HomeMy Public PortalAboutORD16093BILL NO. 2020-048
SPONSORED BY Councilmember Hussey
ORDINANCE NO. & D 95
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH REINHOLD
ELECTRIC INC, IN THE AMOUNT OF $118,281.00 FOR THE RUNWAY LIGHTING
REPLACEMENT PROJECT AND ACCEPT A GRANT FROM THE MISSOURI
HIGHWAY AND TRANSPORTATION COMMISSION.
WHEREAS, Reinhold Electric Inc has become the apparent lowest and best bidder on the
Runway Lighting Replacement project.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1. The bid of Reinhold Electric Inc is declared to be the lowest and best bid and
is hereby accepted for the Runway Lighting Replacement project.
Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement
with Reinhold Electric Inc for the Runway Lighting Replacement project.
Section 3. The agreement shall be substantially the same in form and content as that
agreement attached hereto as Exhibit A.
Section 4. The Missouri Highway and Transportation Commission Grant attached hereto
as Exhibit B is accepted.
Section 5. This Ordinance shall be in full force and effect from and after the date of its
passage and approval.
Passed: &bt' -I, 202,C)
Approved:�)eC'• g, 'Pv"�'o
Tno��'- a wvvz' I
Presiding Officer Mayor Carrie Tergin
ATTEST:
i
APPROVED AS TO FORM:
Cit t ey
CITY OF JEFFERSON
CONSTRUCTION CONTRACT
THIS CONTRACT made and entered into the date last executed by a party as indicated
below, by and between Reinhold Electric Inc. hereinafter referred to as "Contractor",
and the City of Jefferson, Missouri, a municipal corporation of the State of Missouri,
hereinafter referred to as "City".
WITNESSETH: That Whereas, the Contractor has become the lowest responsible
bidder for furnishing the supervision, labor, tools, equipment, materials and supplies and
for constructing the following City improvements:
Project No. 62129, Runway Lighting Replacement.
NOW THEREFORE, the parties to this contract agree to the following:
1. Scope of Services.
Contractor agrees to provide all labor, equipment, hardware and supplies to perform the
work included in the project entitled "Runway Lighting Replacement" in accordance
with the plans and specifications on file with the Department of Public Works.
2. Payment.
The City hereby agrees to pay the Contractor for the work done pursuant to this contract
according to the payment schedule set forth in the Contract Documents upon
acceptance of said work by the Director of Public Works and in accordance with the
rates and/or amounts stated in the bid of Contractor dated August 13, 2020 which are
by reference made a part hereof. No partial payment to the Contractor shall operate as
approval or acceptance of work done or materials furnished hereunder. The total
amount of this contract shall not exceed One Hundred Eighteen Thousand Two
Hundred Eighty One Dollars and Zero Cents ($118,281.00).
3. Manner and time for Completion.
Contractor agrees with the City to furnish all supervision, labor, tools, equipment,
materials and supplies necessary to perform said work at Contractor's own expense in
accordance with the contract documents and any applicable City ordinances and state
and federal laws, within 18 calendar days from the date Contractor is ordered to
proceed, which order shall be issued by the Director of Public Works within ten (10)
days after the date of this contract.
4. Prevailing Wages.
To the extent that the work performed by Contractor is subject to prevailing wage law,
Contractor shall pay a wage of no less than the "prevailing hourly rate of wages" for
work of a similar character in this locality, as established by Department of Labor and
Industrial Relations of the State of Missouri, and as established by the Federal
Employment Standards of the Department of Labor. Contractor acknowledges that
Contractor knows the prevailing hourly rate of wages for this project because Contractor
has obtained the prevailing hourly rate of wages from the contents of the current
Annual Wage Order No. 27, Section 014, Callaway County rates as set forth and the
Federal Davis Bacon Wage Rates current at the time of bidding. The Contractor
further agrees that Contractor will keep an accurate record showing the names and
occupations of all workmen employed in connection with the work to be performed
under the terms of this contract. The record shall show the actual wages paid to the
workmen in connection with the work to be performed under the terms of this contract.
A copy of the record shall be delivered to the Purchasing Agent of the Jefferson City
Finance Department each week. In accordance with Section 290.250 RSMo,
Contractor shall forfeit to the City One Hundred Dollars ($100.00) for each workman
employed, for each calendar day or portion thereof that the workman is paid less than
the stipulated rates for any work done under this contract, by the Contractor or any
subcontractor under the Contractor.
