HomeMy WebLinkAboutOrd.5672.08-07-2023 BILL NO. 23-109 ORDINANCE NO. 550 70
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
EXECUTE A DESIGN-BUILD AGREEMENT WITH
ZOELLNER CONSTRUCTION COMPANY FOR NEW T-
HANGARS AND ASSOCIATED TAXILANES AT THE CAPE
GIRARDEAU REGIONAL AIRPORT
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS:
Article 1 . The City Manager is hereby authorized and
directed to execute, on behalf of the City, a Design-Build
Agreement with Zoellner Construction Company for new T-Hangars
and Associated Taxilanes at the Cape Girardeau Regional Airport,
in the City of Cape Girardeau, Missouri . The City Clerk is hereby
authorized and directed to attest to said document and to affix
the seal of the City thereto. The Agreement shall be in
substantially the form attached hereto, which document is hereby
approved by the City Council, with such changes or amendments as
shall be approved by the officers of the City executing the same.
Article 2 . This Ordinance shall be in full force and effect
ten days after its passage and approval .
PASSED AND APPROVED THIS day of rfc..s'f , 2023 .
Stacy n r, Mayo
Agd'-
Bruce Taylo , Deputy City Clerk
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DESIGN -BUILD AGREEMENT FOR THE
NEW T -HANGARS AND ASSOCIATED TAXILANES WITH T -HANGAR DEMOLITION
THIS AGREEMENT by and between the City of Cape Girardeau, Missouri, a municipal
corporation (hereinafter called "City," "Owner," or "Sponsor"), and Zoellner Construction Company, a
corporation organized in the State of Missouri and with authority to transact business within the State of
Missouri (hereinafter called "Design -Builder" or "Contractor"), is made and entered into on the date of the
last signatory noted below (hereinafter "Effective Date"). City and Contractor are each individually referred
to herein as a "Party" and collectively as the "Parties."
WHEREAS, the City of Cape Girardeau owns and operates Cape Girardeau Regional Airport (CGI)
located at 860 Limbaugh Drive, Cape Girardeau, Missouri 63701; and
WHEREAS, on February 28, 2023, the City issued a Request for Qualifications and Proposal
(RFQ/P) to provide design and build services for the design and construction of the New T -Hangars and
Associated Taxilanes With Demolition of T -Hangars at the Cape Girardeau Regional Airport; and
WHEREAS, on March 30, 2023, the Design -Builder submitted Qualifications and a Technical
Proposal for such services for the New T -hangars and Associated Taxilanes with Demolition of T -Hangars
project; on April 26, 2023, the Design -Builder submitted a Pricing Proposal; and
WHEREAS, the City has selected Design -Builder's Proposal based upon Design -Builder's
representations and upon the factors set forth in the RFQ/P and in Section 25.389 of the City of Cape
Girardeau's Code of Ordinances; and
WHEREAS, on May 12, 2023, the Federal Aviation Administration concurred with the award of
the construction contract to the Design -Builder; and
WHEREAS, on May 15, 2023, the City Council approved of the selection of the Design -Builder
and authorized the Airport Manager to negotiate this contract with the Design -Builder for the design and
construction of new T -hangars and associated taxilanes with demolition of T -hangars; and
WHEREAS, on June 2, 2023, the City held the Project Kickoff with the Design -Builder covering
project scope, design, and budget items in depth. The Design Team was then released to begin work; and
WHEREAS, City has negotiated the price, terms, and conditions of this Agreement with Design -
Builder. Design -Builder is willing and able to perform, either directly, through Design -Build Team
members, or pursuant to subcontracts, the services set forth in this Agreement and the Contract Documents;
and
NOW, THEREFORE, the Parties hereto, for good and sufficient consideration, the receipt of which
is hereby acknowledged, intending to be legally bound, do hereby agree as follows:
ARTICLE 1
DEFINITIONS
Definitions. Terms, words, and phrases used in this Contract shall have the meanings given them
in this Agreement.
a. Contract or Agreement refers to the executed contract between Owner and Design -Builder
entitled "Design -Build Agreement".
b. Construction Documents are documents, consisting of design documents, Drawings and
Specifications, to be prepared or assembled by Design -Builder, as part of the design review
process.
C. Day or Days shall mean calendar days unless otherwise specifically noted in the Contract
Documents.
d. The Design -Build Team is comprised of Design -Builder, the Design Consultant, and key
Subcontractors identified by Design -Builder.
e. Design Consultant is a qualified, licensed design professional who is not an employee of
Design -Builder, but is retained by Design -Builder, or employed or retained by anyone under
contract with Design -Builder, to furnish design services required under the Contract
Documents. A Design Sub -Consultant is a qualified, licensed design professional who is not
an employee of the Design Consultant but is retained by the Design Consultant or employed
or retained by anyone under contract to Design Consultant, to furnish design services
required under the Contract Documents.
f. Final Completion is the date on which all Work is complete in accordance with the Contract
Documents, including but not limited to, any items identified in the punch list prepared under
Article 13 Section 7 and the submission of all documents set forth herein.
g. Force Majeure Events are those events that are beyond the control of both the Design -Builder
and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics,
adverse weather conditions not reasonably anticipated, and other acts of God.
h. General conditions or specifications are included in Exhibit A, the City's RFQ/P and Basis
of Design, Conforming to Addendum No. 1.
i. Hazardous Conditions are any materials, wastes, substances, and chemicals deemed to be
hazardous under applicable Legal Requirements, or the handling, storage, remediation, or
disposal of which are regulated by applicable Legal Requirements.
j. Legal Requirements are all applicable federal, state, and local laws, codes, ordinances, rules,
regulations, orders and decrees of any government or quasi -government entity having
jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work,
including but not limited to all FAA requirements.
k. Project is the design and construction of the new T -hangars and associated taxilanes with
demolition of T -hangars for the Cape Girardeau Regional Airport in Cape Girardeau,
Missouri, at the location specified in Attachment A — Basis of Design, Drawing CS 100.
1. Resident Project Representative (RPR) refers to the individual, partnership, firm, or
corporation duly authorized by Owner to be responsible for all necessary inspections,
observations, tests, and/or observations of tests of the contract work performed or being
performed, or of the materials furnished or being furnished by the Contractor and acting
directly or through an authorized representative. For purposes of this Agreement, the RPR
is the Owner's Representative.
In. Site is the land or premises on which the Project is located.
n. A Subcontractor is any person or entity retained by Design -Builder as an independent
contractor to perform a portion of the Work and shall include materialmen and suppliers.
o. Sub -Subcontractor is any person or entity retained by a Subcontractor as an independent
contractor to perform any portion of a Subcontractor's Work and shall include materialmen
and suppliers.
p. Substantial Completion or Substantially Complete means the date on which the Work, or an
agreed upon portion of the Work, is sufficiently complete in accordance with the Contract
Documents so that Owner can occupy and use the Project or a portion thereof for its intended
purposes.
q. Work is comprised of all Design -Builder's design, construction and other services required
by the Contract Documents, including procuring and furnishing all materials, equipment,
services and labor reasonably inferable from the Contract Documents.
ARTICLE 2
SCOPE OF WORK, PLANS AND PROJECT SPECIFICATIONS
I. Design -Builder shall perform all design and construction services, and provide all material,
equipment, tools, and labor, necessary to complete the Work described in and reasonably inferable
from the Contract Documents. All work shall, during its progress and until its completion, conform
to the lines, elevations, and grades shown on said plans and profiles.
2. Material And Workmanship. All materials provided by Contractor shall be new materials of high
quality which shall give long life and reliable operation. All equipment shall be modern in design
and shall not have been in prior service except as required by factory tests. The workmanship shall
be of high quality in every detail.
3. Specifications.
a. Contractor shall perform all Work on this Project in accordance the requirements set forth in
the Scope of Work, Plans and Project Specifications which are attached as Exhibit A, all
applicable FAA Advisory Circulars, and in accordance with the City's Standard Specifications
and Standard Drawings (Latest Revision), which is attached as Exhibit B. In the event of a
conflict between these specifications, Contractor shall notify City of the conflict. Unless the
City directs otherwise, the Project Specifications in Exhibit A shall control over the general
specifications.
b. The Owner's Representative may furnish from time to time such detail drawings, plans,
profiles, and information as may be considered necessary for the Design -Builder's guidance
and clarification, unless otherwise provided in the Contract. In cases where the Work or any
portion thereof is to be performed in accordance with drawings, specifications, or lists of data
submitted by the Design -Builder and approved by the City, such approved drawings,
submittals, etc., shall become portions of the plans and specifications regarding the specific
matters to which such approval applies. The Design -Builder shall be solely responsible for the
correctness of the measurements and other essential information submitted by it and for the
correlation of the various portions and features of the Work which are or may be affected by
such measurements and information.
c. Any change required by the Owner's Representative in the drawings, submittals, etc., submitted
for approval by the Design -Builder, shall be considered as necessary in order to comply with
the requirements of the Plans and specifications, and shall not be the basis of any claim for
extra compensation over and above the Contract Price for the Work, except where changes
involving extra work are expressly authorized and ordered in accordance with the contract
provisions related to changes and extra work.
4. If the Design -Builder discovers any ambiguity, error, omission, conflict or discrepancy
("ambiguity, etc.") related to the Contract Documents that may significantly affect the cost, quality,
conformity, or timeliness of the Work, the Design -Builder shall promptly provide written
notification to the City in accordance with the applicable requirements set forth in this Agreement.
In case of an ambiguity, etc., the following components shall control in descending order of
priority:
a. Permits from other agencies as may be required by law;
b. Change orders, properly executed, with the most recent governing;
c. City issued Addenda;
d. City approved Specifications (with reference to specifications, the order of precedence is):
i. Special Conditions
ii. General Conditions
iii. Special Provisions
e. City approved Drawings (with reference to drawings, the order of precedence is):
i. Figures govern over scaled dimensions; and
ii. Detail drawings govern over general drawings; and
iii. Addenda or change order drawings govern over contract drawings; and
iv. Contract drawings govern over standard drawings; and
v. Contract drawings govern over shop drawings; and
f. City approved Plans.
ARTICLE 3
MUTUAL OBLIGATIONS
1. Mutual Obligations. City and Design -Builder commit at all times to cooperate fully with each other
and proceed on the basis of trust and good faith, to permit each parry to realize the benefits afforded
under the Contract Documents.
2. The Parties, prior to execution of this Agreement, shall carefully review all the Contract Documents
for any conflicts or ambiguities. The Design -Builder and City will discuss and resolve any
identified conflicts or ambiguities prior to execution of this Contract.
3. The Parties will meet within seven (7) days after execution of the Contract to discuss issues
affecting the administration of the Work and to implement the necessary procedures, including
those relating to submittals and payment, to facilitate the ability of the parties to perform their
obligations under the Contract Documents.
ARTICLE 4
DESIGN -BUILDER'S SERVICES AND RESPONSIBILITIES
1. General Services
a. Design -Builder's Representative.
i. Design -Builder designates the individual listed below as its Design -Builder
Representative: Johnny Guffey.
ii. The Design -Builder's Representative shall be reasonably available to City and shall have
the necessary expertise and experience required to supervise the Work. Design -Builder's
Representative shall communicate regularly with City and shall be vested with the
authority to act on behalf of Design -Builder. Design -Builder's Representative may be
replaced only with the mutual agreement of City and Design -Builder.
b. Design -Builder shall provide City with a monthly status report detailing the progress of the
Work, including (i) whether the Work is proceeding according to schedule, (ii) whether
discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution,
(iii) whether health and safety issues exist in connection with the Work; (iv) status of the
contingency account; and (v) other items that require resolution so as not to jeopardize
Design -Builder's ability to complete the Work for the Contract Price and within the Contract
Time(s).
c. The Design -Builder shall prepare and submit a schedule for the execution of the Work for
City's review and response. The schedule shall indicate the dates for the start and completion
of the various stages of Work. The schedule shall be revised as required by conditions and
progress of the Work, but such revisions shall not relieve Design -Builder of its obligations to
complete the Work within the Contract Time(s), as such dates may be adjusted in accordance
with the Contract Documents. City's review of, and response to, the schedule shall not be
construed as relieving Design -Builder of its complete and exclusive control over the means,
methods, sequences and techniques for executing the Work.
Design Professional Services.
a. Design -Builder shall, consistent with applicable state licensing laws, provide through qualified,
licensed (in the State of Missouri) design professionals employed by Design -Builder, or
procured from qualified, independent licensed Design Consultants, the necessary design
services, including architectural, engineering and other design professional services, for the
preparation of the required drawings, specifications and other design submittals to permit
Design -Builder to complete the Work consistent with the Contract Documents. Nothing in the
Contract Documents is intended or deemed to create any legal or contractual relationship
between City and any Design Consultant.
b. Standard of Care for Design Professional Services. The standard of care for all design
professional services performed to execute the Work shall be the care and skill ordinarily used
by members of the design profession practicing under similar conditions at the same time and
locality of the Project.
