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HomeMy WebLinkAbout1284 Amending 1258 Authorizing City to Purchase Stacking Rock Horizons Phase 1 BILL NO. 2014-012 ORDINANCE NO. I2, &4 AN ORDINANCE AMENDING ORDINANCE NO. 1258 AUTHORIZING THE CITY TO ENTER INTO AN AGREEMENT FOR THE PURCHASE AND DELIVERY OF STACKING ROCK FOR THE HORIZONS PHASE I INFRASTRUCTURE IMPROVEMENTS WHEREAS, the City of Riverside, Missouri ( "City ") passed Ordinance No. 1258, dated October 15, 2013, authorizing the City to enter into a contract with the Damon Pursell Construction Company ( "Pursell ") for the purpose of Pursell supplying and delivering stacking rock for the Phase I Infrastructure improvements within the Horizons East Site (the "Project ") that conforms to the City's specifications for a lump sum of Four Hundred Eighty -one Thousand Six Hundred and 00 /100 Dollars ($481,600.00); and WHEREAS, based upon further review by City staff, the City's Resident Project Engineer and Pursell of the design and specifications for the Project, the cost for the delivery and supply of stacking rock for the Project by Pursell will not exceed Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00); and WHEREAS, the Proposed Agreement for the supply and delivery of stacking rock to the City shall now be for a lump sum not to exceed Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00); and WHEREAS, the Board of Aldermen have had the opportunity to review the terms and outcome of this further review and find it in the best interest of the City to enter into a contract with Pursell in substantially the same form as described in the Agreement to Purchase Stacking Rock, attached hereto and incorporated herein as Exhibit A (the "Agreement "), to supply and deliver the stacking rock to the City and to amend Ordinance 1258. 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 CONTRACT FOR THE SUPPLY AND DELIVERY OF STACKING ROCK. It is in the best interest of the City, in order to further the objectives of industrial and economic development of the City, to amend Ordinance 1258 and to enter into a contract with the Damon Pursell Construction Company for the purpose of supplying and delivering stacking rock for the Phase I Infrastructure improvements within the Horizons East Site that conforms to the City's specifications for a lump sum not to exceed Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00). SECTION 2 — AUTHORITY GRANTED. The Mayor, City Administrator, City Attorney, Special Counsel, and other appropriate officials and employees of the City are hereby authorized to execute the Agreement in substantially the same form as set forth in Exhibit A to this Ordinance and to take such further action as may be deemed necessary or convenient to carry out the terms and conditions of the Agreement and comply with the intent of this Ordinance on behalf of the City. Further, the City Administrator is authorized to issue a Notice to Proceed to WA 4829618.2 Pursell Construction upon written confirmation by Special Counsel to the City that Pursell Construction has satisfied all conditions of the Agreement relating to performance and payment bond requirements. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after 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 6th day of February, 2014. Kathleen L. Rose, Mayor ;, - ATTESJ: , • • ` i , RolSin Littrell, Gity*Clerlk '' r Approved as to form: Sp : • '• owne LLP Spec'. Co . sel to the City by J.- 5 - . nar 2 WA 4829618.2 Exhibit A STACKING ROCK SUPPLY AGREEMENT 3 WA 4829618.2 AGREEMENT by and between THE CITY OF RIVERSIDE, MISSOURI and DAMON PURSELL CONSTRUCTION COMPANY for SUPPLY AND DELIVERY OF HORIZON'S PHASE I — STACKING ROCK Project No: 607 - 006 Third Party Beneficiary: The Industrial Development Authority of the City of Riverside, Missouri CONTRACT PRICE Stacking Rock (Delivered): $599,000.00 ORDINANCE NO.: 1 THIS AGREEMENT made and entered into as of the day of February, 2014, by and between the CITY OF RIVERSIDE, MISSOURI a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ( "City") and DAMON PURSELL CONSTRUCTION COMPANY, a corporation duly organized and existing under the laws of the State of Missouri ( "Supplier ") ( "collectively the "Parties "), shall govern all material to be provided by Supplier for City on the Horizons Phase I — Stacking Rock (Project No. 607 -006) ( "Project "). WHEREAS, the City desires to enter into an agreement with Supplier to obtain labor, services, materials, supplies, tools, equipment, supervision, management, and other items as set forth in this Agreement; and WHEREAS, the SUPPLIER represents that it is equipped, competent, and able to provide all the Materials, in accordance with this Agreement; NOW THEREFORE, in consideration of the mutual covenants and consideration herein contained, IT IS HEREBY AGREED by City and SUPPLIER as follows: ARTICLE I DEFINITIONS As used in this Agreement and the other Contract Documents (as defined herein), the following words and phrases shall mean: A. "Change Order" means an agreed -upon change to this Agreement resulting in an increase /decrease in time of performance of the Work, increase /decrease in the amount of Stacking Rock required to complete the Work, or increase /decrease in payments due to the Supplier, which changes, if any, shall be submitted using the form attached hereto as Exhibit F (with appropriate changes to the form as needed). B. "City" means the City of Riverside, Missouri; C. "City Administrator" means the City Administrator, City of Riverside Missouri; D. "City Engineer ", means the City Engineer, City of Riverside Missouri; E. "Consulting Architect/Engineer ", means Olsson Associates; F. "Contract Documents" means: 1) the drawings of Olsson Associates known as "Horizons Stacking Rock Plans for Riverside Horizons" and defined in Paragraph G of this section which the Supplier has inspected and reviewed and which are incorporated herein; 2) the "Affidavit of Work Authorization "; 2 3) this Agreement and all Exhibits to this Agreement, including but not limited to, Exhibit A - "Performance Bond ", Exhibit B - "Payment Bond ", Exhibit C - Stacking Stone Specifications, Exhibit D - "Notice to Proceed ", Exhibit E - "Application for Payment" Exhibit F - "Change Order" and said Change Orders supporting documentation, Exhibit G - "Certificate of Substantial Completion ", Exhibit H - Consulting Engineer's Certification for Final Acceptance and Payment and any other document that has been incorporated herein; G. "Horizons Stacking Rock Plans" (hereinafter referred to as the "Plans ") means those requirements described in Article IV setting forth the City's requirements for Supplier's delivery of the Stacking Stone; Exhibit C: (Stacking Stone Specifications), attached hereto and incorporated herein, and the drawings of Olsson Associates which are available for inspection at City Hall; H. "Installation Contractor means the General Contractor George J. Shaw Co.; I. "Materials" means the Stacking Stone and any items related thereto; J. "Project Site ", means those locations within the City generally located along Horizons Parkway, with various drop -off points, including locations in unpaved areas as described in the Horizons Stacking Rock Plans or designated by the Installation Contractor; K. "Specifications" means the requirements of the Stacking Stone described in Exhibit C; L. "Stacking Stone" means the items described in Exhibit C; M. "Subcontractor" or "Subsupplier" means a person, firm or corporation supplying labor and materials for the work at the site of the project for, and under separate contract or agreement with the SUPPLIER. N. "Substantial Completion" means the delivery and off - loading of all of the Materials to the Project Site necessary to complete the Work on the Project as determined by the City Engineer and Consulting Architect/Engineer. O. "Work" or "Work on the Project" means the delivery of the Material to the Project Site, including the transportation of Materials and supplies to or from the Project Site by employees of the SUPPLIER and any Subcontractor of the SUPPLIER. Work shall include all labor, services, materials, supplies, tools, equipment, supervision, management, and anything else necessary to accomplish the results and objectives described in Horizons Stacking Rock Plans and this Agreement and the other Contract Documents, in full compliance with all requirements set forth in the Contract Documents and this Agreement, subject to additions, deletions, and other changes as provided for in this Agreement. P. "Written Notice" means any notice delivered hereunder and the service thereof shall be deemed completed when sent by certified or registered mail to the other party at the 3 address set forth herein, or delivered in person to said party or their authorized representative on the work. ARTICLE II THE PROJECT AND THE WORK A. The Supplier shall provide all Materials and Work for the Project necessary to achieve Substantial Completion. B. The Supplier represents that it has evaluated and satisfied itself as to all conditions and limitations under which the Work is to be performed, including, without limitation, (1) the location, condition, layout, and nature of the Project Site and surrounding areas, (2) Plans and Specifications; (3) generally prevailing climatic conditions, (4) labor, transportation, and costs, and (5) availability and cost of materials, tools, and equipment. City shall not be required to make any adjustment in either the Contract Amount (as defined herein) or the time for performance of the Work because of the Supplier's failure to comply with the terms of this Agreement. C. The City Engineer shall act as the City's representative during the delivery period and shall decide questions which may arise as the quality and acceptability of Materials furnished, and shall interpret the intent of the Contract Documents in a fair and unbiased manner. The City Engineer may recommend, but cannot approve Change Orders resulting in an increase in time of performance or payments due to the Supplier. The City Engineer and Consulting Engineer will make visits to the Project Site and determine if the Work is proceeding in accordance with the Horizon Stacking Rock Plans and this Agreement. The Supplier shall be held strictly to the intent of the Horizon Stacking Rock Plans and this Agreement, including but not limited to, the acceptability of the Stacking Stone. Inspections may be at the