HomeMy Public PortalAboutORD10648 BILL NO.
SPONSORED BY COUNCILMAN
ORDINANCE NO. 1CXo y�'
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK OF THE CITY TO EXECUTE A CONTRACT WITH
RUSSELL & AXON, INC. FOR THE PERFORMANCE OF PROFESSIONAL SERVICES
IN CONNECTION WITH THE CONSTRUCTION OF THE ROCK BEACON PUMP
STATION.
BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized
to execute a written contract with Russell & Axon, Inc. , for the
performance of professional services in connection with the
construction of the Rock Beacon pump station for a sum not to
exceed $56, 800.
Section 2. The contract shall be substantially the same in
form and content as the contract attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect
from and after its passage and approval.
Passed "--�a,-, /f/ /'7 Approved f///�� G, /57''6
Pr siding Off cer Mayor
ATTEST:
City Clerk.
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AGREEMENT
®
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of 1986 between
the CITY OF JEFFERSON, MISSOURI an RUSSELL 6 AXON,
INC. (ENGINEER) .
OWNER intends to complete the design of and construct wastewater
collection facilities including appurtenances thereto (hereinafter called
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.
ENGINEER shall provide professional engineering services for OWNER in
all phases of the Project to which this Agreement applies, serve as
OWNER's professional engineering representative for the Project as set
forth below and shall give professional engineering consultation and
advice to OWNER during the performance of services hereunder.
SECTION 1 - BASIC SERVICES OF ENGINEER
1 .1 . General.
1 .1 .1 . ENGINEER shall perform professional services as hereinafter
stated which include customary civil , structural , mechanical and elec-
trical engineering services and customary architectural services inci-
dental thereto.
1 .2. DELETED
1 .3. DELETED
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 review comments of OWNER and the
Funding Agencies, complete the design and prepare for incorporation in
the Contract Documents final drawings to show the character and extent
of the Project (hereinafter called "Drawings") and Specifications.
1 .4.2. Furnish to OWNER such documents and design data as may be
required for, and assist in the preparation of, the required documents
so that OWNER may apply for approvals of such governmental author-
ities as have jurisdiction over design criteria applicable to the Project,
and assist in obtaining such approvals by participating in submissions
to and negotiations with appropriate authorities.
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c,
1 .4.3. Advise OWNER of any adjustments to the latest opinion of
probable Project Cost caused by changes in extent or design require-
ments of the Project or Construction Costs and furnish a revised opin-
ion of probable Project Cost based on the Drawings and Specifications.
1 .4.4. Prepare for review and approval by OWNER, his legal counsel
and other advisors contract agreement forms, general conditions and
supplementary conditions, and (where appropriate) bid forms, invita-
tions to bid and instructions to bidders, and assist in the preparation
of other related documents.
1 .4.5. Furnish five copies of the above documents and present and
review them in person with OWNER.
1 .5. Bidding Phase.
After written authorization to proceed with Bidding Phase, ENGINEER
shall:
1 .5.1 . Assist OWNER in obtaining bids for one prime contract for
construction, materials, equipment and services.
1 .5.2. Consult with and advise OWNER as to the acceptability of
subcontractors and other persons and organizations proposed by the
prime contractor(s) (hereinafter called "Contractor(s)") for those
portions of the work as to which such acceptability is required by the
bidding documents.
1 .5.3. Consult with and advise OWNER as to the acceptability of
substitute materials and equipment proposed by Contractor(s) when
substitution prior to the award of contracts is allowed by the bidding
documents.
1 .5.4. Assist OWNER in evaluating bids or proposals and in as-
sembling and awarding contracts.
1 .6. Construction Phase.
During the Construction Phase ENGINEER shall:
1 .6.1 . Consult with and advise OWNER and act as his representative
as provided in Articles 1 through 31 , inclusive, of the General Con-
ditions, Document No. 11 , Contract Documents for Construction of
Federally Assisted Water and Sewer Projects. The extent and limita-
tions of the duties, responsibilities and authority of ENGINEER as
assigned in said Standard General Conditions shall not be modified,
except to the extent provided herein and except as ENGINEER may
otherwise agree in writing. All of OWNER's instructions to Contrac-
tors) will be issued through ENGINEER who will have authority to act
on behalf of OWNER to the extent provided in said Standard General
Conditions except as otherwise provided in writing.
1 .6.2. Make visits to the site at intervals appropriate to the various
® stages of construction to observe as an experienced and qualified
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design professional the progress and quality of the executed work of
Contractor(s) and to determine in general if such work is proceeding in
accordance with the Contract Documents. ENGINEER shall not be
required to make exhaustive or continuous on-site inspections to check
the quality or quantity of such work. ENGINEER shall not be responsi-
ble for the means, methods, techniques, sequences or procedures of
construction selected by Contractor(s) or the safety precautions and
programs incident to the work of Contractor(s) . ENGINEER's efforts
will be directed toward providing a greater degree of confidence for
OWNER that the completed work of Contractor(s) will conform to the
Contract Documents, but ENGINEER shall not be responsible for the
failure of the Contractor(s) to perform the work in accordance with the
Contract Documents. During such visits and on the basis of on-site
observations ENGINEER shall keep OWNER informed of the progress of
the work, shall endeavor to guard OWNER against defects and defi-
ciencies in such work and may disapprove or reject work failing to
conform to the Contract Documents.