Design Development Services.
a. Design -Builder and City shall, consistent with any applicable provision of the Contract
Documents, agree upon any interim design submissions that City may wish to review, which
interim design submissions may include design criteria, drawings, diagrams, and specifications
setting forth the Project requirements. On or about the time of the scheduled submissions,
Design -Builder and City shall meet and confer about the submissions, with Design -Builder
identifying during such meetings, among other things, the evolution of the design, or, if
applicable, previously submitted design submissions. Minutes of the meetings, including a full
listing of all changes, will be maintained by Design -Builder and provided to all attendees for
review. Following the design review meeting, City shall review and approve the interim design
submissions and meeting minutes.
b. The City's review and approval of interim design submissions, meeting minutes, and the
Construction Documents is for the purpose of mutually establishing a conformed set of
Contract Documents compatible with the requirements of the Work. Neither City's review nor
approval of any interim design submissions, meeting minutes, and Construction Documents
shall be deemed to transfer any design liability from Design -Builder to City.
c. Design -Builder shall submit to City Construction Documents setting forth in detail drawings
and specifications describing the requirements for construction of the Work. The Construction
Documents shall be consistent with the latest set of interim design submissions, as such
submissions may have been modified in a design review meeting and recorded in the meetings
minutes. The parties shall have a design review meeting to discuss, and the City shall review
and approve, the Construction Documents in accordance with the procedures set forth herein.
d. To the extent not prohibited by the Contract Documents or Legal Requirements, the
Design -Builder may prepare interim design submissions and Construction Documents for a
portion of the Work to permit construction to proceed on that portion of the Work prior to
completion of the Construction Documents for the entire Work.
4. Design -Builder's Construction Phase Services.
a. The Design -Builder shall proceed with construction in accordance with City approved
Construction Documents and shall submit one set of approved Construction Documents to City
prior to commencement of construction.
b. Unless otherwise provided in the Contract Documents to be the responsibility of City or a
separate contractor, Design -Builder shall provide through itself or Subcontractors the necessary
supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary
utilities, and other temporary facilities to permit Design -Builder to complete construction of
the Project consistent with the Contract Documents.
c. Design -Builder shall perform all construction activities efficiently and with the requisite
expertise, skill, and competence to satisfy the requirements of the Contract Documents.
Design -Builder shall at all times exercise complete and exclusive control over the means,
methods, sequences and techniques of construction.
d. Design -Builder shall employ only Subcontractors who are duly licensed and qualified to
perform the Work consistent with the Contract Documents. Design -Builder assumes
responsibility to City for the proper performance of the Work of Subcontractors and any acts
and omissions in connection with such performance. Nothing in the Contract Documents is
intended or deemed to create any legal or contractual relationship between City and any
Subcontractor or Sub -Subcontractor, including but not limited to any third -party beneficiary
rights.
e. Design -Builder shall coordinate the activities of all Subcontractors. If City performs other
Work on the Project or at the Site with separate contractors under City's control, Design -Builder
agrees to cooperate and coordinate its activities with those of such separate contractors so that
the Project can be completed in an orderly and coordinated manner without unreasonable
disruption.
f. Design -Builder shall keep the Site reasonably free from debris, trash, and construction wastes
to permit Design -Builder to perform its construction services efficiently, safely and without
interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a
portion of the Work, Design -Builder shall remove all debris, trash, construction wastes,
materials, equipment, machinery, and tools arising from the Work or applicable portions
thereof to permit City to occupy the Project or a portion of the Project for its intended use.
g. Specifications and Plans: Contractor shall keep at the job site a copy of the plans and
specifications and shall at all times give City and Owner's Representative access thereto.
Anything mentioned in the specifications and not shown on the plans, or shown on the plans
and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both.
In any case of discrepancy between the plans and the specifications, the matter shall be
promptly submitted to Owner's Representative, who shall promptly provide a determination in
writing. Any adjustment or interpretation by Contractor without this determination shall be at
Contractor's own risk or expense. Owner's Representative shall furnish from time to time such
detail plans and other information as may be considered necessary, unless otherwise provided.
h. All Work scheduled by Contractor shall be planned with the consent of Owner's Representative
and City Engineer and shall not in any way interfere with any utility, highway, railroad, or
private property unless consent is given by authorized representatives of City.
Legal Requirements.
a. Design -Builder shall perform the Work in accordance with all Legal Requirements and shall
provide all notices applicable to the Work as required by the Legal Requirements.
b. The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design -Builder
for the effects of any changes in the Legal Requirements enacted after the date of the Contract
affecting the performance of the Work. Such effects may include, without limitation, revisions
Design -Builder is required to make to the Construction Documents because of changes in Legal
Requirements.
6. Governmental Approvals and Permits.
a. Design -Builder shall obtain and pay for all necessary permits, approvals, licenses, government
charges, badges, and inspection fees required for the prosecution of the Work by any
government or quasi -government entity having jurisdiction over the Project.
b. The Design -Builder shall provide reasonable assistance to City in obtaining those permits,
approvals and licenses that are City's responsibility.
Design -Builder's Responsibility for Project Safety.
a. Design -Builder recognizes the importance of performing the Work in a safe manner so as to
prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii)
the Work, including materials and equipment incorporated into the Work or stored on -Site or
off- Site, and (iii) all other property at the Site or adjacent thereto. Design -Builder assumes
responsibility for implementing and monitoring all safety precautions and programs related to
the7erformancee of the Work. The Design -Builder shall, prior to commencing construction,
designate a Safety Representative with the necessary qualifications and experience to supervise
the implementation and monitoring of all safety precautions and programs related to the Work.
Unless otherwise required by the Contract Documents, Design -Builder's Safety Representative
shall be an individual stationed at the Site who may have responsibilities on the Project in
addition to safety. The Safety Representative shall make routine daily inspections of the Site
and shall hold weekly safety meetings with Design -Builder's personnel, Subcontractors and
others as applicable.
b. Design -Builder and Subcontractors shall comply with all Legal Requirements relating to safety,
as well as any City -specific safety requirements set forth in the Contract Documents, provided
that such City -specific requirements do not violate any applicable Legal Requirement. Design -
Builder will immediately report in writing any safety-related injury, loss, damage or accident
arising from the Work to Owner's Representative and, to the extent mandated by Legal
Requirements, to all government or quasi -government authorities having jurisdiction over
safety- related matters involving the Project or the Work.
c. Design -Builder's responsibility for safety under this Section is not intended in any way to
relieve Subcontractors and Sub -Subcontractors of their own contractual and legal obligations
and responsibility for (i) complying with all Legal Requirements, including those related to
health and safety matters, and (ii) taking all necessary measures to implement and monitor all
safety precautions and programs to guard against injuries, losses, damages or accidents
resulting from their performance of the Work.
d. No Peculiar Risk. Design -Builder acknowledges and agrees that the Work to be performed
hereunder does not constitute a peculiar risk of bodily harm and that no special precautions are
required to perform the Work.
e. Accident Prevention: Precaution shall be exercised at all times for the protection of persons
(including employees) and property. The safety provisions of applicable laws, and building and
construction codes shall be observed. Machinery, equipment, and all hazards shall be guarded
or eliminated in accordance with the safety provisions of the "Manual of Accident Prevention
in Construction", published by the Associated General Contractors of America, to the extent
that such provisions are not in contravention of applicable laws. Current standards of the
Occupational Safety and Health Act shall be applied. Contractor shall not commit or permit a
public or private nuisance during this Project.
f. The Contractor shall take all necessary steps to protect its own workers, airport and utility
personnel, and the public from unnecessary danger or hazard during the prosecution of the
Work on this Project. Danger signs, warning signs, flares, lanterns, railings, barriers, sheeting,
shoring, etc. shall be erected to prevent accidents from construction, falling objects, rotating
machinery, electric lines, and other conditions which might present unusual hazard.
g. Construction Safety Program Requirements:
i. Contractor shall require all on-site employees to complete the ten-hour safety training
program required pursuant to Section 292.675 RSMo, if they have not previously
completed the program and have documentation of having done so. All employees working
on the project are required to complete the program within sixty (60) days of beginning
Work on the Project.
ii. Any employee found on the worksite subject to this section without documentation of the
successful completion of the course required under subsection g(i) shall be afforded twenty
(20) days to produce such documentation before being subject to removal from the project.
iii. Pursuant to Section 292.675 RSMo., Contractor shall forfeit as a penalty to City two
thousand five hundred dollars ($2,500.00) plus one hundred dollars ($100.00) for each
employee employed by Contractor or subcontractor, for each calendar day, or portion
thereof, such employee is employed without the required training. The penalty shall not
begin to accrue until the time periods in subsections g(i.) and (ii.) have elapsed. City shall
withhold and retain from the amount due Contractor under this Contract, all sums and
amounts due and owing City as a result of any violation of this section.
Design -Builder's Warranty.
a. Design -Builder warrants to City that the construction, including all materials and equipment
furnished as part of the construction, shall be new unless otherwise specified in the Contract
Documents, of good quality, in conformance with the Contract Documents and free of defects
in materials and workmanship. Design -Builder's warranty obligation excludes defects caused
by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner.
Nothing in this warranty is intended to limit any manufacturer's warranty which provides City
with greater warranty rights than set forth in this Section or the Contract Documents. Design -
Builder will provide City with all manufacturers' warranties upon Substantial Completion.
b. Warranty. Design -Builder shall comply with all warranty requirements applicable to property
and/or equipment installed in connection with the Project and shall take such actions as are
necessary to assign such warranties to City upon completion of the Project.
9. Correction of Defective Work.
a. Design -Builder agrees to correct any Work that is found to not be in conformance with the
Contract Documents, including that part of the Work subject to Section 8 — Design Builder's
Warranty hereof, within a period of one (1) year from the date of Substantial Completion of
the Work or any portion of the Work, or within such longer period to the extent required by
any specific warranty included in the Contract Documents. The one-year period referenced
above applies only to Design -Builder's obligation to correct nonconforming Work and is not
intended to constitute a period of limitations for any other rights or remedies City may have
regarding Design -Builder's other obligations under the Contract Documents.
b. Design -Builder shall, within seven (7) calendar days of receipt of written notice from City that
the Work is not in conformance with the Contract Documents, take necessary steps to
commence correction of such nonconforming Work, including the correction, removal or
replacement of the nonconforming Work and any damage caused to other parts of the Work
affected by the nonconforming Work. If Design -Builder fails to commence the necessary steps
within such seven (7) calendar day period, City, in addition to any other remedies provided
under the Contract Documents, may provide Design -Builder with written notice that City will
commence correction of such nonconforming Work with its own forces. If City does perform
such corrective Work, Design -Builder shall be responsible for all reasonable costs incurred by
City in performing such correction. If the nonconforming Work creates an emergency requiring
an immediate response, the seven (7) calendar day period identified herein shall be deemed
inapplicable.
10. Interference: All Work scheduled by Contractor shall be planned with the consent of the City and
shall not in any way interfere with any utility, highway, railroad, or private property unless consent
is given by authorized representatives of City.
ARTICLE 5
CITY'S SERVICES AND RESPONSIBILITES
Duty to Cooperate.
a. City shall, throughout the performance of the Work, cooperate with Design -Builder and
perform its responsibilities, obligations, and services in a timely manner to facilitate
Design -Builder's timely and efficient performance of the Work.
b. The City shall provide timely reviews and approvals of interim design submissions and
Construction Documents; 2 -week turnaround for initial reviews, 1 week for
revision/subsequent reviews.
c. City shall give Design -Builder timely notice of any Work that City notices to be defective or
not in compliance with the Contract Documents.
2. City's Representative. The City designates the following individual as its City Representative:
Katrina Amos
Airport Manager
City of Cape Girardeau
860 Limbaugh Drive
Cape Girardeau, Missouri 63701
City's Owner's Representative. The City hereby designates Burns & McDonnell Engineering
Company, Inc., to serve as Owner's Representative and to assist the City with information and
approvals in a timely manner to permit Design -Builder to fulfill its obligations under the Contract
Documents. The Owner's Representative shall also provide Design -Builder with prompt notice if
it observes any failure on the part of Design -Builder to fulfill its contractual obligations, including
any errors, omissions, or defects in the performance of the Work. Owner's Representative shall
communicate regularly with Design -Builder and shall be vested with the authority to act on behalf
of City as set forth in Owner's Representative Agreement(s).
4. Government Approvals and Permits. The City shall provide reasonable assistance to Design -
Builder in obtaining all necessary permits, approvals, and licenses that are the Design -Builder's
responsibility.
5. City's Separate Contractors. The City is responsible for all Work performed on the Project or at the
Site by separate contractors under City's control. City shall contractually require its separate
contractors to cooperate with and coordinate their activities so as not to interfere with, Design -
Builder in order to enable Design -Builder to timely complete the Work consistent with the Contract
Documents.
City's Right to Stop Work. If the Design -Builder fails to correct Work which is not in accordance
with the requirements of the Contract Documents or fails to carry out Work in accordance with the
Contract Documents or for any cause whatsoever, the City or it's Owner's Representative may
order the Design -Builder to stop the Work, or any portion of the Work, until the cause for such
order has been eliminated; however, the City and its Owner's Representative's right to exercise this
provision shall not be for the benefit of the Design -Builder or any other person or entity. If the City
or its Owner's Representative stops the Work because of conduct by the Design -Builder, its agents,
representatives, or subcontractors, no compensation in time or money shall be owed to the Design -
Builder for such stoppage.
