HomeMy WebLinkAboutR-2026-041 Awarding Bid for 2026 Multi-Building Demolition Project and Approving Agreement with Denton Excavating Inc. dba Midland Wrecking for Such ProjectRESOLUTION NO. R-2026-041
A RESOLUTION AWARDING THE BID FOR 2026 MUL Tl-BUILDING DEMOLITON
PROJECT AND APPROVING THE AGREEMENT BETWEEN THE CITY AND
DENTON EXCAVATING, INC. DBA MIDLAND WRECKING FOR SUCH PROJECT
WHEREAS, the City issued a request for bids for the 2026 Multi-Building
Demolition Project (Project No. 21-025-000-50000) ("Project"); and
WHEREAS, the City received five (5) responses to its request for bids and the bid
submitted by Denton Excavating, Inc. OBA Midland Wrecking ("Midland") in the amount
of $158,950.00 has been evaluated by the City and recommended as lowest responsible
bidder.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE MISSOURI AS FOLLOWS:
THAT the bid of Midland for the Project in the amount of $158,950.00 is hereby
accepted and approved; and
FURTHER THAT an agreement by and between the City and Midland, in
substantially the same form as contained in the Project Manual for the Project and
incorporated herein by this reference, is hereby approved and the Mayor is authorized
to sign the agreement on behalf of the City; and
FURTHER THAT the project is subject to the requirements of Section 292.675
RSMo, which requires all contractors or subcontractors doing work on the project to
provide, and require its on-site employees to complete, a ten (10) hour course in
construction safety and health approved by the Occupational Safety and Health
Administration (OSHA) or a similar program approved by the Missouri Department of
Labor and Industrial Relations which is at least as stringent as an approved OSHA
program. Such training must be completed within sixty (60) days of the date work on
the Project commences. On-site employees found on the worksite without
documentation of the required training shall have twenty (20) days to produce such
documentation; and
FURTHER THAT the Mayor, City Administrator, and other appropriate City
officials are hereby authorized to execute all documents and agreements necessary or
incidental to carry out the terms and conditions of such bid award and the City Clerk is
authorized to attest thereto.
RESOLUTION NO. R-2026-041
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside
Missouri the 7th day of April 2026.
/s/ Kathleen L. Rose
Kathleen L. Rose, Mayor
ATTEST:
/s/ Melissa McChesney
Melissa McChesney, City Clerk
AGREEMENT BETWEEN CITY OF RIVERSIDE AND CONTRACTOR
2026 MULTI-BUILDING DEMOLITON
Project No: 21-025-000-50000
THIS AGREEMENT, made and entered into as of the 7th day of April, 2026, by and
between the City of Riverside, Missouri ("City"), and Denton Excavating, Inc. dba Midland
Wrecking ("Contractor"), shall govern all Work to be provided by Contractor for City on the Project.
WHEREAS, City, under the provisions of Resolution No. 2026-~, duly approved on the
April 7th, 2026 and by virtue of the authority vested in City by the general ordinances of City, intends
to enter into one or more contracts for the Project; and
WHEREAS, the Mayor is authorized and empowered by City to execute contracts on behalf of
City, and the City Administrator ("Administrator") is authorized to perform Administrator's functions
set forth in this Agreement; and
WHEREAS, Administrator may designate one or more engineers, architects, or other persons to
assist Administrator in performing Administrator's functions under this Agreement; and
WHEREAS, City desires to enter into an agreement with Contractor to obtain labor, services,
materials, supplies, tools, equipment, supervision, management, and other items as set forth in this
Agreement; and
WHEREAS, Contractor represents that Contractor is equipped, competent, and able to
provide all the Work, in accordance with this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and consideration
herein contained, IT IS HEREBY AGREED by City and Contractor as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement and the other Contract Documents, the following words and phrases
shall mean:
A. "Contractor" A person, firm, or corporation with whom the contract is made by the City .
B. "City" The City of Riverside, Missouri.
C. "City Administrator" That person designated by the City as the City Administrator.
D. "Engineer" The following Consulting Engineer to the City of Riverside, Missouri: NIA.
E. "Project" The building, facility, and/or other improvements for which Contractor is to
provide Work under this Agreement. It may also include construction by City or others.
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F. "Project Manager" OR "City Engineer" The following Project Manager OR City Engineer
employed by the City of Riverside to manage the project on behalf of the City: Travis Hoover -
thoover@riversidemo.gov
G. "Subcontractor" A person, firm or corporation supplying labor and materials or only labor
for the work at the site of the project for, and under separate contract or agreement with the Contractor.
H. "Substantial Completion" The stage in the progress of the Work where the Work or
designated portion is sufficiently complete in accordance with the Contract Documents so that the City
can occupy or utilize the Work for its intended use.
I. "Work" or "Work on the Project" Work to be performed at the location of the project,
including the transportation of materials and supplies to or from the location of the project by employees
of the Contractor and any Subcontractor. Work shall include all labor, services, materials, supplies,
tools, equipment, supervision, management, and anything else necessary to accomplish the results and
objectives described in Exhibit D (Scope of Work) to this Agreement and the other Contract Documents,
in full compliance with all requirements set forth in the Contract Documents, subject to additions,
deletions, and other changes as provided for in this Agreement. The Work may refer to the whole Project,
or only a part of the Project if work on the Project also is being performed by City or others.
J. "Written Notice" 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 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. Contractor shall provide and pay for all Work for the Project.
B. Contractor 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) generally prevailing climatic
conditions, (3) labor supply and costs, and (4) availability and cost of materials, tools, and equipment.
City shall not be required to make any adjustment in either the Contract Amount or the time for
performance of the Work because of Contractor's failure to do so.
C. The City Engineer shall act as the City's representative during the demolition period, shall
decide questions which may arise as the quality and acceptability of materials furnished and work
performed, 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 Contractor. The City Engineer will make visits to the site and determine
if the Work is proceeding in accordance with the Contract Documents. The Contractor will be held
strictly to the intent of the Contract Documents in regard to the quality of materials, workmanship, and
execution of the Work. Inspections may be at the factory or fabrication plant of the source of the material
supply. The City Engineer will not be responsible for the construction means, controls, techniques,
sequences, procedures or construction safety .
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D. Contractor may be furnished additional instructions and detail drawings by the City
Engineer, as necessary to carry out the Work required by the Contract Documents. The additional
drawings and instructions thus supplied will become a part of the contract drawings, the Contractor shall
carry out the Work in accordance with the additional detail drawings 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, all costs, permit fees, profit, overhead, supervision, labor, materials,
equipment, taxes, permits, utilities, insurance, bunds, expenses, taxes, and compensation of every kind
related to the Work, and shall be referred to as the "Contract Amount." The Contractor shall deliver to
the City a complete functioning finished product, usable for the purpose intended for all demolition areas
described in the scope of work for the Contract Amount stated herein.