1 .6.3. Review and approve (or take other appropriate action in
respect of) Shop Drawings (as that term is defined in the aforesaid
Standard General Conditions) and samples, the results of tests and
inspections and other data which each Contractor is required to submit,
but only for conformance with the design concept of the Project and
compliance with the information given in the Contract Documents (but
such review and approval or other action shall not extend to means,
methods, sequences, techniques or procedures of construction or to
safety precautions and programs incident thereto) ; determine the ac-
ceptability of substitute materials and equipment proposed by Con-
tractor(s); and receive and review (for general content as required by
the Specifications) maintenance and operating instructions, schedules,
guarantees, bonds and certificates of inspection which are to be assem-
bled by Contractor(s,) in accordance with the Contract Documents.
1 .6.4. Issue all instructions of OWNER to Contractor(s); issue
necessary interpretations and clarifications of the Contract Documents
and in connection therewith prepare change orders as required; have
authority, as OWNER's representative, to require special inspection or
testing of the work; act as initial interpreter of the requirements of the
Contract Documents and judge of the acceptability of the work thereun-
der and make decisions on all claims of OWNER and Contractor(s)
relating to the Contract Documents pertaining to the execution and
progress of the work; but ENGINEER shall not be liable for the results
of any such interpretations or decisions rendered by him in good faith.
1 .6.5. Based on ENGINEER's on site observations as an experienced
and qualified design professional and on review of applications for
payment and the accompanying data and schedules, determine the
amounts owing to Contractor(s) and recommend in writing payments to
Contractor(s) in such amounts; such recommendations of payment will
constitute a representation to OWNER, based on such observations and
review, that the work has progressed to the point indicated, that, to
the best of ENGINEER's knowledge, information and belief, the quality
of such work is in accordance with the Contract Documents (subject to
an evaluation of such work as a functioning Project upon Substantial
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Completion, to the results of any subsequent tests called for in the
Contract Documents, and to any qualifications stated in his recommenda-
tion) , and that payment of the amount recommended is due Contrac-
tor(s); but by recommending any payment ENGINEER will not thereby
be deemed to have represented that continuous or exhaustive examina-
tions have been inade by ENGINEER to check the quality or quantity of
the work or to review the means, methods, sequences, techniques or
procedures of construction or safety precautions or programs incident
thereto or that ENGINEER has made an examination to ascertain how or
for what purposes any Contractor has used the moneys paid on account
of the Contract Price, or that title to any of the work, materials or
equipment has passed to OWNER free and clear of any lien, claims,
security interests or encumbrances, or that Contractor(s) have complet-
ed their work exactly in accordance with the Contract Documents.
1 .6.6. Conduct an inspection to determine if the Project is substan-
tially complete and a final inspection to determine if the work has been
completed in accordance with the Contract Documents and if each Con-
tractor has fulfilled all of his obligations thereunder so that ENGINEER
may recommend, in writing, final payment to each Contractor and may
give written notice to OWNER and the Contractor(s) that the work is
acceptable (subject to any conditions therein expressed) , but any such
recommendation and notice shall be subject to the limitations expressed
in paragraph 1 .6.5.
1 .6.7. ENGINEER shall not be responsible for the acts or omissions
of any Contractor, or subcontractor, or any of the Contractor(s)' or
subcontractors' agents or employees or any other persons (except
qW ENGINEER's own employees and agents) at the site or otherwise per-
forming any of the Contractor(s)' work; however nothing contained in
paragraphs 1 .6.1 thru 1 .6.7, inclusive, shall be construed to release
ENGINEER from liability for failure to properly perform duties under-
taken by him in the Contract Documents.
1 .7. Other Engineering Services.
1 .7.1 . ENGINEER shall provide a field survey to re-establish ade-
quate horizontal and vertical control from which the Contractor shall
provide a detailed survey to lay out the work.
1 .7.2. Part Time Project Representative Services During Con-
struction.
1 .7.2.1 . ENGINEER will provide a Part Time Project Representative.
It is anticipated that one day per week average will be required. In
addition, the OWNER shall designate an OWNER employed engineer to
represent OWNER at the Project site who is not ENGINEER's agent or
employee. OWNER's representative shall be approved by the
ENGINEER.
1 .7.2.2. The duties and responsibilities and limitations on the authori-
ty of both the ENGINEER's and OWNER's Project Representative will be
as set forth in Exhibit B which is attached to and made a part of this
. Agreement.
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1 .7.3. ENGINEER shall provide start-up assistance to the OWNER on
the electrical and mechanical equipment included in the Project.
1 .7.4. ENGINEER shall provide follow-up services for a period of one
year following Initial operation of the facility. ENGINEER shall make
four site visits during the year and at the end of the year notify the
OWNER and the Missouri Department of Natural Resources whether the
Project is meeting the established design criteria.