ARTICLE 6
OWNERSHIP OF WORK PRODUCT AND DELIVERABLES
Property of City. All drawings, specifications, design documents and other documents and
electronic data, including such documents identified in the General Conditions (collectively,
"Deliverables"), prepared or furnished by or for Design -Builder or its Subcontractors or Design
Consultants in connection with the Project's specific requirements shall be the property of City,
whether or not the Project is completed, and all common law and statutory property interests,
including but not limited to any intellectual property rights, copyrights and/or patents, now held or
acquired in the future by Design -Builder and its Subcontractors and Design Consultants in the
design documents or in the design of the Project, or any portion of the Project, are hereby
irrevocably assigned to City. Design -Builder and its Subcontractors and Design Consultants are
hereby granted by the City a limited license, revocable at any time by City, to copy and use the
design documents for the purposes of completing the Project only.
Delivery to City. Design -Builder shall deliver design documents and all other Deliverables to City
as each Component of the Project is completed, or the date this Contract is terminated for any
reason prior to completion of all services. If this Contract is terminated for any reason, City and its
agents, employees, representatives, and assigns may use the design documents and Deliverables,
in whole or in part, or in modified form, at City's sole discretion to complete the Project and without
further employment of, or payment of further compensation to, Design -Builder or any third party.
Official Submissions. Submissions or distribution of documents to meet official regulatory
requirements or for other purposes in connection with the Project shall not be deemed as publication
in derogation of copyrights or other reserved rights.
4. Design -Builder shall include the provisions of Article 6 in all contracts it enters with its
Subcontractors and Design Consultants and shall require such Subcontractors and Design
Consultants to include such provisions in all contracts with lower tier Subcontractors and Design
Consultants.
ARTICLE 7
COMPLETION TIME
Date of Commencement. The Work, with respect to each Component or Stage, shall commence
within five (5) calendar days of Design -Builder's receipt of a notice to proceed ("Date of
Commencement") unless the parties mutually agree otherwise in writing. Design -Builder and City
agree that City intends to issue two notices to proceed: one for the start of the preconstruction and
design stage, to thereafter issue a second notice to proceed for the start of construction operations
with respect to the Work.
Substantial Completion and Final Completion.
a. Completion of the design and construction for all Components of the Project and Bipartisan
Infrastructure Law -Airport Infrastructure Grant funding closeout shall be achieved no later than
June 28, 2024.
b. Final Completion of the Work shall be achieved as expeditiously as reasonably practicable,
but no later than ninety (90) calendar days after Substantial Completion. Final Completion is
the date when all Work is complete pursuant to the definition of Final Completion set forth in
Article 1.
3. Time is of the Essence. City and Design -Builder mutually agree that time is of the essence with
respect to the dates and times set forth in the Contract Documents.
4. It is expressly understood and agreed, by and between Design -Builder and City, that the contract
time to complete 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 additional Work requested by City under Change
Order or a contract amendment in accordance with the terms set forth herein.
ARTICLE 8
LIQUIDATED DAMAGES
Liquidated Damages. The Design -Builder understands that if Final Completion is not attained by
the applicable Scheduled Final Completion Date, the City will suffer damages which are difficult
to determine and accurately specify. For each calendar day that any work remains uncompleted
after the contract time (including all extensions and adjustments), the sum specified in the
contract as liquidated damages will be deducted from any money due or to become due to the
Design -Builder or his/her surety. Such deducted sums shall not be deducted as a penalty but shall
be considered as liquidation of a reasonable portion of damages including but not limited to
additional engineering services that will be incurred by the Owner should the Design -Builder fail
to complete the work in the time provided in his/her contract. The Design -Builder agrees that if
Final Completion is not attained by the applicable Scheduled Final Completion Date, Design -
Builder shall pay City One Thousand dollars ($1,000.00), as liquidated damages for each calendar
day that Final Completion extends beyond the applicable Scheduled Final Completion Date.
ARTICLE 9
EXTRA WORK AND CHANGES
1. Changes. City shall have the right to make changes within the general scope of Design -Builder's
services, with an appropriate change in compensation and/or schedule, upon execution of a
mutually acceptable amendment or change order signed by an authorized representative of City and
the President or any Vice President or designated officer of Design -Builder.
ARTICLE 10
HAZARDOUS CONDITIONS AND DIFFERING SITE CONDITIONS
Hazardous Conditions.
a. Unless otherwise expressly provided in the Contract Documents to be part of the Work, Design -
Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon
encountering any Hazardous Conditions, Design -Builder will stop Work immediately in the
affected area and duly notify City and, if required by Legal Requirements, all government or
quasi -government entities with jurisdiction over the Project or Site.
b. Design -Builder shall be obligated to resume Work at the affected area of the Project only after
City provides it with written certification that (i) the Hazardous Conditions have been removed
or rendered harmless and (ii) all necessary approvals have been obtained from all government
and quasi -government entities having jurisdiction over the Project or Site.
c. Design -Builder will be entitled to an adjustment in its Contract Price and/or Contract Time(s)
to the extent Design -Builder's cost and/or time of performance have been adversely impacted
by the presence of Hazardous Conditions.
d. City is not responsible for Hazardous Conditions introduced to the Site by Design -Builder,
Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by
law, Design -Builder shall indemnify, defend, and hold harmless City of Cape Girardeau and
City's officers, directors, employees and agents from and against all claims, losses, damages,
liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from
those Hazardous Conditions introduced to the Site by Design -Builder, Subcontractors or
anyone for whose acts they may be liable.
2. Differing Site Conditions.
a. Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially
differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature,
differing materially from the conditions ordinarily encountered and generally recognized as
inherent in the Work are collectively referred to herein as "Differing Site Conditions." If
Design -Builder encounters a Differing Site Condition, Design -Builder may be entitled to an
adjustment in the Contract Price and/or Contract Time(s) to the extent Design -Builder's cost
and/or time of performance are adversely impacted by the Differing Site Condition.
b. Upon encountering a Differing Site Condition, Design -Builder shall provide prompt written
notice to City of such condition, which notice shall not be later than fourteen (14) days after
such condition has been encountered. The Design -Builder shall, to the extent reasonably
possible, provide such notice before the Differing Site Condition has been substantially
disturbed or altered.
ARTICLE 11
DAVIS-BACON ACT AND PREVAILING WAGE
1. Minimum Wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid
unconditionally and not less often than once a week, and without subsequent deduction or
rebate on any account (except such payroll deductions as are permitted by the Secretary of
Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide
fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less
than those contained in the wage determination of the Secretary of Labor which is attached
hereto and made a part hereof, regardless of any contractual relationship which may be
alleged to exist between Contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section
1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid
to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section;
also, regular contributions made or costs incurred for more than a weekly period (but not less
often than quarterly) under plans, funds, or programs which cover the particular weekly
period, are deemed to be constructively made or incurred during such weekly period. Such
laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the
wage determination for the classification of Work actually performed, without regard to skill,
except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more
than one classification may be compensated at the rate specified for each classification for
the time actually worked therein: Provided that the employer's payroll records accurately set
forth the time spent in each classification in which Work is performed. The wage
determination (including any additional classification and wage rates conformed under (1)(ii)
of this section) and the Davis -Bacon poster (WH -1321) shall be posted at all times by
Contractor and its subcontractors at the site of the Work in a prominent and accessible place
where it can easily be seen by the workers.
(ii) (A) The contracting officer shall require that any class of laborers or mechanics, including
helpers, which is not listed in the wage determination, and which is to be employed under
the contract shall be classified in conformance with the wage determination. The
contracting officer shall approve an additional classification and wage rate and fringe
benefits therefore only when the following criteria have been met:
(1) The Work to be performed by the classification requested is not performed
by a classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a
reasonable relationship to the wage rates contained in the wage
determination.
(B) If Contractor and the laborers and mechanics to be employed in the classification (if
known), or their representatives, and the contracting officer agree on the classification
and wage rate (including the amount designated for fringe benefits where appropriate), a
report of the action taken shall be sent by the contracting officer to the Administrator of
the Wage and Hour Division, Employment Standards Administration, U.S. Department
of Labor, Washington, DC 20210. The Administrator, or an authorized representative,
will approve, modify, or disapprove every additional classification action within 30 days
of receipt and so advise the contracting officer or will notify the contracting officer within
the 30 -day period that additional time is necessary.
(C) In the event the Contractor, the laborers, or mechanics to be employed in the
classification, or their representatives, and the contracting officer do not agree on the
proposed classification and wage rate (including the amount designated for fringe
benefits where appropriate), the contracting officer shall refer the questions, including
the views of all interested parties and the recommendation of the contracting officer, to
the Administrator for determination. The Administrator, or an authorized representative,
will issue a determination within 30 days of receipt and so advise the contracting officer
or will notify the contracting officer within the 30 -day period that additional time is
necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to
subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing
work in the classification under this contract from the first day on which work is
performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or
mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor
shall either pay the benefit as stated in the wage determination or shall pay another bona fide
fringe benefit or an hourly cash equivalent thereof.
(iv) If the Contractor does not make payments to a trustee or other third person, the Contractor
may consider as part of the wages of any laborer or mechanic the amount of any costs
reasonably anticipated in providing bona fide fringe benefits under a plan or program:
Provided that the Secretary of Labor has found, upon the written request of the Contractor,
that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor
may require Contractor to set aside in a separate account, assets for the meeting of obligations
under the plan or program.
2. Withholding.
The Federal Aviation Administration or the sponsor shall upon its own action or upon written
request of an authorized representative of the Department of Labor withhold or cause to be
withheld from the Contractor under this contract or any other Federal contract with the same
prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing
wage requirements, which is held by the same prime contractor, so much of the accrued
payments or advances as may be considered necessary to pay laborers and mechanics,
including apprentices, trainees, and helpers, employed by Contractor or any subcontractor the
full amount of wages required by the contract. In the event of failure to pay any laborer or
mechanic, including any apprentice, trainee, or helper, employed or working on the site of
work, all or part of the wages required by the contract, the Federal Aviation Administration
may, after written notice to the Contractor, Sponsor, Applicant, or Owner, take such action as
may be necessary to cause the suspension of any further payment, advance, or guarantee of
funds until such violations have ceased.
3. Payrolls and Basic Records.
(i) Payrolls and basic records relating thereto shall be maintained by the Contractor during
the course of the work and preserved for a period of three years thereafter for all laborers
and mechanics working at the site of the work. Such records shall contain the name,
address, and social security number of each such worker; his or her correct classification;
hourly rates of wages paid (including rates of contributions or costs anticipated for bona
fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the
Davis -Bacon Act); daily and weekly number of hours worked; deductions made; and
actual wages paid. Whenever the Secretary of Labor has found under 29 CFR
5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan or program described in section
I(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records that show that
the commitment to provide such benefits is enforceable, that the plan or program is
financially responsible, and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and that show the costs anticipated or the actual
costs incurred in providing such benefits. Contractors employing apprentices or trainees
under approved programs shall maintain written evidence of the registration of
apprenticeship programs and certification of trainee programs, the registration of the
apprentices and trainees, and the ratios and wage rates prescribed in the applicable
programs.
(ii) (A) The Contractor shall submit weekly for each week in which any contract work is
performed a copy of all payrolls to the Federal Aviation Administration if the
agency is a party to the contract, but if the agency is not such a party, the
Contractor will submit the payrolls to the applicant, Sponsor, or Owner, as the
case may be, for transmission to the Federal Aviation Administration. The
payrolls submitted shall set out accurately and completely all of the information
required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social
security numbers and home addresses shall not be included on weekly
transmittals. Instead, the payrolls shall only need to include an individually
identifying number for each employee (e.g. the last four digits of the employee's
social security number). The required weekly payroll information may be
submitted in any form desired. Optional Form WH -347 is available for this
purpose from the Wage and Hour Division Web site at
www.doLgov/whd/forms/wh347instr.htm or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all
subcontractors. Contractors and subcontractors shall maintain the full social
security number and current address of each covered worker and shall provide
them upon request to the Federal Aviation Administration if the agency is a party
to the contract, but if the agency is not such a parry, the Contractor will submit
them to the applicant, sponsor, or Owner, as the case may be, for transmission to
the Federal Aviation Administration, the Contractor, or the Wage and Hour
Division of the Department of Labor for purposes of an investigation or audit of
compliance with prevailing wage requirements. It is not a violation of this section
for a prime contractor to require a subcontractor to provide addresses and social
security numbers to the prime contractor for its own records, without weekly
submission to the sponsoring government agency (or the applicant, Sponsor, or
Owner).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance,"
signed by Contractor or subcontractor or his or her agent who pays or supervises
the payment of the persons employed under the contract and shall certify the
following:
(1) The payroll for the payroll period contains the information required to
be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is
being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information
is correct and complete; and
(2) Each laborer and mechanic (including each helper, apprentice, and
trainee) employed on the contract during the payroll period has been paid
the full weekly wages earned, without rebate, either directly or indirectly,
and that no deductions have been made either directly or indirectly from
the full wages earned, other than permissible deductions as set forth in
Regulations 29 CFR Part 3; and
(3) Each laborer or mechanic has been paid not less than the applicable wage
rates and fringe benefits or cash equivalents for the classification of work
performed, as specified in the applicable wage determination
incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse
side of Optional Form WH -347 shall satisfy the requirement for submission of the
"Statement of Compliance" required by paragraph (3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the Contractor or
subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and
Section 231 of Title 31 of the United States Code.
(iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of
this section available for inspection, copying, or transcription by authorized representatives
of the sponsor, the Federal Aviation Administration, or the Department of Labor and shall
permit such representatives to interview employees during working hours on the job. If the
Contractor or subcontractor fails to submit the required records or to make them available,
the Federal agency may, after written notice to Contractor, Sponsor, applicant, or Owner, take
such action as may be necessary to cause the suspension of any further payment, advance, or
guarantee of funds. Furthermore, failure to submit the required records upon request or to
make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.
4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the
work they performed when they are employed pursuant to and individually registered in a
bona fide apprenticeship program registered with the U.S. Department of Labor, Employment
and Training Administration, Bureau of Apprenticeship and Training, or with a State
Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her
first ninety (90) days of probationary employment as an apprentice in such an apprenticeship
program, who is not individually registered in the program, but who has been certified by the
Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate)
to be eligible for probationary employment as an apprentice. The allowable ratio of
apprentices to journeymen on the job site in any craft classification shall not be greater than
the ratio permitted to Contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise
employed as stated above, shall be paid not less than the applicable wage rate on the wage
determination for the classification of work actually performed. In addition, any apprentice
performing work on the job site in excess of the ratio permitted under the registered program
shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed. Where a contractor is performing construction on a project in a locality
other than that in which its program is registered, the ratios and wage rates (expressed in
percentages of the journeyman's hourly rate) specified in Contractor's or subcontractor's
registered program shall be observed. Every apprentice must be paid at not less than the rate
specified in the registered program for the apprentice's level of progress, expressed as a
percentage of the journeymen hourly rate specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance with the provisions of the
apprenticeship program. If the apprenticeship program does not specify fringe benefits,
apprentices must be paid the full amount of fringe benefits listed on the wage determination
for the applicable classification. If the Administrator determines that a different practice
prevails for the applicable apprentice classification, fringes shall be paid in accordance with
that determination. In the event the Bureau of Apprenticeship and Training, or a State
Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship
program, Contractor will no longer be permitted to utilize apprentices at less than the
applicable predetermined rate for the work performed until an acceptable program is
approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less
than the predetermined rate for the work performed unless they are employed pursuant to and
individually registered in a program which has received prior approval, evidenced by formal
certification by the U.S. Department of Labor, Employment and Training Administration.
The ratio of trainees to journeymen on the job site shall not be greater than permitted under
the plan approved by the Employment and Training Administration. Every trainee must be
paid at not less than the rate specified in the approved program for the trainee's level of
progress, expressed as a percentage of the journeyman hourly rate specified in the applicable
wage determination. Trainees shall be paid fringe benefits in accordance with the provisions
of the trainee program. If the trainee program does not mention fringe benefits, trainees shall
be paid the full amount of fringe benefits listed on the wage determination unless the
Administrator of the Wage and Hour Division determines that there is an apprenticeship
program associated with the corresponding journeyman wage rate on the wage determination
that provides for less than full fringe benefits for apprentices. Any employee listed on the
payroll at a trainee rate that is not registered and participating in a training plan approved by
the Employment and Training Administration shall be paid not less than the applicable wage
rate on the wage determination for the classification of work actually performed. In addition,
any trainee performing work on the job site in excess of the ratio permitted under the
registered program shall be paid not less than the applicable wage rate on the wage
determination for the work actually performed. In the event the Employment and Training
Administration withdraws approval of a training program, the Contractor will no longer be
permitted to utilize trainees at less than the applicable predetermined rate for the work
performed until an acceptable program is approved.
(iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen
under this part shall be in conformity with the equal employment opportunity requirements
of Executive Order 11246, as amended, and 29 CFR Part 30.
5. Compliance with Copeland Act Requirements.
The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by
reference in this contract.
6. Subcontracts.
The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR
Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by
appropriate instructions require, and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for the
compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29
CFR Part 5.5.
7. Contract Termination: Debarment.
A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in
29 CFR 5.12.
8. Compliance with Davis -Bacon and Related Act Requirements.
All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1,
3, and 5 are herein incorporated by reference in this contract.
9. Disputes Concerning Labor Standards.
Disputes arising out of the labor standards provisions of this contract shall not be subject to the
general disputes clause of this contract. Such disputes shall be resolved in accordance with the
procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the
meaning of this clause include disputes between the Contractor (or any of its subcontractors) and
the contracting agency, the U.S. Department of Labor, or the employees or their representatives.
10. Certification of Eligibility.
(i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any
person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be
awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR
5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR
5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC
1001.
11. Compliance with Missouri's Prevailing Wage Law. This Agreement shall be based upon payment
by Design -Builder and its Subcontractors of wage rates not less than the prevailing hourly wage
rate for each craft or classification of workers engaged on the Work as determined by the Federal
Wage Order or the State of Missouri Department of Labor and Industrial Relations, whichever is
higher.
a. The applicable wage orders are set forth in Exhibit 1.
b. During the life of this Agreement, the prevailing hourly rate of wages is subject to change by
the State of Missouri Department of Labor and Industrial Relations, the United States
Department of Labor, or by court decision as provided by law.
c. Not less than the prevailing hourly rate of wages, as found by the Department of Labor and
Industrial Relations of Missouri or the United States Department of Labor, whichever is higher,
shall be paid to all workers performing Work under this Agreement. Design -Builder's bond
shall include such provisions as will guarantee the faithful performance of the prevailing hourly
wage rate as provided by the Agreement. Any change shall not be the basis of any claim by
Design -Builder against City.
d. The Design -Builder shall comply with all requirements of the prevailing wage law of Missouri
Revised Statutes Sections 290.210 to 290.340, including the latest amendments thereto.
Design -Builder shall comply with all requirements of the Code of State Regulations relating to
prevailing wage.
e. Design -Builder and each subcontractor shall keep an accurate record showing the names,
occupations, and crafts of all workers employed, together with the number of hours worked by
each worker and the actual wages paid to each worker. Each month Design -Builder shall submit
certified copies of their current payrolls to City. City, upon receipt of the payrolls on the Project,
shall keep the payrolls on file for a period of one (1) year from the date of submission of the
final payrolls by Design -Builder. The payroll records shall set out accurately and completely
the following: name and address of each worker, the class or type of worker, rate of pay, daily
and weekly number of hours worked for each class or type of work performed, deduction made,
and actual wages paid for each class or type of Work performed by each worker. The payroll
records shall be available at all times for inspection by authorized representatives of the State
of Missouri's Department of Labor and Industrial Relations and the United States Department
of Labor. At all reasonable hours, such records shall be open to inspection by the
representatives of State of Missouri, the United States Department of Labor, and City. The
payroll records required to be so kept shall not be destroyed or removed from the state for the
period of one (1) year following the completion of the Project in connection with which the
records are made.
£ Notices. Throughout the life of this Agreement, a copy of the wage determination and the rules
promulgated by the State of Missouri Department of Labor and Industrial Relations Division
of Labor Standards shall be displayed in at least four (4) conspicuous places on the project
under a heading of NOTICE with the heading in letters at least one (1) inch high.
g. Penalty. Pursuant to Section 290.250 RSMo, Design -Builder shall forfeit to City as penalty,
one hundred ($100.00) dollars for each worker employed, for each calendar day, or portion
thereof, such worker is paid less than the stipulated rates for any Work done under the
Agreement, by them or by any subcontractor under them.
h. Affidavit of Compliance. After completion of the Work and before final payment can be made
under this Agreement, Design -Builder and each Subcontractor shall file with City an affidavit
(Exhibit J) stating that they have fully complied with the provisions and requirements of the
prevailing wage law and regulations of Missouri, Sections 290.210 to 290.340 RSMo; and
Code of State Regulations 8 CSR 30-3.010 through 3.060.
ARTICLE 12
CONTRACT PRICE
1. In consideration of Design -Builder's performance of the Work, City agrees to pay Design -Builder
a Contract Price not to exceed Two Million Nine Hundred Thousand dollars ($2,900,000.00) (the
"Contract Price"), subject to additions and deductions by Change Order or Contract Amendment as
provided in the Contract Documents.
2. The Contract Price is the guaranteed maximum price to City for the Work, and is not a lump -sum
fixed contract price. The maximum sum referenced in Article 12, Section 1 above is the Contract
Price, and may be referred to in the Contract Documents as the Guaranteed Maximum Price
("GMP") or the Not -to -Exceed amount. Costs which would cause the Contract Price to be exceeded
shall be paid by Design -Builder without reimbursement by City. If the final cost of the Work plus
Design -Builder's fee is less than the Contract Price, such savings shall accrue one hundred percent
(100%) to City. Except as otherwise provided in the Contract Documents, the Contract Price will
fully compensate Design -Builder for the duration of the Work required by the Contract Documents.
3. The Design -Builder's Fee shall be a Lump Sum amount of $365,018.32. The Design -Builder's
Fee shall be adjusted for changes in Work by zero percent (0%) for deductive changes and five
percent (5%) of the Cost of Work for additive changes.
4. Cost of Work shall mean costs reasonably incurred by Design -Builder in proper performance of
the work. Cost may include all items stated in the RFQ/P, and any of the following: Costs of
Salaries and Burden of Design -Builder's supervisory and administrative personnel, Costs for
electronic equipment and software directly related to the work, Cost of premiums for
Subcontractor Default Insurance, Costs for preparation of the technical and pricing proposals,
Costs for Design Builder's BIM & Quality Management Services
ARTICLE 13
PAYMENTS
1. Schedule of Values. Design -Builder shall submit for City's review and approval a schedule of
values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective
parts, (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly
progress payments made to Design -Builder throughout the Work.
Monthly Progress Payments.
a. The Design -Builder shall submit for City's review and approval its Application for Payment
requesting payment for all Work performed as of the date of the Application for Payment. The
Application for Payment shall be accompanied by all supporting documentation required by
the Contract Documents and/or established at the meeting required by Article 3, Section 3
hereof.
b. The Application for Payment may request payment for equipment and materials not yet
incorporated into the Project, provided that (i) City is satisfied that the equipment and materials
are suitably stored at either the Site or another acceptable location, (ii) the equipment and
materials are protected by suitable insurance and (iii) upon payment, City will receive the
equipment and materials free and clear of all liens and encumbrances.
c. The Application for Payment shall constitute Design -Builder's representation that the Work
described herein has been performed consistent with the Contract Documents, has progressed
to the point indicated in the Application for Payment, and that title to all Work will pass to City
free and clear of all claims, liens, encumbrances, and security interests upon the incorporation
of the Work into the Project, or upon Design -Builder's receipt of payment, whichever occurs
earlier.
d. The Design -Builder shall submit to City Design -Builder's Application for Payment in
accordance with the schedule contained in the Contract Documents, and otherwise in
accordance with the Agreement.
e. City shall make payment within fourteen (14) days after City's receipt of each properly
submitted and accurate Application for Payment in accordance with the terms set forth herein,
but in each case less the total of payments previously made, and less amounts properly withheld
under the terms of this Agreement.
Withholding of Payment. If City determines that Design -Builder is not entitled to all or part of an
Application for Payment as a result of Design -Builder's failure to meet its obligations hereunder, it
will notify Design -Builder in writing. The notice shall indicate the specific amounts City intends
to withhold, the reasons and contractual basis for the withholding, and the specific measures
Design -Builder must take to rectify City's concerns. If the parties cannot resolve the City's
concerns, Design -Builder may pursue its rights under the Contract Documents.
4. Partial Payments. Partial payments will be made to the Design -Builder at least once each month as
the work progresses. Said payments will be based upon estimates, prepared by the RPR, of the
value of the work performed and materials complete and in place, in accordance with the contract,
plans, and specifications. No partial payment will be made when the amount due to the Design -
Builder since the last estimate amounts to less than five hundred dollars.
a. From the total of the amount determined to be payable on a partial payment, not to
exceed five (5%) percent of such total amount will be deducted and retained by the
Owner for protection of the Owner's interests. Unless otherwise instructed by the
Owner, the amount retained by the Owner will be in effect until the final payment is
made except as follows: Design -Builder may request release of retainage on work that
has been partially accepted by the Owner in accordance with the Basis of Design.
Design -Builder must provide a certified invoice to the RPR that supports the value of
retainage held by the Owner for partially accepted work.
b. The Design -Builder is required to pay all subcontractors for satisfactory performance
of their contracts no later than 30 days after the Design -Builder has received a partial
payment. Design -Builder must provide the Owner evidence of prompt and full
payment of retainage held by the prime Design -Builder to the subcontractor within 30
days after the subcontractor's work is satisfactorily completed. A subcontractor's work
is satisfactorily completed when all the tasks called for in the subcontract have been
accomplished and documented as required by the Owner. When the Owner has made
an incremental acceptance of a portion of a prime contract, the work of a subcontractor
covered by that acceptance is deemed to be satisfactorily completed.
c. When at least 95% of the work has been completed to the satisfaction of the RPR, the
RPR shall, at the Owner's discretion and with the consent of the surety, prepare
estimates of both the contract value and the cost of the remaining work to be done. The
Owner may retain an amount not less than twice the contract value or estimated cost,
whichever is greater, of the work remaining to be done. The remainder, less all previous
payments and deductions, will then be certified for payment to the Design -Builder. It
is understood and agreed that the Design -Builder shall not be entitled to demand or
receive partial payment based on quantities of work in excess of those provided in the
proposal or covered by approved change orders or supplemental agreements, except
when such excess quantities have been determined by the RPR to be a part of the final
quantity for the item of work in question. No partial payment shall bind the Owner to
the acceptance of any materials or work in place as to quality or quantity. All partial
payments are subject to correction at the time of final payment as provided in this
Article, Item (7) Final Payment.
