HomeMy WebLinkAbout1655 Developer Lay Water Main Extension Agreement Missouri -American Water Mattox Road & 39th Street Project BILL NO. 2019-018 ORDINANCE NO. ��9'
AN ORDINANCE APPROVING A DEVELOPER LAY WATER MAIN EXTENSION
AGREEMENT WITH MISSOURI-AMERICAN WATER COMPANY RELATING TO THE
INSTALLATION OF A WATER MAIN FOR THE MATTOX ROAD & 39TH STREET
PROJECT
WHEREAS, the Board of Aldermen (the "Board") of the City of Riverside, Missouri
(the "City") previously approved Ordinance No. 1622 on October 2, 2018, relating in part
to an Infrastructure Improvement Agreement for the doorLink Manufacturing, Inc. facility,
including the construction of water mains, hydrants and appurtenant facilities (the "Water
Line Infrastructure");
WHEREAS, the Board further approved Ordinance No. 1646 on April 16, 2019,
approving the award of the Mattox & 39th Project ("Project 618-227") to Hoy Excavating,
LLC;
WHEREAS, representatives of the City and Missouri-American Water Company
("MAWC") have negotiated the terms of a Developer Lay Water Main Extension
Agreement in substantially the form attached hereto as Exhibit A (the "Water Main
Extension Agreement") relating to the Water Line Infrastructure for Project 618-227;
WHEREAS, Hoy Excavating, LLC is an MAWC-approved contractor for installation
of the Water Line Infrastructure;
WHEREAS, the parties desire to establish the rights and responsibilities of the City
and MAWC with respect to the Water Line Infrastructure for Project 618-227; and
WHEREAS, the Board has determined that authorization for the Water Main
Extension Agreement fulfills a public purpose and will further the growth of the City,
facilitate the development of the entire Horizons site, improve the environment of the City,
foster increased economic activity within the City, increase employment opportunities
within the City, and otherwise be in the best interests of the City by furthering the health,
safety and welfare of its residents and taxpayers.
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY TO APPROVE WATER MAIN
EXTENSION AGREEMENT. It is in the best interest of the City, in order to further the
objectives of industrial and economic development of the City, to approve the Water Main
Extension Agreement in substantially the form attached hereto as Exhibit A, and the
execution, delivery and performance of said Water Main Extension Agreement is hereby
approved.
SECTION 2. AUTHORITY TO EXECUTE. The City and the officers, agents and
employees of the City, including the Mayor, the City Administrator, Special Counsel to the
City, and the Finance Director and other appropriate City officials are hereby authorized
to execute and deliver the Water Main Extension Agreement in substantially the form
attached hereto as Exhibit A, and to take any and all actions as may be deemed
necessary or convenient to carry out the terms and conditions of the Water Main
Extension Agreement and to comply with this Ordinance, and the City Clerk is hereby
authorized to attest thereto.
SECTION 3. EFFECTIVE DATE. This ordinance shall be in full force and effect
from and after the date of its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only,
PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by
the Mayor of the City. of Riverside, Missouri, this 7th day of May, 2019.
Ka een L. Rose, Mayor
ATTEST:
Yj C.— -tel
Robins.Kincaic9;City Clerk
...
Approved as to form:
Spence
Nfane LLP
Speci ounsel to the City
By Joe Bednar
2
WA 12945392.2
EXHIBITA
DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT
See attached.
3
WA 12945392.2
Project Name: Mattox Road & 39`x' Street Contract- W/O Number D17-0401-P-0089
Project Manager: Sue Moynihan Date: April 2, 2019
DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT
THIS DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT ("Agreement")
is made and offered as of theme day of 2019 (but shall be effective as of the
acceptance date set forth on the signature page), between Missouri-American Water Company,
a Missouri public utility corporation("MAWC"), and City of Riverside ("Applicant"). (The offer
contained in this Agreement expires unless accepted and returned within 30 days, Acceptance
date must be entered on signature page. The expiration deadline may be waived by written
endorsement of MAWC.)
RECITALS:
WHEREAS, Applicant has proposed the construction of a water main extension on
certain lands as more specifically described on Exhibit A attached hereto and incorporated herein
by this reference(collectively,the"Development"); and
WHEREAS, Applicant plans to use its own contractor selected from MAWC's list of
Qualified Contractors to construct the main extension; and
WHEREAS, Applicant has requested MAWC to furnish water services to a proposed
Development to be constructed by Applicant, as more particularly described herein; and
WHEREAS, MAWC is willing to furnish water services subject to the terms of this
Agreement and to applicable rates, rules, regulations and conditions of service in effect from
time to time; and
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Article 1
Required Information
Applicant's Name: Cily of Riverside
Address: 2950 NW Vivion Road
Riverside MO 64150
Phone: 816 741-3993
E-mail: thoover(d),riversidemo.com
MAWC operating district for which Agreement is proposed: Parkville
Total Estimated Footage covered by this Agreement: 2994 ft.