1 .7.5. ENGINEER shall prepare for OWNER one set of reproducible
record prints of drawings showing those changes made during the
construction process, based on the marked-up prints, drawings and
other data furnished by Contractor(s) to ENGINEER and which ENGI-
NEER considers significant.
1 .7.6. ENGINEER shall prepare for OWNER an Operation and Mainte-
nance Manual of limited scope that addresses only the operation and
maintenance of the electrical and mechanical equipment in the Project.
The other subject matter normally required by the Missouri Department
of Natural Resources such as Rules, Regulations and Standards; Per-
sonnel; Sampling and Laboratory Testing; and Safety will not be ad-
dressed in the Manual since they have already been included in previ-
ous Manuals prepared by others for OWNER.
SECTION 2 - ADDITIONAL SERVICES OF ENGINEER
2.1 . General.
If authorized in writing by OWNER, ENGINEER shall furnish or obtain
from others Additional Services of the following types which are not
considered normal or customary Basic Services; these will be paid for
by OWNER as indicated in Section 5.
2.1 .1 . Preparation of applications and supporting documents for
governmental grants, loans or advances in connection with the Project;
preparation or review of environmental assessments and impact state-
ments; 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 extent of the
Project or its design including, but not limited to, changes in size,
complexity, OWNER's schedule, or character of construction or method
of financing; and revising previously accepted studies, reports, design
documents or Contract Documents when such revisions are due to
causes beyond ENGINEER's control.
2.1 .4. Providing renderings or models for OWNER's use.
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2.1 .5. Preparing documents for alternate bids requested by OWNER
Aft for Contractor(s)' work or documents for out-of-sequence work.
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2.1 .6. Investigations involving detailed consideration of operations,
maintenance and overhead expenses; providing Value Engineering dur-
ing 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 the services of special consultants for other than
normal civil, structural, mechanical and electrical engineering and
normal architectural design incidental thereto, or services of the types
described in paragraph 3.3 when OWNER authorizes ENGINEER to
provide such data or services in lieu of furnishing the same in accor-
dance with paragraph 3.3.
2.1 .8. Services resulting from the award of more separate prime
contracts for construction, material, equipment or services for the
Project, and services resulting from the arranging for performance by
persons other than the principal prime contractors of services for the
OWNER and administering OWNER's contracts for such services.
2.1 .9. Providing any type of field surveys. for design purposes.
2.1 .10. Services in connection with change orders to reflect changes
requested by OWNER.
2.1 .11 . Services during out-of-town travel required of ENGINEER
other than visits to the site as required by Section 1 .
2.1 .12. DELETED
2.1 .13. Additional or extended services during construction made
necessary by (1 ) work damaged by fire or other cause during con-
struction, (2) a significant amount of defective or neglected work of
Contractor(s) , (3) prolongation of the contract time of any prime
contract by more than sixty days, (4) acceleration of the progress
schedule involving services beyond normal working hours, and (5)
default by Contractor(s).
2.1 .14. DELETED
2.1 .15. DELETED
2.1 .16. Preparing to serve or serving as a consultant or witness for
OWNER in any litigation, public hearing or other legal or administrative
proceeding involving the Project.
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2.1 .17. Additional services in connection with the Project, Including
services normally furnished by OWNER and services not otherwise
provided for in this agreement.
SECTION 3 - OWNER'S RESPONSIBILITIES
OWNER shall:
3.1 . Provide all criteria and full Information as to OWNER's require-
ments for the Project and furnish copies of all design and construction
standards which OWNER will require to be included in the Drawing and
Specifications.
3.2. Assist ENGINEER by placing at his disposal all available informa-
tion pertinent to the Project including previous reports and any other
data relative to design or construction of the Project.
3.3. Furnish to ENGINEER, as required for performance of ENGINEER's
Basic Services, data prepared by or services of others, including
without limitation core borings, probings, and subsurface explorations,
hydrographic surveys, laboratory tests and inspections of samples,
materials and equipment; appropriate professional interpretations of all
of the foregoing; environmental assessment and impact statements;
property, boundary, easement, right-of-way, topographic and utility
surveys; property descriptions; zoning, deed and other land use re-
striction; and other special data or consultations not covered in Section
2; all of which ENGINEER may rely upon in performing his services.
3.4. DELETED
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 his services.
3.6. Examine all studies, reports, sketches, Drawing, 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 ser-
vices 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 insur-
ance 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 including any that
may be raised by Contractor(s), such auditing service as OWNER may
require to ascertain how or for what purpose any Contractor has used
the moneys paid to him under the construction contract, and such
Inspection services as OWNER may require to ascertain that
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Contractors) are complying with any law, rule or regulation applicable
to their performance of the work.
3.9. 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
3.10.Give prompt written notice to ENGINEER whenever OWNER ob-
serves or otherwise becomes aware, of any development that effects the
scope of timing of ENGINEER's services or any defect in the work of
Contractor(s).