B. Provided Contractor performs all Work in accordance with the Contract Documents and
complies fully with each and every obligation of Contractor under the Contract Documents, City shall
pay Contractor the lump sum Contract Amount of
one hundred fifty-eight thousand nine hundred fifty dollars ($158,950.00).
C. Contractor's lump sum bid shall include unit pricing on specified project quantities. Such
unit pricing shall only be used for the purpose of calculating any amounts due to Contractor.
D. THIS AGREEMENT IS SUBJECT TO THE CITY ORDINANCES, AND PAYMENT SHALL BE
LIMITED TO THE AMOUNT OF PARTICULAR APPROPRIATION FOR THE WORK BY THE
BOARD OF ALDERMEN. THE TOTAL PAYMENT UNDER THIS AGREEMENT SHALL NOT
EXCEED THE APPROPRIATION CONTAINED IN THE APPLICABLE RESOLUTIONS OR
ORDINANCES ADOPTED BY THE BOARD OF ALDERMEN AUTHORIZING THE WORK AND
CONTRACTOR SHALL NOT SEEK, NOR BE ENTITLED TO, PAYMENT EXCEEDING THIS
AMOUNT UNLESS CITY DIRECTS CONTRACTOR TO PERFORM ADDITIONAL WORK IN
ACCORDANCE WITH THIS AGREEMENT, AND CITY ENACTS ANOTHER RESOLUTION OR
ORDINANCE AUTHORIZING THE AMOUNT CITY AGREES TO PAY UNDER THIS
AGREEMENT .
ARTICLE IV
PROGRESS OF WORK /SUBMITT ALS
A. COMMENCEMENT OF WORK. The date of beginning and the time for completion of the
work are essential conditions of the Contract Documents. Contractor shall commence performance of
the Work on the date indicated in a written notice ("Notice to Proceed") that shall be given by City to
Contractor.
B. TIME FOR COMPLETION. Contractor shall achieve Substantial Completion, as defined
in Article I hereof, not later than May 29, 2026. The Contractor will proceed with the work at such rate
of progress to insure Substantial completion within the contract time. It is expressly understood and
agreed, by and between the Contractor and the City, that the contract time to achieve Substantial
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Completion of the work described herein is a reasonable time, taking into consideration the average
climatic and economic conditions and other factors prevailing in the locality of the Work. No extensions
will be granted, except in case of unusual (unseasonable) weather conditions or additional work
requested by the City under Change Order. Following Substantial Completion, Contractor shall proceed
to complete all uncompleted Work items as promptly as permitted by weather conditions or any other
conditions affecting completion of the Work.
C. LIQUIDATED DAMAGES. If Contractor fails to achieve Substantial Completion of all
the Work as set forth in the Contract Documents, Contractor shall pay City $100.00 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. Contractor agrees that the sum of $100.00 per da y is a fair and reasonable
approximation of the actual damages incurred by the City for the Contractor'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 ofliquidated damages is not City's exclusive remedy for Contractor's failure to
achieve Substantial Completion in accordance with this Agreement. Specifically, but without limitation,
City may exercise any of its default or termination rights under this Agreement under all circumstances
described herein, including but not limited to Contractor's failure to achieve Substantial Completion in
accordance with Paragraph B above. Contractor 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 Contractor, including but not restricted to, acts of God, or the
public enemy, acts of the City, acts of another Contractor in the performance of a contract with the City,
fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and abnormal and
unforeseeable weather provide the Contractor has given written notice of such delay to the City within
five (5) days of the event causing such delay.
D. TIME OF THE ESSENCE. Time is of the essence in the performance of the Work and any
other Contractor obligations under the Contract Documents. Contractor shall upon commencement of
demolition work daily to complete the Work except for Saturdays, Sundays, holidays, and days of
inclement weather. This Paragraph does not preclude Contractor from working Saturdays, Sundays,
holidays, or days of inclement weather. Contractor shall give the City at least 48 hours notice if intending
to work on Saturday, Sunday, holidays or days of impending inclement weather.
E. DEMOLITION SCHEDULE. Promptly after the execution of this Agreement, and in any
event before commencing performance of the Work, Contractor shall submit to City for approval a
demolition schedule that specifies the dates on which Contractor plans to begin and complete various
parts of the Work, including dates on which information and approvals are required from City. Upon
City's written approval of the schedule, Contractor shall comply with it unless directed by City to do
otherwise. Contractor shall update the schedule on a monthly basis or at more frequent appropriate
intervals if required by the conditions of the Work and the Project. With each Application for Payment
under Article VI of this Agreement, Contractor shall submit an updated, current schedule. Neither the
original schedule nor any update shall exceed time limits for the entire Project under the Contract.
F. PHOTOGRAPHS OF PROJECT. The Contractor shall furnish photographs of the project site
in the number, type, and stage as enumerated below:
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1. Pre-Demolition photos -minim um of 20 ground level digital shots with date of capture imprinted
on the photo
2. Demolition photos of si gnificant chan ges -minimum of 20 ground level digital shots with date
of capture imprinted on the photo
3. Post Demolition photos -minimum of 20 ground level digital shots with date of capture
imprinted on the photo
G. DELAY IN PERFORMANCE. In the event the City determines that performance of the
Work is not progressing as required by the Contract Documents or that the Work is being unnecessarily
delayed or will not be finished within the prescribed time, the City may, in the City's sole discretion and
in addition to any other right or remedy City may have, require Contractor, at Contractor's sole cost, to
accelerate Contractor 's progress. Such acceleration shall continue until the progress of the Work
complies with the Contract Documents and clearly indicates that all Work will be completed within the
prescribed time.
H. SUSPENSION OF WORK. The City may suspend the work or any portion thereof for a
period of not more than ninety (90) days or such further time as agreed upon by the Contractor, by written
notice to the Contractor which shall fix the date on which work shall be resumed. The Contractor will
resume that work on the date so fixed. The Contractor will be allowed an increase in the contract price
or an extension of the contract time, or both, directly attributable to any suspension
I. SPECIFICATIONS. The intent of the specifications is that the Contractor shall furnish all
labor, materials, tools, equipment and transportation necessary for the proper execution of the work in
accordance with the Contract Documents and all incidental work necessary to complete the project in an
acceptable manner, ready for use, occupancy or operation by the City. Any discrepancies found between
the specifications and site conditions or any inconsistencies or ambiguities in the specifications shall be
immediately reported to the City Engineer in writing, who shall promptly correct such inconsistencies
or ambiguities in writing. Work done by the Contractor after discovery of such discrepancies,
inconsistencies or ambiguities shall be done at the Contractor's risk.
J. SHOP DRAWINGS. Contractor shall submit to City Engineer for review all shop
drawings, samples, product data, and similar submittals required by the Contract Documents. Contractor
shall be responsible to City for the accuracy and conformity of its submittals to the Contract Documents.
Shop drawings shall bear the Contractor's certification that it has reviewed, checked and approved the
shop drawings and that they are in conformance with the requirements of the Contract Documents.
