HomeMy WebLinkAbout2009-110 - Engineering Services BII.L NO. 2009-110 ORDINANCE NO. 2009-110
AN ORDINANCE APPROVING THE FORM OF, AND AUTHORIZING THE CITY TO
COMPLETE AND EXECUTE, AN AGREEMENT BY AND BETWEEN THE CITY OF
RIVERSIDE, MISSOURI AND HDR ENGINEERING, INC. AND OLSSON ASSOCIATES
FOR CITY ENGINEERING SERVICES
WHEREAS, HDR Engineering, Ina and Olsson Associates are in the business of providing
professional services, including but not limited to engineering services (the "Services"); and
WHEREAS, the City of Riverside, Missouri (the "City") has determined that the City requires the
Services for projects, and that such Services are for a public purpose, and the City desires to retain HDR
Engineering, Inc. and Olsson Associates to provide such Services; and
WHEREAS, the City has negotiated with HDR Engineering, Inc. and Olsson Associates, and the
City and HDR Engineering, Inc. and Olsson Associates have reached agreements (the "Agreements")
concerning the provision of, and payment for, such services.
NOW, THEREFORE, BE IT ORDAINED, by the Board of Aldermen of Riverside, Missouri, as
follows
Section 1. The City of Riverside shall enter into the Agreement, to be substantially in the form
attached hereto as Exhibit A, with HDR Engineering, Inc., whereby HDR Engineering, Inc. will provide
Services specified in the Agreement, and as consideration for such Services the City shall pay fees described
in Exhibit A.
Section 2. The City of Riverside shall enter into the Agreement, to be substanrially in the form
attached hereto as Exhibit B, with Olsson Associates, whereby Olsson Associates will provide Services
specified in the Agreement, and as consideration for such Services the City shall pay fees described in
Exhibit B.
Section 3. The City of Riverside, with Shafer, Kline, & Warren; Cook, Flatt, and Stobel
Engineers; HDR Engineering, Inc. and Olsson Associates, have agreed upon a Memorandum of
Understanding as described in Exhibit C setting forth the understanding of the parties concerning the division
of services under the Agreements.
Section 4. The Mayor and the City Clerk are authorized and directed to execute the
Agreements and Memorandum of Understanding, execution of such documents being conclusive proof of
such approval. The Mayor, City Clerk, and City Administrator are each authorized and directed to perform
all acts and execute any other documents necessary or desirable to effectuate the intent of this Ordinance.
Section 5. This ordinance shall take effect immediately.
Passed this � d y of August, 2009.
� � LK-�('/v� � l �'�CJ
� .� Mayo Kathleen L. Rose
ATTEST
City Clerk
OLSSON ASSOCIATES KC 2009 Rate Schedule
Cateaorv Descriution
Billina Rate
101 Team Leader 173.00
102 Group Leader 151.00
103 Client Manager 150.00
104 Senior Engineer 155.00
105 Senior Project Engineer 140.00
106 Project Engineer 121.00
107 Associate Engineer 95.00
108 Assistant Engineer 82.00
109 Student Engineer 52.00
125 SeniorLandscape Architect 128.00
126 Senior Project Landscape Architect 111.00
128 ProjectLandscape Architect 97.00
129 Associate Landscape Architect 77.00
130 Assistant Landscape Architect 62.00
175 Senior Scientist 134.00
176 Senior Project Scientist 112.00
177 Project Scientist 93.00
178 Associate Scientist 78.00
179 Assistant Scientist 65.00
200 Senior Surveyor 99.00
Zo� s�Neyor a�.00
202 Associate Surveyor 64.00
203 Assistant Surveyor 49.00
225 Technical Manager 114.D0
226 Design Associate 98.00
227 Design Technician 79.00
228 SeniorTechnician 70.00
229 Associate Technician 59.00
230 Assistant Technician 48.00
231 Student Technician - Level 1 40.00
232 Student Technician - Levei 2 52.00
233 Student Technician - Level 3 61.00
260 Senior Construction Services 143.00
261 Senior Project Construction 124.00
262 Project Construction Services 108.00
263 Associate Construction Services 93.00
264 Assistant Construction Services 79.00
561 T2 Drilling Crew 145.00
27 Business DevelopmentLeader 150.00
31 Facilitation Specialist 125.00
32 Administrative Area Leader 132.00
33 Administrative Manager 95.00
34 Administrative Specialist 107.00
35 Administrative Supervisor 87.00
36 Administrative Coordinator 68.00
37 Administrative Assistant 56.00
38 Secretarial 56.00
70 CAD Manager 107.00
77 Web Developer 92.00
81 Community Consultant 90.00
GENERAL PROVISIONS
award of more than one prime contrad for the Project, services
These General Provisions are attached to and made a part of a necessary due to the construdion coMrad containing cost plus
MASTER AGREEMENT, dated ��- `1 �'� , 2009 or incentive-savings provisions, services necessary in order to
between City of Riverside, Missouri ( lient") and O�sson arrange for performance by persons other than the prime
Associates ('Olsson") for professional services in connection contrador and those services necessary to administer ClienYs
with On-Call Engineering Services (hereinafter called the conhad(s).
"ProjecY).
22.9 Services in connection with staking out the work of
SECTION 7—OLSSON's BASIC SERVICES Contractor(s).
See Master Agreement attached. 22.10 Services during out-of-town trevel other than visits to
the sde.
SECTION 2—ADDITIONAL SERVICES OF OLSSON
2.2.11 Preparetion of operating and maintenance manuals to
2.1 Unless otherwise expressly included, Olsson's normal supplement Basic Services.
and customary engineering services described here or in the
LETTER AGREEMENT do not include the following categories 2.2.12 Services to redesign some or ali of the Project.
of work which shall be refened to as Add'Rional Services.
2.2.13 Preparing to serve ar serving as a consuttar�t or
22. If Client and Olsson mutually agree to perform any of witness or assisting Client with any litigation, arbitration or
the following Additional Services, Client will provide written other legal or administrative proceeding except where required
approval of the agreed upon scope of services, and Olsson as part of Basic Services.
shall perfortn or obtain from others such services and will be
paid therefore as provided in the LETTER AGREEMENT. 2.3 When required by the Agreement or Contrad
EITHER CLIENT or Olsson may elect not to pertorm all or any Documents in circumstances beyond Olsson's control, Olsson
of the following AddRional Services without cause or shali perfortn or obtain from others any of the foilowing
explanation: Additional Services as circumstances require during
construction and v�ithout waRing for specific instrudions from
2.2.1 Preparation of applications and supporting documents Client, and Olsson will be paid therefore as provided in the
for governmental financial support of the Project in addition to Letter Agreement:
those required under Basic Services; preparation or review of
environmental studies and related services; and assistance in 2.3.1 Services in connection with work directive changes
obtaining environmental approvals. and change orders to reflect the changes requested by Client if
the resulting change in compensation for Basic Services is not
2.22 Services to make measured drewings of or to commensurate with the additional services rendered.
investigate e�risting conditions of facilities.