3.11 .Furnish, or direct ENGINEER to provide, necessary Additional
Services as stipulated in Section 2 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 - PERIOD OF SERVICE
4.1 . The provisions of this Section 4 and the various rates of compen-
Ah for ENGINEER's services provided for elsewhere in this Agree-
ment have been agreed to in anticipation of the orderly and continuous
progress of the Project through completion of the Construction Phase.
ENGINEER's obligation to render services hereunder will extend for a
period which may reasonably be required for the design, award of
contracts and construction of the Project including extra work and
required extensions thereto.
4.2. DELETED
4.3. DELETED
4.4. 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 Project Cost for all work of Contractor on the Project within a
reasonable period of time.
4.5. ENGINEER's services under the Final Design Phase shall be con-
sidered 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 such additional time as may be considered reasonable for obtaining
approval of governmental authorities having jurisdiction over design
criteria applicable to the Project.
4.6. After acceptance by OWNER of the ENGINEER's Drawings, Speci-
fications and other Final Design Phase documentation including the most
recent opinion of probable Project Cost and upon authorization to
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® proceed, ENGINEER shall proceed with performance of the services
called for in the Bidding Phase. This Phase shall terminate and the
services to be rendered thereunder shall be considered complete upon
commencement of the Construction Phase.
4.7. The Construction Phase will commence with the execution of the
prime contract to be executed for the work of the Project , and will
terminate upon written approval by ENGINEER of the final payment.
4.8 If OWNER has requested significant modifications or changes in the
extent of the Project, the time of performance of ENGINEER's services
and his various rates of compensation shall be adjusted appropriately.
4.9 If OWNER fails to give prompt written authorization to proceed
with any phase of services after completion of the Immediately preceding
phase, or If the Construction Phase has not commenced within sixty
calendar days after completion of the Final Design Phase, ENGINEER
may, after giving seven days' written notice to OWNER, suspend ser-
vices under this Agreement.
4.10.If ENGINEER's services for design or during construction 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, ENGI-
NEER shall on written demand to OWNER (but without termination of
this Agreement) be paid as provided in paragraph 5.3.1 . If such delay
or suspension extends for more than one year for reasons beyond
ENGINEER's control, or if ENGINEER for any reason is required to
render services more than one year after Substantial Completion, the
various rates of compensation provided for elsewhere in the Agreement
shall be subject to renegotiation.
SECTION 5 - PAYMENTS TO ENGINEER
5.1 . Methods of Payments for Services and Expenses of ENGINEER.
5.1 .1. For Basic Services. OWNER shall pay ENGINEER for Basic
Services rendered under Section 1 an amount based on Direct Labor
Costs times a factor of 2.3392 for services rendered by principals and
employees assigned to the Project, plus a fixed fee of $7,409.38.
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 rendered under para-
graphs 2.1 .1 through 2.1 .17, inclusive (except services
covered by paragraphs 2.1 .7 and services as a consul-
tant or witness under paragraph 2.1 .16) , on the basis of
Direct Labor Costs times a factor of 2.69 for services
rendered by principals and employees assigned to the
Project.
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5.1 .2.2. Special Consultants: For services and reimbursable
expenses of special consultants employed by ENGINEER pursuant to
paragraph 2'.1 .7 or 2.1 .17, the amount billed to ENGINEER there-
for times a factor of 1 .15.
5.1 .2.3. Serving as a Witness. For the services rendered by
principals and employees as consultants or witness in any litiga-
tions, hearing or proceeding in accordance with paragraph 2.1 .16,
at the rate of $500.00 per day or any portion thereof (but compen-
sation for time spent in preparing to appear in any such litigation,
hearing or proceeding will be on the basis provided in paragraph
5.1 .2.1 .).
5.1 .3. For Reimbursable Expenses. In addition to payments provid-
ed for in paragraphs 5.1 .1 and 5.1 .2, OWNER shall pay ENGINEER the
actual costs of all Reimbursable Expenses incurred in connection with all
Basic and Additional Services times a factor of 1 .15.
5.1 .4. The terms "Direct Labor Costs" and "Reimbursable Expenses"
will have the meanings assigned to then in paragraph 5.4.
5.1 .5. The maximum cost to OWNER for the Basic Services under
Section i including Reimbursable Expenses and Fixed Fee shall not
exceed $56,844.00 subject to changes in the Scope of Services. A
breakdown of the maximum cost is provided in Exhibit C which is
attached to and made a part of this Agreement.
5.2. Times of Payments.
5.2.1 . ENGINEER shall submit monthly statements for Basic and
Additional Services rendered and for Reimbursable Expenses incurred.
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 and expenses within forty-five days after receipt of ENGI-
NEER's bill therefor, the amounts due ENGINEER shall include a charge
at the rate of 1% per month from said forty-fifth day, in addition,
ENGINEER may, after giving seven days' written notice to OWNER,
suspend services under this Agreement until he has been paid in full
all amounts due him for services and expenses.
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 pay-
ments 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, ENGI-
NEER will be paid for services rendered during that phase on the basis
of Direct Labor Costs times a factor of 2.69 for services rendered
during that phase to date of termination by principals and employees
assigned to the Project. In the event of any such termination,
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ENGINEER will be paid for all unpaid Additional Services and unpaid
Reimbursable Expenses.