Contractor shall prepare and deliver its submittals to City in a manner consistent with the demolition
schedule and in such time and sequence so as not to delay performance of the Work. Portions of the
work requiring a shop drawing or sample submission shall not begin until the shop drawing or
submission has been reviewed by the City Engineer. Review of any Contractor submittal shall not be
deemed to authorize deviations, substitutions, or changes in the requirements of the Contract Documents
unless express written approval is obtained from City specifically authorizing such deviation,
substitution, or change . When submitted for the City Engineer's review, any shop drawing which
substantially deviates from the requirement of the Contract Documents shall be evidenced by a Change
Order. If the Contract Documents do not contain submittal requirements pertaining to the Work,
Contractor agrees upon request to submit in a timely fashion to City for review by City Engineer any
shop drawings, samples, product data, manufacturers' literature, or similar submittals as may reasonably
be required by City. Contractor shall perform all Work strictly in accordance with approved submittals.
City Engineer's review does not relieve Contractor from responsibility for defective work resulting from
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errors or omissions of any kind on the reviewed submittals. A copy of each shop drawing and each
sample shall be kept in good order by the Contractor at the site and shal1 be available to the City Engineer.
K. MATERIALS, SERVICES AND FACILITIES. It is understood that except as otherwise
specifically stated in the Contract Documents, the Contractor 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 work within the specified time. Materials and equipment shall be so stored as to insure the
preservation of their quality and fitness for the work. Stored materials and equipment to be incorporated
in the work shall be located so as to facilitate prompt inspection. Manufactured articles, materials and
equipment shall be applied, installed, connected, erected, used, cleaned and conditioned as directed by
the manufacturer. Material, supplies and equipment shall be in accordance with samples submitted by
the Contractor and approved by the City Engineer. Materials, supplies or equipment to be incorporated
into the work shall not be purchased by the Contractor or by any Subcontractor subject to a chattel
mortgage or under a conditional sale contract or other agreement by which an interest is retained by the
seller.
L. INSPECTION AND TESTING OF MATERIALS. All materials and equipment used in
the demolition of the project shall be subject to adequate inspection and testing in accordance with
generally accepted standards, as required and defined in the Contract Documents. The Contractor shall
provide at the Contractor's expense the testing and inspection services required by the Contract
Documents. The City shall provide all inspection and testing services not required by the Contract
Documents. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction require any work to specifically be inspected, tested or approved by
someone other than the Contractor, the Contractor will give the City Engineer timely notice of readiness.
The Contractor will then furnish the City Engineer the required certificates of inspection, testing
approval. Inspections, tests or approvals by the City Engineer or others shall not relieve the Contractor
from the obligation to perform the work in accordance with the requirements of the Contract Documents.
The City Engineer and the City's representatives will at all times have access to the work. In addition,
authorized representatives and agents of any participating Federal or State agency shall be permitted to
inspect all work, materials, payrolls, records or personnel, invoices of materials and other relevant data
and records. The Contractor will provide proper facilities for such access and observation of the work
and also for any inspection or testing thereof.
If any work is covered prior to inspection by the City Engineer it must, if requested by the
City Engineer, be uncovered for the City Engineer's observation and replaced at the Contractor's
expense. If the City Engineer considers it necessary or advisable that covered work be inspected or
tested by others, the Contractor, at the City Engineer's request, will uncover, expose or otherwise make
available for observation, inspection or testing as the City Engineer may require, that portion of the work
in question, furnishing all necessary labor, materials, tools and equipment.
M. CORRECTION OF WORK. The Contractor shall promptly remove from the premises al1 work
rejected by the City Engineer for failure to comply with the contract documents, whether incorporated in the
demolition or not, and the Contractor shall promptly replace and re-execute the work in accordance with the
contract documents and without expense to the owner and shall bear the expense of making good all work of
other Contractors destroyed or damaged by such removal or replacement. All removal and replacement work
shall be done at the Contractor's expense. If the Contractor does not take action to remove such rejected work
within ten (10) days after receipt of written notice, the City may remove such work and store the materials at
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the expense of the Contractor.
N. SUBSTITUTIONS. Whenever a material, article, or piece of equipment is identified on
the specifications by reference to brand name or catalog numbers, it shall be understood that this is
referenced for the purpose of defining the performance or other salient requirements and that other
products of equal capacitates, quality and function shall be considered. The Contractor may recommend
the substitution of material, article or piece of equipment of equal substance and function for those
referred to in the Contract Documents by referenced to brand name or catalog number, if, in the opinion
of the City, such material, article or piece of equipment is of equal substance function to that specified,
the City may approve, in writing, its substitution and use by the Contractor. Any cost differential shall
be deductible from the contract price and in such event the Contract Documents shall be modified by
Change Order. The Contractor warrants that if substitutes are approved, no major changes in the function
or general design of the project will result. Incidental changes or extra component parts required to
accommodate the substitute will be made by the Contractor without a change in the contract price or
contract time.
0. LANDS & RIGHT OF WAY. Prior to issuance of 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 Contractor and City , in
writing. The City shall provide to Contractor information which delineates and describes the lands
owned and right of way acquired.
P. SURVEYS, PERMITS AND REGULATIONS. The City shall furnish all boundary
surveys and establish all base lines for locating the principal component parts of the work together with
a suitable number of bench marks adjacent to the work as shown in the Contract Documents. From the
information provided by the City, unless otherwise specified in the Contract Documents, the Contractor
shall develop and make all detail surveys needed for demolition such as slope stakes, batter boards,
stakes for pipe locations and other working points, lines, elevations and cut sheets.
The Contractor shall carefully preserve bench marks, reference points and stakes and, in
case of willful or careless destruction, shall be charged with the resulting expense and shall be
responsible for any mistake that may be caused by their unnecessary loss or disturbance.
Permits and licenses of temporary nature necessary for the prosecution of the work shall be
secured and paid for by the Contractor unless otherwise stated in the supplemental general conditions.
Permits, licenses and easements for permanent structures or permanent changes in existing facilities shall
be secured and paid for by the City, unless otherwise specified. The Contractor shall give all notices and
comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and
specified. If the Contractor observes that the Contract Documents are at variance therewith, the
Contractor shall promptly notify the City in writing, and any necessary changes shall be adjusted as
provided in Article VII changes in the work.
Q. SUBSURFACE CONDITIONS. The Contractor has the responsibility to become familiar
with the Project site and the conditions under which work will have to be performed during the
demolition period prior to bidding. The Contractor shall promptly, and before such conditions are
disturbed (excepting an emergency), notify the City by written notice of subsurface or latent physical
conditions at the site differing materially from those indicated in the Contract Documents. Contractor
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shall also be required to notify City of any unknown physical conditions at the site of unusual nature,
differing materially from those ordinarily encountered and generally recognized as inherent in work of
the character provided for in the Contract Documents at the location of the Project. The City shall
investigate the conditions, and if it is found that such conditions do so materially differ and cause an
increase or decrease in the cost of, or in the time required for, performance of the Work, the Contract
Documents may be modified by Change Order as provided in Article VIL
R. SUPERVISION BY CONTRACTOR. The Contractor will supervise and direct the work.
The Contractor will be solely responsible for the means, methods, techniques, sequences and procedures
of demolition. The Contractor will employ and maintain on the work a qualified supervisor or
superintendent who shall have been designated in writing by the Contractor or the Contractor's
representative at the site. The supervisor shall have full authority to act on behalf of the Contractor and
all communications given to the supervisor shall be a binding as if given to the Contractor. The
supervisor shall be present on the site at all times as required to perform adequate supervision and
coordination of the work.
