 1.04 -- Evaluate the need for automatic D.O. control and sidestream flow and load equalization. Task 1.05 -- Develop and analyze alternatives for monitoring and managing sidestream flows and loadings from the solids handling system. Task 1.06 -- Develop final design data for selecting and sizing aeration system improvements. Task 1.07 -- Develop a detailed project schedule for the work based on the results of the pre-design studies. Task 1.08 -- Conduct field studies that may be required to supplement available information. Coordinate analytical services that may be needed to further define the wastewater characteristics. Exhibit B Page 1 of 5 PART B2 DESIGN SERVICES The Engineer shall provide professional services to prepare a detailed design for construction of the wastewater treatment plant improvements. The detailed tasks involved in this part of the work are as described herein. Task 2.01 -- Perform detailed process analysis and design. Determine design air flow rates and operating pressures. Size units and develop process schematics and layouts. Task 2.02 -- Evaluate and select type(s) and arrangements of fine bubble aeration equipment. Task 2.03 -- Evaluate and select blower style and design. Select size and number of blowers. Evaluate air filtering options. Task 2.04 -- Evaluate alternative materials for aeration piping. Size aeration piping and develop piping arrangement. Task 2.05 -- Evaluate structural requirements for blower installation. Evaluate heat dissipation and ventilating requirements for blower installation. Evaluate the potential for heat recovery. Task 2.06 -- Evaluate acoustical requirements for blower installation. Task 2.07 -- Evaluate and select D.O. control strategy, D.O. metering equipment, and associated instrumentation. Task 2.08 -- Evaluate and select air metering devices. Task 2.09 -- Evaluate and select control valves and valve actuators. Task 2. 10 -- Evaluate and select alternative for modifying electrical system. Task 2. 11 -- Perform mechanical design and layout for process piping systems. Task 2.12 -- Perform design and layout of electrical and instrumentation systems. Task 2. 13 -- Perform architectural and structural design of buildings and structures. Task 2.14 -- Develop construction sequence to minimize disruption of plant operation during construction and start-up. Task 2. 15 -- Prepare contract documents, technical specifications, and construction drawings. Task 2. 16 -- Submit contract documents to WDNR for approval. Task 2.17 -- Prepare a final cost estimate based on the detailed design. If Exhibit B Page 2 of 5 PART B3 BIDDING SERVICES The Engineer shall provide professional services to assist the Owner in obtaining bids for the work. The detailed tasks involved in this part of the work are as described herein. Task 3.01 -- Develope a proposal schedule and contract documents in accordance with owners recommendations. Task 3.02 -- Assist the Owner in advertising and obtaining bids. Answer questions regarding contract documents. Task 3.03 -- Provide 50 copies of the contract documents for the wastewater treatment plant improvements for obtaining bids. Task 3.04 -- Issue addenda to clarify intent of contract documents. Task 3.05 -- Attend bid opening and tabulate bids. Task 3.06 -- Analyze bids and make recommendations for award of contracts. PART B4 GENERAL SUPERVISION OF CONSTRUCTION The Engineer shall provide professional services for General Supervision of the construction of the wastewater treatment plant improvements for an 8 to 10 month construction contract period. The detailed tasks involved in this part of the work are as described herein. Task 4.01 -- Issue Notice of Award. Task 4.02 -- Prepare construction contracts for signature and distribute signed contracts. Task 4.03 -- Conduct a preconstruction conference with all interested parties. Task 4.04 -- Review completed contracts and Issue Notice of Proceed. Task 4.05 -- Review and process contractors payment requests. Task 4.06 -- Interpret the meaning and intent of the contract documents and prepare and issue Field Modification Orders. Task 4.07 -- Review progress of the construction work. Task 4.08 -- Review and monitor contractors construction schedule. Task 4.09 -- Review and process contractors submittals. Task 4.10 -- Conduct final inspection and issue Certificate of Final Acceptance. Task 4. 11 -- Provide one copy of contractors submittals to the Owner. Exhibit B Page 3 of 5 PART B5 CONSTRUCTION INSPECTION The Engineer shall provide professional services for Construction Inspection of the wastewater treatment plant modifications for an 8 to 10 month construction contract period. The detailed tasks involved in this part of the work are described herein. Task 5.01 -- Provide periodic on-site inspection to determine the amount, quality, acceptability, and fitness of the work, material, and equipment which are to be paid for under the contract, and to reject or condemn work, material, or equipment which does not conform to the terms of the contract. Task 5.02 -- Provide periodic on-site inspection to decide all questions relative to the classification of materials and the