The Design -Builder shall deliver to the Owner a complete release of all claims for labor and
material arising out of this contract before the final payment is made. If any subcontractor or
supplier fails to furnish such a release in full, the Design -Builder may furnish a bond or other
collateral satisfactory to the Owner to indemnify the Owner against any potential lien or other such
claim. The bond or collateral shall include all costs, expenses, and attorney fees the Owner may be
compelled to pay in discharging any such lien or claim.
Partial payments may be made to the extent of the delivered cost of materials to be incorporated in
the work, provided that such materials meet the requirements of the contract, plans, and
specifications and are delivered to acceptable sites on the airport property or at other sites in the
vicinity that are acceptable to the Owner. Such delivered costs of stored or stockpiled materials
may be included in the next partial payment after the following conditions are met:
a. The material has been stored or stockpiled in a manner acceptable to the RPR at or on
an approved site.
b. The Design -Builder has furnished the RPR with acceptable evidence of the quantity
and quality of such stored or stockpiled materials.
c. The Design -Builder has furnished the RPR with satisfactory evidence that the material
and transportation costs have been paid.
d. The Design -Builder has furnished the Owner legal title (free of liens or encumbrances
of any kind) to the material stored or stockpiled.
e. The Design -Builder has furnished the Owner evidence that the material stored or
stockpiled is insured against loss by damage to or disappearance of such materials at
any time prior to use in the work. It is understood and agreed that the transfer of title
and the Owner's payment for such stored or stockpiled materials shall in no way relieve
the Design -Builder of their responsibility for furnishing and placing such materials in
accordance with the requirements of the contract, plans, and specifications. In no case
will the amount of partial payments for materials on hand exceed the contract price for
such materials or the contract price for the contract item in which the material is
intended to be used. No partial payment will be made for stored or stockpiled living or
perishable plant materials. The Design -Builder shall bear all costs associated with the
partial payment of stored or stockpiled materials in accordance with the provisions of
this paragraph.
Design -Builder's Payment Obligations. Design -Builder will pay Design Consultants and
Subcontractors, in accordance with its contractual obligations to such parties, all the amounts
Design -Builder has received from City on account of their work. Design -Builder will impose
similar requirements on Design Consultants and Subcontractors to pay those parties with whom
they have contracted. Design -Builder shall indemnify, defend, and hold harmless City of Cape
Girardeau from any claims, stop payment notices or mechanic's liens brought against City or against
the Project as a result of the failure of Design- Builder, or those for whose acts it is responsible, to
pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or
incurred for or in connection with the Work. Within three (3) days of receiving written notice from
City that such a claim, stop payment notice or mechanic's lien has been filed, Design -Builder shall
commence to take the steps necessary to discharge said claim, stop payment notice or lien,
including, if necessary, the furnishing of a release bond or a mechanic's lien bond. If Design -Builder
fails to do so, City will have the right to discharge the claim or lien and hold Design -Builder liable
for costs and expenses incurred, including attorneys' fees.
Substantial Completion.
a. The Design -Builder shall notify City when it believes the Work, or to the extent permitted in
the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days
of City's receipt of Design -Builder's notice, City and Design -Builder will jointly inspect such
Work to verify that it is Substantially Complete in accordance with the requirements of the
Contract Documents. If such Work is Substantially Complete, City shall prepare and issue a
Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion
of the Work or portion thereof, (ii) the remaining items of Work that have to be completed
before final payment, (iii) provisions (to the extent not already provided in the Contract
Documents) establishing City's and Design -Builder's responsibility for the Project's security,
maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that
warranties commence to run on the date of Substantial Completion, except as may otherwise
be noted in the Certificate of Substantial Completion.
b. Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work,
City shall release to Design -Builder all retained amounts relating, as applicable, to the entire
Work or completed portion of the Work, less an amount equal to the reasonable value of all
remaining or incomplete items of Work as noted in the Certificate of Substantial Completion.
c. City, at its option, may use a portion of the Work which has been determined to be Substantially
Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued
for the portion of Work addressing the items set forth in Article 13, Section 5 (a) above, (ii)
Design -Builder and City have obtained the consent of their sureties and insurers, and to the
extent applicable, the appropriate government authorities having jurisdiction over the Project,
and (iii) City and Design -Builder agree that City's use or occupancy will not interfere with
Design -Builder's completion of the remaining Work.
Final Payment.
a. Design -Builder shall submit its Final Application for Payment to City in accordance with the
requirements set forth herein. City shall make payment on Design -Builder's properly submitted
and accurate Final Application for Payment (less any amount the parties may have agreed to
set aside for warranty work) within thirty (30) days after City's receipt of the Final Application
for Payment, provided that Design -Builder has satisfied the requirements for final payment.
b. After receipt of a Final Application for Payment from Design -Builder, City shall make final
payment by the time required in the Contract, provided that Design -Builder has achieved Final
Completion.
c. At the time of submission of its Final Application for Payment (See Exhibits G & H), Design -
Builder shall provide the following information:
i. An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for
labor, services, material, equipment, taxes or other items performed, furnished or incurred
for or in connection with the Work which will in any way affect City's interests; and
ii. A general release executed by Design -Builder waiving, upon receipt of final payment by
Design -Builder, all claims, except those claims previously made in writing to City and
remaining unsettled at the time of final payment; and
iii. Consent of Design -Builder's surety, if any, to final payment; and
iv. All operating manuals, warranties and other deliverables required by the Contract
Documents; and
v. Certificates of insurance confirming that required coverages will remain in effect consistent
with the requirements of the Contract Documents.
Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies
would have been included on the Punch List if discovered earlier, shall be deemed warranty Work.
Such deficiencies shall be corrected by Design -Builder in Article 4 herein.
ARTICLE 14
FORCE ACCOUNT
City may require the Work to be done by force account, only when expressly directed in writing
by the City's Representative and in no other instance whatsoever for any determination of contract
adjustments for any Work performed on the project, whether claimed under the Contract, for breach
of the Contract, arising from a claimed representation by which the Contract was induced or any
other basis. All extra work done on a force account basis will be paid for in the following manner:
a. Labor. For all lead workers and laborers, Contractor will receive the rate of wage paid for each
hour that said lead workers and laborers are engaged in the force account work. Contractor will
receive the actual costs paid to, or on behalf of, employees for subsistence and travel
allowances, health and welfare benefits, pension fund benefits or other benefits, if such
amounts are required by the collective bargaining agreement or employment contract
applicable to the classes of labor employed on the work. An amount equal to ten (10) percent
(five (5) percent profit and five (5) percent overhead) of the sum of the above items will also
be paid to Contractor.
b. Insurance and Taxes. For property damage, liability and worker's compensation insurance
premiums, unemployment insurance contributions and social security taxes on the force
account work, Contractor will receive the actual cost paid, to which no percentage will be
added.
c. Material. For material accepted by City and used, Contractor will receive the actual cost of
such material delivered on the Work, including transportation charges paid (exclusive of
equipment rentals as hereinafter set forth), to which cost ten (10) percent (five (5) percent profit
and five (5) percent overhead) will be added. For all material used in connection with, but not
entering permanently into the Work, reasonable depreciation will be allowed.
d. Equipment. For only that Contractor -owned equipment necessary to accomplish the force
account work, including all fuel and lubricants, tires and repairs, Contractor will be allowed an
hourly rate equal to the monthly rental rate divided by one hundred seventy six (176) hours as
set out in the Rental Rate Blue Book for Construction Equipment on file in the Office of the
Secretary of the Commission at the time the work is begun. The allowed rates will be the rate
adjustment factor multiplied by the base hourly rates multiplied by the regional adjustment
factor, plus the estimated operating cost per hour. The allowed time will be the actual operating
time on the work. For the time required to move the equipment to and from the site of the work
and any authorized standby time, the rate will be fifty (50) percent of the hourly rate after the
actual operating costs have been deducted. All allowed time shall fall within the authorized
working hours for such extra work. No payment will be allowed for time elapsed while
equipment is broken down or being replaced. The hourly rental rates will apply only to
equipment that is already on the job. If the actual unit of equipment to be used is not listed in
the schedule, the rate listed for similar equipment with the approximate same initial cost shall
be used. Equipment to be used and all prices shall be agreed upon in writing before such
equipment is used. An amount equal to 10 percent (5 percent profit and 5 percent overhead) of
the sum of these items will also be paid to Contractor. Whenever it is necessary for Contractor
to rent equipment, the rental and transportation costs of the equipment plus five percent for
overhead will be paid. In no case shall the rental rates exceed those of established distributors
or equipment rental agencies. All prices shall be agreed upon in writing before such equipment
is used.
e. Miscellaneous. No additional allowance will be made for general superintendence, the use of
small tools or other costs for which no specific allowance is herein provided. No allowance
will be made for any consequential loss of profit or production, actual or anticipated because
of any force account. Jobsite and home office overhead expenses shall be considered fully
compensated by the payments provided in this section.
f. Subcontracted Work. For administration and all overhead costs in connection with approved
subcontract work, Contractor will receive an amount equal to five (5) percent of the actual cost
of the subcontracted work. City has the authority to require alterations in the equipment and
labor force assigned to force account work, to limit authorization of overtime work to that
normally used on a project for work of similar nature or to require overtime work when an
emergency exists, and to require the cessation of force account work when adverse conditions
seriously limit productivity.
g. Statements. No payment will be made for work performed on a force account basis until
Contractor has furnished City with duplicate itemized statements of the cost of such force
account work detailed as follows:
i. Name, classification, date, daily hours, total hours, rate and extension for each laborer and
foreman.
ii. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of
machinery and equipment.
iii. Quantities of material, prices, and extensions.
iv. Transportation of material.
v. Cost of property damage, liability and worker's compensation insurance premiums,
unemployment insurance contributions and social security.
Statements shall be accompanied and supported by receipted invoices for all rental equipment,
material used and transportation charges.
If material used on the force account work is not specifically purchased for such work but is
taken from Contractor's stock, then in lieu of the invoices, Contractor shall furnish an affidavit
certifying that such material was taken from Contractor's stock, that the quantity claimed was
actually used, and that the price and transportation claimed represent the actual cost to
Contractor.
Compensation. Each day Contractor's representative and City's Representative shall compare
records of the cost of work done as ordered on a force account basis. Two (2) copies of these records
will be made by City's Representative on forms provided by City, and the copies shall be signed at
the end of each day by both Owner's Representative and Contractor, one (1) copy to be retained by
City's Representative, and one (1) copy to be retained by Contractor. The total payment made, as
provided in this section shall constitute full compensation for such work.
ARTICLE 15
INSURANCE
1. Design -Builder is responsible for procuring and maintaining the insurance as set forth in herein. Prior
to commencing any construction services hereunder, Design -Builder shall provide City with
certificates evidencing that (i) all insurance obligations required by the Contract Documents are in
full force and in effect and will remain in effect for the duration required by the Contract Documents
and (ii) no insurance coverage will be canceled, renewal refused, or materially changed unless at
least thirty (30) days prior written notice is given to City. If any of the foregoing insurance
coverages are required to remain in force after final payment are reasonably available, an additional
certificate evidencing continuation of such coverage shall be submitted with the Final Application
for Payment. If any information concerning reduction of coverage is not furnished by the insurer,
it shall be furnished by Design -Builder with reasonable promptness according to Design -Builder's
information and belief. Design -Builder's insurance shall specifically delete any design -build or
similar exclusions that could compromise coverages because of the Design -Build delivery of the
Project.