ARTICLE V
CONTRACT DOCUMENTS
A. The following documents, and any other documents that are attached to, incorporated by
reference into, or otherwise included in them, and all Change Orders, form the entire agreement between
City and Contractor, and are the Contract Documents:
1. INFORMATION FOR BIDDERS
2. BID FOR LUMP SUM
3. BIDFORM
4. BIDBOND
5. EXPERIENCE QUESTIONNAIRE
6. AFFIDAVIT OF WORK AUTHORIZATION
7. This AGREEMENT BETWEEN CITY OF RIVERSIDE AND CONTRACTOR
8. PERFORMANCE BOND
9. PAYMENTBOND
10. SCOPE OF WORK
11. NOTICE TO PROCEED
12. APPLICATIONFORPAYMENTFORM
13. CHANGEORDERFORM
14. CERTIFICATE FOR SUBSTANTIAL COMPLETION
15. CONTRACTOR AFFIDAVIT FOR FINAL PAYMENT
16. SUBCONTRACTOR AFFIDAVIT FOR FINAL PAYMENT
17. ENGINEER/CONSULTANT CERTIFICATE for Acceptance & Final Payment
18. REQUEST FOR INFORMATION FORM
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B. Contractor 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
Contractor have been called to City's attention in writing and have been resolved in writing to
Contractor's satisfaction. Except for actual conflict between provisions in the Contract Documents,
making it impossible for Contractor to comply with all provisions of the Contract Documents, the
Contract Documents shall be cumulative, and Contractor shall comply with all provisions of all Contract
Documents. In case of actual conflict, Contractor shall notify City of the conflict in writing and then
shall comply with such provisions of the Contract Documents as City directs.
ARTICLE VI
PAYMENTS
A. Prior to submitting its first application for payment, Contractor shall provide City with a
schedule of values dividing the Work, and the Contract Amount, into workable categories in a form
acceptable to City. Each application for payment shall be based upon the percentage of actual completion
of each category, multiplied by the dollar value of such category.
B. On or about the first day of Contractor's monthly accounting period, Contractor shall
submit an Application for Partial Payment to the City Engineer. In addition to the amount of payment
requested in the Application for Partial Payment, each application shall list the original Contract Amount,
the amount Contractor has invoiced City to date, the amount Contractor has received to date, total
additions to and deletions from the Contract Amount pursuant to approved Change Orders, and an
itemization of any further additions to or deletions from the Contract Amount that Contractor claims.
Contractor shall identify each Subcontractor and supplier whom Contractor intends to pay from the
requested payment and shall state the amount Contractor intends to pay each such Subcontractor and
supplier. An Application shall not include a request for payment for any portion of the Work that was
performed or furnished by a Subcontractor or supplier if Contractor does not intend to pay such
Subcontractor or supplier from such payment, nor shall the Application include a request for payment
for any Work performed deemed unsatisfactory by City. Contractor shall include with each Application
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 Contractor indicating in writing the reasons
for refusing to approve payment. In the latter case, the Contractor may make the necessary corrections
and resubmit the Application. Within fifteen (15) days of its receipt of payment from City, Contractor
shall pay all subcontractors and suppliers to whom payment is owed from the amount paid to Contractor.
C. All payments under this Agreement shall be made only upon the approval of City Engineer
and Administrator. City Engineer shall review each application for payment and certify for payment
such amounts as City Engineer determines are due Contractor. From the total amount certified, City shall
withhold five percent (5%) as retainage until final completion and acceptance of the Work. The five
percent (5%) retainage may be reduced by Change Order if final completion and acceptance of the Work
is delayed due to unforseen circumstances and the Work is usable for its intended purpose by the City .
If reduction in the retainage is approved, the remaining retainage shall be an amount equal to or greater
than 200% of the estimated amount necessary to complete the Work.
D. The City Treasurer, upon presentation of such certificate, shall prepare a check for the sum
certified to be due (exclusive of retainage), payable out of the funds in the City Treasury available for
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Contractor under the authorizing Resolution or Ordinance approved by the Board of Aldermen. Payment
shall be made to Contractor after the Board of Aldermen review and approve the payment and authorize
the Mayor and City Treasurer to sign and deliver the check.
E. Neither Administrator or City Engineer's approval certificate nor payment made to
Contractor shall constitute acceptance of any part of the Work. Contractor shall remain obligated to
perform all Work in accordance with the Contract Documents.
F. With each Application, Contractor 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
City. City may, at its option, also require a similar receipt and release of claims and rights from each
Subcontractor or supplier performing any Work, prior to making any payment to Contractor. The
subcontractors' and suppliers' receipts and releases shall be in a form approved by City and shall indicate
that ( except for retainage) all debts for work performed or materials supplied included on any previous
payment application to City from Contractor have been satisfied and that the Subcontractor or supplier
waives and releases any and all claims or rights in connection therewith.
G. Contractor shall not be entitled to final payment for the Work until Contractor submits an
application for final payment, all requirements of the Contract Documents are complied with, and
Engineer issues his or her certificate to that effect. The Engineer's Certificate of Acceptance will be on
the form attached hereto as Exhibit L. City, within thirty (30) days after the delivery of Engineer's
certificate, shall pay Contractor all remaining funds which Contractor is due under this Agreement.
H. Acceptance of final payment by Contractor shall release City from all further obligations
to Contractor, except as to such amounts, if any, Contractor has identified in its application for final
payment as claimed by Contractor. All claims not identified in the application for final payment are
waived. Any payment, however final or otherwise, shall not release the Contractor or its sureties from
any obligations under the Contract Documents or the Performance and Payment Bonds.
I. City may withhold final or any other payment to Contractor on any reasonable basis,
including but not limited to the following:
1. Unsatisfactory job progress,
2. Defective Work,
3. Failure to make payments to subcontractors or suppliers,
4. Reasonable evidence that all Work cannot be completed for the unpaid balance of
the Contract Amount,
5. Damage by Contractor or subcontractors or suppliers to property of City or others,
6. Contractor's breach of this Agreement, or
7. Contractor's failure to provide requested documentation.
J. The Contractor shall, at the request of City, furnish satisfactory evidence that all obligations
to subcontractors, laborers, workmen, mechanics, material men and furnishers of machinery and parts
thereof, equipment, tools and all supplies incurred in the furtherance of the performance of the Work
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have been paid, discharged or waived. If Contractor does not pay subcontractors or suppliers for labor
and/or material properly provided, City may, but shall not be required to, pay subcontractors and
suppliers directly. Any payments made to subcontractors and suppliers shall be charged against the
Contract Amount. City shall not be liable to Contractor for any such payments made in good faith. This
provision shall not confer any right upon any Subcontractor or supplier to seek payment directly from
City.