Sample 3
1.1 How many new customer metered water service connections is Applicant
guaranteeing to take water service within 120 days of acceptance of the water main extension
covered by this Agreement and, for each of these connections, is Applicant committing to
purchase water for a minimum of one(1)year?
Applicant shall provide a list of the addresses and lot numbers if applicable that will take
water service within 120 days of MAWC's acceptance of the water main and will purchase water
for a minimum of one (1) year as set forth on Exhibit B attached hereto and incorporated herein
by reference.
1.2 Estimated four(4) times average annual revenue= $
(This amount is what MAWC will contribute to Applicant for metered service pipe(s) that
will immediately connect directly to the water main extension covered by this Agreement and
identified in Article 1.1.)
1.3 Is the Developer Lay Proposal intended to serve a recorded, residential single lot
Development where Applicant prefers to choose the one hundred (100) foot free extension as
described in Article 2.6? Yes X No
Article 2
Consideration
2.1 Applicant's Consideration.
(a) In consideration of MAWC's commitment to provide water services to the
Development, Applicant agrees to advance MAWC the cost of any services MAWC provides in
support of a proposal for a main extension, including the cost of MAWC's internal engineering,
inspection, administrative (including overhead), and legal cost and any costs MAWC incurs
involved in making connections to MAWC's existing facilities (including overhead) for the
extension of the main described herein ("Main Installation") and Income Tax on the Total Cost
of the proposed Development,as required by law*. At the outset of the Agreement, MAWC will
calculate an estimate of the costs for providing services pursuant to this Agreement ("Developer
Lay Proposal Advance" or"DLP Advance"). After completion of the Main Installation, the DLP
Advance will be adjusted to reflect the actual cost of providing these services ("Actual Developer
Lay Proposal Costs" or"ADLP Costs").
(b) Upon execution of this Agreement, Applicant will pay MAWC the DLP Advance
for MAWC to provide services specified in Article 2.1(a) in the amount of:
Total DLP Advance due to MAWC: $ 35,150.90.
(c) In addition to the ADLP Costs, Applicant shall grant those easements and convey
the assets as set forth in Article 5.
2.2 MAWC's Consideration. In consideration of the ADLP Costs and the granting of
easements and conveyance of title under Article 5, MAWC shall review or provide necessary
engineering related to the water main layout, inspection, labor and administrative services during
construction and, upon completion, shall provide water services to the Development.
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2.3 Final Statement of Costs. After the completion of the Main Installation and prior
to MAWC's acceptance of the Main Installation, Applicant will prepare and deliver to MAWC a
final accounting of all actual Applicant's costs and expenses associated with the construction and
installation of the water facilities (collectively, the "Applicant's Costs"). Applicant's Costs will
be identified as set forth on Exhibit C attached hereto and incorporated herein by reference.
Applicant's Costs will be shown on a per size basis. Applicant's costs shall not include any
easement,permit or restoration costs.
2.4 MAWC Contribution. Within a reasonable period of time (considering factors
such as MAWC workload) after completion of the Main Installation where the Applicant did not
choose the one hundred (100) foot free extension pursuant to Article 2.6, MAWC will add the
Applicant's Costs to the ADLP Costs, reflecting the final total project costs ("Total Final
Costs"). After acceptance of the Main Installation, MAWC will then issue payment to the
Applicant for all approved new customer metered water service connections meeting the
requirements for payment of four (4) times estimated annual revenue as described in Article 1.1
and 1.2 plus five percent (5%) (for St. Louis Metro Agreements which include the St. Charles
District) or fourteen percent (14%) (for all other operating district agreements) of the Total Final
Costs that exceed the approved amount for metered water service connections receiving four (4)
times the estimated average annual revenue. MAWC will adjust its payment based on the
shortfall or excess of the difference between the ADLP Costs and the DLP Advance for the
services provided by MAWC as described in Article 2.1(a). For a Main Installation where
Applicant chooses the one hundred (100) foot free extension pursuant to Article 2.6 and the
extension is greater than one hundred (100) feet in length pursuant to Article 2.6(b), calculation
of an amount to be paid to, or by, the Applicant will be pursuant to Article 2.6(b). The costs
representing the amount paid by MAWC to the Applicant will be MAWC's contribution
("MAWC Contribution"). MAWC's contribution to the cost of the Actual Developer Lay Cost
will at no time exceed the total cost incurred by the Developer.
MAWC Contribution also will be adjusted for all other considerations associated with the
Main Installation, including without limitation, MAWC's upsizing of any main pursuant to
Article 4.2 or MAWC's addition of water main and related facilities beyond the needs of the
Development pursuant to Article 4.3 and in accordance with applicable rules and regulations on
file with the Missouri Public Service Commission. The calculation for MAWC initiated
upsizing or additional main installation will be per Articles 4.2 and 4.3 based on the actual
footage installed, and any adjustment shall be made to the Total Final Costs. Any amount due to
MAWC under this Article shall be paid within thirty (30) days of MAWC's receipt of the final
accounting, and shall be a condition precedent to MAWC's acceptance of the Main Installation.