Design -Builder shall maintain, on a primary basis and at its sole expense, at all times during the life
of this Agreement the following insurance coverages, limits, including endorsements described
herein. The requirements contained herein, as well as City's review or acceptance of insurance
maintained by Design -Builder is not intended to and shall not in any manner limit or qualify the
liabilities or obligations assumed by Design -Builder under this Agreement.
a. Commercial General Liability: Design -Builder shall maintain commercial general liability at a
limit of liability not less than $3,258,368 combined single limit for any one occurrence covering
both bodily injury and property damage, including accidental death. Coverage shall not contain
any endorsement(s) excluding nor limiting contractual liability or cross liability. If the contract
involves any underground/digging operations, the general liability certificate shall include
explosion, collapse and underground coverage.
b. Professional Liability: Design -Builder shall maintain Professional (Errors & Omissions)
Liability at a limit of liability not less than $3,258,368 per claim and $5,000,000 aggregate. For
policies written on a "Claims -Made" basis, Design -Builder shall maintain a retroactive date
prior to or equal to the Effective Date of this agreement. In the event the policy is canceled, not
renewed, or switched to an occurrence form, retroactive date advanced; or any other event
triggering the right to purchase a supplemental extended reporting period (SERP) during the
life of this agreement, Design -Builder agrees to purchase a SERP with a minimum reporting
period not less than two (2) years. The requirement to purchase a SERP shall not relieve
Design -Builder of the obligation to provide replacement coverage.
c. Business Automobile Liability: Design -Builder shall maintain business automobile liability at
a limit of liability not less than $3,258,368 combined single limit for any one occurrence and
not less than $150,000 per individual, covering both bodily injury, including accidental death,
and property damage, to protect themselves from any and all claims arising from the use of
Design -Builder's own automobiles, and trucks; hired automobiles, and trucks; and automobiles
both on and off the site of work. Coverage shall include liability for owned, non -owned & hired
automobiles. In the event Design -Builder does not own automobiles, Design -Builder shall
maintain coverage for hired & non -owned auto liability, which may be satisfied by way of
endorsement to the commercial general liability policy or separate business auto liability
policy.
d. Workers' Compensation Insurance & Employers' Liability: Design -Builder agrees to take out
and maintain during the life of this agreement, employers' liability and workers' compensation
insurance for all of their employees employed at the site of the work, and in case any work is
sublet, Design -Builder shall require the subcontractor similarly to provide workers'
compensation insurance for all the latter's employees unless such employees are covered by
the protection afforded by Design -Builder. Workers' compensation coverages shall meet
Missouri statutory limits. Employers' liability minimum limits shall be $500,000 each
employee, $500,000 each accident and $500,000 policy limit. In case any class of employees
engaged in hazardous work under this Agreement is not protected under the workers'
compensation statute, Design -Builder shall provide and shall cause each subcontractor to
provide employers' liability insurance for the protection of their employees not otherwise
protected.
e. Builder Risk: Contractor, prior to notice to proceed or commencement of work, whichever
occurs first, agrees to maintain an Builder's Risk coverage form providing coverage to protect
the interests of City, Contractor, sub -contractors, architects, and engineers, including minimum
coverage of $500,000 for property in transit and property on or off -premises, which shall
become part of the building, or Project. Builders Risk coverage shall be written on a All -Risk,
Replacement Cost, and Completed Value Form basis in an amount at least equal to one hundred
percent (100%) of the projected completed value of the Project as well as subsequent
modifications of that sum. Contractor agrees to maintain wind, earthquake, or flood coverage
with no more than a $25,000 flat -rate deductible. Higher deductibles must be authorized by the
City.
Contractor agrees to endorse the policy with a manuscript endorsement eliminating the
automatic termination of coverage in the event the building is occupied in whole or in part, or
put to its intended use, or partially accepted by City. The manuscript endorsement shall amend
the automatic termination clause to only terminate coverage if the policy expires, is cancelled,
the City's interest in the building ceases, or the building is accepted or insured by the City.
f. Excess/Umbrella Liability: The above liability limits may be satisfied by any combination of
primary and excess or umbrella liability policies.
g. If the State of Missouri raises the liability limits for municipalities contained in Sec. 537.600
et seq., revised statutes of Missouri, or elsewhere, the Design -Builder shall increase the
insurance amounts required in this Article to amounts equal to those increased liability limits.
3. Additional Insured. Design -Builder agrees to endorse City as an Additional Insured with a CG
2026 Additional Insured — Designated Person or Organization endorsement, or similar
endorsement, to the Commercial General Liability. The Additional Insured shall read "City of Cape
Girardeau, Missouri."
4. Waiver of Subrogation. Design -Builder agrees by entering into this Agreement to a waiver of
subrogation for each required policy herein except professional liability. When required by the
insurer, or should a policy condition not permit Design -Builder to enter into an pre -loss agreement
to waive subrogation without an endorsement, then Design -Builder agrees to notify the insurer and
request the policy be endorsed with a waiver of transfer of rights of recovery against others, or its
equivalent. This waiver of subrogation requirement shall not apply to any policy, which includes a
condition specifically prohibiting such an endorsement, or voids coverage should Design -Builder
enter into such an agreement on a pre -loss basis.
Certificate(s) of Insurance. Design -Builder shall provide CITY with certificate(s) of insurance
evidencing that all coverages, limits, and endorsements required herein are maintained and in full
force and effect. Said certificate(s) of insurance shall include a minimum thirty (30) day endeavor
to notify due to cancellation or non -renewal of coverage. The certificate(s) of insurance shall name
the City of Cape Girardeau as an additional insured in an amount as required in this Agreement and
contain a description of the project or work to be performed. Design -Builder's insurance certificate
is contained in Exhibit E.
Right to Revise or Reject. City reserves the right, but not the obligation, to review and revise any
insurance requirement, not limited to limits, coverages and endorsements based on insurance
market conditions affecting the availability or affordability of coverage; or changes in the scope of
work / specifications affecting the applicability of coverage. Additionally, City reserves the right,
but not the obligation, to review and reject any insurance policies failing to meet the criteria stated
herein or any insurer providing coverage due of its poor financial condition or failure to operating
legally.
ARTICLE 16
BONDING
1. General Requirements. All bonds furnished by the Design -Builder shall be in a form satisfactory
to the City. The surety shall be a company qualified and registered to conduct business in the state
in which the Project is located.
When Contractor delivers this Contract, executed, to the City, each bound Contract shall be
accompanied by an original executed Performance Bond and Labor and Material Payment Bond,
on forms provided by City. Bonds shall be written by a company approved by City, each in an
amount of one hundred percent (100%) of the Contract Price, guaranteeing complete and faithful
performance of the Contract and payment of all bills of whatever nature which could become a lien
against property and guaranteeing replacement of defective materials and workmanship for a period
of one (1) year after completion of the Work and Final Acceptance. Contractor's Performance Bond
is attached as Exhibit C. Contractor's Labor & Material Payment Bond is attached as Exhibit D.
ARTICLE 17
INDEMNIFICATION
1. General. To the maximum extent not prohibited by law, Design -Builder shall indemnify, hold
harmless, and protect City, its officials, employees and agents ("Indemnified Parties") from and
against any and all demands, liability, loss, suit, claim, action, cause of action, damage, cost,
judgment, settlement, decree, arbitration award, stop notice, penalty, loss of revenue, and expense
(including, but not limited to, any fees of accountants, attorneys, experts or other professionals, and
costs of investigation, mediation, arbitration, litigation and appeal), in law or in equity, of every
kind and nature whatsoever, arising out of or in connection with, resulting from or related to, or
claimed to be arising from the Contract or the Work performed by Design -Builder, or any of its
officers, agents, employees, subcontractors of any tier, material suppliers, or any person for whose
acts any of them may be liable, regardless of whether such claim, suit or demand is caused, or
alleged to be caused, in part, by an Indemnified Party including, but not limited to, liability arising
from:
a. Bodily or personal injury, emotional injury, sickness or disease, or death to any persons; and
b. Damage to property, including property under the care and custody of City; and
c. Civil fines or penalties; and
d. Any dangerous, hazardous, unsafe, or defective condition of, in or on the Work site, of any
nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or
occupation of the Work site by Design -Builder, its officers, agents, employees or
subcontractors; and
e. Any operation conducted upon or any use or occupation of the Work site by Design- Builder,
its officers, agents, employees, or subcontractors under or pursuant to the provisions of the
Contract or otherwise; and
f. Any act, omission or negligence of Design -Builder, its officers, agents, employees, or
subcontractors; and
g. Infringement of any patent rights, licenses, copyrights, or intellectual property which may be
brought against Design -Builder or City arising out of Design -Builder's Work, for which
Design- Builder is responsible; and
h. Any and all claims against City seeking compensation for labor performed or materials used or
furnished to be used in the Work or alleged to have been furnished, including all incidental or
consequential damages resulting to City from such claims; and
i. Failure to comply with any applicable law, statute, code, ordinance, regulation, permit, or
orders, including, without limitation, all applicable federal and state labor standards, including
the prevailing wage provisions of sections Sections 290.210 to 290.340 RSMo; and
j. Any misrepresentation, misstatement, or omission with respect to any statement made in or any
document furnished by Design -Builder in connection therewith; and
k. Any breach of any duty, obligation, or requirement under the Contract Documents.
All the above are collectively hereafter referred to as "Claims" and individually as a "Claim."
Defense of Claims, Enforcement and Restrictions.
a. In addition to Design -Builder's duty to indemnify, Design -Builder shall have a separate and
wholly independent duty to defend Indemnified Parties against all Claims. If any Claim is
alleged or brought against Indemnified Parties, Design -Builder shall defend Indemnified
Parties at Design -Builder's expense by legal counsel approved by City and shall continue this
defense until the Claims are resolved, whether by settlement, judgment or otherwise. No
finding or judgment of negligence, fault, breach, or the like on the part of Design -Builder shall
be required for the duty to defend to arise. City shall notify Design -Builder of any Claim, shall
tender the defense of the Claim to Design -Builder, and shall assist Design -Builder, as may be
reasonably requested, in the defense.
b. Design -Builder's obligations under this Article 17, Section 2 shall apply regardless of whether
or not such Claim was caused in part or contributed to by any actual or alleged negligent act or
omissions of an Indemnified Party.
c. If a court of competent jurisdiction determines that a Claim was caused by the active
negligence, sole negligence or willful misconduct of Indemnified Parties, Design -Builder's
costs of defense and indemnity shall be (1) reimbursed in full if the court determines sole
negligence by the Indemnified Parties, or (2) reduced by the percentage of active negligence
and/or willful misconduct attributed by the court to the Indemnified Parties.
d. If the Contract includes Work or services performed by a design professional, such as an
architect, landscape architect, professional engineer or professional land surveyor, Design -
Builder shall defend and indemnify Indemnified Parties against design -related Claims that arise
out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design -
Builder or a subcontractor.
e. The Design -Builder agrees to obtain executed indemnity agreements with provisions identical
to those set forth in this section from each and every subcontractor in performance of the
Contract.
f. The failure of the City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. In the event of
any claim, suit or demand made against any Indemnified Parties, City may in its sole discretion
reserve, retain, or apply any monies due to Design -Builder under the Contract for the purpose
of resolving such claims; provided, however, that City may release such funds if Design -
Builder provides City with reasonable assurance of protection of City's interests. The City shall
in its sole discretion determine whether such assurances are reasonable. Design -Builder's
obligations under this Article extend to claims occurring after termination of Design -Builder's
performance of the Contract or final payment to Design -Builder.
g. No Limitations. Design -Builder's obligations under this Article are in addition to any other
rights or remedies which the Indemnified Parties may have under the law or under the Contract
Documents. Design -Builder's indemnification and defense obligations set forth in this Article:
(i) are separate and independent from the insurance provisions set forth above; and (ii) do not
limit, in any way, the applicability, scope, or obligations set forth in the insurance provisions.
In claims, suits, or demands against any Indemnified Party by an employee of Design -Builder,
a subcontractor, anyone directly or indirectly, employed by them, or anyone for whose acts
they may be liable, Design -Builder's indemnification and defense obligations shall not be
limited by a limitation on amount or type of damages, compensation, or benefits payable by or
for Design -Builder or a subcontractor under workers' compensation acts, disability benefit acts,
or other employee benefit acts.
Professional Responsibility. Design -Builder will exercise reasonable skill, care, and diligence in
the performance of its services and will carry out its responsibilities in accordance with customarily
accepted good professional Design and Building/Construction practices. If Design -Builder fails to
meet the foregoing standard, Design -Builder will perform at its own cost, and without
reimbursement from City, the professional Design -Building services necessary to correct errors
and omissions which are caused by Design -Builder's failure to comply with above standard, and
which are reported to Design -Builder within one year from the completion of Design -Builder's
services for the Project. In addition, Design -Builder will be responsible to City for damages caused
by Design -Builder's negligent conduct during its activities at the Project site or in the field.
4. Professional Oversight Indemnification. Design -Builder understands and agrees that City has
contracted with Design -Builder based upon Design -Builder's representations that Design -Builder
is a skilled professional and fully able to provide the services set out in this agreement. In addition
to any other indemnification set out in this agreement, Design -Builder agrees to defend, indemnify
and hold and save harmless City from any and all claims, settlements and judgments whatsoever
arising out of City's alleged negligence in hiring or failing to properly supervise Design -Builder.
Design -Builder agrees to provide City with Certificate(s) of Insurance evidencing that all
coverages, limits, and endorsements are maintained and in full force and effect.
ARTICLE 18
AUDIT AND RECORDS
1. The Contractor must maintain an acceptable cost accounting system. Contractor agrees to provide
Owner, the Federal Aviation Administration, and the Comptroller General of the United States or
any of their duly authorized representatives access to any books, documents, papers, and records
of Contractor which are directly pertinent to the specific contract for the purpose of making audit,
examination, excerpts and transcriptions. Contractor agrees to maintain all books, records and
reports required under this Contract for a period of not less than three (3) years after final payment
is made and all pending matters are closed.
2. Other Agencies. If payment of any part of this Contract is made with funding from the State of
Missouri, or other grant funds, this right to access of records and audit extends to the Missouri
Department of Transportation, and any other grantor.
3. Inaccuracies. If any such examination reveals any inaccuracy in any statement, the necessary
adjustments in such statement and the payments thereof will be made promptly and no later than
thirty (30) days from the date written notice is provided to Design -Builder.