2.32 Services in making revisions to Drawings and
2.2.3 Services resufting from significant changes in the Specifications occasioned by the acceptance of substitutions
general scope, extent or character of the Project or major proposed by Contractor(s); services after the award of each
changes in documentation previously accepted by Ciient where contract in evaluating and determining the acceptability of an
changes are due to causes beyond Olsson's control. unreasonable or excessive number of substihrtions proposed
by Cor�trador; and evaluating an unreasonable or e�Rensive
2.2.4 Providing renderings or models. number of claims submitted by Contrador(s) or others in
connection with the work
2.2.5 Preparing documents for alternate bids requested by
Client for woric which is not executed or for out-of-sequence 2.3.3 Services resufting from significant delays, changes or
work. price increases occurring as a direct or indired result of
material, equipment or energy shortages.
2.2.6 Detailed consideration of operations, maintenance
and overhead expenses; value engineering and the 2.3.4 Add'Rional or extended services dunng construction
preparation of rate schedules, earnings and expense made necessary by (1) work damage by fire or other causes
statements, cash flow and economic evaluations, feasibility during conshuction, (2) a significant amount of defective,
studies, appraisals and valuations. inefficient or neglected work by any Contractor, (3)
accelerafion of the progress schedule involving services
22.7 Furnishing the services of independent professional beyond normal working hours, (4) default by any Contractor.
associates or consuBants for work other than Basic Services.
2.2.8 If Olsson's compensation for Basic Services is not on
the basis of Direct Labor or Salary Costs, Additional Services
shall include services necessary due to the ClienYs
Dene 1 ni S
SECTION 3—CLIENT'S RESPONSIBILITIES
3.4.5 Furnish approvals and permits from all governmentai
3.1. Client shall provide ali criteria and full information as authorities having jurisdiction over the Project.
to ClienYs requirements for the Project; designate and identify
in writing a person to act with authority on ClienYs behalf in 3.4.6 If more than one prime contrador is to be awarded
respect of all aspects of the Project; examine and respond the contract for construction, designate a party to have
promptly to Olsson's submissions; and give prompt written responsibility and authority for coordinating the activities of the
nofice to Olsson whenever Ctient observes or otherwise various prime contractors.
becomes aware of any defect in the Olsson's service.
3.5 Client shall pay all costs incident to obtaining bids or
3.2 Client agrees to pay Olsson the amounts due for proposals from Contractor(s).
services rendered and expenses within thirty (30) days after
Olsson has provided its invoice for such services. In the eveM 3.6 Client shall pay all permit application review costs for
Client disputes any invoice item, Client shall give Olsson written government authorities having jurisdiction overthe Project.
notice of such disputed 'Rem within fifteen (15) days after receipt
of such invoice and shall pay to Olsson the undisputed portion of 3.7 Contemporaneously with the execution of the
the invoice according to the provisions hereof. If Client fails to LETTER AGREEMENT, Client shall designate in writing an
pay any invoiced amounts when due, interest will accrue on individual to act as its duly authorized Project representative.
each unpaid amount at the rate of thirteen percent (13%) per
annum from the date due untii paid according to the provisions SECTION 4—MEANING OF TERMS
of this Master Agreement. Interest shall not be charged on any
disputed invoice item which is finally resoNed in ClienYs favor. 4.1 As used herein, the term "this AgreemenY' refers to
Payment of interest shall not excuse or cure any default or delay these General Provisions, the LEl"TER AGREEMENT to which
in payment of amounts due. these General Provisions refer, and any other exhibds or
attachments made a part thereof as if they were part of one
3.2.1 If Client fails to make any payment due Olsson for and the same document.
services and expenses within thirty (30) days after receipt of
Olsson's statement therefore, Olsson may, after giving seven 4.2 The "construction cosY of the entire Project (herein
days' written notice to Client, suspend services to Client under referred to as "Construction CosY') means the total cast to
this Agreement untii Olsson nas been paid in full all amounts Client of those portions of the entire Project designed and
due for services, expenses and charges. specified by Olsson, but ft will not include Olsson's
compensation and expenses, the cost of land, rights-of-way, or
3.3 Payments to Olsson shall not be withheld, postponed compensation for or damages to, properties unless this
or made contingent on the construction, completion or success Agreement so specifies, nor will it include ClienYs Iegal,
of the Project or upon receipt by the Client of offsetting accounting, insurance counseling or auditing services, or
reimbursements or credit from other parties who may have interest and financing charges incurred in connection with the
caused Additionai Services or expenses. No withholdings, Project or the cost of other services to be provided by others to
deductions or offsets shall be made from Olsson's Client pursuaM to Section 3.
compensation for any reason unless Olsson has been found to
be legally liable for such amounts. 4.3 The "Salary Costs": Used as a basis for payment
mean salaries and wages (basic and incentive) paid to all
3.4 Client shall also do the following and pay all costs Olsson's personnel engaged directly on the Project, including,
incident thereto: but not limited to, engineers, architects, surveyors, designers,
draftsmen, specification writers, estimators, othertechnical and
3.4.1 Furnish to Olsson any borings, probings and business personnel; plus the cost of customary and statutory
subsurface explorations, hydrographic surveys, laboratory benefits, including, but not limited to, social security
tests and inspections of samples, materials and equipment; contributions, unemployment, excise and payroll taxes,
appropriate professional interpretations of ail of the foregoing; workers' compensation, heatth and retirement benefits, sick
environmental assessmertt and impact statements; property, leave, vacation and holiday pay and other group benefits.
boundary, easement, right-of-way, topogrephic and utilily
surveys; property descriptions; zoning and deed restrictions; all 4.4 "Reimbursable Expenses: The expenses incurred by
of which Olsson may rely upon in performing services Olsson or Olsson's independent professional associates or
hereunder. consultants directly or indirectly in connection with the Project,
and shall be included in periodic billing as applicable as
3.4.2 Guarantee access to and make all provisions for follows:
Olsson to enter upon public and private property.
Classification Costs
3.4.3 Provide such legal, accounting, independent cost Automobiles $0.55/mile"
estimating and insurance counseling services as may be Suburbans and Pick-Ups $0.68/mile'
required for the Project, any auditing service required in Duplication
respect of Contractor(s)' applications for payment, and any In-house - Actual Cost
inspection services to determine if Conhactor(s) are pertorming Outside Actual Cost+�0%
the work legally.
3.4.4 Provide engineering surveys to establish reference
points for construction.
Page 2 of 5
Classification Costs Olsson makes no warrenty of the accurecy or completeness of
Meals Actual Cost the drawings.