2.5 Customer Frontagege. A "Customer Frontage Charge" is an amount charged
to new customers outside of Applicant's Development who connect.a new-metered service line
to a designated portion of the water mains installed by Applicant. The method for arriving at this
charge and the limitations on Customer Frontage Charge are more specifically explained in
MAWC's rules and regulations on file with the Missouri Public Service Commission. A copy of
these rules is available from MAWC's New Business Department upon request. This refund is
collected by MAWC and paid to the Applicant or its assignee. The Applicant herein must
designate at the time of signing this Agreement, if its Main Installation is to be subject to the
Customer Frontage Charge, and if so, whether certain areas are to be excluded.
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Subject to Customer Frontage Charge (yes/no)
If Yes, specify any areas which are to be excluded from the Customer Frontage Charge
(The Development which is to be served by this Main Extension is excluded from the
Customer Frontage Charge):
2.6 Recorded, Residential Single Lot Development. Applicants requesting a main
extension to serve a recorded, residential single lot development can choose to receive the
MAWC Contribution pursuant to Article 2.4 or an option whereby MAWC will be responsible
for all of the costs, except easement acquisition, associated with extending the main up to one
hundred (100) feet (Known as the "Free Extension"). If the main extension required is greater
than one hundred (100) feet in length, all costs above the Free Extension shall be borne by the
Applicant calculated on a per-foot basis.
(a) If Applicant chooses the option-of a 100-foot Free Extension, and the extension
will be 100-feet or less in length, then MAWC will perform the necessary construction to extend
its main(s). (Note: Due to field conditions, even though the proposed main extension may be 100
foot or less in length the actual Main Installation may be greater than 100 foot in length and the
following shall apply.)
(b) If the Applicant chooses the option of a 100-foot Free Extension and the
extension is greater than 100-feet in length, then prior to the Applicant scheduling the main
extension, the Applicant shall advance payment equal to MAWC's DLP Advance pursuant to
Article 2.1(b). After completion of the main extension by the Applicant, Applicant will
prepare and deliver to MAWC a final accounting of all actual Applicant's costs and expenses
associated with the construction and installation of the water facilities (collectively, the
"Applicant's Costs"), exclusive of the DLP Advance. Upon verification of the costs supplied
by Applicant, MAWC will add those costs to the ADLP Costs incurred and divide the sum by
the number of feet in the main extension project to determine a cost per linear foot. The cost
per foot will be multiplied by 100 to arrive at the cost of the 100-foot Free Extension to be
borne by MAWC. MAWC will add the amount of the 100-foot Free Extension to the DLP
Advance and subtract the ADLP Costs incurred by MAWC to arrive at an amount to be paid to,
or by, the Applicant.
2.7 This Agreement shall become a Contract and the Date of Acceptance shall be
determined when the Agreement is returned to MAWC fully executed with payment by check or
cash of the DLP Advance identified in Article 2.1(b).
Article 3
Plans, Specifications and Pre-Construction Requirements
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3.1 Applicant has some options in fulfilling the requirements for plans and
specifications, as described below:
(a) Applicant may accept MAWC's Water Main Layout, and MAWC's Special
Conditions and Technical Specifications for Installation of Water Facilities, available from
MAWC's New Business Department upon request. Applicant must submit site plans including
grading and sewers and the local fire authority's ordinance or resolution reflecting any new fire
hydrants to be installed in conjunction with this Agreement along with fire flow requirements
before MAWC can prepare -the water main layout. After receiving the above. mentioned
information and a notice of the intent to do an Applicant-installed project, MAWC will return to
the Applicant a water main layout and estimated Applicant Fee.
Applicant accepts'MAWC's Water Main Layout for Development: (yes/no)
Applicant accepts MAWC's Special Conditions and Technical Specifications for
Installation of Water Facilities: (yes/no).
NOTE: If Applicant answers "No" to any of the foregoing, Applicant must submit
alternatives to MAWC and must obtain approval prior to requesting an inspector for initiation of
construction. See (b) and(c) below.
(b) If the Applicant does not choose to accept MAWC's Water Main Layout and
Special Conditions and Technical Specifications for Installation of Water Facilities, Applicant
shall submit plans and specifications for approval by MAWC prior to any construction. MAWC
shall approve or reject said plans and specifications.