measurement of quantities. TRSk 5.03 -- Prepare and process change orders. Task 5.04 -- Establish reference bench marks and base lines adjacent to the work. Task 5.05 -- Conduct periodic on-site meetings with all contractors to assist in coordination of the work. Task 5.06 -- Witness and document equipment start-up and performance tests required to demonstrate compliance with the contract documents. Task 5.07 -- Provide an as-built record of the work on a reproducible set of drawings. PART B6 OPERATION AND MAINTENANCE MANUAL REVISIONS The Engineer shall provide professional services to revise the plants operation and maintenance manual for the wastewater treatment plant improvements. The detailed tasks involved in this part of the work are as described herein. Task 6.01 -- Review, process, and file manufacturer's operating and maintenance instructions for mechanical, electrical, and instrumentation equipment provided under the contract. Task 6.02 -- Prepare draft revisions of the operation and maintenance manual in accordance with the Environmental Protection Agency (EPA) and WDNR guidelines. Task 6.03 -- Review draft revisions of the operation and maintenance manual with Owner. Task 6.04 -- Submit revisions of the operation and maintenance manual and obtain final approval from the WDNR. Exhibit B Page 4 of 5 PART B7 START-UP SERVICES The Engineer shall provide start-up services for operator training and system optimization for the wastewater treatment plant improvements. The detailed tasks involved in this part of the work are as described herein. Task 7.01 -- Conduct an inspection prior to the introduction of wastewater to the treatment plant improvements. Task 7.02 -- Provide overall supervision of operation during the introduction of wastewater to the treatment plant improvements. Task 7.03 -- Develop a detailed operator training program for the treatment plant improvements. Task 7.04 -- Review training program with the Owner. Task 7.05 -- Develop and conduct classroom instruction and training program. Task 7.06 -- Assist the Owner in optimizing treatment plant processes and operation procedures. Task 7.07 -- Conduct a process performance evaluation of the improvements. Task 7.08 -- Review the results of the process performance evaluation with the Owner. Task 7.09 -- Assist the Owner in establishing a maintenance program. Task 7.10 -- Revise treatment plant operation and maintenance manual to reflect actual operating experience. PART B8 SPECIAL ENGINEERING SERVICES Part B8 consists of work that cannot be defined sufficiently at the time of execution of this agreement. Exhibit B Page 5 of 5 EXHIBIT C COMPENSATION FOR WASTEWATER TREATMENT PLANT IMPROVEMENTS FEBRUARY 22, 1988 Compensation for the services provided under Article II "Scope of Engineering Services" and described in Exhibit B shall be as described in part C1 , Method of Compensation. PART C1 METHOD OF COMPENSATION The Owner agrees to compensate the Engineer on a time and expense basis for the services described in Exhibit B Parts B1 through B8. The estimated cost for ---ach of the services are shown in the foiloe.-ir-Lg table. The total cost of engineering services for the project shall not exceed the total of the amounts shown for Parts B1 through B8 of $81,800 for the scope of work described in Parts B1 through B8 of Exhibit B. Part Description Compensation B1 Project Management and Pre-design Services $ 9,600 Time & Expense B2 Design Service $23,000 Time & Expense B3 Bidding Services $ 6,800 Time & Expense B4 General Supervision of Construction $13,200 Time & Expense B5 Construction Inspection $15,500 Time & Expense B6 0 & M Manual Revisions $ 6,200 Time & Expense B7 Start-up Services $ 4,500 Time & Expense B8 Special Engineering Services $ 3,000 Time & Expense PART C2 LUMP SUM COMPENSATION Compensation for services performed on a lump sum basis shall be a firm fixed price that shall only be modified if the scope of work changes. The Engineers shall submit periodic statements to the Owner in accordance with Section V of this Agreement. Periodic billing shall be based upon percentage completion of the work as determined by the Engineer and approved by the Owner. PART C3 TIME AND EXPENSE COMIPENSATION Compensation for services performed on a time and expense basis shall be based on labor related costs plus direct nonlabor costs as described in this exhibit. The direct salary costs for time and expense work performed in 1988 shall be shown in Exhibit D. Exhibit C Page 1 of 4 C3.01 LABOR-RELATED COSTS Labor-related costs comprise direct salary, fringe benefits, general and administrative overhead, and profit. Direct salary costs shall be the total number of hours worked on the Project by each employee multiplied by the employee's hourly salary rate. It is agreed that fringe benefits, general and administrative overhead, and profit shall be computed by multiplying salary costs by a factor of 1.75. Fringe benefits shall include but are not limited to the following: 1. Workers compensation insurance. 2. State and federal unemployment insurance. 3. Employer contribution to Social Security. 4. Payroll taxes. 