Postage 8 Shipping
Charges for Project SECTION �TERMINATION
Related Materials Actual Cost
Film and Photo 5.1 Either party may terminate this Agreement for cause
Developing Actual Cost+10�o upon giving the other party not less than seven (7) calendar
Telephone and days' written notice of defauft for any of the foliowing reasons
Fax Transmissions Actual Cost+�0% provided, however, that the notified party shall have the same
Miscelianeous Materials seven (7) calendar day period in which to cure the defautt:
8 Supplies Applicable
onlytothis Project Adual Cost+1D% 5.1.1 Substantial failure by the other party to pertorm in
Subconsultants Adual Cost+�p% accordance with the terms of this Agreement and through no
fault of the terminating party;
' IRS Standard Mileage Rate (Subjectto Change)
5.1.2 Assignment of this Agreement or transfer of the
4.5 "Certify" or °a Certification°: A statement of Olsson's Project by either party to any other entity without the prior
opinion, based on its observation of conditions, to the best of written consent of the other party;
Olsson's professional knowledge, information and belief. Such
statement of opinion does not constRute a warranty, either 5.1.3 Suspension of the Project or Olsson's services by the
express or implied. It is understood that Olsson's certification Client for more than ninety (90) calendar days, consecutive or
shall not relieve the Client or the ClienYs contractors of any in the aggregate;
responsibility or obligation they may have by industry custom
or under any contract. 5.1.4 Material changes in the conditions under which this
Agreement was entered into, the Scope of Services or the
4.6 "Cost Estimate": An opinion of probable construcGon nature of the Project, and the failure of the parties to reach
cost made by Olsson. In providing opinions of probable agreement on the compensation and schedule adjustments
construction cost, it is recognized that neither the Client nor necessitated by such changes.
Olsson has control over the costs of labor, equipment or
materials, or over the Contractors methods of determining 5.2 In the event of a"for cause" termination of this
prices or bidding. The opinion of probable construdion costs is Agreement by either paRy, the Client shall within fifteen (15)
based on Olsson's reasonable professional judgment and calendar days of termination pay Olsson for all services
experience and does not constitute a warranty, express or rendered and all reimbursable costs incurred by Olsson up to
implied, that the Contractors bids or the negotiated price of the the date of termination, in accordance with the payment
work on the project wili not vary from the ClienYs budget or provisions ofthis Agreement.
from any opinion of probable cost prepared by Olsson.
5.3 The Client may terminate this Agreement for the
4.7 "Day": A calendar day of 24 hours. The term "days" ClienYs convenience and without cause upon giving Olsson not
shall mean consecutive calendar days of 24 hours each, or less than seven (7) calendar days' written notice. in the event
fredion thereof. of any termination that is not the fauR of Olsson, the Client
shall pay Olsson, in addition to payment for services rendered
4.8 'InspecY or "Inspection": The visual observation of and reimbursable costs incurred, for all ezpenses reasonably
the Contractor's completed work to permit Olsson, as an incuRed by Olsson in connection with the orderly tertnination of
experienced and qualified professional, to determine that the this Agreement, including but not limited to demobilization,
inspected work, generaily conforms to the Contract reassignment of personnel, associated overhead costs, any
Documents. Client understands and agrees that such visual fees, costs or expenses incurred by Olsson in preparing or
observations are discrete sampling procedures and that such negotiating any proposals submitted to Client for Olsson's
procedures indicate conditions that exist oniy at the locffiions Basic or AddRional Services under this Agreement and all
and times the observations were pertormed. In making such other expenses directly resulting from the termination and a
visual observations, Olsson makes no guarantees for, and reasonable profit of not less than 10% of Olsson's adual costs
shall have no authority or control over, the Contradors incurred.
pertormance or the Contractors failure to pertorm any work in
accordance with the Contract Documents. Olsson shall have SECTION 6—DISPUTE RESOLUTION
no responsibility for the means, methods, techniq�es,
sequences or procedures selected by the Contractor or for the 6.7. Mediation
Contractor's safety precautions and programs nor for faiiure by
the Contractor to comply with any laws or regulations relating 6.1.7 All questions in dispute under this Agreement shall be
to the performance or fumishing of any work by the Contrador. submitted to mediation. On the written notice of either party to
the other of the election to submit any dispute under this
4.9 "Record Documents": Drawings prepared by Olsson Agreement to mediation, each party shall designate their
upon the completion of construdion based upon the drawings representatives and shall meet within ten (10) days after the
and other data fumished to Olsson by the Contractor and service of the notice. The paRies themselves shall then
others showing significant changes in the work on the project attempt to resolve the dispute within ten (10) days of ineeting.
made during construction. Because Record Documents are
prepared based on unverified information provided by others,
Page 3 of 5
6.12 Should the parties themselves be unable to agree on such documents are not intended or represented to be suitable
a resolution of the dispute, then the parties shall appoint a third for reuse by Client or others on extensions of the Project or on
party who shall be a competent and impartial party and who any other project. Any reuse without written verification or
shall be acceptable to each party, to mediate the dispute. Any adaptation by Olsson for the specific purpose intended will be
third party mediator shall be qualified to evaluate the at ClienYs sole risk and without Iia6iiity or Iegal exposure to
performance of both of the parties, and shall be familiar with Olsson, or to Olsson's independent professional associates or
the design and construction progress. The third party shall consultants, and Client shall indemnify and hold harmless
meet to hear the dispute within ten (10) days of their selection Olsson and Olsson's independent professional associates and
and shall attempt to resolve the dispute wdhin fifteen (15) days consultants from all claims, damages, losses and expenses
offirst meeting. including attorneys' fees arising out of or resulting therefrom.
Any such verification or adaptation will entitle Olsson to further
6.1.3 Each party shall pay the fees and expenses of the compensation at rates to be agreed upon by Client and
third party mediator and such costs shall be borne equally by Olsson.
both parties.
7.2 Electronic Files
6.2 Arbitration or Litigation
By accepting and utilizing any electronic file of any drawing,
6.2.1 Olsson and Client agree that from time to time, there report or data transmitted by Oisson, the Client agrees for
may be conflicts, disputes and/or disagreements beiween itself, its successors, assigns, insurers and all those claiming
them, arising out of or relating to the services of Olsson, the under or through it, that by using any of the iniormation
Project or this Agreement (hereinafter collectively referred to contained in the attached electronic file, ail users agree to be
as "Disputes°) which may not be resolved through mediation. bound by the following terms. All of the information contained
Therefore, Olsson and Client agree that all Disputes, arising in any electronic file is the work product and inshument of
out of this Agreement or related to the services provided under service of Olssan, who shall be deemed the author, and shall
this Agreement shall be resolved by binding arbitration or retain all common law, statutory law and other rights, including
Iftigation at the sole discretion and choice of Olsson. If Olsson copyrights, unless the same have previously been transferred
chaoses arbitration, the arbitration proceeding shall proceed in in writing to the Client. The information contained in any
accordance wfth the Construction Industry Arbitretion Rules of electronic file is provided for the convenience to the Client and
the AAA.
is provided in "as is" condition. The Client is aware that
62.2 Client hereby agrees that Olsson shali have the right differences may exist between the electronic files transferred
to include Client, by consolidation, joinder or other manner, in and the printed hard-copy original signed and stamped
any arbitration or litigation involving Olsson and a drawings or repoRs. In the event of a conflid between the
subconsultant or subcontractor of Olsson or Olsson and any signed original documents prepared by Olsson and the
other person or entity, regardless of who originally initiated electronic files, which may be trensferred, the signed and
such proceedings. sealed original documents shall govern. Olsson specifically
disciaims all warranties, expressed or implied, inciuding
6.2.3 If Olsson chooses arbitration or litigation, either may `�'�thout limitation, and any warranty of inerchantability or
be commenced at any time prior to or after completion of the fitness for a particular purpose with respect to any electronic
Project, provided that if arbitration or litigation is commenced files. It shall be CfienYs responsibility to confirm the accuracy
prior to the completion of the Project, the obligations of the of the information coritained in the electronic file and that it
parties under the terms of this Agreement shall not be altered accurately reflects the infortnation needed by the Client. Client
by reason of the arbifration or litigation being conducted. Any shall not retransmit any electronic files, or any portion thereof,
arbitration hearings or litigation shall take place in the County without including this disclaimer as part of any such
and State of the project location, or in the State of Olsson's transmissions. In addition, Client agrees, to the fullest extent
home office, Nebraska. permitted by law, to indemnify and hold harmless Olsson, ds
officers, directors, employees and sub consuRants against any
62.4 The prevaiiing party in any arbitration or litigation and all damages, liabilities, claims or costs, including
relating to any Dispute shali be entitied to recover from the reasonable attomey's and expert witness fees and defense
other party those reasonable attorney fees, costs and costs, arising from any changes made by anyone otherthan
expenses incurred by the prevailing party in connection with Olsson or from any reuse of the electronic files without the
the Dispute. prior written consent of O�sson.