At the Applicant's- option, Applicant can prepare all plans for the required Main
Installation including the water main layout, which shall be in accordance with MAWC
specifications with respect to materials, design, and its engineering and operating practices, for
MAWC review and approval. To ensure conformity therewith, Applicant shall(employ a
professional engineer registered in the State of Missouri, acceptable to MAWC, who shall make
a preliminary study and drawing of the proposed Main Installation. Applicant shall submit to
MAWC such study, the name of the contractor from MAWC's list of Qualified Contractors for
water main installation, drawings, and its plans, together with two approved plats of the
construction area which plats shall delineate the easements required for the Main Installation and
show all proposed and existing utilities, sewers and easements. All plans, specifications and
construction shall be in accordance with good utility practices, the utility plan for the
Development as approved by MAWC, and in accordance with all rules,regulations, requirements
and recommendations of regulatory agencies having or asserting proper jurisdiction over the
Development. Prior to the commencement of engineering .and construction by Applicant,
Applicant shall procure the written approval of MAWC of all engineering firms, contractors and
subcontractors it proposes to utilize to design and construct facilities under this Agreement. All
of said plans and specifications shall have necessary approvals in.writing of all agencies and the
approval in writing of MAWC before any construction is commenced. Plans and specifications
for water facilities to be constructed under this Agreement shall be submitted and approved by
MAWC in advance of the execution of this Agreement and will be incorporated by reference and
made part of this Agreement when so approved and as if set out in full herein. MAWC reserves
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the right to assess additional charges if MAWC is required to create multiple layouts or to
perform multiple reviews pursuant to an Applicant's request.
r
(c) In advance of construction of Main Installation, Applicant shall obtain and
furnish to MAWC; (i) all requisite permits, easements and approvals by all regulatory authorities
having jurisdiction over Main Installation; and (ii) a franchise agreement in a form acceptable to
MAWC in its sole discretion if requested by any municipality in which the Development is
within its borders. Applicant shall comply with the current issue of MAWC's Special Conditions
and Technical Specifications for Installation of Water Facilities, which are incorporated herein by
reference and shall comply with any and all construction,material and performance standards
uniformly required by MAWC at that time. Applicant shall provide all engineering including
surveying, plans and specifications, materials, transportation, equipment, power, labor,
supervision, testing, insurance, bonds, and all else required to construct and place into
satisfactory operation the following: all water mains, services, valves, hydrants and all
appurtenances thereto within the Development and off-tract water facilities required to connect to
MAWC's existing facilities, in accordance with plans and specifications approved by MAWC.
(d) Construction of the Main Installation shall not begin until the site for the Main
Installation has been graded to the extent specified by MAWC.
Article 4
Construction of Water Facilities
4.1 Inspection and Construction of Water Facilities.
(a) Applicant shall construct certain water facilities to provide adequate water
services to all structures to be located in the Development and meet all requirements of any
governing agency in accordance with a utility plan approved by MAWC.
(b) Applicant shall permit MAWC or its representatives to inspect and approve all
work during and after construction. Applicant shall complete its construction of facilities for
water service to each unit within the Development so as to enable MAWC to provide services
when requested to do so. Applicant or its successors in interest shall notify MAWC when water
service or any component of the Main Installation has been completed prior to any backfilling
thereof. MAWC or its representative shall inspect such service or component of the Main
Installation and if satisfactory will authorize backfilling.
(c) Applicant shall comply with the inspection and testing requirements of MAWC,
which requirements shall be reasonable and shall not cause Applicant any unwarranted material
delays in the ordinary course of construction.' MAWC will attempt to supply an inspector a
minimum of three working days after notice of the planned commencement of work. AT TIMES
WHEN THERE ARE MANY OTHER JOBS UNDERWAY AND NO INSPECTORS ARE
IMMEDIATELY AVAILABLE, AN INSPECTOR WILL BE PROVIDED AS SOON AS IS
REASONABLY POSSIBLE, AND WORK MAY NOT COMMENCE UNTIL THE
INSPECTOR CAN BE PRESENT. Such notice will not be considered until this Agreement is
fully executed. MAWC specifically reserves the right to withhold approval and to forbid
connection of any of the facilities constructed pursuant to this Agreement to any part of
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MAWC's systems unless such facilities have been constructed in accordance with the plans and
specifications approved by MAWC and are satisfactory to MAWC or its representatives upon
inspection and testing by MAWC or its representatives.
(d) Applicant understands that MAWC's inspectors will be at the job site for the
sole purpose of evaluating compliance with this Agreement and with MAWC's standards and
specifications, and Applicant shall assume all liability for the condition and safety of the job site
prior to the acceptance of the-Main Installation by MAWC. MAWC'S INSPECTOR WILL NOT
DIRECT THE JOB. A FOREMAN OR OTHER ON-SITE MANAGER MUST BE FULLY
FAMILIAR WITH PLANS AND SPECIFICATIONS BEFORE BEGINNING THE
INSTALLATION, OR THE INSPECTOR MAY TERMINATE THE INSPECTION UNTIL
COMPETENT, KNOWLEDGEABLE SUPERVISION IS PROVIDED.
(e) Applicant and or Applicant's contractor/subcontractors'shall at all times maintain
good discipline and order at the site. Inappropriate behavior is forbidden.
(f) Furthermore, no connections shall be made to facilities to be installed pursuant to
this Agreement or to any other facilities of MAWC that are deemed to be illegal connections by
the Environmental Protection Agency, or any other agency having jurisdiction over such
connection.