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 personnel engaged directly
on the Project, including, but not limited to, engineers, architects,
surveyors, designers, draftsmen , specification writers, estimators,
other technical personnel, stenographers, typists and clerks; but does
not Include indirect payroll related costs or fringe benefits.
5.4.2. Reimbursable Expenses mean the actual expenses incurred
directly or Indirectly in connection with the Project for: transportation
and subsistence incidental thereto; furnishing and maintaining field
office facilities; subsistence and transportation of Part Time Resident
Project Representatives and their assistants; toll telephone calls and
telegrams; reproduction of reports, Drawings, Specifications 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. Reimbursable Expenses shall include the
amount billed ENGINEER by special consultants employed by ENGINEER
(other than as an authorized Additional Service under Section 2) for
such consultants' services and Reimbursable Expenses times a factor of
1 .15.
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 of the entire Project to OWN-
ER, but it will not include ENGINEER's compensation and expenses, the
cost of land, rights-of-way, or compensation for or damages to prop-
erties 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.
6.2. Opinions of Cost.
6.2.1 . Since ENGINEER has no control over the cost of labor, mate-
rials, equipment or services furnished by others, or over the Contrac-
tor(s)' methods of determining prices, or over competitive bidding or
market conditions, his opinions of probable Project Cost and Con-
struction Cost provided for herein are to made on the basis of his
experience and qualifications and represent his best judgement as an
experienced and qualified professional engineer, familiar with the con-
struction industry; but ENGINEER cannot and does not guarantee that
proposals, bids or actual Project or Construction Cost will not vary
from opinions of probable cost prepared by him. If prior to the Bid-
ding or Negotiating Phase OWNER wishes greater assurance as to Proj-
ect or Construction Cost he shall employ an independent cost estimator
as provided In paragraph 3.8.
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SECTION 7 - GENERAL CONSIDERATIONS
7.1 . Termination.
The obligation to provide further services under this Agreement may be
terminated by either party upon seven 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 by ENGI-
NEER pursuant to this Agreement are instructions of service in respect
of the Project. They 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 ENGI-
NEER for the specific purpose intended will be at OWNER's sole risk
and without liability or legal exposure to ENGINEER; and OWNER shall
indemnify and hold harmless ENGINEER 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 ENGI-
NEER.
7.3. Controlling Law.
This Agreement is to be governed by the law of the State of Missouri.
7.4. Successors and Assigns.
7.4.1 . OWNER and ENGINEER each binds himself and his partners,
successors, executors, administrators, assigns and legal representatives
to the other party to this Agreement and to the partners, successors,
executors, administrators, assigns and legal representatives of such
other party, in respect to all covenants, agreements and obligations of
this Agreement.
7.4.2. 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 as stated in paragraph
7.4.1 . and except to the extent that 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 dis-
charge the assignor from any duty or responsibility under this Agree-
ment. Nothing contained in this paragraph shall prevent ENGINEER
from employing such independent consultants, associates and subcon-
tractors, as he may deem appropriate to assist him in the performance
of services hereunder.
7.4.3. Nothing herein shall be construed to give any rights or
benefits hereunder to anyone other than OWNER and ENGINEER.
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7.5. Arbitration.
7.5.1 . All claims, counterclaims, disputes and other matters in
question between the parties hereto arising out of or relating to this
Agreement or the breach thereof will be decided by arbitration in
accordance with the Construction industry Arbitration Rules of the
American Arbitration Association then obtaining, subject to the limita-
tions and restrictions stated in paragraphs 7.5.3 and 7.5.4 below.
This Agreement so to arbitrate and any other agreement or consent to
arbitrate entered into in accordance herewith as provided in this para-
graph 7.5 will be specifically enforceable under the prevailing arbi-
tration law of any court having jurisdiction.
7.5.2. Notice of demand for arbitration must be filed in writing with
the other parties to this Agreement and with the American Arbitration
Association. The demand must be made within a reasonable time after
the claim, dispute or other matter in question has arisen. In no event
may the demand for arbitration be made after institution of legal or
equitable proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statue of limitations.
7.5.3. All demands for arbitration and all answering statements
thereto which include any monetary claim must contain a statement that
the total sum or value in controversy as alleged by the party making
such demand or answering statement is not more that $200,000 (exclu-
sive of interest and costs). The arbitrators will not have jurisdiction,
power or authority to consider, or make finding (except in denial of
their own jurisdiction) concerning, any claim, counterclaim, dispute or
other matter in question where the amount in controversy thereof is
more than $200,000 (exclusive of interest and costs) or to render a
monetary reward in response thereto against any party which totals
more than $200,000 (exclusive of interest and costs) .
7.5.4. No arbitration arising out of, or relating to, this Agreement
may include, by consolidation, joinder or in any other matter, any
person or entity who is not a party to this Agreement.