SECTION 7—MISCELLANEOUS 7•3 Opinions of Cost
7.1 Reuse of Documents Since Olsson has no control over the cost of labor, materials,
equipment or services furnished by others, or over the
All documents, including Drawings and Specifications prepared Contractor(s)' methods of determining prices, or over
or furnished by Olsson (and Olsson's independent professional competitive bidding or market conditions, Olsson's opinions of
associates and consultants) pursuant to this Agreement, are probable Total Project Costs and Construction Cost provided
instruments of service in respect of the Project and Olsson for herein are to be made on the basis of Olsson's experience
shall retain an ownership and property interest therein whether and qualifications and represent Olsson's best judgment as an
or not the Project is completed. Client may make and retain experienced and qualified professional engineer, familiar with
copies for infortnation and reference in connection with the use the construdion industry; but Olsson cannot and does not
and occupancy of the Project by Client and others; however, 9uarantee that proposals, bids or actual Total Projed or
Construction Costs will not vary from opinions of probable cost
Page 4 of 5
prepared by Olsson. If prior to the Bidding or Negotiating 7.7 Indemnity
Phase Client wishes greater assurance as to Total Project or
Construdion Costs, Client shall employ an independent cost Olsson and the Client mutualiy agree, to the fullest extent
estimator as provided in paragraph 3.4.3. Olsson's services to pertnitted by law, to indemnify and hold each other harmless
modiTy the Contract Documents to bring the Construdion Cost from any and ali damages, Iiabilities or costs, including
within any Iimitation established by Client will be considered reasonable attorneys' fees and defense costs, relating to
Additional Services and paid for as such by Client. personal injury or property damage and arising from their own
negligent acts, errors or omissions in the performance of their
7.4 Controliing Law and Venue services under this Agreement, but only to the extent that each
party is responsible for such damages, liabilities or costs on a
7.4.1 The parties agree that this Agreement and any legal comparetive basis of fault.
actions concerning its validity, interpretation or pertormance
shall be govemed by the laws of the State of Nebraska or the 7.6 Limitation on Damages
State of the project locale. It is further agreed that any legal
action between the parties arising out of this Agreement or the 7.8.1 Notwithstanding any other provision of this
performance of services shall be brought in a court of Agreement, and to the fullest extent permitted by law, neither
competent jurisdiction in Nebraska or the project State locale. the Client nor Olsson, their respective officers, directors,
parfiers, employees, contrectors or subconsuRants shall be
7.5 Subconsuka�s liable to the other or shall make any claim for any delay
damages, any punitive damages or any incidental, indirect or
Olsson may utilize as necessary in its discretion consequential damages arising out of or connected in any way
Subconsultants and other subcontractors. Olsson will be paid to the Project or to this AGREEMENT. This mutual waiver of
for all services rendered by its subconsultants and other delay damages and consequential damages shall include, but
subconsuttants as set forth in this Agreement. is not limited to, disruptions, acceleratians, inefficiencies,
increased construction costs, increased home office overhead,
7.6 Assignment loss of use, loss of prafd, loss of business, lass of income, loss
of reputation or any other delay or consequential damages that
7.6.1 Client and Olsson each is hereby bound and the either party may have incurred from any cause of adion
partners, successors, executors, administrators and legal including negligence, strict liability, breach of contract and
representatives of Ciient and Olsson (and to the extent breach of strid or implied warranty. Both the Client and
permitted by paragraph 7.6.2 the assigns of Client and Olsson) Olsson shali require similar waivers of consequentiai damages
are hereby bound to the other party to this Agreement and to protecting all the entities or persons named herein in all
the paRners, successors, executors, administrators and legal contrads and subcontracts wdh others involved in this Project.
representatives (and said assigns) of such other party, in
respect of all covenants, agreements and obiigations of this 7.8.2 Noiwithstanding any other provision of this
Agreement. Agreement, Client agrees that, to the fullest extent pertnitted
by law, Olsson's total liability to the Client for any and all
7.6.2. Neither Client nor Oisson sha�l assign, sublet or injuries, claims, losses, expenses, damages, or claims
transfer any rights under or iMerest in (including, but without expenses of any kind arising from any services provided by or
limitation, moneys that may become due or moneys that are through Olsson under this Agreement, shall not exceed
due) this Agreement without the written consent of the other, $2,600,000.00. Client acknowledges that such causes include,
except to the eutent that any assignment, subletting or transfer but are not limded to, Olsson's negligence, errors, omissions,
is mandated by law or the effect of this limitation may be strict liability, breach of contrad or breach ofwarrenty.
restrided by law. Unless specificaliy stated to the contrary in � g Entire Agreement
any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or This Agreement supersedes all prior communications,
responsibility under this Agreement. Nothing coMained in this understandi�gs and agreements, whether orel or written.
paragraph shall prevent Olsson from employing such qmendments to this Agreement must be in writing and signed
subconsuttants and other subcontractors as Olsson may deem bythe Client and Olsson.
appropriate to assist in the pertormance of services under this
Agreement.
7.6.3 Nothing under this Agreement shall be construed to
give any rights or benefits in this Agreement to anyone other
than Client and Olsson, and all duties and responsibifities
undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of Client and Olsson and not for the benefit of
any other party. There are no third-party beneficiaries of this
Agreement.
Page 5 of 5
I� � Archer :
7uly 30, 2009
Mr. David Blackburn
City Adminish•ator
City of Riverside
2950 NW Vivion Road
Riverside, Missouri 64150
Re: Agreement for On-Cat] Engineering/Consulting Services .
Dear.Mr. Blackburn: -
Thank you for considering HDR Engineering Inc. (HDR) to provide on-cal( engineering
services for the City of River§ide, as indicated herein. A detailed description of our proposed .
services is detailed in the attacfied Basie Sen�ices Swnmuy.
Our compensation for completing thesereices listed in the Basie Setvices Summary wilt accrue
on. an hourly basis, in accoi�dance with our Hourly Rate Schedule, which is attached heteto, or
the one in effect at.the time the services are performed. Reimbursable expenses (out-of-pocket
expenses such as printing, vehicle mileage, deli��eiy charges, filing £ees, or application fees,
etc.) will be invoiced at actual cost, pl.us ten pereent (10%) fo coder administrative overhead.