factory or quarry of the source of the Stacking Stone supply. The City Engineer shall not be responsible for the transportation/delivery means, controls, techniques, sequences, procedures or safety. D. Supplier may be furnished additional instructions and detailed plans by the City Engineer or Consulting Engineer, as necessary for the supply and delivery of the Stacking Stone. The additional plans and instructions thus supplied shall become a part of the Horizon Stacking Rock Plans for Riverside Horizons and or Contract Documents and the Supplier shall carry out the Work on the Project in accordance with the additional detailed plans and instructions. ARTICLE III CONTRACT AMOUNT A. The parties acknowledge that this is a lump sum project. The lump sum amount shall include, but not be limited to, the cost of freight in delivery, all costs, permit fees, profit, overhead, supervision, labor, materials, equipment, permits, utilities, insurance, bonds, expenses, taxes, transportation, and compensation of every kind related to the Work, and shall be referred to as the "Contract Amount." The Supplier shall deliver to the Project Site the Materials, usable for the purpose intended by this Agreement and as described in the Plans and Stacking Stone Specifications for the Contract Amount. Supplier shall perform all Work necessary to procure 4 and deliver the Materials to the Project Site at the sole cost and expense of the Supplier in accordance with this Agreement. B. Provided the Supplier performs all Work in accordance with the this Agreement and complies fully with each and every obligation of the Supplier under the Contract Documents and pursuant to this Agreement, the City shall pay the Supplier the lump sum Contract Amount of Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00) ( "Contract Amount ") and which shall be reduced to Five Hundred Seventy -nine an 00 /100 Dollars ($579,000.00) upon payment by the City to Pursell for the cost of the Stacking Rock cut as of the date of the execution of this Agreement. The Contract Amount may be further reduced upon agreement of the parties. C. The Contract Amount is based upon the estimated Project quantities of Fifty Six Thousand (56,000) square foot face of Stacking Stone at a unit price of Forty Three Dollars and ($43.00) per ton, or Ten Dollars and 69/100 (10.69) per square foot face, on the estimated Project quantities. Such unit pricing shall only be used for the purpose of calculating any amounts due to the Supplier if the City modifies the Plans resulting in a change ( + / -, deductive or addition) in the amount of Wall to be built pursuant to this Agreement. ARTICLE IV SCOPE OF WORK /SUBMITTALS A. COMMENCEMENT OF WORK ON THE PROJECT. The date of beginning and the time for completion of the Work on the Project are essential conditions of the Contract Documents. The Supplier shall commence performance of the Work on the Project on the date indicated in a written notice that shall be given by the City to the Supplier in substantially the form attached hereto and incorporated herein as Exhibit E ( "Notice to Proceed "). The contract period shall be from the commencement date in the Notice to Proceed through 2014, ( "Contract Period "). B. DELIVERY REQUIREMENTS. Supplier shall comply with the following delivery requirements: 1. Supplier shall deliver Materials to the Project Site. While deliveries will be required to unpaved areas, the Installation Contractor shall make accommodations to ensure adequate access to drop locations. 2. Possession of the Materials along with any associated liability shall transfer at the point of unloading. 3. Supplier shall coordinate delivery with the Installation Contractor who shall offload Material from Supplier and which shall be left at strategic locations around the site to accommodate direct placement of the Materials as directed by the Installation Contractor. 5 4. Installation Contractor anticipates installation of 1,000 square foot face of Stacking Stone retaining wall per day and Supplier shall provide a continuous supply of Stacking Stone on site to accommodate that installation. 5. Supplier shall be prepared to begin deliveries as soon as possible and no later than within 2 weeks of contract award, and shall deliver Materials to the Project Site at the request of the Installation Contractor with 1 weeks' notice and be prepared to run continual deliveries for the duration of the Project. 6. Supplier shall accommodate construction weather delays and shall be responsible for all off -site storage of Materials until delivery may be accepted by Installation Contractor. 7. The hours of delivery shall be in compliance with any and all local ordinances. 8. Supplier shall deliver to site no less than 5 days a week, Mon -Fri from 7:00 a.m. to 3:30 p.m. In case of lost days due to weather, Saturdays shall be used as a makeup day with deliveries continuing from 7:00 a.m. to 3:30 p.m. if weather permits. 9. This Paragraph does not preclude Supplier from working Saturdays, Sundays, holidays, or days of inclement weather. C. SCHEDULE. Promptly after the execution of this Agreement, and in any event before commencing performance of the Work, Supplier shall submit to the City for approval a delivery schedule that specifies the dates on which the Supplier plans to deliver Materials pursuant to paragraph B of this section. Upon the City's written approval of the schedule, Supplier shall comply with it unless directed by the City to do otherwise. With each Application for Payment under Article VI of this Agreement, the Supplier shall submit an updated, current schedule. Neither the original schedule nor any update shall exceed time limits for the entire Project under the Contract Documents. D. TICKET REQUIREMENTS. Upon written notification of the City Engineer, the Supplier shall comply with the following Ticket Requirements. The Supplier's printer shall be capable of keeping and printing cumulative totals for each item number in the contract. The Supplier shall produce a ticket to accompany each truckload and shall be furnished to the City Engineer or his designee. The ticket shall show the following: 1. Gross, tare and net weights (masses) 2. Identification of the vehicle 3. Current date and time 4. City's purchase order number 5. Unique ticket number (may be pre - printed on the ticket) 6 6. Item, Specification Designation and Location E. LIQUIDATED DAMAGES. If the Supplier fails to achieve Substantial Completion of the Work on the Project on or before 2014, the Supplier shall pay the City $250.00 per day, as liquidated damages and not as a penalty, for each calendar day after such date, until Substantial Completion of all the Work is achieved. The Supplier agrees that the sum of $250.00 per day is a fair and reasonable approximation of the actual damages incurred by the City for the Supplier's failure to complete the Project within the time outlined above and that such liquidated damages in this section are not penal in nature but rather the Parties' attempt to fairly quantify the actual damages incurred by or the City for such delays. Recovery of liquidated damages is not the City's exclusive remedy for Supplier's failure to achieve Substantial Completion in accordance with this Agreement. Specifically, but without limitation, the City may exercise any of its default or termination rights under this Agreement under all circumstances described herein, including but not limited to Supplier's failure to achieve Substantial Completion in accordance with Paragraph B above. Supplier shall not be charged with liquidated damages or any excess cost when the delay in completion of the Work is due to unforeseen causes beyond the control and without the fault or negligence of the Supplier, including but not restricted to, acts of God, or the public enemy, acts of another Supplier in the performance of a contract with the City, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and abnormal and unforeseeable weather provided the SUPPLIER has given written notice of such delay to the City within five (5) days of the event causing such delay. F. TIME OF THE ESSENCE. Time is of the essence in the performance of the Work and any other Supplier obligations pursuant to this Agreement. Supplier shall upon commencement of delivery of Materials, work pursuant to paragraph B of this Article and shall work daily to complete the Work on the Project, except for Saturdays, Sundays, holidays, and days of inclement weather unless directed by the Installation Contractor, or the City pursuant to paragraph B of this Article, to do so. This Paragraph does not preclude Supplier from working Saturdays, Sundays, holidays, or days of inclement weather. G. DELAY IN PERFORMANCE. In the event the City Engineer or City Administrator determines that performance of the Work is not progressing as required by the Contract Documents or that the Work is being unnecessarily delayed or the Materials will not be delivered or furnished in accordance with this Agreement, the City Engineer and/or the City Administrator may, in their sole discretion and in addition to any other right or remedy the City may have, require Supplier, at Supplier's sole cost, to accelerate Supplier's progress. Such acceleration shall continue until the delivery of the Materials and completion of the Work complies with the Contract Documents and clearly indicates that all Work will be completed within the Contract Period. H. SUSPENSION OF WORK. The City may suspend the Work on the Project or delivery of Materials or any portion thereof for a period of not more than ninety (90) days or such further time as agreed upon by the Supplier, by written notice to the Supplier which shall fix the date on which Work on the Project shall be resumed. The Supplier will resume the delivery of the Materials on the date so fixed. The Supplier will be allowed an increase in the Contract Amount or an extension of the Contract Period, or both, directly attributable to any suspension. I. PLANS AND SPECIFICATIONS. The intent of the Plans and Specifications is that the Supplier shall furnish all Materials, labor, tools, equipment and transportation necessary for the proper execution of the Work on the Project in accordance with the Contract Documents and all incidental work necessary to complete the delivery of the Materials in an acceptable manner, ready for use, occupancy or operation by the City. In case of conflict between the Plans and the Specifications, the