5. Insurance.
(a) The Contractor shall obtain and maintain during the term of the Project
and this Contract the insurance coverages at least equal to the coverages set forth in
this paragraph 7, and as further provided in the General Conditions, but no event less
than the individual and combined sovereign immunity limits established by Section
537.610 R.S.Mo. Insurance policies providing required coverages shall be with
companies licensed to do business in the State of Missouri and rated no less than AA
by Best or equivalent. All costs of obtaining and maintaining insurance coverages are
included in the Bid Amount and no additional payment will be made therefor by the City.
Comprehensive General Liability Insurance $500,000 per occurrence
(including coverage for Bodily Injury and $3,000,000 aggregate
Property Damage)
Comprehensive Automobile Liability $500,000 per occurrence
Insurance $3,000,000 aggregate
(including coverage for Bodily Injury and
Property Damage)
Employer's Liability
$3,000,000 bodily injury by
accident (each accident)
$3,000,000 bodily injury by
disease (each employee)
$3,000,000 bodily injury policy
limit
(b) Worker's Compensation - In addition, the Contractor and all
subcontractors shall provide Worker's Compensation Insurance in at least statutory
amounts for all workers employed at the Project site.
(c) Builder's Risk - The Contractor shall also provide a policy of Builder's Risk
Insurance in the amount of 100% of the complete insurable value of the Project, which
policy shall protect the Contractor and the City, as their respective interests shall
appear.
(d) Owner's Protective Liability Insurance - The Contractor shall also obtain at
its own expense and deliver to the City an Owner's Protective Liability Insurance Policy
naming the City of Jefferson as the insured, in an amount not less than the individual
and combined sovereign immunity limits established by Section 537.610 R.S.Mo.,
except for those claims governed by the provisions of the Missouri Workmen's
Compensation Law, Chapter 287, RSMo. No policy will be accepted which excludes
liability for damage to underground structures or by reason of blasting, explosion or
collapse.
(e) Before commencing any work, the Contractor shall provide to the City
certificates of insurance evidencing the issuance and maintenance in force of the
coverages required by this paragraph 4. Each such certificate shall show the City, and
such other governmental agencies as may be required by the City to be insured by
underlying grant or contract relating to the Project, as an additional insured, and shall
bear an endorsement precluding cancellation of or change in coverage without at least
thirty (30) days written notice to the City. The City may waive any insurance coverages
or amounts required by this paragraph 4 when the City deems such waiver to be in the
interest of the public health, safety, and general welfare.
(f) Subcontracts - In case any or all of this work is sublet, the Contractor shall
require the Subcontractor to procure and maintain all insurance required in
Subparagraphs (a), (b), and (c) hereof and in like amounts.
(g) Scope of Insurance and Special Hazard. The insurance required under
Sub -paragraphs (b) and (c) hereof shall provide adequate protection for the Contractor
and its subcontractors, respectively, against damage claims which may arise from
operations under this contract, whether such operations be by the insured or by anyone
directly or indirectly employed by it, and also against any special hazards which may be
encountered in the performance of this contract.
NOTE: Paragraph (f) is construed to require the procurement of Contractor's protective
insurance (or contingent public liability and contingent property damage policies) by a
general contractor whose subcontractor has employees working on the project, unless
the general public liability and property damage policy (or rider attached thereto) of the
general contractor provides adequate protection against claims arising from operations
by anyone directly or indirectly employed by the Contractor.
6. Contractor's Responsibility for Subcontractors.
It is further agreed that Contractor shall be as fully responsible to the City for the acts
and omissions of its subcontractors, and of persons either directly or indirectly
employed by them, as Contractor is for the acts and omissions of persons it directly
employs. Contractor shall cause appropriate provisions to be inserted in all
subcontracts relating to this work, to bind all subcontractors to Contractor by all the
terms herein set forth, insofar as applicable to the work of subcontractors and to give
Contractor the same power regarding termination of any subcontract as the City may
exercise over Contractor under any provisions of this contract. Nothing contained in this
contract shall create any contractual relations between any subcontractor and the City
or between any subcontractors.
7. Liquidated Damages.
The Contractor agrees and acknowledges that time is of the essence of this Agreement
and that delay in the prosecution of the Work and the Project will inconvenience the
public and increase administrative costs of the City, the costs of which the Contractor
and the City are incapable of ascertaining at this time. Should the Contractor, or in the
case of Contractor's default, the surety, fail to complete the Work within the time
stipulated in this Agreement, or within such extension of time as may be allowed by the
City in the manner set forth in the Contract Documents, the Contractor (or surety, as
applicable) shall pay to the City as liquidated damages, and not as a penalty, the sum of
Five Hundred Dollars ($500.00) for each calendar day that the Work remains
uncompleted after the time allowed for the completion, including approved extensions.