Total compensation, including reimbUrsable expenses, will not exceed the amount. indicated for
each Task Order tivithout prior t�2•itten consent.
We eXpect to begin our ser�rices promptly,: after i�eceipt of your acceptance of tliis proposal, and
coniplete.our work, wiih all due diligence and 3n a timely mannez•. If there are proh•acted
dela}�s; for any t•eason,. we will notify you immediately. The' City of Riverside agrees to
provide all necessary information for the performance of our serviees within a reasonable time
after it �s i`equested,and that HbR will be given timely aecess to tlie project site, as necessa�•y,
to compiete the proposed professional services:
� - HDR_Eneineerinp,lnc.� � : � �.� � � . � I 3741NETmonDrive � I Phone(816�554�3019 .
� . N:1RivcRide,M00irCallEngS<rviccs@OD967300nCa11Conlnctdocg ' Lee'SSUrt1111i1Id064064 � FaX:�816�534JC67 '
�wnx,hdnnc.com
The folloi�ring indi��iduals are designated as primaiy project representatives for HDR and the
Citq of Riverside. These individual's shall be the primaiy.point oY coritact and shall receive all .
coirespondence or iiotices,
HDR Engineering Tnc. '
Aaz•oii J. Bresette, P.E.
3741 NE Troon Drive
Lee's Swnmit, IvIO 64064
Phone:(816)347-1120 Fax: (816)554-3061
City of Riverside '
Mr. Davjd Blackburn
2950 NW Vinion Road
Riverside, Missouri 64150
Phorte:(816)7�}1-3993 Fax:(816)746-8349
This letter agreement, along with the attached Basic Services Summary, Hourly Rate Schedule
and Terms and Condirions (2 pages), represenf the entire understanding between us in respect
to this project. The Terms u�d Conditions detail many provisions affecting tl�is agreement,
including some which limit HDR's liability regarding the project. The Terms azid Conditions
should be read and understood .before entering into this agreement. If these documents
satisfactorily set forth your understanding of our agreement, please sign the enclosed copy of
this letter agreement in the space provided below and return it to us. This proposal is open for
acceptance for a period of 60 days from the transmittal date.
ZVe appreciate this opportunity to provide you this proposal foi• our sei look forward
to working with you. If questions should arise after ��ou review this proposal, please call me at '
the number listed above.
HDR ENGINF,E1itING INC. . CITY O RIVERSIDE, fv1ISSOURI
� ; � /
$�,. ;G�� � � B
Stan Chi•istopher, Sr. Vice President Kathy Rose; yor
Accepted this �day of ���,�
• 2009..
Approaed as to Form:
: John ��J. McClelland, Cit}� Attorney
' HOREngineering,lnc ' ' � -
1�:'Ri�er>idqMOOn-Call£ngSeniecsl?009073UOnCellCOntrect.docx . ' � �
BASIC SERVICES SUM.I�IARP
Attached to and made a pai�t of Letter Agreement, dated �� y� 2009, by and between the
City of Riverside aud HDR Engineeruig Iiic.; m respect to proinde on-cali full services for the
City of Riverside,. as indicated herein.
SCOPE dF BASIC Sr12VICES
For the compensation outlined in the Letter of Agreement HDR will perform the foliov�7ng
professional services, identified by individual task(s). Services nof detailed within the Scope of
Basic Services by iudividual tasks maybe undertaken ttu•ougli the preparation and approva! of
a Professional Seivices Task Order (form attached) as described iri Additiona] Services.
1. HDR agrees to designate one person fi•om its staffto serve as the primary
contact representative to,the City. 17ie selection of this individual and his
continuing service as the consulting representative shall be subject to the
approval of the City.
2. The consulting representatiJe shall be availaUle to the City for counseling or
otherinputregarding engineering,landscape architecture, planning,surveying
and consttucfion concerns during regular work hours. It is understood by all
parties that the nature of these consultations are to be such that opnuons can be
rendered during flie course of the telephoue conversation or with not more than
a minunal amount of research.
3. The consulting representative shall attend Planning and 'Zoning Commission
tneetings, Board of Aldermen meetings and other meetings when requested,.tq
counsel or report to the City on any engineering, landscape arcfiitecture,
planning, surveying, construcUon or other projects oi concerns which ha've been
brought to the attention of the Engineer by the City.
4. �The Engineei/Consultant shall assist the City, as requested, in its genetal
consideration of budget items or expenditures relating directly to said
engineering concerns.
5. The entire enguieering, landscape arcl�itecture, plamiing, surveying and
construction capabilities of the Engineer/Consultant shall be available to tlie .
City tku•ough the consulting representati�re. The Engineer/Consultant has. the
capability to provide and shall provide npon request by the City such services as
development of involved estimates of cost for engineering projects that the City
contemplates uiidertaking.
� 6.. The Engineer/Consultant shall provide, upon request such other services as
surve}�s,.map preparation, grant application prepai�afion, construction inspection, ..
draRing, budget assistance, mechanical or electrical engineering, or plan.review
for subdivisions and constiuction projects, In his c•eview of plats or plans,
public �vorks impro��ements or othersizable projects, the Engineer/Consultant
shall be allowed a minimum of five (5) working days to repox•t to tlie City, and
shall make his report within the assigned period:
HDR Engineering; Inc. � � .
I.SRi�eroidqMOOmCallEngServic<sU.009D7700nCa11Conlroctdacx � _ . ,
7. The Engineer/Consi�ltant shall also identify and evaluate technical sernices
�ti•hich are Ueyond the technical capabilities of the Engineer/Cousultaut, i.e.,
biology, archaeology, architecture, geology, ceitain laborafory fmicfions, and
subsurface exploratioit. The Engineer/Consultant shall assist the •City in
contracting for these sen�ices for which the City shall pay the contractar
directl.y. The Engineer/Consultant sha(I Uill the City only for services requested
and rendered in identifying, evaluafing and contracting for these services.
8. The City shall provide to the En�ineer/Consultanf all property surveys,
subdivision plats, plans and specifications for previous improvements and any
other pertinent documents which are readily available in City offices and which
are needed by the Engineer/Consultant to complefe any assigned consulting
serviceS.
9. The City shall schedule the appropriate time for the consulting representative to
be present at meetings.
10. The City shall allow the Engineer/Consultant a minimum of five (5) working
days for sfatutory review of public works improvements, p]ats nnd plans, and
standard projects. If a longer period is required, the City shall work with the
Engineer/Consultant to set a reasonable length of time in which to complete his _
report.
ADDITIONAL S�RVICES
If agreed to by the Client and HDR, we will provide Additional Seivices, as requested by the
Client. Additional Services are those not included as part of the Basic Scope of Services and
shall be paid for by the Client in addition to payment for Basic Services, in accordance with
HbR's prevvling fee schedule, in effect at the time that such services are rendered, or as
otherwise agreed to by the Client and HDR. The additional services shall be prepared in
snbsequent Professional Seivices Task Order(s) and describe the proposed.scope of work,
schedule and fees.