Specifications shall govern. Figure dimensions on the Plans shall govern over general plans. Any discrepancies found between the Plans and Specifications and the site conditions, or any inconsistencies or ambiguities in the Plans or Specifications, shall be immediately reported to the City Engineer in writing, who shall promptly correct such inconsistencies or ambiguities in writing. Material/Work done or delivered by the Supplier after discovery of such discrepancies, inconsistencies or ambiguities shall be done at the Supplier's risk. J. MATERIALS, SERVICES AND FACILITIES. Except as otherwise specifically stated in this Agreement, the Supplier shall provide and pay for all Materials, labor, tools, equipment, water, light, power, transportation, supervision, temporary construction of any nature, and all other services and facilities of any nature whatsoever necessary to execute, complete, and deliver the Materials within the Contract Period. Materials shall be so stored as to insure the preservation of their quality and fitness for the Work on the Project. Stored Materials to be incorporated in the Work shall be located so as to facilitate prompt inspection. Materials shall be in accordance with the Specifications and the samples submitted by the Supplier and approved by the City Engineer. Materials delivered shall be owned by Supplier and not be subject to a chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller. K. INSPECTION AND TESTING OF MATERIALS. All Materials shall be subject to adequate inspection and testing in accordance with generally accepted standards, as required and defined in the Contract Documents. Inspections, tests or approvals by the City Engineer or others shall not relieve the Supplier from the obligation to deliver the Materials in accordance with the requirements of the Contract Documents. In addition, authorized representatives and agents of any participating Federal or State agency shall be permitted to inspect all materials, payrolls, records or personnel, invoices of materials and other relevant data and records. L. CORRECTION OF WORK. The Supplier shall promptly remove from the Project Site all Materials rejected by the City Engineer for failure to comply with the Contract Documents, whether incorporated in the construction or not, and the Supplier shall promptly replace the Materials in accordance with the Contract Documents and without expense to the owner and shall bear the expense of making good all Materials destroyed or damaged by such removal or replacement. All removal and replacement of Materials shall be done at the Supplier's expense. If the Supplier does not take action to remove such rejected Materials within ten (10) days after receipt of written notice, the City may remove such Materials and store the Materials at the expense of the Supplier. M. SUBSTITUTIONS. The Supplier may recommend the substitution of material of 8 equal substance and function for those referred to in the Contract Documents if, in the opinion of the City, such material proposed for substitution, is of equal substance and function to that specified, the City may approve its substitution and use by the Supplier. Any cost differential shall be deductible from the Contract Amount and the Contract Documents shall be appropriately modified by Change Order. The Supplier warrants that if substitutes are approved, no major changes in the function of the Material will result. Incidental changes or extra component parts required to accommodate the substitute will be made by the Supplier without a change in the Contract Amount or Contract Period. N. LANDS & RIGHT OF WAY. Prior to issuance of the Notice to Proceed, the City shall obtain all lands and rights -of -way necessary for the carrying out and completion of Work to be performed pursuant to the Contract Documents, unless otherwise mutually agreed by the Supplier and the City, in writing. The City shall provide to Supplier information which delineates and describes the lands owned and right of way acquired and where to deliver the Materials. O. SURVEYS, PERMITS AND REGULATIONS. Permits and licenses of temporary nature necessary for the supply and delivery of Materials shall be secured and paid for by the Supplier unless otherwise stated in the supplemental general conditions. The Supplier shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the supply of the Materials as specified. If the Supplier observes that the Contract Documents are at variance therewith, the Supplier shall promptly notify the City in writing, and any necessary changes shall be adjusted as provided in Article VII changes in the Work. P. SUPERVISION BY SUPPLIER. The Supplier will employ and maintain a qualified supervisor or superintendent who shall have been designated in writing by the Supplier or the Supplier's representative at the site. The supervisor shall have full authority to act on behalf of the Supplier and all communications given to the supervisor shall be a binding as if given to the Supplier. The supervisor shall be present on the site at all times as required to perform adequate supervision and coordination of the delivery of the Materials. ARTICLE V CONTRACT DOCUMENTS A. The Contract Documents, and any other documents that are attached thereto, incorporated by reference into, or otherwise included in them, and all Change Orders, form the entire agreement between the City and Supplier, are incorporated herein to this Agreement. B. Supplier represents that it has examined and become familiar with the Contract Documents in their entirety, that any and all ambiguities, inconsistencies, and conflicts observed by Supplier have been called to the City's attention in writing and have been resolved in writing to Supplier's satisfaction. Except for actual conflict between provisions in the Contract Documents, making it impossible for Supplier to comply with all provisions of the Contract Documents, the Contract Documents shall be cumulative, and Supplier shall comply with all provisions of all Contract Documents. In case of actual conflict, Supplier shall notify City of the conflict in writing and then shall comply with such provisions of the Contract Documents as City directs. 9 ARTICLE VI PAYMENTS A. Prior to any Material being delivered and Supplier submitting its first application for payment in substantially the form attached hereto and incorporated herein as Exhibit E. Supplier shall provide the City with a schedule of values dividing the Work, and the Contract Amount, into a workable schedule of delivery of Material in a form acceptable to City. B. Supplier shall identify each Subcontractor (if any) and Subsupplier whom Supplier intends to pay from the requested payment and shall state the amount Supplier intends to pay each such Subcontractor and Supplier. An application for payment shall not include a request for payment for any portion of the Materials delivered or furnished by a Subcontractor or Subsupplier if Supplier does not intend to pay such Subcontractor or Subsupplier from such payment, nor shall the Application include a request for payment for any Materials deemed unsatisfactory by the City. Supplier shall include with each application for payment all supporting documentation as City may require. The City shall, within fifteen (15) days, review and approve such Application, or return the Application to the Supplier indicating in writing the reasons for refusing to approve payment. In the latter case, the Supplier may make the necessary corrections and resubmit the Application. Within fifteen (15) days of its receipt of payment from the City, Supplier shall pay all Subcontractors and Subsupplier's to whom payment is owed from the amount paid to Supplier. Upon notification by the City Engineer or City Administrator, the Supplier shall provide any and all lien waivers to the City. C. All payments pursuant to this Agreement shall be made only upon the approval of the City Engineer and City Administrator. The City Engineer shall review each application for payment and certify for payment such amounts as the City Engineer determines are due Supplier. D. Neither the City Administrator's, nor Consulting Engineer's approval certificate nor payment made to the Supplier shall constitute acceptance of any part of the Materials. The Supplier shall remain obligated to delivery Materials in accordance with the Contract Documents. E. With each Application, the Supplier shall submit a signed certificate of receipt of prior payments and release of claims and rights in connection with prior payments, in a form approved by the City. The City may, at its option, also require a similar receipt and release of claims and rights from each Subcontractor or Subsupplier performing any Work or supplying Materials, prior to making any payment to the Supplier. The Subcontractors' and the Subsupplier's receipts and releases shall be in a form approved by the City and shall indicate that (except for retainage) all debts for Materials supplied included on any previous payment application to the City from the Supplier have been satisfied and that the Subcontractor or the Supplier waives and releases any and all claims or rights in connection therewith. F. The Supplier shall not be entitled to final payment for the Materials until the Supplier submits an application for final payment, all requirements of the Contract Documents are complied with, and the Consulting Engineer issues his or her certificate to that effect. The io Consulting Engineer's Certificate of Acceptance will be on substantially the same form as attached hereto as Exhibit H. The City, within thirty (30) days after the delivery of Consulting Engineer's certificate, shall pay the Supplier all remaining funds which the Supplier is due under this Agreement. G. Acceptance of final payment by the Supplier shall release the City from all further obligations to the Supplier, except as to such amounts, if any, the Supplier has identified in its application for final payment as claimed by the Supplier. All claims not identified in the application for final payment are waived. Any payment, however final or otherwise, shall not release the Supplier from any obligations under the Contract Documents. H. The City may withhold final or any other payment to the Supplier on any reasonable basis, including but not limited to the following: 1. Unsatisfactory job progress; 2. Defective Materials (not conforming with specifications); 3. Failure to make