In the sole discretion of the City, the amount of the liquidated damages may be
deducted from any money due the Contractor under this Agreement. Permitting the
Contractor to finish the Work or any part thereof after the expiration of the time for
completion or any approved extension, shall in no way operate as a waiver of the City of
any of rights under this Contract.
8. Termination.
The City reserves the right to terminate this contract by giving at least five (5) days prior
written notice to Contractor, without prejudice to any other rights or remedies of the City
should Contractor be adjudged a bankrupt, or if Contractor should make a general
assignment for the benefit of its creditors, or if a receiver should be appointed for
Contractor or for any of its property, or if Contractor should persistently or repeatedly
refuse or fail to supply enough properly skilled workmen or proper material, or if
Contractor should refuse or fail to make prompt payment to any person supplying labor
or materials for the work under the contract, or persistently disregard instructions of the
City or fail to observe or perform any provisions of the contract.
9. City's Right to Proceed.
In the event this contract is terminated pursuant to Paragraph 8, then the City may take
over the work and prosecute the same to completion, by contract or otherwise, and
Contractor and its sureties shall be liable to the City for any costs over the amount of
this contract thereby occasioned by the City. In any such case the City may take
possession of, and utilize in completing the work, such materials, appliances and
structures as may be on the work site and are necessary for completion of the work.
The foregoing provisions are in addition to, and not in limitation of, the rights of the City
under any other provisions of the contract, City ordinances, and state and federal laws.
10. Indemnity.
To the fullest extent permitted by law, the Contractor agrees to defend with counsel
selected by the City, and defend, indemnify and hold harmless the City, its officers,
engineers, representatives, agents and employees from and against any and all
liabilities, damages, losses, claims or suit, including costs and attorneys' fees, for or on
account of any kind of injury to person, bodily or otherwise, or death, or damage to or
destruction of property, or money damages, or trespass, or any other circumstances,
sustained by the City or others, arising from the Contractor's breach of the Contract or
out of services or products provided by the Contractor or its subcontractors under the
terms of this agreement. The Contractor shall not be liable for any loss or damage
attributable solely to the negligence of the City. To the extent required to enforce this
provision, the Contractor agrees that this indemnification requires the Contractor to
obtain insurance in amounts specified in the Contract Documents and that the
Contractor has had the opportunity to recover the costs of such insurance in the
compensation set forth in this Agreement.
In any and all claims against the City or any of its agents or employees by any
employee of the Contractor, any Subcontractor, anyone directly or indirectly employed
by any one of them or anyone for whose acts any of them may be liable, this
indemnification obligation shall not be limited in any way by any limitation on the amount
or type of damages, compensation or benefits payable by or for the Contractor or any
Subcontractor under workmen's compensation acts, disability benefit acts or other
employee benefit acts.
The Contractor shall reimburse to the City any costs and attorneys' fees that the City
may reasonably incur in pursuit of any remedies at law or equity or enforcement of any
rights established in this Contract, which may result from the Contractor's breach of the
Contract, the Contractor's failure to perform any obligation or requirement contained
herein, or the City's enforcement of this Contract.
11. Payment for Labor and Materials.
The Contractor agrees and binds itself to pay for all labor done, and for all the materials
used in the construction of the work to be completed pursuant to this contract.
Contractor shall furnish to the City a bond to ensure the payment of all materials and
labor used in the performance of this contract.
12. Supplies.
The Contractor is hereby authorized and directed to utilize the City's sales tax
exemption in the purchase of goods and materials for the project as set out in Section
144.062 RSMo 1994 as amended. Contractor shall keep and maintain records and
invoices of all such purchases which shall be submitted to the City.
13. Performance and Materialman's Bonds Required.
Contractor shall provide a bond to the City before work is commenced, and no later than
ten (10) days after the execution of this contract, guaranteeing the Contractor's
performance of the work bid for, the payment of amounts due to all suppliers of labor
and materials, the payment of insurance premiums for workers compensation insurance
and all other insurance called for under this contract, and the payment of the prevailing
wage rate to all workmen as required by this contract, said bond to be in a form
approved by the City, and to be given by such company or companies as may be
acceptable to the City in its sole and absolute discretion. The amount of the bond shall
be equal to the Contractor's bid.
14. Knowledge of Local Conditions.
Contractor hereby warrants that it has examined the location of the proposed work and
the attached specifications and has fully considered such local conditions in making its
bid herein.
15. Severability.
If any section, subsection, sentence, or clause of this Contract shall be adjudged illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the
legality, validity, or enforceability of the contract as a whole, or of any section,
subsection, sentence, clause, or attachment not so adjudged.