K. 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 Contractor under this Contract.
ARTICLE VII
CHANGES/CLAIMS
A. 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. Upon receipt of such an order, in
writing, Contractor shall proceed as and when directed in the order. Contractor shall not proceed with
any addition, deletion, or other change without a written order. No oral direction or order shall constitute
authority for Contractor to proceed with any addition, deletion, or other change. If Contractor undertakes
any addition, deletion, or other change without a written order from City, Contractor shall not be entitled
to any increase in the Contract Amount or the time for performance of the Work, and Contractor shall
be solely and completely responsible for the acceptability to City of the addition, deletion, or other
change.
B. If a change to the Work causes a net increase or decrease in the cost of Contractor's
performance, the Contract Amount shall be increased or decreased as follows:
1. If the Work is covered by unit prices set forth in Contractor's Bid for Unit Price, by
application of such unit prices to the quantities of the items involved; or
2. If the Work involved is not covered by unit prices set forth in Contractor's Bid for Unit
Price, by a unit price as to which Contractor and City mutually agree prior to the
commencement of performance of the change.
C. If a change to the Work causes an increase or decrease in the time required for Contractor's
performance, an equitable adjustment to the time for performance shall be made.
D. A change in the Contract Amount or the time for performance of the Work shall be
accomplished only by written Change Order, which shall state the increase or decrease, if any, in the
Contract Amount or the time for performance. 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 time for performance of the Work.
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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
time for performance of the Work.
F. If Contractor is delayed or interfered with at any time in the commencement or prosecution
of the Work by an act or neglect of City, an employee, officer, or agent of City, or an architect or engineer
or separate contractor engaged by or on behalf of City, or by changes ordered in the Work, an act of
God, fire, or other cause over which Contractor has no control and that Contractor could not reasonably
anticipate, the time for performance of the Work shall be equitably extended, provided that Contractor
gives notice as provided for in Paragraph G below.
G. Any claim by Contractor 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 to City's designated representative 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 Contractor
from proceeding with prosecution of the Work, including any Work as changed.
ARTICLE VIII
INSURANCE
A. Contractor 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 INSURANCE written on an occurrence
basis, and agrees it's coverage will not contain any restrictive endorsement(s)
excluding or limiting ongoing and completed operations, personal & advertising
injury, blanket contractual liability or cross liability, independent contractors, broad
form property damage, bodily injury, and agrees it's coverage will not contain any
restrictive endorsement(s) excluding explosions, collapse, and underground with a
minimum limit of $3,000,000 each occurrence. If a general aggregate limit applies,
either the general aggregate limit shall be twice the required per occurrence limit or
the general aggregate shall apply separately to this project (ISO CG 20 03), or ifthere
are multiple locations (ISO CG 25 04).
2. COMPREHENSIVE BUSINESS AUTOMOBILE LIABILITY INSURANCE for all
owned, non-owned and hired automobiles and other vehicles used by Contractor with
a combined single limit of $1,000,000 minimum.
3. WORKERS COMPENSATION INSURANCE with statutory limits required by any
applicable Federal or state law and Employers Liability insurance with minimum limit
of $1,000,000 per accident.
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4. BUILDER'S RISK -Unless otherwise provided, Contractor shall purchase and
maintain, in a company or companies lawfully authorized to do business in the
jurisdiction in which the Project is located, property insurance written on a builder's
risk "all-risk", including testing, when required, or equivalent policy form in the
amount of the initial Contract Sum, plus value of subsequent Contract modifications
and cost of materials supplied or installed by others, comprising total value for the
entire Project at the site on a replacement cost basis without optional deductibles. The
Contractor shall be solely responsible for any deductible amounts. Such property
insurance shall be maintained, unless otherwise provided in the Contract Documents
or otherwise agreed in writing by all persons and entities who are beneficiaries of
such insurance, until final payment has been made or until no person or entity other
than the City has an insurable interest in the property, whichever is later. This
insurance shall include interests of the City, the Contractor, subcontractors and sub-
subcontractors and suppliers in the Project. Such coverage shall name the City as a
loss payee as their interest may appear.
If the project does not involve new or major reconstruction, at the option of the City,
an Installation Floater may be acceptable. For such projects, an Installation Floater
shall be obtained that provides for the improvement, remodel, modification,
alteration, conversion or adjustment to existing buildings, structures, and equipment.
The Installation Floater shall provide property damage coverage for any building,
structure, or equipment damaged, impaired, broken, or destroyed during the
performance of the work, including transit, installation, and testing at the City's site.
5. CLAIMS-MADE POLICIES -If any of the required policies provide
coverage on a claims-made basis:
•
•
•
•
The retroactive date must be shown, and this date must be before the execution
date of the contract or the beginning of contract work.
Insurance must be maintained, and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a Retroactive Date prior to the contract effective date, the
Consultant must purchase "extended reporting" coverage for a minimum of five
(5) years after completion of contract work.
If the services involve lead-based paint or asbestos identification/ remediation,
the Contractors Pollution Liability policy shall not contain a mold exclusion, and
the definition of Pollution shall include microbial matter, including mold.
6. UMBRELLA OR EXCESS LIABILITY may satisfy minimum liability limits
required above for Commercial General Liability (CGL) under an Umbre11as or
Excess Liability policy. There is no minimum Per Occurrence limit of liability under
the Umbrellas or Excess Liability: however, the Annual Aggregate limit shall not be
less than the highest Each Occurrence limit for either Commercial General Lability
or Business Auto Liability. Contractor agrees to endorse the City its officers, agents,
volunteers, lessees, invitees and employees, covered as an additional insured on the
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Umbrellas or Excess Liability and the Certificate of Insurance states that the Umbrella
or Excess Liability provides coverage on a "Follow-Form" basis.
B. Prior to construction starting, Contractor shall furnish the City with certificates of insurance
evidencing the required coverage, conditions, and limits required by this agreement and make the City,
its officers, agents, volunteers, lessees, invitees, and employees, covered as an additional insured on each
policy of insurance that Contractor is required to maintain under the contract documents and provide the
appropriate additional insured endorsement(s). Each additional insured endorsement shall expressly
afford coverage to the additional insured's not only arising out of the named insured's operations or
work but also arising out of the named insured's completed operations. All insurance shall be written by
an insurer or insurers acceptable to City and with a minimum financial rating not lower than "A-" in
Best's Insurance Guide, latest edition.
C. City's receipt or review of any certificate of insurance reflecting that Contractor or one of
its subcontractors or suppliers has failed or may have failed to comply with any insurance requirement
of the contract documents shall not constitute a waiver of any of City's insurance rights under the contract
documents, with all such rights being fully and completely reserved by the City.
D. Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor
may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation
policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the
Contractor, its employees, agents, and subcontractors.
E. Similarly, Contractor shall require insurance with the same coverage and limits from its
subcontractors and suppliers, and their insurance policies shall be endorsed to name the same additional
insureds as required of Contractor.
F. All completed operations coverages shall be maintained by Contractor and its
subcontractors or suppliers for five (5) years following the completion of the Project.
G. Any coverage available to the City as a named insured shall be secondary, so that the
coverage to the City as an additional insured on the policies maintained by Contractor and subcontractors
is primary, including any umbrellas or excess policies.
H. No provision of this agreement shall constitute a waiver of the member's right to assert a
defense based on sovereign immunity, official immunity, or any other immunity available under law.
For any claim or suit seeking damages from the Missouri municipality scheduled in this endorsement
because of "bodily injury", "property damage", or "personal and advertising injury" caused by "your
work", the coverage provided herein does not apply to any claim or "suit" which is barred by the
doctrines of sovereign immunity, qualified immunity, and/or official immunity although defense of such
actions will be provided. No provision of this condition of coverage, endorsement, or this policy, will
constitute a waiver of this company's right to assert a defense based on the doctrines of sovereign
immunity, qualified immunity, and/or official immunity.
I. If the contractor maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained
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by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
J. If Contractor is a transient employer as defined in Section 285.230 RSMo, Contractor 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 ofregistration 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.
K. Any self-insured retention (SIR) must be declared to and approved by the city prior to any
work being performed under this agreement. When the SIR exceeds $25,000, the city may require proof
of ability to pay all claims handling and defense costs, such as an audited financial statement or bond.
Any SIR is the sole responsibility of the contractor or sub-contractor, if any. The city reserves the right
to deduct from the final payment to the contractor any unsatisfied SIR which would result in a lien
against the project. All SIRs will be shown on the Certificate of Insurance.
ARTICLE IX
INDEMNITY
A. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless City, its employees, officers, and agents, and any architects, engineers, or other design
professionals engaged by or on behalf of City, 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 Contractor, a Subcontractor
or supplier, 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 Contractor, a
Subcontractor or supplier, 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 Contractor or a Subcontractor or supplier under
workers' compensation acts, disability benefit acts, or other employee benefit acts.
ARTICLEX
PATENT LIABILITY
Contractor agrees to defend, indemnify, and hold harmless City, its officers, employees and
agents from and against any claim, action or suit that may be brought against them for Contractor's
infringement of any Letters Patent in the performance of this Agreement or any breach or violation of
41
trademark or proprietary or trade secret rights of others, as well as against any judgments, decrees,
damages, costs and expenses sought, adjudicated, or recovered against any of them, on account of any
such actual or alleged infringement.
ARTICLE XI
COVENANT AGAINST LOBBYING AND UNDUE INFLUENCE
A. Contractor represents and warrants that it has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and
that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, 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. Contractor represents and warrants that no payments have been or shall be made, directly
or indirectly, by or on behalf of Contractor 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. Contractor shall allow a mutually agreeable nationally recognized certified
public accounting firm to examine, at City's expense, such of Contractor's books and records as may be
necessary, in the accountant's reasonable opinion, to verify Contractor'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 the demolition of the project, shall become directly or indirectly interested personally
in this contract 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 demolition of the project, shall
become directly or indirectly interested personally in this contract 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 Contractor, Contractor 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 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 suppliers. 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 City's account. City or its
representative shall, upon reasonable prior notice to Contractor, be given the opportunity to audit these
records at any time during normal business hours to verify the accuracy of Contractor's invoices and
charges.
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ARTICLE XIII
NOTICES
A. The following persons are designated by the respective parties to act on behalf of such
party and to receive all written notices and Payment Applications:
For Ci ty :
Travis Hoover
City of Riverside, MO
2950 NW Vivion
Riverside, MO 64150
For Contractor:
Name: Wylie Denton
Company: Denton Excavating, Inc. dba Midland
Wrecking
Address: P.O. Box 14906, Lenexa, KS 66285
B. Any notice required by the Contract Documents to be given in writing or that either City or
Contractor wishes to give to the other in writing shall be signed by or on behalf of the party giving notice.
The notice shal1 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. Contractor's designated representative shall be available to meet with City at any time
during the performance of the Work and shall have full authority to act on Contractor's behalf on any
matter related to this Agreement and/or the Work.
ARTICLE XIV
DEFAULT AND TERMINATION
A. If Contractor fails to comply, becomes unable to comply, or with reasonable probability (as
determined solely by City) will become unable to comply with any of Contractor's obligations under the
Contract Documents, 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 and bonds) complying
with the Contract Documents, 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 City
or any others on the Project, (4) abandonment by Contractor of all or any part of the Work, or (5)
bankruptcy, insolvency or general assignment for the benefit of creditors by Contractor, Contractor shall
be in default, and if the default is not corrected to City's satisfaction within seventy-two (72) hours of
delivery of a written notice to Contractor to correct such default, City may, in addition to any other right
or remedy City may have, terminate the services of the Contractor and take possession of the project and
of all materials, equipment, tools, construction equipment and machinery thereon owned by the
Contractor and finish the work by whatever method the City may deem expedient to correct the default,
at Contractor's expense. In such case the Contractor shall not be entitled to receive any further payment
until the Work is finished. If such costs exceed the unpaid balance due to Contractor, the Contractor
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, City and its
designees shall have access to and may take possession of Contractor's materials, tools, equipment, and
other items at the Project site, in route to the site, or in storage or being manufactured or fabricated away
43
from the site, as may be necessary to prosecute the Work taken over by City, and may employ
Contractor's employees or former employees, all without any liability to Contractor.
C. Contractor shall be liable for and shall pay to City all costs and expenses of whatsoever
nature incurred by City as a result of any default by Contractor, including but not limited to the cost of
labor, supervision, materials, tools, equipment, services, overhead, travel, and legal and accounting fees.
Contractor also shall be liable for and shall pay to City all charges, liabilities, fines, penalties, losses,
damages, and claims sustained by or assessed against City as a result of any delay or disruption resulting
from any default by Contractor. The total amount of such costs, expenses, charges, liabilities, fines,
penalties, losses, damages, and claims may be deducted by City from the amount, if any, otherwise due
Contractor, and Contractor shall pay City the full amount of any excess of such total over the amount
otherwise due Contractor.
D. No right or remedy conferred upon or reserved to City by the Contract Documents is
exclusive of any other right or remedy provided or permitted in the Contract Documents 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 City of any right or remedy shall
relieve Contractor from full and absolute responsibility for all of Contractor's obligations under the
Contract Documents.