payments to subcontractors; 4. Damage by the Supplier or subcontractors, to property of the City or others; 5. The Supplier's breach of this Agreement; or 6. The Supplier's failure to provide requested documentation. I. The Supplier shall, at the request of the City, furnish satisfactory evidence that all obligations to Subcontractors or Subsupplier have been paid, discharged or waived. If the Supplier does not pay Subcontractors for labor and/or material properly provided, the City may, but shall not be required to, pay Subcontractors directly. Any payments made to subcontractors shall be charged against the Contract Amount. The City shall not be liable to the Supplier for any such payments made in good faith. This provision shall not confer any right upon any Subcontractor to seek payment directly from the City. J. Notwithstanding any other provision for payment contained herein, in the event the Missouri Department of Labor and Industrial Relations has determined that a violation of Section 292.675 RSMo has occurred and that a penalty shall be assessed, the City shall withhold and retain all sums and amounts due and owning when making payments to the Supplier under this Contract. ARTICLE VII CHANGES /CLAIMS A. The City, without invalidating this Agreement, may at any time and without notice to any surety, order additions to, deletions from, or other changes to the Work/Material. Upon receipt of such an order, in writing, the Supplier shall proceed as and when directed in the order. The Supplier shall not proceed with any addition, deletion, or other change without a written order. No oral direction or order shall constitute authority for the Supplier to proceed with any addition, deletion, or other change. If the Supplier undertakes any addition, deletion, or other 11 change without a written order from City, the Supplier shall not be entitled to any increase in the Contract Amount or the Contract Period, and the Supplier shall be solely and completely responsible for the acceptability to the City of the addition, deletion, or other change. B. If a change to the Work or Material causes a net increase or decrease in the cost of the Supplier's performance, the Contract Amount shall be increased or decreased by application of such unit prices to the quantities of the items involved or by a lump sum as to which the Supplier and the City mutually agree prior to the commencement of performance of the change follows: C. If a change to the Work causes an increase or decrease in the time required for the Supplier's performance, an equitable adjustment to the Contract Period shall be made. D. A change in the Contract Amount or the Contract Period shall be accomplished only by written Change Order, which shall state the increase or decrease, if any, in the Contract Amount or the Contract Period. No course of conduct or dealings between the Parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that City has been unjustly enriched by any alteration or addition to the Work, whether or not there is, in fact, any such enrichment, shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in the Contract Period. E. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including but not limited to all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and Contract Period. F. If the Supplier is delayed or interfered with at any time in the commencement or prosecution of the Work by an act or neglect of the City, an employee, officer, or an architect or engineer or separate supplier engaged by or on behalf of the City, or by changes ordered in the Work, an act of God, fire, or other cause over which the Supplier has no control and that the Supplier could not reasonably anticipate, the Contract Period shall be equitably extended in writing upon mutual agreement of the Parties, provided that the Supplier gives notice as provided for in Section VII.G below. G. Any claim by the Supplier for additional time or money for the performance of the Work, including but not limited to any claim based on or arising out of an addition to, deletion from, or other change to the Work and/or delay to or interference with commencement or prosecution of any of the Work, shall be submitted in writing to the City Engineer within five (5) working days of the beginning of the event for which the claim is made or on which it is based. If any claim is not submitted within the five -day period, it shall be deemed waived. H. No change or claim, nor any delay or dispute concerning the determination of any increase or decrease in the amount of time and money for the performance of the Work, shall excuse the Supplier from proceeding with prosecution of the Work, including any Work as changed. 12 ARTICLE VIII INSURANCE A. The Supplier shall, at all times during the performance of any of the Work, maintain not less than the following insurance coverages and amounts: 1. COMMERCIAL GENERAL LIABILITY — The Supplier shall provide coverage for the Supplier, the City, its employees and officers, the Industrial Development Authority of the City of Riverside, Missouri, its employees and officers against claims for damage to property and/or illness of, injury to, or death of any person or persons related to or arising out of the Work. Such coverage shall name the City of Riverside, its employees and officers, the Industrial Development Authority of the City of Riverside, Missouri, its employees and officers as an additional insured and have not less than the following limits: a. Each occurrence: Not less $2,700,000.00 b. General aggregate: Not less $2,700,000.00 c. The following coverage shall be included: • Blanket contractual liability • Explosion, Collapse, and Underground Damage Section A.1. of this Section may be satisfied by the Supplier through a combination of the Supplier's existing Commercial General Liability coverage and "Umbrella" coverage both designating the City as an insured, 2. OWNERS PROTECTIVE LIABILITY — The Supplier shall purchase, maintain and deliver to the City for operations of the Supplier of any subcontractor in connection with execution of the agreement Owner's Protective Liability insurance in the same minimum amounts as required for Commercial General Liability Insurance above. 3. AUTOMOBILE LIABILITY — The Supplier shall provide coverage for the Supplier, the City, its employees and officers, the Industrial Development Authority of the City of Riverside, Missouri, its employees and officers against claims for bodily injury and/or property damage arising out of the ownership or use of any owned, hired, and/or non -owned vehicle and shall include protection for any auto, or all owned autos, hired autos, and non - owned autos. The coverage shall have not less than a combined single limit of $2,700,000.00 for each accident. 4. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY - This insurance shall protect the Supplier against all claims under applicable state workers' compensation laws. The Supplier also shall be protected through 13 employer's liability coverage against claims for injury, disease, or death of employees which, for any reason, may not fall within the provisions of a workers' compensation law. The limits shall not be less than the following: a. Workers' Compensation Statutory b. Employer's Liability: • Bodily injury by accident $1,000,000.00 • Bodily injury by disease $500,000.00 each employee B. All insurance shall be written by an insurer or insurers acceptable to the City and with a minimum financial rating not lower than "A -" in Best's Insurance Guide, latest edition. All insurance shall be written on an occurrence basis, and all aggregate limits shall apply in total to the Work only. Each policy providing general liability coverage or automobile liability coverage (including any umbrella or excess policy that provides any required general or automobile liability coverage) shall provide contractual liability coverage for all indemnity obligations of the Supplier under the Contract Documents. Each policy providing general liability or automobile liability coverage (including any umbrella or excess policy that provides any required general or automobile liability coverage) shall, in form satisfactory to the City, (1) name as additional insured the City, its employees, officers, and agents, and any architects, engineers, or other design professionals engaged by or on behalf of the City, (2) name as additional insured the Industrial Development Authority of The City of Riverside, Missouri, its employees and officers, and (3) provide that it is primary to any other insurance maintained by any additional insureds, which other insurance shall be excess or contingent. C. All policies and certificates of insurance shall provide no less than thirty (30) days' prior written notice to the City in the event of cancellation, expiration, non - renewal, alteration, or reduction (including but not limited to reduction by paid claims) of coverage or limits contained in the policy or evidenced by the certificate of insurance. The Supplier shall furnish the City a certificate or certificates and copies of policies, all satisfactory to the City, evidencing that the Supplier has all the required insurance and is in compliance with this Article. The certificate or certificates and copies of policies shall be delivered to the City's designated representative not less than seven (7) days before the Supplier first performs any of the Work. All policies except Workers' Compensation and Employer's Liability shall contain a waiver of subrogation in favor of the City, its employees, officers, and agents, and architects, engineers, or other design professionals engaged by or on behalf of the City and Industrial Development Authority of City of Riverside, Missouri. D. The Supplier also shall maintain any additional insurance coverages and any higher limits provided for elsewhere in the Contract Documents and shall furnish the City any additional insurance documentation provided for elsewhere in the Contract Documents. E. If any part of the Work is subcontracted, each Subcontractor, or the supplier on behalf of the Subcontractor, shall maintain liability and worker's compensation insurance coverages and amounts satisfying all the requirements of this Article. Certificates and copies of policies, satisfactory to the City, evidencing the required insurance and compliance with this 19 Article shall be delivered to City Engineer not less than seven (7) days before the Subcontractor