16. Governing Law.
The contract shall be governed by the laws of the State of Missouri. The courts of the
State of Missouri shall have jurisdiction over any dispute which arises under this
contract, and each of the parties shall submit and hereby consents to such courts
exercise of jurisdiction. In any successful action by the City to enforce this contract, the
City shall be entitled to recover its attorney's fees and expenses incurred in such action.
17. Contract Documents.
The contract documents shall consist of the
following:
a. This Contract
f. General Provisions
b. Addenda
g. Special Provisions
C. Information for Bidders
h. Technical Specifications
d. Notice to Bidders
i. Drawing and/or Sketches
e. Signed Copy of Bid
This contract and the other documents enumerated in this paragraph, form the Contract
between the parties. These documents are as fully a part of the contract as if attached
hereto or repeated herein.
18. Complete Understanding, Merger.
Parties agree that this document including those documents described in the section
entitled "Contract Documents" represent the full and complete understanding of the
parties. This contact includes only those goods and services specifically set out. This
contract supersedes all prior contracts and understandings between the Contractor and
the City.
19. Authorship and Enforcement.
Parties agree that the production of this document was the joint effort of both parties
and that the contract should not be construed as having been drafted by either party.
20. Amendments.
This contract may not be modified, changed or altered by any oral promise or statement
by whomsoever made; nor shall any modification of it be binding upon the City until
such written modification shall have been approved in writing by an authorized officer of
the City. Contractor acknowledges that the City may not be responsible for paying for
changes or modifications that were not properly authorized.
21. Waiver of Breach .
Failure to Exercise Rights and Waiver: Failure to insist upon strict compliance with any
of the terms covenants or conditions herein shall not be deemed a waiver of any such
terms, covenants or conditions, nor shall any failure at one or more times be deemed a
waiver or relinquishment at any other time or times by any right under the terms,
covenants or conditions herein.
22. Assignment.
Neither party may sell or assign its rights or responsibilities under the terms of this
agreement without the express consent of the remaining party.
23. Nondiscrimination.
Contractor agrees in the performance of this contract not to discriminate on the ground
or because of race, creed, color, national origin or ancestry, sex, religion, handicap,
age, or political opinion or affiliation, against any employee of Contractor or applicant for
employment and shall include a similar provision in all subcontracts let or awarded
hereunder.
24. Illegal Immigration.
Prior to commencement of the work:
A. Contractor shall, by sworn affidavit and provision of documentation, affirm its
enrollment and participation in a federal work authorization program with respect
to the employees working in connection with the contracted services.
B. Contractor shall sign an affidavit affirming that it does not knowingly employ any
person who is an unauthorized alien in connection with the contracted services
Contractor agrees in the performance.
C. If contractor is a sole proprietorship, partnership, or limited partnership,
contractor shall provide proof of citizenship or lawful presence of the owner prior
to issuance of the Notice to Proceed.
25. OSHA Training
Prior to commencement of the work:
A. Contractor shall provide a ten-hour Occupational Safety and Health
Administration (OSHA) construction safety program for their on-site employees
which includes a course in construction safety and health approved by OSHA or
a similar program approved by the department which is at least as stringent as
an approved OSHA program.
B. All employees subject to this provision are required to complete the program
within sixty days of beginning work on such construction project.
C. Any employee, agent or subcontractor of the Contractor subject to this provision
found on the worksite without documentation of the successful completion of the
course shall be afforded twenty days to produce such documentation after which
time they shall be removed from the project.
D. If Contractor fails the provisions of subsection A, B, or C, the Contractor shall
forfeit as a penalty two thousand five hundred dollars plus an additional one
hundred dollars for each employee employed by the contractor or subcontractor,
for each calendar day, or portion thereof, such employee is employed without the
required training. The penalty shall not begin to accrue until the time period in
subsections B or C, whichever is applicable, of this section have elapsed.
E. The City shall withhold and retain from any amount due under the contract, all
sums and amounts due and owing as a result of any violation of this section
when making payments to the contractor under the contract. The contractor may
withhold from any subcontractor, sufficient sums to cover any penalties the City
has withheld from the contractor resulting from the subcontractor's failure to
comply with the terms of this section.
26. Transient Employers.
Every transient employer, as defined in section 285.230, RSMo, enclosed in the laws
section, must post in a prominent and easily accessible place at the work site a clearly
legible copy of the following: (1) The notice of registration for employer withholding
issued to such transient employer by the director of revenue; (2) Proof of coverage for
workers' compensation insurance or self-insurance signed by the transient employer
and verified by the department of revenue through the records of the division of workers'
compensation; and (3) The notice of registration for unemployment insurance issued to
such transient employer by the division of employment security. Any transient employer
failing to comply with these requirements shall, under section 285.234, RSMo, enclosed
in the laws section, be liable for a penalty of $500 per day until the notices required by
this section are posted as required by that statue.