HDR Engineedng, lnc. . � � � �
. N9RivenidqidOOo-CaIIFng52rvices�3009 07 30 0nCeIlContncl.dacx � . �
FEE SCH�DULE 2009
C(TY OF RfVERSIDE, MISSOURI
ON-GALL ENGIN�ERING/CONSULTING SER�/ICES
Hourly Rafe Schedule
Project Principal ....:........::.....:.:.:....:...:.................:...:...:............... $200.00 - $210.00
Senior Project Manager...: ..::.:..:.........:...........:....... .......... $190.00 - $200.00
Project Manager ........:..........:............�.:.......................,................ $145.00 - $190.00 .
Senio� Project Engineer ..:........:..::......::.......................:................ $145:00 - $180.00
Project Engineer .:........:.:..........:...... ............ $105.00 - $145.00
Senior Architect .......:................::............................:.....:......:........ $145.00 - $19b.00
Ar chitect ...:........:..............:...:..............................:...........:...:........ $105i00 - $145.00
Senior Structuraf Engineer .....:.......:............:............,................... $145.00 - $190.00
Structural Engineer .....:....:.............::................:............................ $105.00. - $14�.00
_ Senior Electrical Engineer ..:.......:......:....:......................................$145.00 - $190.00 '
Electrical Engineer ..................................:..................................:.. $105.00 - $145.00
Senior Mechanical Engineer ........:..........................................:..... $145.00 - $190.00
Mechanical Engineer ...........:..............:...............:..............:.......:...$105.00 - $145.00
Senior Envfronmental Scientist ...........:............:.........:..:....:.......:.. $145.Q0 - $190.00
Environmental Scientist .................:..:...................:.........................$95.00 - $945.00
ProfessionaP Land Surveyor .................:..............:.......................: $105.00 - $145.00
2-Man Survey Crew ........:...:.............................:.:......................... $150.00 - $165.00
GIS Technician .:.........................:.,......:.............,.....,.........:............ $70.00 - $115:00 `
Senior Technician ...................:...........:........:.........:.....:..:..:..:...:..... $88.00 - $115.00
Technician ....................:..................,.,...........:.....::.....:.....:............... $60:00 - $88.00 . . .
. Clerical ........:.....................:............. `................:............:,.:........:...... $45.00 - $75.00
_ Reimbursables
Copies 8.5 x 11 B/W .........:...........:.............'.:.....:.........,..,......:..:.....:................. $0:08
Copies 8:5 x 11 Color ........:.......:.:...........................................................,......... $0.68
Copies 11 x.17 B/1N ...................:..............:.......:....:...........::.............:................ $0.16
Copies 11 x 17 Color ..:..........:...:.....:......:. ....:. $1.36 .
Computerltechnology ......:...................:..:.........:......::.....:..................$3.70 per Houf
Travel......................:.............:...............:............:..:....:.......................$0.550 per mile
. � . . . . . . 1 of 1� .. . .. . .' ,
N:\Riverside, MO On-Call Eng Services�2009 Riverside Fee Schedule.doc . . � �� � �
HDR Engineering, Inc.
Terms and Conditions for Professional Services
�. STANDARD OF PERFORMANCE Specificatians, or Standard Bidding Documents which are lo be
The slantlaftl ot Care for all professional engineering, consulting and incorporated inlo the project.
related seivices peAOrtned or Wrnishetl by ENGINEER and its �
employees underthisqqreementwili be the care and skill ortlinarily OWNER will furntsh lhe services of soils/geoMchnicel engineers or
used by members of ENGINEER's profession pradicing unQer lhe olher consulfants that include repoAs and appropnate profeasional
seme or similar circumstences al the same lime and in Ihe same recammendations when such services ere deemed necessary by
locality. ENGINEER makes no warranlies, express or implied, under ENGINEER. The OWNER agrees to 6earfull responsibility for lhe
Ihis qgreement or otherveise, In connection with ENGINEER's technical accurecy and content af OWNER-furnishetl documents antl
serricas. seMces.
2. INSURANCE � In perfortning pro(essional engineering and related services he2under,
ENGINEER agrees lo procure and maintain, at its expense, Workers' il is understood by OWNER that ENGINEER Is not eng�qed in
CompensaGon insurance as required by statule; Emplo}refs Liablity of rendering any type ot legal, insurance or accounting services, opinions
$250,000; Atrtomobile Liebiliry Insurance of §1,000,000 comhined of advice. Furfher, il is lhe OWNER's sole responsibility to obtain the
single limit for bodiy injury and properly damage cwering all vehicles, advfce of an etlorney, insurance counselor oraccountant to prafect the
including hired vehicles, ovmed and non-owned vehicles; Commercial OWNER's legal and financial inlerests. To ihat end, tha OWNER
General Liabnity insurance of $1,000,000 combined single limil for agrees that OWNER or lha ONINER's representativa will examine all
personai inJury and property damega; and Professional Liability studies, reporis, skelchea, drawings, specifcafions, proposals and
insurance of §1,000,000 par claim for proteclion against claims otherdocumenls, opinions or advice prepared or provided by
arising out of the peAormance of services under lhis Agreement ENGINEER, and will oblain the advice of an attorney, insurance
caused by negtigenl ects, errors, or omissions for which ENGINEER counselor or olher consullant as the OWNER deems necessary to
is legally liable. Upon requast, OWNER shall be made an additional pro�ect the OWNER's interesis before OWNER takes action or
insured on Commercial General and Automobile Liability insurance torebears to lake action based upon or retying upon lha services
policies and cerfificates of insurance will be fumished to the OWNER. Providetl by ENGfNEER.
ENGINEERagreesloindemni(yOWNERforlheclaimscoveredby 7, SUCCESSORSANDASSfGNS
ENGINEER's insurance. OWNER and ENGINEER, respeclively, bind themsaNes, iheir
3. OPINIONS OF PROBABLE COST (COST ESTIMATES) peAners, successors, assigns, and legal representatives to Ue
Any opinions af probable project wsl or pro6abla wnstniction cost covenants of thisAgreement. Neither OWNER nor ENGINEERvrill
provided by ENGINEER ere mada on the basis o( infortnation availahle assign, Sublet, of transfer arry interest in lhisAgreemant af claims
to ENGINEER and on the basis of ENG�NEER's e�cperience and ansing iherefrom wilhout the wriken consent of the other.
qualifications, and represents ils Judgment es an experienced end 6. RE-USE OF DOCl1MENTS
qualified professional enginaer. However, since ENGINEER has no All documents, including all reports, drawings, specifications, compulei
control over the cost aF labor, materials, equipment orservices software or othe� items prepared or furnished by ENGINEER pursuanl
furnished by olhers, or over the contractor(s') methods of tletermining to this qqreement, are instrumenls oi sertACe with respect to ihe
prices, or wercompelitNe bidding or merketconditions, ENGINEER p�oject. ENGINEER retalns ownarship of all such documents.
does nol guarantee that proposals, bids or aclual projec! or OWNER may retain copies of the documents for its information end
consiruclion costwill notvary Gom opinions of probable cost referenw in canneclion with the projeCl; howaver, none of Iha
ENGINEER prepares. documenfs are Inlended or represented to be suitable for reuse 6y
4. CONSTRUCTION PROCEDURES - OWNER or o�hers on eMensions of lhe project or on any olher projecl.
ENGINEER's observation or monitoring poAions of Ihe work performed Any reuse wilhoutwritten verification or adaplelion by ENGINEER for
under constmclion conUects shall nol relieve tha conlractorfrom its lhe speCific puryose Intended will be al OWNER's sole risk and withoul
responsibility for performing vrork in accorclance wilh applicable Ilability or legel ezposure to ENGINEER, end OWNERwill de(end,
contrecl documents. ENGINEER shall not control or hava charge of, indemnify and hold harmless ENGINEER from all Gaims, damagas,
and shall not be responsibla for, construc(ion means, melhods, �osses and expensas, including atlorneys fe9s, arising or resulting
techniques, sequences, procedures of construction, health or safety Iherefrom. Any such verificalion or adaptalion will enlitle ENGINEER to
programs or precaulions connected with the work and shall not further compensalion at ra[es to be agreed upon by OWNER and
manage, supervise, conUOl or heve charge of conslruction. ENGINEER.