first performs any of the Work or delivers Materials. F. If the Supplier is a transient employer as defined in Section 285.230 RSMo, the Supplier must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) the notice of registration for employer withholding issued to such transient employer by the Director of Revenue; (2) proof of coverage for workers' compensation insurance or self - insurance signed by the transient employer and verified by the Department of Revenue through the records of the Division of Workers' Compensation; and (3) the notice of registration for unemployment insurance issued to such transient employer by the Division of Employment Security. Any transient employer failing to comply with these requirements shall, under Section 285.234 RSMo be liable for a penalty of $500 per day until the notice required by this Paragraph are posted as required by law. ARTICLE IX INDEMNITY A. To the fullest extent permitted by law, the Supplier shall defend, indemnify, and hold harmless the City, its employees, officers, and agents, and any architects, engineers, or other design professionals engaged by or on behalf of the City and the Industrial Development Authority of the City of Riverside, Missouri, their officers and employees, from and against claims, damages, losses, and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that such claim, damage, loss, or expenses is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused or allegedly caused by the negligent or willful acts or omissions of the Supplier, a Subcontractor, or Subsupplier, or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. This obligation is not intended to, and shall not, negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person as set forth in this Agreement. B. In claims against any person or entity indemnified herein by an employee of the Supplier, a Subcontractor or the Subsupplier, or anyone directly or indirectly employed by them or for whose acts they may be liable, the indemnification obligation shall not be limited by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Supplier or a Subcontractor or the Subsupplier under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE XI COVENANT AGAINST LOBBYING AND UNDUE INFLUENCE A. The Supplier represents and warrants that it has not employed or retained any the Supplier or person, other than a bona fide employee working for the Supplier, to solicit or secure this Agreement, and that it has not paid or agreed to pay any the Supplier or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other 15 consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to void this Agreement without liability and, in its discretion, to deduct from the Contract Amount, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. B. The Supplier represents and warrants that no payments have been or shall be made, directly or indirectly, by or on behalf of the Supplier to or for the benefit of any officer, employee, or agent of City who may reasonably be expected to influence the decision to requisition issue or take any action with respect to this Agreement. The Supplier shall allow a mutually agreeable nationally recognized certified public accounting firm to examine, at the City's expense, such of the Supplier's books and records as may be necessary, in the accountant's reasonable opinion, to verify the Supplier's compliance with this Article. C. No official of the City who is authorized in such capacity and on behalf of the City to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any architectural, engineering, inspection, construction, or material supply contract or any subcontract in connection with this Project, shall become directly or indirectly interested personally in this Agreement or in any part hereof. No officer, employee, architect, attorney, engineer, or inspector of or for the owner who is authorized in such capacity and on behalf of the City to exercise any legislative, executive, supervisory, or other similar functions in connection with the construction of the project, shall become directly or indirectly interested personally in this Agreement or in any part thereof, any material supply contract, subcontract, insurance contract, or any other contract pertaining to the Project. ARTICLE XII RECORDS REGARDING PAYMENT For a period of at least two (2) years after final payment to the Supplier, the Supplier shall maintain, in accordance with generally accepted accounting principles, such records as are necessary to substantiate that all Applications for Payment hereunder were valid and properly chargeable to the City. For lump sum contract Work, the records shall demonstrate that the City was billed at appropriate times for proper percentages of completion and for payments to Subcontractors and the Subsuppliers. For any Work, including extra Work, not charged on a lump sum basis, the records to be maintained hereunder include but are not limited to all contracts, subcontracts, material bills, correspondence, accounting records, time sheets, payroll records, canceled checks, orders, and invoices pertaining to the City's account. The City's representative shall, upon reasonable prior notice to the Supplier, be given the opportunity to audit these records at any time during normal business hours to verify the accuracy of the Supplier's invoices and charges. ARTICLE XIII NOTICES A. The following persons are designated by the Parties to act on behalf of such party and to receive all written notices and Payment Applications: 16 For the City: Travis Hoover, City Engineer 2950 N.W. Vivion Road Riverside, MO 64150 Telephone (816) 372 -9004 For the Supplier: B. Any notice required by the Contract Documents to be given in writing or that either the City or the Supplier wishes to give to the other in writing shall be signed by or on behalf of the party giving notice. The notice shall be deemed to have been completed when sent by certified or registered mail to the other party at the address set forth herein, or delivered in person to said party or their authorized representative. C. The Supplier's designated representative shall be available to meet with the City at any time during the performance of the Work and shall have full authority to act on the Supplier's behalf on any matter related to this Agreement and/or the Work. ARTICLE XIV DEFAULT AND TERMINATION A. If the Supplier fails to comply, becomes unable to comply, or with reasonable probability (as determined solely by the City) will become unable to comply with any of the Supplier's obligations pursuant to this Agreement, including but not limited to (1) failure at any time to furnish sufficient labor or supervision, sufficient materials or services (including but not limited to insurance) complying with this Agreement, or sufficient or properly operating tools, equipment, or other items necessary for the performance of the Work, (2) failure in any respect to prosecute the Work with promptness and diligence, (3) causing any stoppage of, delay in, or interference with any work of the City or any others on the Project, (4) abandonment by the Supplier of all or any part of the Work, or (5) bankruptcy, insolvency or general assignment for the benefit of creditors by the Supplier, the Supplier shall be in default, and if the default is not corrected to the City's satisfaction within seventy -two (72) hours of delivery of a written notice to the Supplier to correct such default, the City may, in addition to any other right or remedy the City may have, terminate the services of the Supplier and take possession of all materials. In such case the Supplier shall not be entitled to receive any further payment until the Work and Materials are delivered. If such costs exceed the unpaid balance due to the Supplier, the Supplier will pay the difference to the City B. If City exercises its right to take over and complete any part or all of the Work, the City and its designees shall have access to and may take possession of the Supplier's materials, tools, equipment, and other items at the Project site, en route to the Project site, or in storage or being manufactured or fabricated away from the Project site, as may be necessary to prosecute the Work taken over by the City and may employ the Supplier's employees or former employees, all without any liability to the Supplier. 17 C. The Supplier shall be liable for and shall pay to the City all costs and expenses of whatsoever nature incurred by the City as a result of any default by the Supplier, including but not limited to the cost of labor, supervision, materials, tools, equipment, services, overhead, travel, and legal and accounting fees. The Supplier also shall be liable for and shall pay to the City all charges, liabilities, fines, penalties, losses, damages, and claims sustained by or assessed against the City as a result of any delay or disruption resulting from any default by the Supplier. The total amount of such costs, expenses, charges, liabilities, fines, penalties, losses, damages, and claims may be deducted by the City from the amount, if any, otherwise due the Supplier, and the Supplier shall pay the City the full amount of any excess of such total over the amount otherwise due the Supplier. D. No right or remedy conferred upon or reserved to the City by this Agreement is exclusive of any other right or remedy provided or permitted in this Agreement or by law or equity, but each right or remedy is cumulative of every other right or remedy, and every right or remedy may be enforced concurrently or from time to time. No exercise by the City of any right or remedy shall relieve the Supplier from full and absolute responsibility for all of the Supplier's obligations under the this Agreement. E. No failure or delay of the City to give notice to correct any default of the Supplier or to exercise any of the City's rights or remedies shall waive or excuse the default, and the City shall remain free to pursue all rights and remedies. No failure of the City to insist, in any one or more instances, upon the performance of any of the Supplier's obligations under this Agreement shall be deemed or construed as a waiver or relinquishment of the City's right to insist upon strict performance of the obligation in any future instance. F. If through no act or fault of the Supplier, the Work is suspended for a period of more than ninety (90) days by the City or under an order of court or other public authority, or the City fails to act on any request for payment within thirty (30) days after it is submitted, or the City fails to pay the Supplier substantially the sum approved by the Engineer and Administrator, then the Supplier may after ten (10) days from delivery of written notice to the City to terminate the Agreement and recover from the City payment for all work executed. G. The City, without terminating the service of the Supplier or written notice to the Surety, through the City Engineer may withhold, without prejudice to the rights of the City under the terms of this Agreement, or on account of subsequently discovered evidence, nullify the whole or part of any approved partial payment estimate to such extent as may be necessary to protect the City from loss on account of (1) defective work not remedied, (2) claims filed or reasonable evidence indicating probably filing of claims, (3) failure of the Supplier to make payments property to Subcontractors or for material or labor, (4) a reasonable doubt that the Work can be completed for the balance then unpaid, (5) damages to another Supplier, or (6) performance of work in violation of the terms of the Contract Documents. 