27. Notices.
All notices required to be in writing may be given by first class mail addressed to City of
Jefferson, Department of Public Works, 320 East McCarty, Jefferson City, Missouri,
65101, and Contractor at 2511 Lemay Ferry Rd, St. Louis, MO 63125 . The date of
delivery of any notice shall be the second full day after the day of its mailing.
CITY OF JEFFERSON CONTRACTOR
Mayor: Carrie Tergin
l), -E goa0
Date: Date:
ATTEST:
APPROVED AS TO FORM:
City Counselor
ATTEST:
Title:
CCO Form: MO01 Sponsor: City of Jefferson
Approved: 02/94 (MLH) Project No.: AIR 196-040B-1
Revised: 05/17 (MWH)
Modified: 10/20 (MWH)
MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION
EMERGENCY AIRPORT AID AGREEMENT
THIS GRANT AGREEMENT is entered into by the Missouri Highways and
Transportation Commission (hereinafter, "Commission") and the City of Jefferson
(hereinafter, "Sponsor").
WITNESSETH:
WHEREAS, the Sponsor has applied to the Commission for a grant of funds
under §305.230 RSMo; and
WHEREAS, the Commission has agreed to make funds appropriated for the
purpose of capital improvements or maintenance of airports immediately available to
that Sponsor under the provisions of subsection 5 of §305.230 RSMo with the
understanding that such funds will only be used for the emergency designated project
pursuant to this Agreement for only the purposes specifically described as immediately
follows and in this Agreement:
Repair Airfield Lighting, Electrical, and NAVAIDS;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
representations in this Agreement, the parties agree as follows:
(1) PURPOSE: The purpose of this Agreement is to provide financial
assistance to the Sponsor under subsection 5 of §305.230 RSMo, for the emergency
designated project to repair airfield lighting, electrical, and NAVAIDS that were
damaged by flooding in the spring and summer of 2019.
(2) AMOUNT OF GRANT: The amount of this grant is Two Hundred Two
Thousand Nine Hundred Thirty -One Dollars ($202,931), which represents One Hundred
Percent (100%) of the total eligible costs to repair airfield lighting, electrical, and
NAVAIDS that are referenced in Paragraph (1) of this Emergency Airport Aid
Agreement that were caused by severe weather. The designation of this grant does not
create a lump sum quantity contract, but rather only represents the amount of funding
available for qualifying expenses. In no event will the Commission provide the Sponsor
funding for improvements or work that are not actually performed. The release of all
funding under this Agreement is subject to review and approval of all project expenses
to ensure that they are qualifying expenses under this program.
(3) PROJECT TIME PERIOD: The project period shall be from January 1,
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2020 until July 31, 2021. The Commission's representative may, in writing, extend the
project time period for good cause as shown by the Sponsor. The grant funds in
paragraph (2) not expended or duly obligated during the project time period shall be
released for use in other projects under §305.230 RSMo.
(4) TITLE EVIDENCE TO EXISTING AIRPORT PROPERTY: By signing this
Agreement, the Sponsor certifies that it holds satisfactory evidence of title to all existing
airport property and avigation easements.
(5) CONTROL OF AIRPORT: The Sponsor agrees to continue to control the
airport, either as owner or as lessee, for twenty (20) years following receipt of the last
payment from this grant.
(6) WITHDRAWAL OF GRANT OFFER: The Commission reserves the right
to amend or withdraw this grant offer at any time prior to acceptance by the Sponsor.
(7) PAYMENT: Payments to the Sponsor are made on an advance basis.
The Sponsor may request incremental payments during the course of a project or a
lump sum payment upon completion of the work. However, this advance payment is
subject to the limitations imposed by paragraph (7)(B) of this Agreement.
(A) The Sponsor may request payment at any time subsequent to the
execution of this Agreement by both parties. Requests for reimbursement shall be
supported with invoices. After the Sponsor pays incurred costs, copies of checks used
to pay providers must be submitted to the Commission.
(B) It is understood and agreed by and between the parties that the
Commission shall make no payment which could cause the aggregate of all payments
under this Agreement to exceed ninety percent (90%) of the maximum state (Aviation
Trust Fund) obligation stated in this Agreement or eighty-one percent (81 %) of actual
total eligible project cost, whichever is lower, until the Sponsor has met and/or
performed all requirements of this grant Agreement to the satisfaction of the
Commission.
(C) Within ninety (90) days of final inspection of the project funded
under this grant, the Sponsor shall provide to the Commission a final payment request
and all financial performance and other reports as required by the conditions of this
grant.