ARTICLE 19
TERMINATION FOR CONVENIENCE
Termination for Convenience for Professional Services during Design.
a. Owner may, by written notice to Design -Builder during design, terminate this Agreement for
its convenience and without cause or default on the part of Design -Builder. Upon receipt of the
notice of termination, except as explicitly directed by City, Design -Builder must immediately
discontinue all services affected.
b. Upon termination of this Agreement, Design -Builder must deliver to City all data, surveys,
models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other
documents and materials prepared by Design -Builder under this Contract, whether complete or
partially complete.
c. City agrees to make just and equitable compensation to Design -Builder for satisfactory Work
completed up through the date Design -Builder receives the termination notice. Compensation
will not include anticipated profit on non -performed services.
d. The City further agrees to hold Design -Builder harmless for errors or omissions in documents
that are incomplete as a result of the termination action under this clause.
2. Termination for Convenience during Construction Services.
a. City may terminate this Contract in whole or in part at any time by providing written notice to
Design -Builder. Such action may be without cause and without prejudice to any other right or
remedy of City. Upon receipt of a written notice of termination, except as explicitly directed
by City, Design -Builder shall immediately proceed with the following obligations regardless
of any delay in determining or adjusting amounts due under this clause:
i. Design -Builder must immediately discontinue Work as specified in the written notice.
ii. Terminate all subcontracts to the extent they relate to the Work terminated under the
notice.
iii. Discontinue orders for materials and services except as directed by the written notice.
iv. Deliver to City all fabricated and partially fabricated parts, completed and partially
completed Work, supplies, equipment and materials acquired prior to termination of the
Work, and as directed in the written notice.
v. Complete performance of the Work not terminated by the notice.
vi. Take action as directed by City to protect and preserve property and Work related to this
Contract that City will take possession.
b. City agrees to pay Design -Builder for:
i. completed and acceptable Work executed in accordance with the Contract documents prior
to the effective date of termination; and
ii. documented expenses sustained prior to the effective date of termination in performing
Work and furnishing labor, materials, or equipment as required by the Contract documents
in connection with uncompleted Work; and
iii. reasonable and substantiated claims, costs, and damages incurred in settlement of
terminated contracts with Subcontractors and Suppliers; and
iv. reasonable and substantiated expenses to Design -Builder directly attributable to City's
termination action. City will not pay Design -Builder for loss of anticipated profits or
revenue or other economic loss arising out of or resulting from City's termination action.
The rights and remedies this clause provides are in addition to any other rights and remedies
provided by law or under this Contract.
ARTICLE 20
TERMINATION FOR BREACH OR DEFAULT
Breach of Contract Terms.
Any violation or breach of terms of this contract on the part of the Contractor or its subcontractors
may result in the suspension or termination of this contract or such other action that may be
necessary to enforce the rights of the parties of this agreement.
Owner will provide Contractor written notice that describes the nature of the breach and corrective
actions the Contractor must undertake in order to avoid termination of the contract. Owner reserves
the right to withhold payments to Contractor until such time the Contractor corrects the breach or
the Owner elects to terminate the contract. The Owner's notice will identify a specific date by
which the Contractor must correct the breach. Owner may proceed with termination of the contract
if the Contractor fails to correct the breach by the deadline indicated in the Owner's notice.
The duties and obligations imposed by the Contract Documents and the rights and remedies
available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and
remedies otherwise imposed or available by law.
2. Default and Termination of Contract. The Contractor shall be considered in default of their
contract and such default will be considered as cause for the Owner to terminate the contract for
any of the following reasons, if the Contractor:
a. Fails to begin the work under the contract within the time specified in the Notice to Proceed,
or
b. Fails to perform the work or fails to provide sufficient workers, equipment and/or materials to
assure completion of work in accordance with the terms of the contract, or
c. Performs the work unsuitably or neglects or refuses to remove materials or to perform anew
such work as may be rejected as unacceptable and unsuitable, or
d. Discontinues the execution of the work, or
e. Fails to resume work which has been discontinued within a reasonable time after notice to do
so, or
f. Becomes insolvent or is declared bankrupt, or commits any act of bankruptcy or insolvency, or
g. Allows any final judgment to stand against the Contractor unsatisfied for a period of 10 days,
or
h. Makes an assignment for the benefit of creditors, or
i. For any other cause whatsoever, fails to carry on the work in an acceptable manner.
Should the Owner consider the Contractor in default of the contract for any reason above, the
Owner shall immediately give written notice to the Contractor and the Contractor's surety as
to the reasons for considering the Contractor in default and the Owner's intentions to terminate
the contract.
If the Contractor or surety, within a period of 10 days after such notice, does not proceed in
accordance therewith, then the Owner will, upon written notification from the RPR of the facts of
such delay, neglect, or default and the Contractor's failure to comply with such notice, have full
power and authority without violating the contract, to take the execution of the work out of the
hands of the Contractor. The Owner may appropriate or use any or all materials and equipment
that have been mobilized for use in the work and are acceptable and may enter into an agreement
for the completion of said contract according to the terms and provisions thereof or use such other
methods as in the opinion of the RPR will be required for the completion of said contract in an
acceptable manner.
All costs and charges incurred by the Owner, together with the cost of completing the work under
contract, will be deducted from any monies due or which may become due to the Contractor. If
such expense exceeds the sum which would have been payable under the contract, then the
Contractor and the surety shall be liable and shall pay to the Owner the amount of such excess.
Termination for National Emergencies. The Owner shall terminate the contract or portion thereof
by written notice when the Contractor is prevented from proceeding with the construction
contract as a direct result of an Executive Order of the President with respect to the execution of
war or in the interest of national defense.
When the contract, or any portion thereof, is terminated before completion of all items of work in
the contract, payment will be made for the actual number of units or items of work completed at
the contract price or as mutually agreed for items of work partially completed or not started. No
claims or loss of anticipated profits shall be considered.
Reimbursement for organization of the work, and other overhead expenses, (when not otherwise
included in the contract) and moving equipment and materials to and from the job will be
considered, the intent being that an equitable settlement will be made with the Contractor.
Acceptable materials obtained or ordered by the Contractor for the work and that are not
incorporated in the work shall, at the option of the Contractor, be purchased from the Contractor
at actual cost as shown by receipted bills and actual cost records at such points of delivery as may
be designated by the RPR.
Termination of the contract or a portion thereof shall neither relieve the Contractor of their
responsibilities for the completed work nor shall it relieve their surety of its obligation for and
concerning any just claim arising out of the work performed.
ARTICLE 21
CIVIL RIGHTS AND NON-DISCRIMINATION PROVISIONS
1. General Civil Rights Provisions.
Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin,
sex, age, or disability be excluded from participating in any activity conducted with or benefiting
from Federal assistance.
This provision binds Contractor and subcontractors from the bid solicitation period through the
completion of the contract. This provision is in addition to that required by Title VI of the Civil
Rights Act of 1964.
2. Compliance with Nondiscrimination Requirements:
During the performance of this Contract, Contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "Contractor"), agrees as follows:
Compliance with Regulations: Contractor (hereinafter includes consultants) will comply with the
Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from
time to time, which are herein incorporated by reference and made a part of this Contract.
Nondiscrimination: Contractor, with regard to the Work performed by it during this Contract, will
not discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. Contractor will not
participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and
Authorities, including employment practices when the contract covers any activity, project, or
program set forth in Appendix B of 49 CFR part 21.
Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding or negotiation made by Contractor for Work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by Contractor of Contractor's obligations under
this Contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or
national origin.
Information and Reports: Contractor will provide all information and reports required by the
Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books,
records, accounts, other sources of information, and its facilities as may be determined by the
sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such
Nondiscrimination Acts and Authorities and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish the information,
Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate,
and will set forth what efforts it has made to obtain the information.
Sanctions for Noncompliance: In the event of Contractor's noncompliance with the non-
discrimination provisions of this Contract, the sponsor will impose such contract sanctions as it or
the Federal Aviation Administration may determine to be appropriate, including, but not limited
to:
a. Withholding payments to Contractor under the contract until Contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
Incorporation of Provisions: Contractor will include the provisions of paragraphs one through six
in every subcontract, including procurements of materials and leases of equipment, unless exempt
by the Acts, the Regulations, and directives issued pursuant thereto. Contractor will take action
with respect to any subcontract or procurement as the sponsor or the Federal Aviation
Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if Contractor becomes involved in, or is threatened with litigation
by a subcontractor, or supplier because of such direction, Contractor may request the sponsor to
enter into any litigation to protect the interests of the sponsor. In addition, Contractor may request
the United States to enter into the litigation to protect the interests of the United States.
3. Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this Contract, Contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:
Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin); and
49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); and
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC
§ 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
because of Federal or Federal -aid programs and projects); and
Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27; and
The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination
on the basis of age); and
Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended
(prohibits discrimination based on race, creed, color, national origin, or sex); and
The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs
or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients
and contractors, whether such programs or activities are Federally funded or not); and
Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on
the basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 USC §§ 12131 — 12189) as
implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; and
The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex); and
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations
and Low -Income Populations, which ensures nondiscrimination against minority populations by
discouraging programs, policies, and activities with disproportionately high and adverse human
health or environmental effects on minority and low-income populations; and
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes discrimination
because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take
reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.
Reg. at 74087 to 74100); and
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC 1681 et seq).
ARTICLE 22
EQUAL OPPORTUNITY CLAUSE
During the performance of this Contract, the Contractor agrees as follows:
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 are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin.
Such action shall include, but not be limited to, the following: 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. The Contractor
agrees to post in conspicuous places, available to employees and applicants for employment,
notices to be provided setting forth the provisions of this nondiscrimination clause.
2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the Contractor, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, or national origin.
The Contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the Contractor's commitments under
this section and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for further
Government contracts or federally assisted construction contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be
imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or
by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
The Contractor will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Contractor will take such action with respect to any subcontract
or purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Contractor may request the United States to enter into
such litigation to protect the interests of the United States.
ARTICLE 23
STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY
CONSTRUCTION CONTRACT SPECIFICATIONS
1. As used in these specifications:
a. "Covered area" means the geographical area described in the solicitation from which this
Contract resulted; and
b. "Director" means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S.
Department of Labor, or any person to whom the Director delegates authority; and
c. "Employer identification number" means the Federal social security number used on the
Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941; and
d. "Minority" includes:
(1) Black (all persons having origins in any of the Black African racial groups not of
Hispanic origin); and
(2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or
other Spanish culture or origin regardless of race); and
(3) Asian and Pacific Islander (all persons having origins in any of the original peoples of
the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and
(4) American Indian or Alaskan native (all persons having origins in any of the original
peoples of North America and maintaining identifiable tribal affiliations through
membership and participation or community identification).
2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the Work
involving any construction trade, it shall physically include in each subcontract in excess of
$10,000 the provisions of these specifications and the Notice which contains the applicable goals
for minority and female participation, and which is set forth in the solicitations from which this
contract resulted.
If the Contractor is participating (pursuant to 41 CFR part 60-4.5) in a Hometown Plan approved
by the U.S. Department of Labor in the covered area either individually or through an association,
its affirmative action obligations on all work in the Plan area (including goals and timetables)
shall be in accordance with that Plan for those trades which have unions participating in the Plan.
Contractors shall be able to demonstrate their participation in and compliance with the provisions
of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan
is individually required to comply with its obligations under the EEO clause and to make a good
faith effort to achieve each goal under the Plan in each trade in which it has employees. The
overall good faith performance by other contractors or subcontractors toward a goal in an
approved Plan does not excuse any covered contractor's or subcontractor's failure to take good
faith efforts to achieve the Plan goals and timetables.
4. The Contractor shall implement the specific affirmative action standards provided in paragraphs
7a through 7p of these specifications. The goals set forth in the solicitation from which this
contract resulted are expressed as percentages of the total hours of employment and training of
minority and female utilization the Contractor should reasonably be able to achieve in each
construction trade in which it has employees in the covered area. Covered construction contractors
performing construction work in a geographical area where they do not have a Federal or federally
assisted construction contract shall apply the minority and female goals established for the
geographical area where the work is being performed. Goals are published periodically in the
Federal Register in notice form, and such notices may be obtained from any Office of Federal
Contract Compliance Programs office or from Federal procurement contracting officers. The
Contractor is expected to make substantially uniform progress in meeting its goals in each craft
during the period specified.
5. Neither the provisions of any collective bargaining agreement nor the failure by a union with
whom the Contractor has a collective bargaining agreement to refer either minorities or women
shall excuse the Contractor's obligations under these specifications, Executive Order 11246, or
the regulations promulgated pursuant thereto.
In order for the non -working training hours of apprentices and trainees to be counted in meeting
the goals, such apprentices and trainees shall be employed by the Contractor during the training
period and the Contractor shall have made a commitment to employ the apprentices and trainees
at the completion of their training, subject to the availability of employment opportunities.
Trainees shall be trained pursuant to training programs approved by the U.S. Department of
Labor.
7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity.
The evaluation of the Contractor's compliance with these specifications shall be based upon its
effort to achieve maximum results from its actions. The Contractor shall document these efforts
fully and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment, intimidation, and coercion
at all sites, and in all facilities at which the Contractor's employees are assigned to work. The
Contractor, where possible, will assign two (2) or more women to each construction project.