ENGINEER shall not be responsible (or Ihe acts or omissians of lhe 9. TERMINATION OF AGREEMENT
conlrectororotherpaAiesontheprojec4ENGINEERshellbeentitled OWNERorENGINEERmayterminaletheAgreement,inwholeorin
to review ell consWClion contract tlocumen4s and to require lhat no pad, bygiving seven (7) days written notice, if lhe olher pady -
provisions eMend lhe dulias or IiebiliUes of ENGINEER beyond those substantially fails to (ulfill ils obligations undertheAgreement �hrough
sel fo�lh in this F�qreement. OWNER agrees to include ENGINEER as no faul[ of the tertninating party. Where lhe method oipayment is
an indemn�ed party In OWNER's construGion contraGs forthe work, "lump sum,' or cosl reimbursemen�, ihe final invoice will include all
which shall prolect ENGINEER to the same degree as OWNER. seMces antl expenses associated with the project up lo the effeclive -
Further, OWNER agrees that ENGINEER shall be listed as an dale of termination. An equitable adjustment shall also be made to
addilional insured under ihe constmction contractols Iiahility Insurance p�ovide fortennination setllemenf Cosls ENGINEER incurs as a resul[
policies. of commiUnents tha( had 6ecome firtn before lermination, and tor a
6. CONTROLIING LAW reasonable pr�l for services peAortned.
This Agreament is to be governed by lhe law of ihe sta�e where 10. SEVERABILIN
ENGINEER's services are performed. If any provision of this agreement is held invelid or unenforceable, the
6. SERVICES AND INPORMATION remaining provisions shall be valid and binding upon lhe parlies. One
OWNER will provide all criteria and Information pertaining to OWNER's or more waivers by eilher parry of any provision, tertn or condition shall .
requirements for tha project, InGuding design objactives and not be wnsWed by the olher parly as a waiver of any subsequent
conslraints, space, capacity and performance requirements, flexibility breach of �he same provision, ferm oi condition.
and expandability, and any budgetary limitatlons. OWNERwill also
provide copies of any OWNER-furnished Standard Oetails, Standard
7 (t 0/2006)
11. INVOICES law or regulalion, ihe appropriala governmental offcials, end
ENGINEER will submit monihly invoices forservices rendered and ENGINEER may, al its option and withoul Ilability for delay,
OWNER will make prompt payments in respanse [o ENGINEER's consequenlial or any olhe� damages to OWNER, suspend
invoices. performance of services on thet portion of ihe proJact aHec[ed by
haz9rdou& meterials until OWNER: (i) retains appropriate speGfalist
ENGWEER will retain receipts kr reimbvrsahle expenses in general consultant(s) or contractor(s) to itlentity and, es eppropriale, a6ale,
aaordance with Internal Ravenue Servica rules pertaining to tha remadiate, or remove the hazardous maleriels; and (i) warcants that
support ot expenditures for income tax purposes. Receipts will be ihe project site is in full compllance wilh ail applicable laws and
available iw inspecGOn 6y OWNER's auditors upon request. regulations. OWNER acknowledges that ENGINEER is performing
If OWNER dispules airy Ilems in ENGINEER's invoice for arry reason, P�ofesslonel services for OWNER and that ENGINEER is not and
including the lack of suppoAing dacumantation, OWNER may shall not be required to become en'artanger,' °aperalor,'
temporariy delete the disputed ilem and pay Ihe remaining amount oF �9eneretor, or'IransporteP of hazartlous materials, as deMed in
the invoice. OWNERwill promptly notify ENGINEER of lhe dispute 1he Comprehensive Environmental Rasponse, Compenselion, and
antl requeslclarificaUon antl/or correction. After any dispute has been Lia611iry Act of 1990 (CERCLA), which ere or may be encounteretl al
seqled, ENGINEER will inGude the dispuled item on a subsequent, or near Ihe project site In wnnection with ENGINEER's servicea
regularty scheduled invoice, or on a spectal invoice (or the tlisputetl under Ihis Agreement. If ENGINEER's services hereuntler cannot
be performed because oF the existence of hazardous materials,
ilem ony. ENGINEER shall be enti0ed to terminate this qqreemenl �or cause
OWNER recognizes ihat late payment of Invoices resulls In extra on 30 days wriUen notice. To �he fullest exlent permitted by law,
expenses for ENGINEER. ENGINEER retains the right to assess OWNER shall indemnify antl hold harmless ENGINEER, Ns officers,
OWNBR interest at the rale of one percent (tYo) permonth, but not to directors, paAners, employees, and subconsultents hom and
exceetl the maximum rete allowed by law, on invoices which ere nol egalnst all cosls, losses, and damages (including but not limited ta
paid wilhin thiAy (30) days Rom the tlele oi ihe involce. In lha event alI fees and charges af enginaers, architects, ettomeys, and other
undisputed portions of ENGINEER's invoices are not paid when due, professionals, and all court or arbitralion or olher disputa resolution
ENGINEER also reserves Ihe right, efler seven (7) days pnor written costs) causad by, arising out of or resulting from hazardous
notice, to suspend lhe peAortnance of i�s services under thls materials, provldetl Ihat (i) any such cosl, loss, or damage is
Agreement until ail past due amounta have been paid In full. attributable to bodily injury, sickness, dlsease, or death, or injury to
or deslruction of tangibla p�operty (other than completed Work),
�2. CHANGES including the loss of use resulting therefrom, and (ii) nolhing in this
The paAies agree thel no change or modKcatlon to this /\qreement, or paregraph shell obligale OWNER to indem�iy any individual or
any aUachments hereto, shall have any force or eHect unless Ihe en(riy Gom and agalnst the consequences of that individual's or
change is reduced to writing, dated, and mede paR of lhis Agreement. entity's sole negligence orwillful misconduct.