(g) Any relocation required as a result of changes in grade, easements or other causes
shall be paid for by the Applicant and not subject to MAWC Contribution. All phases of the
construction of the Main Installation shall be open at all-times to inspection by MAWC or its
representatives. MAWC reserves the right, in its sole discretion, to require Applicant to change
contractors if the then current contractor breaches Applicant's obligations under this Agreement,
including without limitation, any violation of any MAWC installation specifications.
4.2 Increased Main Size. MAWC expressly reserves and shall have the right to
require construction and installation of water main of a larger diameter than the,Applicant's
service requirements, provided, however, that MAWC shall bear the cost difference, determined
by MAWC, in accordance with its tariffs between the larger diameter main and the smaller
diameter main ("Main Size Cost Differential"). The Main Size Cost Differential will be paid in
accordance with Article 2. MAWC will credit to Applicant, for potential refund under the
provisions of Article 2, the difference between MAWC's and/or Applicant's total actual costs for
installing the respective sizes of pipe. Final determination for determining this credit will be at
the sole discretion of MAWC. ,MAWC's present cost differentials and the differentials which,
under this Agreement, MAWC will credit to Applicant when Applicant is required to and does
install larger size water mains than those that MAWC determines are otherwise needed for this
development will be the following:
THIS ARTICLE APPLICABLE NO (indicate "yes" or ".no").
SIZE COST FOOTAGE
SIZE TO BE OTHERWISE PER FOOT ESTIMATE*
INSTALLED NECESSARY DIFFERENTIAL TOTAL
7
1211 611 $ $
1211 811 $ $
811
611 $ $
TOTAL $
(*Actual footage to be used in final'calculation of MAWC's credit to Applicant).
4.3 Additional Main Installation. MAWC expressly reserves and shall have the right
to require construction and installation of additional pipe footage of water main and related
facilities beyond the needs of the Development, provided, however, that MAWC shall bear the
cost of the additional pipe and facilities, determined by MAWC, in accordance with its tariffs
("Additional Main Costs") The Additional Main Costs will be paid in accordance with Article 2.
Final determination for determining this credit will be at the sole discretion of MAWC. In
situations where MAWC requires additional pipe footage and/or related facilities beyond that
which the Applicant requires for the needs of its development, Applicant may herewith commit
to install the pipe and related facilities and MAWC will credit to Applicant, for potential refund
under the provisions of Article 2.
THIS ARTICLE APPLICABLE NO (indicate "yes" or "no").
SIZE TO BE FOOTAGE COST
INSTALLED ESTIMATE* PER FOOT TOTAL
699 $ $
899 $ $
1299 $ $
TOTAL $
(*Actual footage to be used in final calculation of MAWC's Credit to Applicant.)
4.4 Construction of Fire Hydrants. Applicant shall install, at locations specified by
appropriate fire authorities or MAWC, fire hydrants in accordance with MAWC's current
standards and specifications.
Article 5
Easements and Title
5.1 Grant of Easements. Applicant hereby grants to MAWC perpetual easements
within the Development and outside as.may be reasonably necessary for ingress and egress and
for the facilities to be constructed to provide water services in, to and through the Development.
Applicant agrees to prepare, obtain, execute and give to MAWC deeds of easement, which are
acceptable to MAWC in MAWC's sole discretion for use and occupancy by MAWC before the
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Main Installation is accepted. All costs associated with easements for this Development shall be
borne by the Applicant. Easements need not be exclusive, but must be private property rights
which specifically name MAWC as recipient, and may not be conveyances that are designated
"Public," "for public use forever" or that include similar wording that would result in the creation
of a public right-of-way in which MAWC could only be a licensee. The Main Installation must
be installed in easement(s) unless otherwise approved by MAWC. Applicant must provide an
instrument of conveyance to MAWC of all easements needed for the Main Installation that have
not already been conveyed to MAWC by deed or recorded plat. The instrument of conveyance
must be in a form and substance satisfactory to MAWC in its sole discretion, free of all liens and
encumbrances.
5.2 Conveyance of Title.
(a) All Applicant's rights, title and'interest to the water pipe, services, fire hydrants,
valves and appurtenant facilities thereto within the Development and off-tract water facilities
required to connect to MAWC's existing facilities, and constructed within the Development to
MAWC's or others-existing facilities,'in accordance with the plans and specifications approved
by MAWC installed under the terms of this Agreement are herewith tendered to MAWC, its
successor and assigns. MAWC will accept the Main Installation, release the mains for service
connections, and so notify Applicant in writing, if and when Applicant demonstrates to MAWC's
satisfaction, that all pipes are chemically and bacteriologically clean, and otherwise conform to
all MAWC standards and specifications, and after all other preconditions herein specified have
been met and all monies owed MAWC have been received.
(b) All materials installed, facilities constructed and equipment provided by Applicant
in connection with construction of facilities under this Agreement and accepted by MAWC shall
become the sole property of MAWC as installed, and full legal and equitable title thereto shall be
then vested in MAWC, free and clear of any liens, without the requirement of any written
J
document of transfer to MAWC. Applicant agrees to execute and/or deliver promptly such
documents as counsel for MAWC may request to evidence good and merchantable title to said
facilities free and clear of all liens.