(D) When land donations are used, the costs for land may be submitted
with an appraisal prepared by a MoDOT-certified appraiser. All donations must be
preapproved by the Commission to ensure eligibility for funding.
(E) If the Commission determines that the Sponsor was overpaid, the
amount of overpayment shall be remitted to the Commission.
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(8) AUDIT OF RECORDS: The Sponsor must maintain all records relating to
this Agreement, including but not limited to invoices, payrolls, etc. These records must
be available at all reasonable times at no charge to the Commission and/or its
designees or representatives during the period of this Agreement and any extension
thereof, and for three (3) years from the date of final payment made under this
Agreement.
(9) FINANCIAL SUMMARY: Upon request of the Commission, the Sponsor
shall provide to the Commission a financial summary of the total funds expended. The
summary must show the source of funds and the specific items for which they were
expended.
(10) NONDISCRIMINATION CLAUSE: The Sponsor shall comply with all state
and federal statutes applicable to the Sponsor relating to nondiscrimination, including,
but not limited to, Chapter 213, RSMo; Title VI and Title VII of the Civil Rights Act of
1964 as amended (42 U.S.C. §2000d and §2000e, et seq.); and with any provision of
the "Americans with Disabilities Act" (42 U.S.C. §12101, et seq.).
(11) CANCELLATION: The Commission may cancel this Agreement at any
time for a material breach of contractual obligations by providing the Sponsor with
written notice of cancellation. Should the Commission exercise its right to cancel this
Agreement for such reasons, cancellation will become effective upon the date specified
in the notice of cancellation sent to the Sponsor.
(12) LACK OF PROGRESS: Any lack of progress which significantly
endangers substantial performance of the project within the specified time shall be
deemed a violation of the terms of this Agreement. The determination of lack of
progress shall be solely within the discretion of the Commission. The Commission shall
notify the Sponsor in writing once such a determination is made.
(13) VENUE: It is agreed by the parties that any action at law, suit in equity, or
other judicial proceeding to enforce or construe this Agreement, or regarding its alleged
breach, shall be instituted only in the Circuit Court of Cole County, Missouri.
(14) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed
according to the laws of the State of Missouri. The Sponsor shall comply with all local,
state and federal laws and regulations relating to the performance of this Agreement.
(15) WORK PRODUCT: All documents, reports, exhibits, etc. produced by the
Sponsor at the direction of the Commission and information supplied by the
Commission shall remain the property of the Commission.
(16) CONFIDENTIALITY: The Sponsor shall not disclose to third parties
confidential factual matters provided by the Commission except as may be required by
statute, ordinance or order of court, or as authorized by the Commission. The Sponsor
shall notify the Commission immediately of any request for such information.
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(17) NONSOLICITATION: The Sponsor warrants that it has not employed or
retained any company or person, other than a bona fide employee working for the
Sponsor, to solicit or secure this Agreement, and that it has not paid or agreed to pay
any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift or any other consideration, contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty,
the Commission shall have the right to annul this Agreement without liability, or in its
discretion, to deduct from this Agreement price or consideration, or otherwise recover,
the full amount of such fee, commission, percentage, brokerage fee, gift or contingent
fee.
(18) DISPUTES: Any disputes that arise under this Agreement shall be
decided by the Commission or its representative.
(19)
INDEMNIFICATION:
(A) To the extent allowed or imposed by law, the Sponsor shall defend,
indemnify and hold harmless the Commission, including its members and department
employees, from any claim or liability whether based on a claim for damages to real or
personal property or to a person for any matter relating to or arising out of the Sponsor's
wrongful or negligent performance of its obligations under this Agreement.
(B) The Sponsor will require any contractor procured by the Sponsor to
work under this Agreement:
(1) To obtain a no cost permit from the Commission's district
engineer prior to working on the Commission's right-of-way, which shall be signed by an
authorized contractor representative (a permit from the Commission's district engineer
will not be required for work outside of the Commission's right-of-way); and
(2) To carry commercial general liability insurance and
commercial automobile liability insurance from a company authorized to issue insurance
in Missouri, and to name the Commission, and the Missouri Department of
Transportation and its employees, as additional named insureds in amounts sufficient to
cover the sovereign immunity limits for Missouri public entities ($500,000 per claimant
and $3,000,000 per occurrence) as calculated by the Missouri Department of Insurance,
Financial Institutions and Professional Registration, and published annually in the
Missouri Register pursuant to Section 537.610, RSMo.