7.5.5. By written consent signed by all the parties to this Agree-
meat and containing a specific reference hereto, the limitations and
restrictions contained in paragraphs 7.5.3 and 7,5.4 may be waived in
whole or in part as to any claim, counterclaim, dispute or other matter
specifically described claim, counterclaim, dispute or other matter in
question will • constitute consent to arbitrate any other claim, counter-
claim, dispute or other matter in question which is not specifically
described in such consent or in which the sum or value in controversy
exceeds $200,000 (exclusive of interest and costs) or which is with any
party not specifically described therein.
7.5.6. The award rendered by the arbitrators will be final, not
subject to appeal and judgement may be entered upon it in any court
having jurisdiction thereof.
-13-
SECTION 8 - SPECIAL PROVISIONS, EXHIBITS and SCHEDULES.
8.1 . DELETED
8.2. The following Exhibits are attached to and made a part of this
Ag reement:
8.2.1 . Exhibit A - General Conditions, Document No. 11 , Contract
Documents for Construction of Federally Assisted Water and Sewer
Projects, consisting of 9 pages.
8.2.2. Exhibit B - A Listing of the Duties, Responsibilities and
Limitations of Authority of the Part Time Project Representative,
consisting of 4 pages.
8.2.3. Exhibit C - Breakdown of Cost for Professional Services,
consisting of 1 page.
8.2.4. Exhibit D - EPA Form 5700-41 , consisting of 2 pages.
8.2.5 Exhibit E - Model Subagreements Clauses, 40 CFR 33.1030,
March 28, 1983, consisting of 4 pages. These clauses supersede any
conflicting provisions contained elsewhere in this Agreement.
8.2.6 Exhibit F - Patents data and copyrights clause, 40 CFR
33.1019; Violating facilities clause, 40 CFR 33.1020; and Energy effi-
ciency clause, 40 CFR 33.1021 , all March 28, 1983, consisting of one
page.
8.3. This Agreement (consisting of pages 1 to 15, inclusive) , together
with the Exhibits and schedules identified above constitute the entire
agreement between OWNER and ENGINEER and supersede all prior
written or oral understandings. This Agreement and said Exhibits and
schedules may only be amended, supplemented, modified or cancelled by
a duly executed written instrument.
[Remainder of this page left blank intentionally]
-14-
AML
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement as of the day and year first above written.
OWNER: ENGINEER:
CITY OF JEFFERSON, MISSOURI RUSSELL X INJ2.
B Y � ct-� By CMG+
' Z���� i ton B I sc o ,••.J r.
Title ' Title: Vtce Preslcl t
ATTEST ATTEST
By , ?.,,..rf�`"� BY
i am a
Title ��. Title: Project Manager
-15-
EXHIBIT B
A LISTING OF THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE PART TIME
PROJECT REPRESENTATIVE
ENGINEER and OWNER shall furnish a Project Representative (PR) ,
assistants and other field staff to assist ENGINEER in observing perfor-
mance of the Work of the Contractor.
Through more extensive on-site observations of the Work in pro-
gress and field checks of materials and equipment by the PR and assis-
tants, ENGINEER shall endeavor to provide further protection for
OWNER against defects and deficiencies in the Work; but, the furnish-
ing of such services will not make ENGINEER responsible for or give
ENGINEER control over construction means, methods, techniques,
sequences or procedures or for safety precautions or programs, or
responsibility for CONTRACTOR's failure to perform the Work in accor-
dance with the Contract Documents.
The duties and responsibilities of the PR are limited to those of
ENGINEER in ENGINEER's agreement with the OWNER and in the con-
struction Contract Documents, and are further limited and described as
follows:
A. General
PR will act as directed by and under the supervision of ENGI-
NEER, and will confer with ENGINEER regarding PR's actions. PR's
dealings in matters pertaining to the on-site work shall in general be
with ENGINEER and CONTRACTOR keeping OWNER advised as neces-
sary. PR's dealings with subcontractors shall only be through or with
the full knowledge and approval of CONTRACTOR. PR shall generally
communicate with OWNER with the knowledge of and under the direction
r of ENGINEER.
B. Duties and Responsibilities of PR
1 . DELETED
2. Conferences and Meetings: Attend meetings with CONTRAC-
TOR, such as pre-construction conferences, progress meet-
ings, job conferences and other project-related meetings, and
prepare and circulate copies of minutes thereof.
3. Liaison:
a. Serve as ENGINEER's liaison with CONTRACTOR, work-
ing principally through CONTRACTOR's superintendent
and assist in understanding the intent of the Contract
Documents; and assist ENGINEER In serving as OWNER's
liaison with CONTRACTOR when CONTRACTOR's op-
erations affect OWNER's on-site operations.
b. Assist in obtaining from OWNER additional details or
Information, when required for proper execution of the
Work.
-1-
EXHIBIT B
4. Shop Drawings and Samples:
a. DELETED
b. Receive samples which are furnished at the site by
CONTRACTOR, and notify ENGINEER of availability of
samples for examination.
C. Advise ENGINEER and CONTRACTOR of the commence-
ment of any Work requiring a Shop Drawing or sample if
the submittal has not been approved by ENGINEER.