(c) Applicant shall submit to MAWC (i) copies of paid invoices together with its
corresponding lien waiver to MAWC for all engineering and other services, materials installed,
construction performed, equipment provided and materials purchased for construction pursuant
to this Agreement at the actual cost thereof, and (ii) the originals or complete and clear copies of
all bills, statements, invoices, and all other evidence of expense received by Applicant from
subcontractors, vendors and others for all engineering and other services, materials installed,
construction performed, equipment provided and materials purchased for construction pursuant
to this Agreement together with corresponding lien waivers for these or other evidence of
payment by Applicant acceptable to MAWC and all relevant supporting data. If any lien waivers
for the work described herein are not available to MAWC at the time of MAWC's acceptance of
the Main Installation, an additional Letter of Credit of a form approved by MAWC may be issued
to MAWC in an amount equal to the total dollars described on the associated invoices. (See
Article 5.3 herein).
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(d) Upon completion of work, Applicant shall remove all equipment belonging to it
or used under its direction or by its contractor or its subcontractors, and shall dispose of all
unused materials, rubbish, surplus excavated materials and debris in a manner reasonably
acceptable to MAWC.. Applicant shall repair all roads, sidewalks, parkways and all else affected
by its work, which repairs shall be made in accordance with the requirements of MAWC and
governmental agencies having proper jurisdiction.
(e) It is specifically provided by and between the parties hereto that it is the express
intention and agreement of the parties that the legal effect of this Agreement shall be that no
mechanics' lien or claim may be filed or maintained by anyone including, but not limited to, any
of the parties hereto, any contractor, subcontractor or materialman performing labor or furnishing
materials in any way relative to any of the covenants and agreements of this Agreement. In
furtherance of the foregoing provision, the parties agree that no contract or subcontract for either
labor or materials performed or furnished in furtherance of this Agreement has been or shall be
entered into prior to the expiration of ten(10) days from the date of the execution hereof.
5.3 Letter of Credit in Lieu of Lien Waivers.
(a) If Applicant is unable to obtain lien waivers to assure MAWC that the Main
Installation is free and clear of liens, but desires to provide MAWC with other assurances that
such facilities will be lien free, Applicant may provide to MAWC a Letter of Credit in a form
satisfactory to MAWC, or a cash deposit, in the amount equal to the cost of the Main Installation
to be transferred to MAWC for which lien waivers cannot be obtained.
1. Upon receipt of such Letter of,Credit, MAWC will waive that portion of
its contract with Applicant that requires lien waivers prior to acceptance of Main
Installation into its system.
2. The Letter of Credit will not expire until at least twelve months after
acceptance of the Main Installation, but such Letter of Credit shall be released and
returned to Applicant (or the cash deposit shall be returned) upon Applicant's
request under either of the following conditions:
(i) As soon as the statutory time limit for the filing of liens has
expired, if no liens have been filed against facilities transferred to
MAWC by Applicant, or
(ii) If all lien waivers have been acquired,and provided to
MAWC.
(b) Upon receipt of notice of a lien on facilities transferred to MAWC by Applicant,
MAWC shall notify Applicant and provide Applicant 30 days to obtain release of such lien. If
such release is not obtained, MAWC will make demand against such Letter of Credit for the
amount claimed in the lien. Thereupon MAWC will do the following:
1. Hold such amount until a lien release is obtained by Applicant, and at that
time refund the monies to Applicant; or
1'0
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2.. Hold such amount until the statute of limitations for filing suit to enforce
such lien has expired, and at that time refund the monies to Applicant; or
3. Hold such amount until a suit is filed by the holder of the lien. At such
time MAWC will provide.Applicant with notice of such suit and will either: J
(i) If Applicant decides to defend the suit and so notifies
MAWC in writing, MAWC will hold the funds until a judgment is
obtained and at that time provide the funds to,the prevailing party;
or
(ii) If Applicant elects to not defend the suit, MAWC will
permit a default judgment to be taken or will otherwise release the
funds to the lien holder to free the property of the lien.
Article 6
Indemnification by Applicant
6.1 To the fullest extent permitted by,law and excepting MAWC's own negligence,
applicant shall save and hold MAWC harmless from and against all suits or claims against
MAWC that may be based upon any injury or alleged injury to any person or property that may
occur, or that may be alleged to have occurred, in the course of the performance of this
Agreement by Applicant or by any subcontractor, whether such claims shall be claimed that the
alleged injury was caused through any act or omission of Applicant or of any subcontractor, and
Applicant shall, at its own cost and expense, pay all charges of attorneys and all cost and other
expenses arising therefrom, or incurred in connection therewith, and if any judgment shall be
rendered against MAWC in any such action or actions, Applicant shall, at its own cost and
expense, satisfy and discharge the same. MAWC shall give Applicant prompt notice of threat or
institution of any such suit or claim. MAWC retains the right to approve the attorneys hired by
Applicant or to select its own attorneys, the charges for which shall be paid by Applicant.