E. No failure or delay of City to give notice to correct any default of Contractor or to exercise
any of City's rights or remedies shall waive or excuse the default, and City shall remain free to pursue
all rights and remedies. No failure of City to insist, in any one or more instances, upon the performance
of any of Contractor's obligations under the Contract Documents shall be deemed or construed as a
waiver or relinquishment of City's right to insist upon strict performance of the obligation in any future
instance.
F. If through no act or fault of the Contractor, 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
Contractor substantially the sum approved by the City Engineer and Administrator, then the Contractor
may after ten (10) days from delivery of written notice to the City terminate the Agreement and recover
from the City payment for all work executed.
G. The City, without terminating the service of the Contractor or written notice to the Surety,
through the Administrator may withhold, without prejudice to the rights of the City under the terms of
the 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 Contractor 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 contractor, or (6) performance of work in violation of the terms of the Contract Documents.
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ARTICLE XV
TERMINATION FOR CONVENIENCE
Notwithstanding anything contained herein to the contrary, City may, at any time, for any reason,
and without Contractor's being in default, terminate Contractor's performance of any part or all of the
Work for City's own convenience by giving written notice to Contractor. Upon receipt of notice of
termination for City's convenience, Contractor shall, to the extent directed by City, stop work and tum
over to City or City's designee materials and equipment purchased for the Work. City shall pay
Contractor, in accordance with the Contract Documents, for only so much of the Work as is actually
performed as of the termination for convenience. City shall not be obligated to Contractor for any further
payment, including but not limited to prospective overhead or profit on unperformed work. If a
termination by City of Contractor's right to proceed on the ground of default by Contractor is determined
later to have been improper, the termination automatically shall be converted to a termination for City's
convenience, and City's obligation to Contractor shall be limited to payment to Contractor as provided
in this Article.
ARTICLE XVI
COMPLIANCE WITH LAWS
A. Contractor 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
prevailing wage and 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. Contractor shall
secure all permits from public and private sources necessary for the fulfillment of Contractor's
obligations under the Contract Documents.
B. With each Application for Payment submitted by Contractor to City, Contractor shall
include (a) a signed statement, in form acceptable to City, showing, for each weekly payroll period that
ended during the period covered by the Application for Payment, the name, address, social security
number, occupation, and craft of each worker employed by Contractor in connection with the Work and,
for each such worker, the number of hours worked each day, the total hours worked during the payroll
period, the gross amount earned, an itemization of all deductions, and the net wages paid and (b) a
corresponding statement from each Subcontractor of any tier that employed any workers in connection
with the Work during the period covered by the Application for Payment.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Missouri.
ARTICLE XVII
LABOR STANDARDS PROVISIONS
A. RESERVED.
B. 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
45
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 the contract, 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 Contractor and approved by the City.
C. UNDERPAYMENT OF WAGES. In case of underpayment of wages by the Contractor or
by any subcontractors to laborers or mechanics employed by the Contractor or Subcontractor upon the
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 Contractor, out of any payments due the Contractor, so much
thereof as the City may consider necessary to pay such laborers or mechanics 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 Contractor or the Subcontractor (as may be appropriate), to the respective laborers or mechanics
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.
D. 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 Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The Contractor 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 City, Contractor shall not assign this Agreement
or any money due or to become due Contractor or issue a subcontract or purchase order to any person or
entity for any or all of the Work. City's consent to any assignment, subcontract, or purchase order shall
not relieve Contractor from any obligation under the Contract Documents, nor shall it create any
obligation from City to any assignee, subcontractor, or vendor.
B. Each subcontract or purchase order issued by Contractor for any of the Work shall be in
writing and shall provide that City is an intended third-party beneficiary of the subcontract or purchase
order.
C. The Contractor 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 Contractor is for the
acts and omissions of person directly employed by it.
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D. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative
to the work to bind Subcontractors to the Contractor by the terms of the Contract Documents insofar as
applicable to the work of Subcontractors and give the Contractor the same power as regards terminating
any Subcontract that the City may exercise over the Contractor 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 Contractor for any of the Work shall provide
that it is freely assignable by Contractor to City. Contractor hereby assigns to City all its interest in any
present or future subcontract or purchase order issued by Contractor for any or all of the Work. This
assignment shall be effective upon acceptance by City in writing and only as to the specific
subcontract(s) and/or purchase order(s) that City designates in the writing. This assignment may be
accepted by City at any time, whether before or after final payment to Contractor, and may not be
withdrawn by Contractor without City's written consent.
ARTICLE XX
SEPARATE CONTRACTS
A. The City reserves the right to let other contracts in connection with this project. The
Contractor 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.
If the proper execution or results of any part of the Contractor's work depends upon the work of any
other contractor, the Contractor shall inspect and promptly report to the Administrator any defects in
such work that render it unsuitable for such proper execution and results.
B. The City may perfonn additional work related to the project or the City may let other
contracts containing provisions similar to these. The Contractor will afford the other contractors who are
parties to such contracts (or the City, if the City is performing the additional work) reasonable
opportunity for the introduction and storage of materials and equipment and the execution of work, and
shall properly connect and coordinate the work with theirs.
C. If the performance of additional work by other contractors or the City is not noted in the
Contract Documents prior to the execution of the contract, written notice thereof shall be given to the
Contractor prior to starting any such addition work. If the Contractor believes that the performance of
such additional work by the City or others involves it in additional expense or entitles it to any extension
of the contract time the Contractor may make a claim thereof as provided in Article VII.
ARTICLEXXI
ACCESS TO SITE/CLEANING UP
A. Contractor shall ensure that the Work, at all times, is performed in a manner that affords
reasonable access, both vehicular and pedestrian, around the site of the Work and all adjacent areas.
B. Representatives of City may inspect or review any Work performed by Contractor, and
consult with Contractor, at any time. City's inspections or reviews shall not constitute acceptance or
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approval of Work unless specifically stated in writing. Contractor shall meet with City at the request of
City.
C. Contractor shall at all times, during performance of the Work, keep the Project site clean and
free from debris resulting from the Work. Prior to discontinuing Work in an area, Contractor shall clean
the area and remove all rubbish and its construction equipment, tools, machinery, waste, and surplus
materials. Contractor shall make provisions to minimize and confine dust and debris resulting from
demolition activities. If Contractor fails to comply with cleanup duties within twenty-four (24) hours
after written notification from City of non-compliance, City may implement cleanup measures without
further notice and deduct the cost from any amounts due or to become due Contractor.
ARTICLE XXII
COMPETENCE
Contractor represents and warrants that it maintains all necessary licenses, registration,
competence, and experience to perform all the Work.
ARTICLE XXIII
WARRANTY
A. Contractor 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 Contractor warrants and guarantees for one (1) year from the date of
completion and acceptance of the work that the completed work is free from all defects due to faulty
materials or workmanship. The date of completion for all scopes of work shall be the last date of
acceptance of all work in this contract. Contractor shall promptly make such corrections as may be
necessary be reason of such defects including the repair of any other damages that were caused by defects
in the work, at its own expense. The City will give notice of observed defects with reasonable
promptness. In the event that the Contractor fails to make such repairs, adjustments or other work that
may be necessary by such defects, the City may do so and charge the Contractor 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 Contractor, and the Contractor shall pay the cost thereof. The Performance Bond
shall remain in full force and effect through the warranty period. Neither final payment, Engineer's Final
Certificate, nor any other provision in the Contract Documents shall affect Contractor's obligation to
complete the Work free of defects in workmanship and material.