(C) In no event shall the language of this Agreement constitute or be
construed as a waiver or limitation for either party's rights or defenses with regard to
each party's applicable sovereign, governmental, or official immunities and protections
as provided by federal and state constitution or law.
(20) NOTIFICATION OF CHANGE: The Sponsor shall immediately notify the
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Commission of any change in conditions or law which may significantly affect its ability
to perform the project in accordance with the provisions of this Agreement.
(21) AMENDMENTS: Any change in this Agreement, whether by modification
or supplementation, must be accomplished by a formal contract amendment signed and
approved by the duly authorized representatives of the Sponsor and the Commission.
(22) ASSIGNMENT: The Sponsor shall not assign, transfer or delegate any
interest in this Agreement without the prior written consent of the Commission.
(23) BANKRUPTCY: Upon filing for any bankruptcy or insolvency proceeding
by or against the Sponsor, whether voluntarily, or upon the appointment of a receiver,
trustee, or assignee, for the benefit of creditors, the Commission reserves the right and
sole discretion to either cancel this Agreement or affirm this Agreement and hold the
Sponsor responsible for damages.
(24) COMMISSION REPRESENTATIVE: The Commission's assistant chief
engineer is designated as the Commission's representative for the purpose of
administering the provisions of this Agreement. The Commission's representative may
designate by written notice other persons having the authority to act on behalf of the
Commission in furtherance of the performance of this Agreement.
(25) SAFETY INSPECTION: The Sponsor shall eliminate all deficiencies
identified in its most recent safety inspection letter. If immediate elimination is not
feasible, as determined by the Commission, the Sponsor shall provide a satisfactory
plan to eliminate the deficiencies.
(26) AIRPORT USE: The Sponsor agrees to operate the airport for the use
and benefit of the public. The Sponsor further agrees that it will keep the airport open to
all types, kinds, and classes of aeronautical use on fair and reasonable terms without
discrimination between such types, kinds and classes. Any proposal to temporarily
close the airport for non -aeronautical purposes must first be approved by the
Commission. Otherwise, at no time shall the airport be closed to accommodate a non -
aeronautical event or activity.
(27) SAFE OPERATION OF AIRPORT: The Sponsor agrees to operate and
maintain in a safe and serviceable condition the airport and all connected facilities which
are necessary to serve the aeronautical users of the airport other than facilities owned
or controlled by the United States. The Sponsor further agrees that it will not permit any
activity on the airport's grounds that would interfere with its safe use for airport
purposes. Nothing contained in this Agreement shall be construed to require that the
airport be operated for aeronautical uses during temporary periods when snow, ice, or
other climatic conditions interfere with safe operations.
(28) RESPONSIBILITY FOR PROJECT SAFETY: During the full term of the
project, the Sponsor shall be responsible for the installation of any signs, markers, or
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other devices required for the safety of the public. All markers or devices required on
the airport will conform to Federal Aviation Administration (hereinafter, "FAA")
regulations or specifications that may apply. The Sponsor shall issue, through the
applicable FAA Flight Service Station, any and all Notices to Airmen that may be
required.
(29) ENGINEER'S DESIGN REPORT: Prior to development of the plans and
specifications, the Sponsor shall provide an engineer's report setting forth the general
analysis and explanation of reasons for design choices. Said report shall include an
itemized cost estimate, design computations, reasons for selections and modifications,
comparison of alternatives, life cycle cost analysis, geotechnical report and any other
elements that support the engineer's final plans and specifications.
(30) GEOMETRIC DESIGN CRITERIA: The Sponsor shall use the geometric
design criteria promulgated by the FAA in the AC series and in FAA Orders. The
Sponsor may request and receive approval for adaptation of said criteria where the
Commission concurs that such adaptation is appropriate considering safety, economy
and efficiency of operation.
(31) PLANS, SPECIFICATIONS AND ESTIMATES: The plans and
construction specifications for this project shall be those promulgated by the FAA in the
AC series and in FAA Orders.
(A) The plans shall include a safety plan sheet to identify work areas,
haul routes, staging areas, restricted areas, construction phasing, shutdown schedule
etc., and to specify the requirements to ensure safety during construction.
(B) The Sponsor shall submit all plans, specifications and estimates to
the Commission for review and acceptance prior to advertising for bids for construction.
(32) REVIEW OF BIDS AND CONTRACT AWARD: The Commission shall
review all contractors' bids and approve the selection of the apparent successful bidder
prior to the Sponsor awarding the construction contract.
(33) NOTICE TO PROCEED: After the Commission receives copies of the
executed construction contract between the Sponsor and the contractor, the
performance and payment bonds, and any other documentation as required by this
Agreement, the Commission will authorize the Sponsor to issue a notice to proceed with
construction.