18 ARTICLE XV TERMINATION FOR CONVENIENCE Notwithstanding anything contained herein to the contrary, the City may, at any time, for any reason, and without the Supplier's being in default, terminate the Supplier's performance of any part or all of the Work for the City's own convenience by giving written notice to the Supplier. Upon receipt of notice of termination for City's convenience, the Supplier shall, to the extent directed by the City, stop work and delivery of the Materials. The City shall pay the Supplier, in accordance with this Agreement, for only so much of the Materials as actually delivered as of the termination for convenience. The City shall not be obligated to the Supplier for any further payment, including but not limited to prospective overhead or profit on unperformed work. If a termination by the City of the Supplier's right to proceed on the ground of default by the Supplier is determined later to have been improper, the termination automatically shall be converted to a termination for the City's convenience, and the City's obligation to the Supplier shall be limited to payment to the Supplier as provided in this Article. ARTICLE XVI COMPLIANCE WITH LAWS A. The Supplier shall comply strictly with all federal, state, and local laws, ordinances, rules, regulations, orders, and the like applicable to the Work, including, but not limited to any applicable prompt payment laws and all U.S. Army Corps of Engineers guidelines, rules, regulations, and criteria for work within or adjacent to a flood control project area. The Supplier shall secure all permits from public and private sources necessary for the fulfillment of the Supplier's obligations under this Agreement. B. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. ARTICLE XVII LABOR STANDARDS PROVISIONS A. EXCESSIVE UNEMPLOYMENT. During periods of excessive unemployment (any month immediately following two consecutive calendar months during which the level of unemployment in the state has exceeded five percent (5 %) as measured by the United States Bureau of Labor Statistics) only Missouri labors (persons who have resided in Missouri for at least thirty days and intend to become or remain Missouri residents) and laborers from non- restrictive states (persons who are residents of a state which has not enacted state laws restricting Missouri laborers from working on public works projects in that state, as determined by the Labor and Industrial Relations Commission), may be employed under this Agreement, except that other laborers may be used when Missouri laborers or laborers from nonrestrictive states are not available, or are incapable of performing the particular type of work involved, if so certified by the Supplier and approved by the City. 19 B. UNDERPAYMENT OF WAGES. In case of underpayment of wages by the Supplier or by any subcontractors to employees employed by the Supplier or subcontractors upon the Materials /Work covered by this Agreement, the City, in addition to such other rights as may be afforded it under this Agreement shall withhold from the Supplier, out of any payments due the Supplier, so much thereof as the City may consider necessary to pay such employees the full amount of wages required by this Agreement. The amount so withheld may be disbursed by the City, for and on account of the Supplier or the subcontractor (as may be appropriate), to the respective employees to whom the same is due or on their behalf to plans, funds, or programs for any type of fringe benefit prescribed in the applicable wage determination. C. LIMITATIONS ON EMPLOYMENT. No person under the age of sixteen (16) years and no person who, at the time, is serving sentence in a penal or correctional institution shall be employed on the work covered by this Agreement. ARTICLE XVIII EQUAL EMPLOYMENT OPPORTUNITY The Supplier will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Supplier will take affirmative action to ensure that applicants and employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. ARTICLE XIX SUBCONTRACTS, ASSIGNMENT, OR TRANSFER A. Except with the prior written consent of the City, the Supplier shall not assign this Agreement or any money due or to become due the Supplier or issue a subcontract or purchase order to any person or entity for any or all of the Work. The City's consent to any assignment, subcontract, or purchase order shall not relieve the Supplier from any obligation pursuant to this Agreement, nor shall it create any obligation from the City to any assignee, subcontractor, or vendor. B. Each subcontract or purchase order issued by the Supplier for any of the Work/Materials shall be in writing and shall provide that the City is an intended third -party beneficiary of the subcontract or purchase order. C. The Supplier shall be fully responsible to the City for the acts and omissions of its Subcontractors, and of person either directly or indirectly employed by them, as the Supplier is for the acts and omissions of person directly employed by it. D. The Supplier shall cause appropriate provisions to be inserted in all subcontracts relative to the work to bind Subcontractors or Subsuppliers to the Supplier by the terms of the this Agreement insofar as applicable to the work of subcontractors and give the Supplier the same power as regards terminating any subcontract that the City may exercise over the Supplier 20 under any provision of the Contract Documents. Nothing contained in this contract shall create any contractual relation between any subcontractor and the City. E. Each subcontract or purchase order issued by the Supplier for any of the Work/Materials shall provide that it is freely assignable by the Supplier to the City. The Supplier hereby assigns to the City all its interest in any present or future subcontract or purchase order issued by the Supplier for any or all of the Work. This assignment shall be effective upon acceptance by the City in writing and only as to the specific subcontract(s) and/or purchase order(s) that the City designates in the writing. This assignment may be accepted by the City at any time, whether before or after final payment to the Supplier, and may not be withdrawn by the Supplier without the City's written consent. ARTICLE XX SEPARATE CONTRACTS A. The City reserves the right to let other contracts in connection with, or related to, this Project. The Supplier shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate the work with theirs. ARTICLE XXI ACCESS TO SITE /CLEANING UP A. Representatives of the City may inspect or review any Work/Materials performed by the Supplier, and consult with the Supplier, at any time. The City's inspections or reviews shall not constitute acceptance or approval of Work unless specifically stated in writing. The Supplier shall meet with the City at its request. ARTICLE XXII COMPETENCE The Supplier represents and warrants that it maintains all necessary licenses, registration, competence, and experience to perform all the Work and deliver the Materials to the Project Site. ARTICLE XXIII WARRANTY A. The Supplier shall exercise high professional skill, care, and diligence in the performance of the Work, and shall carry out its responsibilities in accordance with customarily accepted good professional practices. The Supplier warrants and guarantees that the Materials conform to the Plans and Specifications. The Supplier shall promptly make such corrections as may be necessary be reason of such defects in the Materials at its own expense. The City will give notice of observed defects with reasonable promptness. In the event that the Supplier fails to make such repairs, adjustments or other work that may be necessary by such defects, the City may do so and charge the Supplier the cost thereby incurred. In emergency where, in the judgment of the City delay would cause serious loss or damage, repairs and replacement of defects in the work and damage caused by defects may be made without notice being sent to the 21 Supplier, and the Supplier shall pay the cost thereof. Neither final payment, nor the Engineer's Final Certificate, nor any other provision in this Agreement shall affect the Supplier's obligation to complete the Work and deliver the Materials free of defects. B. The Supplier shall remain solely responsible for the performance of the Work as required by this Agreement, notwithstanding any suggestions or observations made by another person or entity with respect to the Work. C. This Article does not establish a period of limitation with respect to any obligation of the Supplier pursuant to this Agreement, and does not limit the time allowed by law for any action for breach of such obligation. ARTICLE XXIV TAXES A Missouri Sales Tax Project Exemption Certificate (Missouri Department of Revenue Form 5060) will be provided by City for the purchase of any materials or personal property incorporated into or consumed in the Project, pursuant to RSMo 144.062. The Supplier will pay all other sales, consumer, use and other similar taxes required by the State of Missouri or other taxing jurisdiction. ARTICLE XXV SAFETY A. The Supplier shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with performance of the Work and shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to (1) employees and other persons at the Project