5. Review of Work, Rejection of Defective Work, Inspections and
Tests:
a. Conduct on-site observations of the Work in progress to
assist ENGINEER in determining if the Work is in general
proceeding in accordance with the Contract Documents.
b. Report to ENGINEER whenever PR believes that any
Work is unsatisfactory, faulty or defective or does not
conform to the Contract Documents, or has been
damaged, or does not meet the requirements of any
inspection, test or approval required to be made; and
advise ENGINEER of Work that PR believes should be
corrected or rejected or should be uncovered for obser-
vation, or require special testing, inspection or ap-
proval.
C. Verify that tests, equipment and systems startups and
operating and maintenance training are conducted in the
presence of appropriate personnel, and that CONTRAC-
TOR maintains adequate records thereof; and observe,
record and report to ENGINEER appropriate details
relative to the test procedures and startups.
d. Accompany visiting -inspectors representing public or
other agencies having jurisdiction over the Project.
Record the results of these inspections and report to
ENGINEER.
6. Interpretation of Contract Documents: Report to ENGINEER
when clarifications and interpretations of the Contract Docu-
ments are needed and transmit to CONTRACTOR clarifications
and interpretations as issued by ENGINEER.
7. Modifications: Consider and evaluate CONTRACTOR's sug-
gestions for modifications in Drawings or Specifications and
report with PR's recommendations to ENGINEER. Transmit to
CONTRACTOR decisions as issued by ENGINEER.
8. Records:
a. Maintain at the job site orderly files for correspondence,
reports of job conferences, Addenda, Change Orders,
Field Orders, additional Drawings issued subsequent to
the execution of the Contract, ENGINEER's clarifications
and interpretations of the Contract Documents, progress
reports, and other Project related documents.
b. Keep a diary or log book, recording CONTRACTOR
hours on the job site, weather conditions, data relative
to questions of Work Directive Changes, Change Orders
-2-
EXHIBIT B
or changed conditions, list of job site visitors, daily
activities, decisions, observations in general, and specif-
ic observations in more detail as In the case of observing
test procedures; and send copies to ENGINEER on a
weekly basis.
C. Record names, addresses and telephone numbers of all
CONTRACTORS, subcontractors and major suppliers of
materials and equipment.
9. Reports:
a. DELETED
b. Consult with ENGINEER in advance of scheduled major
tests, inspections or start of important phases of the
Work.
C. DELETED
d. Report immediately to ENGINEER and OWNER upon the
occurrence of any accident.
10. Payment Requests: Review CONTRACTOR's applications for
payment with ENGINEER, noting particularly the relationship
of the payment requested to the schedule of values, Work
completed and materials and equipment delivered at the site
but not incorporated in the Work.
11 . DELETED
12. Completion:
a. Before ENGINEER issues a Certificate of Substantial
Completion, submit to CONTRACTOR a list of observed
items requiring completion or correction.
b. Conduct final inspection in the company of ENGINEER,
OWNER and CONTRACTOR and assist ENGINEER in
preparing a final list of items to be completed or cor-
rected.
C. Observe that all items on final list have been completed
or corrected and make recommendations to ENGINEER
concerning acceptance.
C. Limitations of Authority
Resident Project Representative:
1 . Shall not authorize any deviation from the Contract Documents
or substitution of materials or equipment, unless authorized
by ENGINEER.
2. Shall not exceed limitations of ENGINEER's authority as set
forth in the Contract Documents.
3. Shall not undertake any of the responsibilities of CONTRAC-
TOR, subcontractors or CONTRACTOR's superintendent.
4. Shall not advise on, issue directions relative to or assume
control over any aspect of the means, methods, techniques,
-3-
EXHIBIT B
sequences or procedures of construction unless such advice
or directions are specifically required by the Contract Docu-
ments.
5. Shall not advise on, issue directions regarding or assume
control over safety precautions and programs in connection
with the Work.
6. Shall not accept Shop Drawings or sample submittals from
anyone other than Contractor.
7. Shall not authorize OWNER to occupy the Project in whole or
in part.
8. Shall not participate in specialized field or laboratory tests or
inspections conducted by others except as specifically au-
thorized by ENGINEER.