B. Contractor shall remain solely responsible for the performance of the Work as required by
the Contract Documents, 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
Contractor under the Contract Documents, and does not limit the time allowed by law for any action for
breach of such obligation.
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ARTICLE XXIV
STORAGE OF MATERIALS AND EQUIPMENT
The Contractor shall provide at its own expense and without liability to the City any additional
land and access thereto that the Contractor may desire for temporary demolition facilities, or for storage
of materials. Only materials and equipment that are to be used directly in the Work shall be brought to
and stored at the Project site by Contractor. After equipment is no longer required for the Work, it shall
be promptly removed from the Project site. Protection of demolition materials and equipment stored at
the Project site from weather, theft, and all other casualty or damage is solely the responsibility of
Contractor.
ARTICLE XXV
TAXES
A Missouri Sales Tax Project Exemption Certificate (Missouri Department of Revenue Form
5060) will be provided by the City for the purchase of any materials or personal property incorporated
into or consumed in the demolition project, pursuant to RSMo 144.062. The Contractor will pay all
other sales, consumer, use and other similar taxes required by the State of Missouri or other taxing
jurisdiction.
ARTICLE XXVI
SAFETY
A. Contractor shall be responsible for initiating, maintaining, and superv1smg 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
demolition.
B. Contractor 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 Contractor will erect and maintain, as required by the
conditions and progress of the work, all necessary safeguards for safety and protections. The Contractor
will notify owners of adjacent utilities when prosecution of the Work may affect them. The Contractor
will remedy all damage, injury or loss to any property caused directly or indirectly, in whole or part, by
the Contractor, any Subcontractor or anyone directly or indirectly employed by any of them or anyone
whose acts any of them may be liable.
C. The Contractor 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. The safety provisions of applicable laws and
building and construction codes shall be observed and the Contractor shall take or cause to be taken,
such additional safety and health measures as the City may determine to be reasonably necessary.
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D. Pursuant to Section 292.675 RSMo, Contractor shall provide a ten (10) hour Occupational
Safety and Health Administration (OSHA) construction safety program for all employees who will be
on-site at the Project. The construction safety program shall include a course in construction safety and
health that is approved by OSHA or a similar program approved by the Missouri Department of Labor
and Industrial Relations which is at least as stringent as an approved OSHA program as required by
Section 292.675 RSMo. Contractor shall require its on-site employees to complete a construction safety
program within sixty (60) days after the date work on the project commences. Contractor acknowledges
and agrees that any of Contractor's employees found on the Project site without documentation of the
successful completion of a construction safety program shall be required to produce such documentation
within twenty (20) days, or will be subject to removal from the Project. Contractor shall require all of
its Subcontractors to comply with the requirements of this Paragraph and Section 292.675 RSMo.
E. Contractor shall forfeit to the City as a penalty two thousand five hundred dollars
($2,500.00), plus one hundred dollars ($100.00) for each on-site employee employed by Contractor or
its Subcontractor, for each calendar day, or portion thereof, such on-site employee is employed without
the construction safety training required herein. The penalty described in this Paragraph shall not begin
to accrue until the time periods herein have elapsed. Violations of this requirement and imposition of
the penalty described in this Paragraph shall be investigated and determined by the Missouri Department
of Labor and Industrial Relations.
F. If City deems any part of the Work or the Project site unsafe, City, without assuming
responsibility for Contractor's safety program, may require Contractor to stop performance of the Work
or take corrective measures satisfactory to City, or both. If Contractor does not adopt corrective
measures, City may perform them or have them performed and deduct their cost from the Contract
Amount. Contractor 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 Contractor's compliance with City's reasonable
request.
ARTICLE XXVII
AUTHORIZED EMPLOYEES
Contractor 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. Contractor 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 XXVIII
INDEPENDENT CONTRACTOR
Contractor is an independent contractor, and neither Contractor or any Subcontractors, suppliers,
employees, or agents shall be deemed an employee or agent of City for any purpose.
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ARTICLE XXIX
CONFLICT
Contractor shall promptly upon discovery notify City of any conflict, ambiguity or inconsistency
in the Contract Documents, or between any Contract Document and actual field conditions, and City
shall resolve such conflict, ambiguity or inconsistency in its sole discretion.
ARTICLEXXX
PERFORMANCE AND PAYMENT BONDS
The Contractor shall within ten (10) days after the receipt of the Notice of Award furnish the
City with a Performance Bond and Payment Bond in forms 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 Contractor all undertakings, covenants, terms, conditions and agreements of the Contract Documents,
and upon the prompt payment by the Contractor to all persons supplying labor and materials in the
prosecution of the work provided by the Contract Documents. Such bonds shall be executed by the
Contractor 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 Best's. The expense of these bonds shall be borne by the Contractor. 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, Contractor
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 Contractor. No further payment shall be deemed due nor
shal1 payment be made to Contractor until the new surety or sureties shall have furnished an acceptable
bond to the City.
ARTICLE XXXI
SEVERABILITY
Should any specific provision of this Agreement or other Contract Documents be found to be
unenforceable, the remaining provisions shal1 remain in full force and effect.
ARTICLE XXXII
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 XXXIII
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, City and Contractor shall first
try in good faith to resolve the dispute by mediation before resorting to litigation. Unless City and
Contractor agree otherwise, the mediation shal1 be administered by the American Arbitration Association
under its Construction Industry Mediation Rules.
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B. In the event of litigation between Contractor and City concerning the Project or 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 XXXIV
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.
ARTICLE XXXV
PROVISIONS REQUIRED BYLAW 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 the contract 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 the contract shall forthwith by physically amended to
make such insertion or correction. All such laws, orders and regulations are applicable to this Project
and are made a part hereof by reference.
ARTICLE XXXVI
ENTIRE AGREEMENT
This Agreement and the other 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 Contractor.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized
representatives.
APPROVED AS TO FORM:
ATTORNEY:
By: /s/ Paul Campo
Attorney, Paul A. Campo
COUNTERSIGNED BY:
CITY PURCHASING AGENT:
By: /s/ Greg Mills
Greg Mills, City Administrator
CITY OF RIVERSIDE:
By: /s/ Kathleen L. Rose
Kathleen L. Rose, Mayor
ATTEST:
/s/ Melissa McChesney
Melissa McChesney, City Clerk
CONTRACTOR:
Denton Excavating, Inc. dba Midland Wrecking
By: /s/ Wylie Denton
(Signature)
Printed Name: Wylie Denton
Title: Owner
ATTEST:
/s/ Jaime J. Landie
SECRETARY, Jaime J. Landie
(Name Printed)
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