(A) The Sponsor shall issue a notice to the contractor within ten (10)
days of authorization by the Commission, unless otherwise approved by the
Commission.
(B) Any construction work performed prior to the Sponsor's issuance of
a Notice to Proceed shall not be eligible for funding participation.
Sot
(34) CONSTRUCTION OBSERVATION/INSPECTION REQUIREMENTS: In
conjunction with submittal of the Notice to Proceed documentation, the Sponsor shall
provide a construction observation/inspection program setting forth a format for
accomplishment of resident observation, construction inspection and overall quality
assurance.
(35) CONSTRUCTION PROGRESS AND INSPECTION REPORTS: The
Sponsor shall provide and maintain adequate, competent and qualified engineering
supervision and construction inspection at the project site during all stages of the work
to ensure that the completed work conforms with the project plans and specifications.
Project oversight by the Commission's project manager or other personnel does not
relieve the Sponsor of this responsibility.
(A) The Sponsor shall require the resident project representative to
keep daily construction records and shall submit to the Commission a Weekly
Construction Progress and Inspection Report (available on MoDOT's aviation section
website), completed by the resident project representative. A weekly summary of tests
completed shall be included.
(B) Prior to final acceptance, the Sponsor shall provide to the
Commission a testing summary report bearing the engineer's seal and including a
certification from the engineer that the completed project is in compliance with the plans
and specifications.
(C) Certification statements from construction contractors must be
provided to ensure all workers, material suppliers, etc. have been paid.
(36) CHANGE ORDERS/SUPPLEMENTAL AGREEMENTS: All change
orders/supplemental agreements must be submitted to the Commission for approval
prior to implementation to ensure funding eligibility. Requests for additional work for
items not included in the original bid must be accompanied by a cost analysis to
substantiate the proposed costs.
(37) RECORD DRAWINGS: The Sponsor shall provide one (1) electronic set
of as -built construction drawings on a compact disc in .pdf format copied to a single file
(each sheet must be sealed, signed, and dated by the engineer) to the Commission
upon project completion. In addition, the Sponsor shall provide six updated Airport
Layout Drawings (ALD's) showing as -built conditions, if required. The Commission will
forward updated ALDs to the FAA central region office.
(38) FILING NOTICE OF LANDING AREA PROPOSAL: When a project
involving changes to the runway will be implemented at an airport, the Sponsor must
submit FAA Form 7480-1 ("Notice of Landing Area Proposal") to the FAA not less than
one hundred twenty (120) days prior to commencement of any construction or
alteration. A copy of the form as filed with the FAA and the FAA airspace determination
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letter must be provided to the Commission. This form must be submitted for any
projects that involve the widening or lengthening of an existing runway or construction of
a new runway.
(39) FILING NOTICE OF PROPOSED CONSTRUCTION OR ALTERATION:
When a development project that does not involve changes to the runway will be
implemented at an airport, the Sponsor must electronically submit FAA form 7460-1
("Notice of Proposed Construction of Alteration") to the FAA not less than one hundred
twenty (120) days prior to commencement of any construction or alteration. Electronic
submittal of FAA form 7460-1 must be submitted for construction of any permanent
structures on the airport, temporary structures over 20 feet in height or use of
construction equipment over 20 feet tall. It is not necessary for routine construction
projects, unless they include above ground installations.
(40) PROMPT PAYMENT: The Commission and the Sponsor require all
contractors to pay all subcontractors and suppliers for satisfactory performance of
services in compliance with Section 34.057 RSMo, Missouri's prompt payment statute.
Pursuant to section 34.057 RSMo, the Commission and the Sponsor also require the
prompt return of all retainage held on all subcontractors after the subcontractors' work is
satisfactorily completed, as determined by the Sponsor and the Commission.
(41) STATE WAGE LAWS: The Sponsor and its subcontractors shall pay the
prevailing hourly rate of wages for each craft or type of worker required to executive this
project work as determined by the Department of Labor and Industrial Relations of
Missouri, and they shall further comply in every respect with the minimum wage laws of
Missouri. The Sponsor shall take those acts which may be required to fully inform itself
of the terms of, and to comply with, any applicable state wage laws.
Remainder of Page Intentionally Left Blank
51
IN WITNESS WHEREOF, the parties have entered into and accepted this
Agreement on the last date written below.
Executed by the Sponsor this O. day of -b-fCCMiXj--- , 20 ZD.
Executed by the Commission this,�OXlay of �� _ __. , 20 G
MISSOURI HIGHWAYS AND
TRANSPORTATION COMMISSION
By:
Title: Chief Engineer
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S retary to the Commission
APPROVED AS TO FORM:
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