Article 7
Warranties and Covenants of Applicant i
7.1 Applicant shall guarantee all construction, materials and workmanship
provided under this Agreement for one year after "Final Acceptance" by MAWC. "Final
Acceptance" is defined as the date when Applicant has received written acceptance of the
facilities installed per this Agreement from MAWC, completed all construction required by this
Agreement and corrected all punch list items requested by MAWC to the satisfaction of MAWC.
Applicant warrants that all construction, materials and workmanship provided under this
Agreement will be completed substantially in accordance.with the plans and specifications for
said facilities as approved. by MAWC. All areas affected by the Main Installation shall be
restored jto MAWC's reasonable satisfaction prior to the acceptance of the Main Installation. If
weather conditions prohibit restoration of said affected areas, MAWC may require a cash deposit
equal to MAWC's reasonable approximation of restoration costs. This cash deposit is refundable
` 11
when the restoration is completed by the Applicant to the reasonable satisfaction of MAWC. In
the event the restoration is not performed in a timely manner as determined by MAWC, MAWC
shall use the cash deposit to the extent necessary to restore the areas affected by the Main
Installation construction. Any remaining deposit amounts will be refunded to Applicant, but any
additional amounts required will be billed to the Applicant.
7.2 Applicant covenants and agrees that any repairs that become necessary to correct
all defects and deficiencies in construction, materials and workmanship that are associated with
the facilities and appurtenances installed per this Agreement during the warranty period shall be
performed by MAWC at Applicant's expense. Applicant, for a period of one (1) year after Final
Acceptance by MAWC, shall (i) do what is necessary to keep all hydrants at proper elevation,
relative to surrounding grade; (ii) promptly pay for the repair of, or any other damages to
MAWC's water facilities and appurtenances thereto attributed directly or indirectly to
construction by or for Applicant, or any of its corporate affiliates or subcontractors. Inspection
and approval of facilities by MAWC shall not waive any right of MAWC under this Agreement.
Repairs other than to water mains, hydrants, or appurtenances during the.warranty period or
consequential 'damage shall be the responsibility of Applicant. If repairs, including any site
restoration costs, are not made after due notice by MAWC, MAWC or MAWC's agents shall
make said repairs at Applicant's expense. All costs incurred by MAWC as a result of repairs to
the Main Installation and any consequential damages, including but not limited to site restoration
costs, that occur during said one year warranty period will be invoiced to the Applicant by
MAWC. The Applicant agrees to pay said invoice within thirty (30) days of receipt of the
invoice.
7.3 Modifications to the water system necessitated by changes in the plan of
Development by Applicant (grading, alignment, etc.) shall be paid for by Applicant.
Article 8
Miscellaneous
8.1 Waiver. The failure of either party hereto to enforce any of the provisions of this
Agreement or the waiver thereof in any instance shall not be construed as a general waiver or,
relinquishment on its part of any such provision.but the same shall, nevertheless, be and remain
in full force and effect.
8.2 Cooperation. Applicant and MAWC will cooperate fully with each other in all
matters relating to obtaining all approvals of all regulatory agencies required in order for MAWC
to provide water service to the Development.
8.3 Assignment. Applicant agrees that if it shall enter into a contract to sell the
Development or a major portion thereof, such contract shall incorporate this Agreement and the
obligations imposed hereunder on a successor developer. Neither this Agreement nor any of the
rights, duties or obligations of the Applicant hereunder may be transferred or assigned (by
operation of law or otherwise) by the Applicant except with the prior written approval of
MAWC. MAWC shall have the right to assign all of its rights and obligations under this
12
Agreement to any entity which succeeds to or acquires substantially all of MAWC's operations
or assets covered by this Agreement. Any such assignment by MAWC shall relieve, release, and
discharge MAWC from any further duty or responsibility under this Agreement.
8.4 Recording. MAWC may record this Agreement or a memorandum thereof in
accordance with the laws of the State of Missouri.
8.5 Force Majeure. Neither party to this Agreement shall be liable to the other for
failure, default or delay in performing any of its obligations hereunder, other than for payment of
money obligations specified herein, in case such failure, default or delay in performing any of its
obligations specified herein is caused by strikes or other labor problems, by forces of nature,
unavoidable accident, fire, acts of the public enemy, interference by civil authorities, passage of
laws, orders of the court, adoption of rules, ordinances, acts, failures to act, decisions or orders or
regulations of any government or military body or agency, office or commission, delays in receipt
of material, or any other cause, whether of similar nature, not within the control of the party
affected and which, by the exercise of due diligence, such party is unable to prevent or overcome.
Should any of the foregoing occur, the parties hereto agree to proceed with diligence to do what
is reasonable and necessary so that each party may perform its obligations under this Agreement.
MAWC shall not in any event incur any liability to Applicant for consequential or other damages
which may result from delays in initiating service or interruptions or other malfunctions of
service. MAWC shall have no obligation to accept the main installation if any action, law suit,
proceeding or cause of action is pending or threatened with respect to installation.