site or who may be affected by the Work, (2) materials and equipment stored at on -site or off -site locations for use in performance of the Work, and (3) other property at the Project site or in its vicinity, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. B. The Supplier shall give notices required by and comply strictly with applicable laws, ordinances, rules, regulations, orders, and the like bearing on safety of persons or property or their protection from damage, injury, or loss. The Supplier will erect and maintain, as required by the conditions and progress of the work, all necessary safeguards for safety and protections. The Supplier will notify owners of adjacent utilities when prosecution of the Work may affect them. The Supplier will remedy all damage, injury or loss to any property caused directly or indirectly, in whole or part, by the Supplier, any subcontractor or anyone directly or indirectly employed by any of them or anyone whose acts any of them may be liable. C. The Supplier shall exercise proper precaution at all times for the protection of persons and property and shall be responsible for all damages to persons or property, either on or off the site, which occur as a result of his prosecution of the work or delivery of the Materials. The safety provisions of applicable laws and building and construction codes shall be observed 22 and the Supplier shall take or cause to be taken, such additional safety and health measures as the City may determine to be reasonably necessary. D. If the City deems any part of the Work or delivery of the Materials unsafe, the City, without assuming responsibility for the Supplier's safety program, may require the Supplier to stop performance of the Work or take corrective measures satisfactory to the City or both. If the Supplier does not adopt corrective measures, the City may perform them or have them performed and deduct their cost from the Contract Amount. The Supplier shall make no claim for damages, for an increase in the Contract Amount, or for a change in the time for performance of the Work based on the Supplier's compliance with the City's reasonable request. ARTICLE XXVI AUTHORIZED EMPLOYEES The Supplier acknowledges that Section 285.530 RSMo prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. The Supplier therefore covenants that it is not knowingly in violation of subsection 1 of Section 285.530 RSMo, and that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform work on the Project, and that its employees are lawfully eligible to work in the United States. ARTICLE XXVII INDEPENDENT SUPPLIER The Supplier is an independent Supplier, and neither the Supplier, Subcontractors, Subsuppliers, employees, or agents shall be deemed an employee or agent of the City for any purpose. ARTICLE XXVIII CONFLICT The Supplier shall promptly upon discovery notify the City of any conflict, ambiguity or inconsistency in this Agreement, or between any Contract Document and actual field conditions, and the City shall resolve such conflict, ambiguity or inconsistency in its sole discretion. ARTICLE XXIX PERFORMANCE AND PAYMENT BONDS Prior to the Execution of this Agreement, or at a time designated by the City Administrator, upon written notification by the City Engineer or City Administrator, the Supplier shall furnish the City with a Performance Bond and Payment Bond in substantially the same forms as those set forth in Exhibits A and B in an amount at least equal to one hundred percent (100 %) of the contract price, conditioned upon the performance by the Supplier all undertakings, covenants, terms, conditions of this Agreement, and upon the prompt payment by the Supplier to all persons supplying labor and materials in the prosecution of the work provided by the Contract 23 Documents. Such bonds shall be executed by the Supplier and a corporate bonding company licensed to transact such business in the state in which the work is to be performed and named on the current list of "Surety Companies Acceptable on Federal Bonds" as published in the Treasury Department Circular Number 570 and shall have a rating of at least "A -" from A.M. Best's. The expense of these bonds shall be borne by the Supplier. If at any time a surety on any such bond is declared a bankrupt or loses its right to do business the state in which the work is to be performed or is removed from the list of Surety Companies accepted on Federal Bonds, the Supplier shall within ten (10) days after notice from the City to do so, substitute an acceptable bond (or bonds) in such form and sum and signed by such other surety or sureties as may be satisfactory to the City. The premiums on such bond shall be paid by the Supplier. No further payment shall be deemed due nor shall payment be made to the Supplier until the new surety or sureties shall have furnished an acceptable bond to the City. ARTICLE XXX SEVERABILITY Should any specific provision of this Agreement or other Contract Documents be found to be unenforceable, the remaining provisions shall remain in full force and effect. ARTICLE XXXI NO PRESUMPTION AGAINST THE DRAFTER No presumption or inference against the City shall be made because of the City's preparation of this Agreement or other Contract Documents. ARTICLE XXXII DISPUTES /ATTORNEY FEES A. If a dispute arises out of or relates to this Agreement or other Contract Documents, or the breach thereof, and if the dispute cannot be resolved through negotiation, the City and the Supplier shall first try in good faith to resolve the dispute by mediation before resorting to litigation. Unless the City and the Supplier agree otherwise, the mediation shall be administered by the American Arbitration Association under its Construction Industry Mediation Rules. B. In the event of litigation between the Supplier and the City concerning this Agreement or other Contract Documents, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees, costs, and expenses arising from such litigation. ARTICLE XXXIII TITLES The titles given to the Articles in this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. Specifically, but without limitation, the titles shall not define or limit any of the provisions of any of the Articles. 24 ARTICLE XXXIV PROVISIONS REQUIRED BY LAW DEEMED INSERTED Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and this Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party this Agreement shall forthwith be physically amended to make such insertion or correction. All such laws, orders and regulations applicable to the Project are made a part hereof by reference. ARTICLE XXXV THIRD PARTY BENEFICIARY The Supplier expressly acknowledges The Industrial Development Authority of the City of Riverside, Missouri is a third party beneficiary under this Agreement and all other Contract Documents. The Industrial Development Authority of the City of Riverside, Missouri shall have the right to enforce the provisions of this Agreement or seek any remedies available against the Supplier and any and all Subcontractors should any party fail to comply with the terms hereof. Except as set forth in this Article, this Agreement does not and is not intended to confer any rights or remedies upon any person other than expressly stated herein. The Supplier shall not have any rights against The Industrial Development Authority of the City of Riverside, Missouri. ARTICLE XXXVI ENTIRE AGREEMENT This Agreement and the Contract Documents constitute the entire agreement between the parties with respect to their subject matter. Any prior agreements, understandings, or other matters, whether oral or written, are of no further force or effect. Subject to Article VII of this Agreement, this Agreement and any other Contract Document may be amended, changed, or supplemented only by written agreement executed by both of the parties. THIS AGREEMENT shall be binding on the parties only after it has been duly executed by City and the Supplier. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 25 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. APPROVED AS TO FORM: ATTORNEY: By: Attorney, COUNTERSIGNED BY: CITY ADMINISTRATOR: By: Gregory P. Mills City Administrator CITY OF RIVERSIDE: By: Kathleen L. Rose, Mayor ATTEST: Robin Littrell, City Clerk DAMON PURSELL CONSTRUCTION COMPANY — SUPPLIER: By: (Signature) Printed Name: Title: ATTEST: SECRETARY, (Name Printed) 26 EXHIBIT A PERFORMANCE BOND FOR THE FAITHFUL PERFORMANCE of each of the terms and stipulations of the AGREEMENT between the CITY OF RIVERSIDE and DAMON PURSELL CONSTRUCTION, for construction of HORIZONS PHASE I — STACKING ROCK PROJECT (607 -006), dated , 2014, designated Ordinance No. , in every particular, Damon Purcell Construction as Principal, and , as Surety, hereby firmly bind themselves and their respective heirs, executors, administrators, successors, and assigns, jointly and severally, unto the City of Riverside, Missouri, ( "City") in the total aggregate penal sum of Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00) lawful money of the United States, by these presents: THE CONDITION OF THIS OBLIGATION is such that in the event Principal shall faithfully and properly complete the Work required by the Contract Documents described in the Agreement and perform all of its duties, obligations, covenants, and conditions pursuant to the terms of the Contract Documents during the original term thereof, and any extensions thereof which may be granted by the City, including, without limitation, all warranty obligations and duties and if the Principal shall satisfy all claims and demands incurred under such Agreement, and shall fully indemnify and hold harmless the City from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the City for all outlay and expense which the City may incur in making good any default, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED FURTHER, Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work or to the specifications. PROVIDED FURTHER, that it is expressly agreed that the bond shall be deemed amended automatically and immediately, without formal and separate amendments hereto, upon amendment to the Agreement not increasing the Agreement price more than twenty percent (20 %), so as to bind the Principal and the Surety to the full and faithful performance of the Agreement as so amended. The term "Amendment ", wherever used in this bond, and whether referring to this bond or the Agreement, shall include any alteration, addition, extension, or modification of any character whatsoever. 