5. Disability insurance and sick leave. 6. Life and medical insurance. 7. Vacation and holidays. 8. Incentive pay. 9. Retirement plan. General and administrative overhead includes the following indirect costs which are not identifiable and directly allocable to the Project: 1. Provisions for office, light, heat, and similar items for working space, depreciation allowance or rental for furniture, drafting equipment, and engineering instruments, automobile expenses, and office and drafting supplies. 2. Taxes and insurance other than those included as fringe benefits, but excluding state and federal income taxes. 3. Library and periodical expenses, and other means of keeping abreast of advances in engineering, such as attendance at technical and professional meetings. 4. Executive, administrative, accounting, legal, stenographic, and clerical salaries and expenses, other than Project-identifiable salaries included in salary related costs and project-related expenses included in reimbursable non-salary expenses, plus salaries or imputed salaries of principals, to the extent that they perform general executive and administrative services as distinguished from technical or advisory services directly applicable to the Project. These services and expenses, essential to the conduct of the business, include preliminary arrangements for new projects or assignments, and interest on borrowed capital. Exhibit C Page 2 of 4 5. Business development expenses, including salaries of principals and salary costs of employees so engaged. 6. Provision for loss of productive time of technical employees between assignments and for time of principals and employees on public interest assignments. Profit consists of state and federal income taxes and net profit. C3.02 NONLABOR COSTS Nonlabor costs are charges incurred directly for the Project, other than those included in labor-related costs. Such nonlabor costs shall be computed on the basis of actual purchase price. Cost of items and services provided by the Engineer shall be in accordance with rate schedules based on normal charges of commercial sources. Nonlabor items and services include, but are not limited to, the following: 1. Services directly applicable to the Project such as special legal and accounting expenses, computer rental and programming costs, special consultants, soil borings, laboratory analyses, commercial printing and binding, and similar services that are not applicable to general overhead. 2. Identifiable reproduction services applicable to the Project such as printing of drawings, reductions, screenings, photostating, multilithing, printing, and similar services. 3. Identifiable communication services such as long-distance telephone, telecopying, telegraph, cable, express services, and postage other than for general correspondence. 4. Living and traveling expenses of employees when away from home office on business connected with the Project. Mileage shall be reimbursed at a rate of $0.25 per mile for work performed in 1988. 5. Subcontracted services. C3.03 LIMITATION OF COST AND TIME It is anticipated that the cost for services performed on a time and expense basis will not exceed the estimated amount. The Engineer agrees to use his best efforts to perform the work within the estimated cost and time of completion. If, at any time, the Engineer has reason to believe that the cost will be greater that estimated, the Engineer shall notify the Owner in writing to that effect. The notification will state the revised cost estimate for performance of the services and, if applicable, the revised time for completion. Such notification will be submitted to the Owner at the earliest possible date and in no event later than 15 days prior to scheduled completion of the work. Exhibit C Page 3 of 4 The owner shall not be obligated to reimburse the Engineer for costs incurred in excess of the estimated cost. The Engineer shall not be obligated to continue performance under this Agreement or otherwise incur costs in excess of the estimated cost unless and until the Owner shall have notified the Engineer in writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost for performance of this Agreement. If, after such notification, additional funds are not allotted by the end of the period scheduled for completion, or an agreed date substituted therefore, the Owner will, upon written request by the Engineer, terminate this Agreement. The termination date shall be the originally scheduled completion date or an agreed date substituted therefore. C3.04 PAYMENT OF COMPENSATION Charges determined on the basis of this Exhibit shall be billed in accordance with Article V of this Agreement. Exhibit C Page 4 of 4 EXHIBIT D KAEMPFER & ASSOCIATES, INC. Hourly Direct Salary Costs Time and Expense Work 1988 The following direct salary costs will be used to develop labor costs for time and expense work performed in 1988. Salary Cost Labor Category Dollars per hour Chief Engineer 20.20 Senior Engineer-2 15.86 Senior Engineer-1 14.42 Engineer-2 10.10 Engineer-1 9.23 Technician-2 7.50 Technician-1 5.77 Administrative Assistant 10.00 Clerical-2 6.78 Clerical-1 5.00 Exhibit D Page 1 of 1