8.6 Notices. All notices, consents, requests, demands and other communications
hereunder are to be in writing and are deemed to have been duly given, made or delivered:
(i)when delivered in person, (ii) three (3) days after deposited in the United States mail, first
class postage prepaid, (iii) in the case of telegraph or overnight courier services, one (1) business
day after delivery to the telegraph company or overnight courier service with payment provided,
or (iv) in the case of telex or telecopy or facsimile, when sent, verification received, in each case
addressed as follows:
if to MAWC:
Attn: Engineering
727 Craig Road
St. Louis, MO 63141
with a copy to:
Attn: General Counsel
727 Craig Road
St. Louis, MO 63141
if to Applicant:
.TM 6 FtOo�!BIZ
13
C.-N OF IZI QEQSOE
2A?5D 9W V IMIMI QQ
R.i E122,10F,MI 0 04150
or to such other address as any party hereto may designate by notice to the other parties in
accordance with the terms of this Article.
8.7 No Agency Relationship. It is understood that in the construction and installation
of the Main Installation, Applicant, its contractors and agents are independent contractors and are
not acting as the agents or employees of MAWC and therefore shall not incur any costs or
expenses on behalf of MAWC and that MAWC is not an agent of the Applicant and shall not
incur any costs or expenses on behalf of the Applicant.
8.8 Entire Agreement. This Agreement sets forth the complete understanding
between Applicant and MAWC, and any amendments hereto to be effective must be in writing.
Nothing in this Agreement, express or implied, is intended, or shall be construed, to confer upon
or give to any person, firm or corporation (other than the parties hereto and their permitted
assigns) any rights or remedies under or by reason of this Agreement, or any term, provision,
condition, undertaking, warranty, representation, indemnity, covenant or agreement contained
herein.
8.9 Regulatory Jurisdiction and Approval. This Agreement is intended to be
consistent with applicable rules and regulations on file with the Missouri Public Service
Commission. This Agreement is subject to such approval of the Missouri Public Service
Commission to the extent required by law.
8.10 Governing Law. This Agreement shall be governed by the laws of the State of
Missouri, without regard to conflict of laws rules.
8.11 Operating Pressure. The normal range of operating pressures in this proposed
subdivision will be from pounds per square inch(psi)to psi, varying with
ground elevation and MAWC operating requirements. If necessary, appropriate pressure
reducing valves and pressure relief valves should be installed as part of the customer's plumbing
to comply with the requirements of the applicable plumbing code and water using appliances
installed in the premises.
If underground lawn sprinkler systems are to be installed as part of the customer's
plumbing, appropriate pressure reducing valves and backflow preventers should be installed to
comply with manufacturers' requirements, applicable plumbing codes, and State regulatory
requirements.
8.12 Project Reconciliation. Upon Applicant's submittal of all necessary items
specified in this Agreement, reconciliation of this job will be completed in a reasonable amount
of time based on MAWC's current workload.
14
8.13 This Agreement shall become a contract and the Date of Acceptance shall be the
date the Agreement is,returned to MAWC fully executed.
[Remainder of page intentionally left blank; signature page follows.]
15
Project Name: Mattox Road & 39`h Street Contract - W/O Number D17-0401-P-0089
Project Manager: Sue Moynihan Date: April 2, 2019
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Z6µ' day of f4yn tit- 201q.
MAWC Applicant
MISSOURI-AMERICAN WATER COMPANY [City of Riverside]
By. By:
Name: 5�r �1 . 1'1y,�r M., Name: Se.
Title: J�Jew ,,,,� �5�� u,-v���� Title:
Federal I.D. Number:
This Agreement is valid onIN if work is begun within 60 days from this date of acceptance,
unless otherwise extended b-,- mutual agreement of Applicant and MAWC.
Signature Page
EXHIBIT A
See Layout Design Attached
EXHIBIT B
List of addresses taking water service under Article 1.1
Address Lot No. (if applicable)
J
• r
EXHIBIT C
Water Facilities
(ACTUAL COST BREAKDOWN BY CONTRACTOR)
ITEM QUANTITY MATERIAL & LABOR COST
2" PVC PIPE &DI FITTINGS
4" DI PIPE &FITTINGS
4" PVC PIPE &DI FITTINGS
6" DI PIPE &FITTINGS
6" PVC PIPE &DI FITTINGS
8" DI PIPE &FITTINGS
8" PVC PIPE &DI FITTINGS
12" DI PIPE &FITTINGS
12" PVC PIPE &DI FITTINGS
2" BALL VALVE &VALVE BOX
4" GATE VALVE &VALVE BOX
6" GATE VALVE &VALVE BOX
8" GATE VALVE &VALVE BOX
12" GATE VALVE &VALVE BOX
FLUSH HYDRANTS (FLUSH
VALVES) &VALVE BOX
FIRE HYDRANT
FIRE HYDRANT VALVE &
VALVE BOX
FIRE HYDRANT 6" LEAD PIPE
TOTALS