The ezecu(lon of the changa shall be aulhonzed and signed in tha �6. FJ(ECUTION
same manner as this /{qreement. Atljustments in ihe period of
servicas and in compensation ahall be in accordance wilh epplicable This Agreemenf, including lhe exhibits and schedules made pad
paragraphs and sections of this Agreement. Any proposetl fees by he�of, constitule the entire Agreement between ENGINEER and
ENGINEER are eslimates to paAorm the services required to OWNER, supersedes and conlrols ove� all priof wrilten oi oral
complele the projact as ENGINEER understands it l0 6e deFned. For understandings. This qqreement may be amended, supplemenled or
ihose projects inwlving conceptual or process development services, modifled only by a wrilie� insinimenl duy executed by the paAies.
aclivities often are nol fully definable in lhe iniUal planning. In any �7, LIMITATION OF LIABILITY
avent, as lhe project progresses, the facts developed may dic[ate e ENGINEER's antl its employees'tolal liability to OWNER for any loss
change in the services to be perfortned, which may elter lhe scope. or damage, including but not limifed to special and consequential
ENGINEERwill infortn OWNER of such situations so ihat changes in demeges erising oul of or in connection with tha perfortnance ol
scope end adjuslments to the time of paAormance and compensation services orany othercause, Including ENGINEER's and ils
can be made as required. If such change, additionel services, or employaea' professionai negligent acts, errors, or omissions, shell not
suspension of services results fn an inaease or decrease in the cast exceed the greaterof $50,000 or the total compensation received by
of or time requlred for perfonnance of the services, an equitable ENGINEER hereunder, except as olhervrise provided under lhis
adjuslment shall be made, and the /{qreement modifed eccordingty. /�q�eement, and OWNER hereby releases and holds hartnless
13. CON7ROLLING AGREEMENT ENCaINEER end its employges trom any liability above such amount.
These Tertns and Conditlons shall take precedence over any 18. LITIGATION SUPPORT
� inconslstent or contretlictory provisions wntained in any proposal, In the event ENGINEER is required to respond to a subpcena,
conirect, purchasa order, requisilion, natice-lo-proceed, or like govemment inquiry or other legal procass releted ta the services in
tlocumenl. rAnnection with a legal or dispute resolution proceeding [o which
14. EQUAL EMPLOYMENT AND NONDISCRIMINATION ENGINEER Is not a paAy, OWNER shall reimburse ENGINEER for
In connection with the services under this Agreement, ENGINEER reasonable costs in responding and compensale ENGINEER at ils
egrees lo compiy wilh the applicable provisions of federai and stete lhen standard rales for reasonable Hme incurred in galhering
Equai Employment Oppodunily, and other employment, slatutes and iniortnadon and documents and alle�ing depositions, heanngs, and
regulations. tnal.
16. HAZAROOUS MATERIALS 19. UTILIIY LOCATION
OWNER rep�esents to ENGINEER ihat, to lhe bes� of its If underground samplingllesting is to ba perfarmed, e local utility
knowledge, no hazardous materiels are present at the projacl sile. locating service shell be contacted to make arrangemenls for all
Howevei, in the event hazardous materials are known to be present, uliliUes to determine the location ot underground uUlilies. In eddition,
OWNER represents that to the besl of its knowledge it has OWNER shaA notify ENGINEER of the presence end location of any
disclosed to ENGINEER the existenca of all such hazardous underground ulilities located on the OWNER's property whlch are not
materials, including but nol Ilmited to esbestos, PCB's, petroleum, lhe responsbility of privale/public utilitles. ENGINEER shall take
hazardous waste, or radioactive material lorated at or near the reasonable precauNons to evoid damaging underground utilitiea that
projocl site, including type, quantity and locetion of such hezardous are property marked. The OWNER agrees lo v+aive any claim agalnsl
malerials. It is acknowledged by bolh parties that ENGINEER's ENGINEER and will fndemnify e� hold ENGINEER harmless from
scope of services do not include services relatetl in any way to . any claim of Ilabiliry, Injury or loss caused by or allegedly caused by
hezardous materials. In the event ENGINEER or any other party ENGINEER's damaging of underground utilities that are not properiy
encounlars undisclosad hazardous materials, ENGINEEft shall marked or are not called to ENGINEER's attenUon prior to beglnning
have fhe obligation to notify OWNER and, to the exlent required by the underground samplingftesling.
Terms & Condltions tor Professional Servlces 2 (10I2006)
MEIVIORANDUM OF UNDERSTANAING
POR CITY ENGINEERING SERVICES
THIS MEbIORANDUM OF UNDERSTANDING FOR C T_� ERING SERVICES
(this "Memorandum") is made as of this ��' day of k 2009, by and among
the City of Riverside, Missouri (the "City"); Shafer, Kline & arren, Inc. (SK�, Cook,
Flatt & Strobel Engineers, P.A. (CFS), Olsson Associates (Olsson), and HDR Engineering,
Inc. (HDR) and their respective Successoxs and assigns.
WIIEREAS, this Memorandum is entered into by the above pai�ies to designate roles and
responsibilities for providing city engineering services for the City of Riverside, Missouri;
and
WHEREAS, this Memorandum will function in conjuncfion with the executed contracts
between the City and SKW, the City and CFS, the City and Olsson, and the City and HDR;
and
NOW, THEILEFORE, to memorialize the fundamental understandings of the Parties hereto
in connecfion with this work for the City; to identify the Parties' shared intent as to which
parry will perform which tasks or undertake which responsibilities in connection with the
foregoing; and subject to the terms and conditions of aa executed conh�act amorig the parties,
the following are the fundamental understandangs of the paities hereto:
1. The City of Riverside has retained CFS to provide general engineering services.
2. The City of Riverside has retained SKW to provide general engineering services.
3. The City of Riverside has retained Olsson to provide general engineering services.
4. The City ofRiverside has retained HDR to provide general engineering services.
5. The Clty bas discretion to direct specific projects to any firm based on workload,
timing and expertise.
6. CFS, SKW, Olsson and HDR will meet with the City regularly to coordinate all
engineering acrivities and projects within the City.
7. For specific design projects undei�taken by one of the City Engineer fums within
the City of Riverside, peer review of the design shall be pzovided by one of the
other firms.
- 1 - ��41 826996-5
N WITNESS WHEREOF, the parties have caused this Memorandum to be executed as of
the dates set forth after each of their respective signatures.
A T: RIVERSIDE, MISSOiJRI
�.r�.T'c�7 By. � � � i�
-- ' �;' '�1
^ ' City Clerk , ri� l Name:
� . � C-���m�niS'rlLA.7v�
(Seal) Position:
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Date:
d -.�3 - //
ATT S73AFER, I�LTNE & WARR�N, Inc.
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Secretary Printe Name:
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(Seal) Positi n;
—��' P��s� a'�i�t
Date:
2�z/�//
ATTEST: COOK, FLATT & STROB�L
ENGINEERS, P.A.
7
By: l � /, '�
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Secretary Prin Nazne:
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Date:
,�'�/�,
_ 2 _ W�1 82699G5
ATTEST: OLSSON ASSOCIAT�S
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Secretary Printed ,/ Name:
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Position:
Cl�'�ce L��.�.c - s�•a,✓s.�s ��
Date:
d i/
ATTEST: FIDR ENGINEERING, INC.
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Secretaiy Prmted Name:
Stan C. (uisto her
Position:
Senior Vice President
Dat 3�3�1�
_ 3 _ \VA 82G99G5 I
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