27 IN WITNESS WHEREOF, the Parties have caused this Performance Bond to be executed for the benefit of the City this day of , 2014. DAMON PURSELL CONSTRUCTION COMPANY AS PRINCIPAL By: (Signature) Printed Name: Title: I hereby certify that (1) I have authority to execute this document on behalf of Surety; (2) Surety has an A.M. Best rating of A+ or better; (3) Surety is named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and Acceptable Reinsuring Companies: as published in Circular 570 (most current revision) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury; and (4) Surety is duly licensed to issue bonds in the State of Missouri and in the jurisdiction in which the Project is located. SURETY By: (Signature) Printed Name: Title: Note: • Date of Bond must NOT BE PRIOR TO DATE OF AGREEMENT. SURETY POWER OF ATTORNEY MUST BE ATTACHED The Performance Bond above is accepted by the City this day of , 2014. CITY OF RIVERSIDE MISSOURI: By: Gregory P. Mills City Administrator 28 EXHIBIT B PAYMENT BOND KNOW ALL PERSONS BY THESE PRESENTS: that DAMON PURSELL CONSTRUCTION COMPANY, a Missouri corporation, hereinafter called Principal, and , hereinafter called Surety, are held and firmly bound unto the CITY OF RIVERSIDE, MISSOURI ( "City "), and unto all persons, firms and corporations who or which may furnish labor, or who furnish materials to perform as described under the Agreement and Contract Documents more fully described below and to their successors and assigns in the total aggregate penal sum of Five Hundred Ninety -nine Thousand and 00 /100 Dollars ($599,000.00) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that WHEREAS, the Principal entered into a certain Agreement with the City, dated the day of , 2014, for the supply and delivery of Stacking Stone for the HORIZONS PHASE I — STACKING ROCK PROJECT (Project No. 607 -006) approved by Ordinance No. Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work to be performed thereunder shall in any wise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work. DAMON PURSELL CONSTRUCTION COMPANY By: (Signature) Printed Name: Title: 29 I hereby certify that (1) I have authority to execute this document on behalf of Surety; (2) Surety has an A.M. Best rating of A+ or better; (3) Surety is named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and Acceptable Reinsuring Companies: as published in Circular 570 (most current revision) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury; and (4) Surety is duly licensed to issue bonds in the State of Missouri and in the jurisdiction in which the Project is located. SURETY By: (Signature) Printed Name: Title: Note: • Date of Bond must NOT BE PRIOR TO DATE OF AGREEMENT SURETY POWER OF ATTORNEY MUST BE ATTACHED The Payment Bond above is accepted by the City this day of , 2014. CITY OF RIVERSIDE MISSOURI: By: Gregory P. Mills City Administrator 30 EXHIBIT C STACKING ROCK PLANS STACKING STONE SPECIFICATIONS HORIZONS PHASE I — STACKING ROCK PROJECT (Proiect No. 607 -006) Specifications for Stacking Rock: The Supplier shall provide the City with Stacking Rock in accordance with the Specifications below and shall perform all work pursuant to the Plans and this Agreement: Stacking Stone Specifications: a. Dry Stack Quarry Block Stone b. Natural ledge — 14" thick avg. c. Avg. length — 4' to 6' d. Min. compressive strength — 10,000 psi e. ASTM C -97 Absorption — 6% max f. ASTM D -5312 Durability — 10% max loss (20 cycles) g. For use around lakes and canals h. The Supplier shall submit material specifications with bid and shall include the following details: average dimensions, density, and source location information i. Approximately 56,000 Square Foot Face of Stacking Rock PRODUCT VIEWING SUPPLIER shall provide location and source of Stacking Rock within their bid. The SUPPLIER shall understand and agree that at the sole discretion of the City, City may conduct a product viewing prior to award. The City Administrator and any staff with delegated responsibility have the authority to reject product if the quality appears less than that meeting the listed requirements. Test/sampling will be ordered right away to determine load quality and compliance with Specifications. 31 EXHIBIT D CITY OF RIVERS! MISSOURI Upstream from ordinary. NOTICE TO PROCEED DATE: PROJECT: HORIZONS PHASE I — STACKING ROCK PROJECT PROJECT NO.: _ 607 -006 ORDINANCE: (approved ) TO: SUPPLIER: DAMON PURSELL CONSTRUCTION COMPANY (address) You are hereby notified to commence work on or after the day of 20 in accordance with the Agreement dated The project shall be completed and ready for final payment by , 2014. CITY OF RIVERSIDE (Owner) BY: Greg Mills, City Administrator Receipt of the above NOTICE TO PROCEED is hereby acknowledged DAMON PURSELL CONSTRUCTION COMPANY BY: (Title) this the day of , 20 . 32 EXHIBIT E APPLICATION FOR PAYMENT Continuation Sheet for Application for Payment (Contact Capital Projects Coordinator Larissa Anderson with the City of Riverside for an electronic version landerson riversidemo.com or by calling 816- 372 -9012) IT, fs FCA KU _ tone? r195 rollotas Sias _a....r. �arYl aranyas eM.r — { r. • ••or SIP osonSSISS POSOosishoi rrrd...r { - WS •SOSSIs $ - r.r.+r+•.srrr•Ise PosSosSesSOSSINS s So •f•rrw•rs 1 - r.�:1 . •r •arr•r•- -r7 rrrsoo $ resrr..r... s .r.w..war...Sr s - rosistal - r,.os..m ..rrr.. .__— _ r.• MIOSSESSoSoist ���rr r t.��rrorso ___-- �.��.� +. r.r r�nr MOSSuoeiwss•..sT IlysrrYrr/•_•_r Wr !� .___lrirW-•Y.r __ __,__ arr... �r a�r•rw.ww.. r..■•rre..r.■__ _ �rrrr+•er��rrorr.. • r.•s.istsre r�rr Or r• 4 OSSIONOSrrr woe s �r vrr r — r. sr r — r� OOa - SS, ■ri Owlmal 11 ✓ —• O• r Y sews — so ins a 33 EXHIBIT F CHANGE ORDER (Contact Capital Projects Coordinator Larissa Anderson with the City of Riverside for an electronic version landerson(a,riversidemo.com or by calling 816 - 372 -9012) TV OF CHANGE ORDER NO. P.'N"d ' N o tot swan` ucuP Contractor Contractor Name: »°� Pgrt -Rawe owe Canna as ne It. *A va a e ion , e . cone / anon C .N nun cover oast ma..nep w. Propel Lao Ryon.. assoun Cwaaa, aI nM swo rua. Me w ent . a b ass nl W a nape n M aba consumed uraNS tan M.sNna.e pueS.s slwn On N Bid Proposal Gnaw Cmma c w d.w soon. neeaa Reeoa non RE4wEDOSAMUPIPINNNRCdNmcr Oe* ■mP.et Mart to Pease a Ream aOav oar mwarar.a m. amtaNwe *,m�a.Onpamn Ina spa Nan is mm lint nNa.mf al*rlm s.raa.. alrearrata+ed Oa Wino MCMI mm LS yon Pm Non mm, ll m Nm m P ewTaa Nm lag Osup ay �Qmm,, n n IIm ne✓ doss s�aM Cwlna 100 Ha Cana a . a me ...n It W m Iowa a at aaa s 10 slits Ann m 11 aaar Ri Pen Cana Pan Camp Co Rim PanOanWaa/aww POW DESIGN ENGNEER: CRY OF RIVERSIDE. MISSOURI: Tam roe anon Sols mn not c w "Pale r_ road 4SNw roe ro ee CONTRACTOR: ON -SITE PROJECT MANAGER: CONl2_CitlfS Cw Wfealbnb Clrvv (}tler -ell - meav9ar W+rMCSmrusa az as mats srmLOea le Can a Naaeta msi Weraa Seasminn 1M1S*r Y00111MC1Aa Ana eaaavda aa4aae.aee..N paj tmwpaaes M1monaa.mrmvon= do nrS aeaae e tOmsNV MOls Pal ass* Pp n - 'S. - *. any vie sot Asemm aid W ale awe Plow thaws No moss, n aerie — mann.w am 0 .s Y�fmakmaa*anf al N to %Am An anneal. min: neon =nabs alms to o Peal monad gym+ Pot a n MO. row nals 39 CITY OF RIVERS EXHIBIT G MISSOURI Certificate of Substantial Completion (to be completed after substantial completion of the project) Project Name: Horizons Phase I — Stacking Rock Project #: 607 -006 Owner of Project: City of Riverside SUPPLIER: DAMON PURSELL CONSTRUCTION COMPANY This [tentative] [definite] Certificate of Substantial Completion applies to: ❑ All Work under the Contract Documents: ❑ The following specified portions of the Work: Date of Substantial Completion The Work to which this Certificate applies has been inspected by authorized representatives of Owner, SUPPLIER, and Engineer, and found to be substantially complete. The Date of Substantial Completion of the Project or portion thereof designated above is hereby declared and is also the date of commencement of applicable warranties required by the Contract Documents, except as stated below. A [tentative] [definitive] list of items to be completed or corrected is attached hereto. This list may not be all- inclusive, and the failure to include any items on such list does not alter the responsibility of the SUPPLIER to complete all Work in accordance with the Contract Documents. The responsibilities between Owner and SUPPLIER for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as provided in the Contract Documents except as amended as follows: ❑ Amended Responsibilities ❑ Not Amended Owner's Amended Responsibilities: 35 SUPPLIER' s Amended Responsibilities: The following documents are attached to and made part of this Certificate: This Certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of SUPPLIER's obligation to complete the Work in accordance with the Contract Documents. Executed by Engineer (Print & Sign) Date Accepted by SUPPLIER (Print & Sign) Date Accepted by Owner (Print & Sign) Date 36 CITY OF RIVERS MISSOURI EXHIBIT 11 ENGINEER/CONSULTANT'S CERTIFICATION For Acceptance and Final Payment (to be completed at conclusion of project) City of Riverside, Missouri Project Name: Horizons Phase I — Stacking Rock Project No: 607 -006 SUPPLIER: Architect/Engineer: Contract Date: Date of Completion and Acceptance: The SUPPLIER has notified me that is has delivered all the Materials in accordance with the Contract Documents. I hereby certify that a final inspection of all Materials /Work under the Contract Documents was conducted by me and to the best of my knowledge; the Work has been completed in accordance with the plans and specifications. I have approved all payment estimates, and prepared and received approval of all change orders. I have received the required certifications and other documents that are applicable to this project from the SUPPLIER and have delivered them to the City. The SUPPLIER has delivered the Materials and will warranty all specified Materials for a period of one (1) year (or a longer period if governed by Missouri Statutes) from this date Materials. I recommend, under the provision of the Contract Documents that the Work/Materials be accepted and that final payment be made. Executed by the Engineer on this day of , 201 (SEAL) Signature: Typed Name: The work described above accepted by the consultant is hereby acknowledged and final payment authorized. Kathleen L Rose, Mayor Date: (SEAL) Attest: Robin Littrell, City Clerk 37