-4-
EXHIBIT C
BREAKDOWN OF COST
FOR
PROFESSIONAL SERVICES
PARAGRAPH ESTIMATED FIXED
REFERENCE DESCRIPTIO14 COST FEE TOTAL
1.4 Final Design Phase $ 1,724.51 $ 257.74 $ 1,982.25
1.5 Bidding Phase 3,449.02 515.48 3,964.50
1.6 Construction Phase 8,617.57 1,293.68 9,911.25
1.7.1 Survey 1,639.66 245.34 1 ,885.00
1.7.2 Resident Services 17,101.46 2,565.54 19,667.00
1.7.3 Start-Up Assistance 2,962.00 442.00 3,404.00
1.7.4 Follow-Up Services 4,538.58 680.42 5,219.00
1.7.5 Record Drawings 3,701.75 555.25 4,257.00
1.7.6 0&M Manual 5,700.07 853.93 6,554.00
9,434 57,409.3$ $b6,844.UU
COST OR PRICE SUMMARY FORMAT FOR SUBAGREEMENTS UNDER U.S. EPA GRANTS Form Approved
(See accompanying instructions before completing this farm) OMB No. 158-RO144
PARTI•GENERAL _
1. GRANTEE 2. GRANT NUMBER
City of Jefferson, Missouri
4. NAME OF CONTRACTOR OR SUBCONTRACTOR 8, DATE OF PROPOSAL
Russell- & Axon Inc. May 1 , 1986
S. ADDRESS OF CONTRACTOR OR SUBCONTRACTOR(Include ZIP code) 6. TYPE OF SERVICE TO BE FURNISHED
319 North Fourth, Suite 700 Final Design, Bidding,
St. Louis, Missouri 63102 and Construction Phase r
Services
PART 11-COST SUMMARY
kMATED HOURLY ESTIMATED
7. DIRECT LABOR (Specify labor categories) RATE COST TOTALS
Project Lana er n sneer s s En ineer Technician .�
Drafter 151
C1 rical
Project Re presentative 20.00 43In
DIRECT LABOR TOTAL: 5
8. INDIRECT COSTS(Specify Indirect cost pools) RATE < BASE = ESTIMATED
COST
s s23,703-30
„3
INDIRECT COSTS
9. OTHER DIRECT COSTS
a ESTIMATED
a. TRAVEL
COST
(1) TRANSPORTATION
(2) PER OIEM S
TRAVELSUBTOTAL: "* S
b, EQUIPMENT, MATERIALS, SUPPLIES (Specify categories) QTY COST ESTIMATED
COST
S S
EQUIPMENT SUBTOTAL:
c. SUBCONTRACTS ESTIMATED
COST i:> -»....•.:
t.a. ..
SUBCONTRACTS SUBTOTAL-- ' $
r
d. OTHER(Specify categories) ESTIMATED
COST
Telephone s 1120.00
Printing 500.00
OTHER SUBTOTAL: s 1620.00
e.'OTHER DIRECT COSTS TOTAL: -;y S
10.TOTAL ESTIMATED COST s 49 434.62
11.PROFIT i xe 74 938
12.TOTAL PRICE J6.,844.o
EPA Porm 5700.41 (2.76) PAGE 1 OF-5-
r
r
' Form Approved
OMB No. 1 d8-R0111
PART III -PRICE SUMMARY
19. COMPETITOR'S CATALOG LISTINGS, IN-HOUSE ESTIMATES, PRIOR QUOTES MARKET PROPOSED
(lndloate beat•for price comporleon) PRICEIS) PRICE
tiW,
t'1 • �,
�;!i
.wt�
t '•.a{.�i.�h2�6��f i
•+ ry A„`';► i�,`i 'in.'
k>Lw
i•1Z Tai&. q{��' (tir.• {
,,h�. yet:+'v,'i3.}J�•'e{ahe!cry'
•;I...:';R�'vJ.« ..a' a;:�',i;�?T•i'I('.;.r>tr.,•;r,•i�r.. ,.a.S,:f,: %'sa.t'.��`MT;' �`G 7.,- ?.","i.':I' t.^i.Y.Si.ait�i,nM4�.G!y^ :y`.�Y •k. .A'i4•'de. ..,1'.i';•�s
$
4t
PART IV-CERTIFICATIONS
14. CONTRACTOR Russell & Axon, Inc.
144.HAS A FEDERAL AGENCY OR A FEDERALLY CERTIFIED STATE OR LOCAL AGENCY PERFORMED ANY REVIEW OF YOUR
ACCOUNT-S OR RECORDS IN CONNECTION WITH ANY OTHER FEDERAL GRANT OR CONTRACT WITHIN THE PAST TWELVE MONTHS?
Q YES a] NO(1f"Yee" dive name addroso and telephone number of reviewing office)
14b.THIS SUMMARY CONFORMS WITH THE FOLLOWING COST PRINCIPLES
40 CFR 30.710
14C.
This proposal is submitted for use in connection with and in response to (1) Director Of
Public Works. Jefferson f it VV_110 . This is to certify to the best of my knowledge
and belief that the cost and pricing data summarized herein are complete, current, and accurate as of
(2)1 4-30-86 and that a financial management capability exists to fully and accu-
rately account for the financial transactions under this project. I further certify that I understand that the
subagreemnf price may be subject to downward renegotiation and/or recoupment where the above cost and
pricing data have been determined, as a result of audit, not to have been complete, current and accurate as
of the date above.
(3)' �
DATE OF EXECUTION SIGNATURE OF PROPOSER.
William 0. Haag
Project Manager
TITLE OF PROPOSER
14.GRANTEE REVIEWER
I certify that I have reviewed the cost/price summary set forth herein and the proposed costs/price appear
acceptable for snbagreement award,
DATE OF EXECUTION SIGNATURE OF REVIEWER
TITLE OF REVIEWER
16. EPA REVIEWER(11 applicable)
DATE OF EXECUTION SIGNATURE OF REVIEWER
TITLE OF REVIEWER
EPA Feral 5700.11 (2.76) PAGE 2 OF 5