The Contractor shall specifically ensure that all foremen, superintendents, and other onsite
supervisory personnel are aware of and carry out the Contractor's obligation to maintain such
a working environment, with specific attention to minority or female individuals working at
such sites or in such facilities.
b. Establish and maintain a current list of minority and female recruitment sources, provide
written notification to minority and female recruitment sources and to community
organizations when the Contractor or its unions have employment opportunities available,
and maintain a record of the organizations' responses.
c. Maintain a current file of the names, addresses, and telephone numbers of each minority and
female off -the -street applicant and minority or female referral from a union, a recruitment
source, or community organization and of what action was taken with respect to each such
individual. If such individual was sent to the union hiring hall for referral and was not referred
back to the Contractor by the union or, if referred, not employed by the Contractor, this shall
be documented in the file with the reason therefore along with whatever additional actions
the Contractor may have taken.
d. Provide immediate written notification to the Director when the union or unions with which
the Contractor has a collective bargaining agreement has not referred to the Contractor a
minority person or female sent by the Contractor, or when the Contractor has other
information that the union referral process has impeded the Contractor's efforts to meet its
obligations.
e. Develop on-the-job training opportunities and/or participate in training programs for the area
which expressly include minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to the Contractor's employment needs,
especially those programs funded or approved by the Department of Labor. The Contractor
shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and
training programs and requesting their cooperation in assisting the Contractor in meeting its
EEO obligations; by including it in any policy manual and collective bargaining agreement;
by publicizing it in the company newspaper, annual report, etc.; by specific review of the
policy with all management personnel and with all minority and female employees at least
once a year; and by posting the company EEO policy on bulletin boards accessible to all
employees at each location where construction work is performed.
g. Review, at least annually, the company's EEO policy and affirmative action obligations under
these specifications with all employees having any responsibility for hiring, assignment,
layoff, termination, or other employment decisions, including specific review of these items,
with onsite supervisory personnel such superintendents, general foremen, etc., prior to the
initiation of construction work at any job site. A written record shall be made and maintained
identifying the time and place of these meetings, persons attending, subject matter discussed,
and disposition of the subject matter.
h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the
news media, specifically including minority and female news media, and providing written
notification to and discussing the Contractor's EEO policy with other contractors and
subcontractors with whom the Contractor does or anticipates doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female, and community
organizations, to schools with minority and female students; and to minority and female
recruitment and training organizations serving the Contractor's recruitment area and
employment needs. Not later than one month prior to the date for the acceptance of
applications for apprenticeship or other training by any recruitment source, the Contractor
shall send written notification to organizations, such as the above, describing the openings,
screening procedures, and tests to be used in the selection process.
j. Encourage present minority and female employees to recruit other minority persons and
women and, where reasonable, provide after school, summer, and vacation employment to
minority and female youth both on the site and in other areas of a contractor's workforce.
k. Validate all tests and other selection requirements where there is an obligation to do so under
41 CFR part 60-3.
1. Conduct, at least annually, an inventory and evaluation at least of all minority and female
personnel, for promotional opportunities and encourage these employees to seek or to prepare
for, through appropriate training, etc., such opportunities.
in. Ensure that seniority practices, job classifications, work assignments, and other personnel
practices do not have a discriminatory effect by continually monitoring all personnel and
employment related activities to ensure that the EEO policy and the Contractor's obligations
under these specifications are being carried out.
n. Ensure that all facilities and company activities are non -segregated except that separate or
single user toilet and necessary changing facilities shall be provided to assure privacy between
the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority
and female construction contractors and suppliers, including circulation of solicitations to
minority and female contractor associations and other business associations.
p. Conduct a review, at least annually, of all supervisors' adherence to and performance under
the Contractor's EEO policies and affirmative action obligations.
Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one
or more of their affirmative action obligations (7a through 7p). The efforts of a contractor
association, joint contractor union, contractor community, or other similar groups of which the
Contractor is a member and participant may be asserted as fulfilling any one or more of its
obligations under 7a through 7p of these specifications provided that the Contractor actively
participates in the group, makes every effort to assure that the group has a positive impact on the
employment of minorities and women in the industry, ensures that the concrete benefits of the
program are reflected in the Contractor's minority and female workforce participation, makes a
good faith effort to meet its individual goals and timetables, and can provide access to
documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor.
The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an
obligation shall not be a defense for the Contractor's noncompliance.
9. A single goal for minorities and a separate single goal for women have been established. The
Contractor, however, is required to provide equal employment opportunity and to take affirmative
action for all minority groups, both male and female, and all women, both minority and non-
minority. Consequently, if the particular group is employed in a substantially disparate manner
(for example, even though the Contractor has achieved its goals for women generally), the
Contractor may be in violation of the Executive Order if a specific minority group of women is
underutilized.
10. The Contractor shall not use the goals and timetables or affirmative action standards to
discriminate against any person because of race, color, religion, sex, or national origin.
11. The Contractor shall not enter into any subcontract with any person or firm debarred from
Government contracts pursuant to Executive Order 11246.
12. The Contractor shall carry out such sanctions and penalties for violation of these specifications
and of the Equal Opportunity Clause, including suspension, termination, and cancellation of
existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as
amended, and its implementing regulations, by the Office of Federal Contract Compliance
Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation
of these specifications and Executive Order 11246, as amended.
13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific
affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these
specifications, so as to achieve maximum results from its efforts to ensure equal employment
opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the
implementation of regulations, or these specifications, the Director shall proceed in accordance
with 41 CFR part 60-4.8.
14. The Contractor shall designate a responsible official to monitor all employment related activity
to ensure that the company EEO policy is being carried out, to submit reports relating to the
provisions hereof as may be required by the Government, and to keep records. Records shall at
least include for each employee, the name, address, telephone number, construction trade, union
affiliation if any, employee identification number when assigned, social security number, race,
sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status,
hours worked per week in the indicated trade, rate of pay, and locations at which the work was
performed. Records shall be maintained in an easily understandable and retrievable form;
however, to the degree that existing records satisfy this requirement, contractors shall not be
required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of other laws
which establish different standards of compliance or upon the application of requirements for the
hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977
and the Community Development Block Grant Program).
ARTICLE 24
CITY'S DBE PROGRAM REQUIREMENTS
City shall not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any Department Of Transportation -assisted contract or in the administration of its
DBE program or the requirements 49 CFR part 26. The City shall take all necessary and reasonable
steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -
assisted contracts. City's DBE program, as required by 49 CFR part 26 and as approved by DOT,
is incorporated by reference in this Agreement. Implementation of this program is a legal obligation
and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification
to City of its failure to carry out its approved program, DOT may impose sanctions as provided for
under 49 CFR part 26 and may, in appropriate cases, refer the matter for enforcement under 18
U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). The
DBE goal for this project is a minimum of 5.67 %.
2. A violation of the City's DBE Program by Design -Builder shall constitute a material breach of the
Agreement, and shall entitle City to: (a) exercise all rights and remedies that it may have at law or
at equity for material breach of contract; (b) exercise all rights and remedies that it may have
pursuant to the Agreement, including but not limited to termination of the Agreement and any other
rights set forth herein; and (c) any other rights or remedies under the DBE policy. The remedies set
forth herein shall be deemed cumulative and not exclusive and may be exercised successively or
concurrently, in addition to any other available remedy.
The Parties further agree that in addition to any other remedies City may have at law for material
breach of this Agreement, City shall be entitled to exercise any one or more of the following
remedies if Design -Builder violates the DBE Program: (a) terminate this Agreement for default;
(b) suspend this Agreement for default; (c) withhold payments due to Design -Builder under this
Agreement until such violation has been fully cured or City and Design -Builder have reached a
mutually agreeable resolution; (d) assess liquidated damages as provided in this Agreement; (e)
offset any liquidated damages and/or amounts necessary to cure any violation of the DBE Program
from any other amounts due to Design -Builder pursuant to this Agreement. The remedies set forth
herein shall be deemed cumulative and not exclusive and may be exercised successively or
concurrently, in addition to any other available remedy.
4. Liquidated Damages for Violation of the DBE Program. The Parties acknowledge and agree that
City will incur costs if Design -Builder violates the DBE Program in one or more of the ways set
forth below. The Parties further acknowledge and agree that the costs City might reasonably be
anticipated to accrue as a result of such failures are difficult to ascertain due to their indefiniteness
and uncertainty. Accordingly, Design -Builder agrees to pay City liquidated damages at the rates
set forth below for each specified violation of the DBE Program. Design -Builder further agrees that
for each specified violation the agreed upon liquidated damages are reasonably proximate to the
loss City will incur as a result of such violation and that such liquidated damages are not penal in
nature but rather the parties attempt to fairly quantify the actual damages incurred by the City: (a)
failing to utilize a DBE that was originally listed at bid opening or proposal submission in order to
satisfy Contract goals, or failing to allow such DBE to perform a commercially useful function, in
violation of sections of the DBE program: one hundred percent (100%) of the amount originally
counted for the DBE at bid opening or proposal submission; (b) modifying or eliminating all or a
portion of the scope of Work attributable to a DBE upon which the Contract was awarded, in
violation of the DBE Program: one hundred percent (100%) of the amount of Work modified or
eliminated; (c) terminating a DBE originally listed/utilized as a subcontractor, joint venture,
supplier, or manufacturer in order to be awarded the Contract without obtaining prior approval by
City for replacing such DBE with another DBE performing the same commercially useful function
and dollar amount: one hundred percent (100%) of the amount originally counted for the DBE at
bid opening or proposal submission; (d) participating in a conduit relationship with a DBE
scheduled to perform Work on contract: one hundred percent (100%) of the amount counted for
the DBE at bid opening or proposal submission; or (e) failing to provide any documentation or
written submissions required under the DBE program within the time period set forth therein: fifty
dollars ($50.00) per day for each day that such documentation or written submission is overdue.
5. If a Contract goal has been established, Design -Builder must demonstrate that it has made good
faith efforts in obtaining DBE Contract goal or documenting it was unable to do so through good
faith efforts, see examples in Appendix A to 49 CFR Part 26. Design -Builder shall make good faith
efforts to replace a DBE that is terminated or has otherwise failed to complete its Work on the
Agreement with another certified DBE, to the extent needed to meet the Contract goal. Design-
Builder shall notify the City's DBE Liaison Officer immediately of the DBE's inability or
unwillingness to perform and /or provide reasonable documentation. Design -Builder shall not
remove, replace, or substitute a DBE unless Design -Builder obtains City prior written approval.
6. Design -Builder shall maintain records and documents of payments to DBEs for three (3) years
following the performance of the Agreement. These records shall be made available for inspection
upon request by authorized representatives of CITY or DOT. Design -Builder shall include Contract
language that requires certified DBE subcontractors to maintain records and documents of
payments for three (3) years following the performance of the Contract and that requires certified
DBE subcontractors to make the records available for inspection upon request by authorized
representatives of City or the DOT.
Disadvantaged Business Enterprises Contract Assurance (§ 26.13) — The Contractor or
subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR
part 26 in the award and administration of Department of Transportation -assisted contracts. Failure
by the Contractor to carry out these requirements is a material breach of this contract, which may
result in the termination of this contract or such other remedy as Owner deems appropriate, which
may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing
sanctions; (3) Liquidated damages; and/or (4) Disqualifying the Contractor from future bidding as
non -responsible.
Prompt Payment (§26.29) — The prime contractor agrees to pay each subcontractor under this prime
contract for satisfactory performance of its contract no later than fifteen (15) days from the receipt
of each payment the prime contractor receives from the City of Cape Girardeau. The prime
contractor agrees further to return retainage payments to each subcontractor within fifteen (15) days
after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment
from the above referenced time frame may occur only for good cause following written approval
of the City of Cape Girardeau. This clause applies to both DBE and non -DBE subcontractors.
Compliance with All Nondiscrimination and Equal Opportunity Laws. Design -Builder shall
comply with all federal, state and local laws that prohibit discrimination and provide for equal
employment opportunity.
ARTICLE 25
GRANT FUNDING AND OTHER FEDERAL PROVISIONS
Compliance required. Design -Builder acknowledges that grant funding may be used for this
Project. If state and/or federal funds are being used for this Project, this Agreement is made and
entered into subject to the approval of the grantors. Design -Builder shall familiarize itself and shall
comply with all conditions and requirements for the utilization of such grant funds, including but
not limited to those set forth herein and in the required certifications contained herein. Design -
Builder represents and warrants that Design -Builder is in compliance with the required
certifications contained in Article 26. Design -Builder and its subcontractors shall include a
requirement for subcontractors to comply with all conditions and requirements for the utilization
of grant funding in their contract. Design -Builder, and all subcontractors shall incorporate the
applicable requirements of these Contract provisions by reference for Work done under any
purchase orders, rental agreements and other agreements for supplies or services. Design -Builder
shall be responsible for compliance with these Contract provisions by any subcontractor, lower tier
subcontractor or service provider.
Clean Air and Water Pollution Control. Contractor agrees to comply with all applicable standards,
orders, and regulations issued pursuant to the Clean Air Act (42 USC § 740-7671q) and the Federal
Water Pollution Control Act as amended (33 USC § 1251-1387). Contractor agrees to report any
violation to Owner immediately upon discovery. Owner assumes responsibility for notifying the
Environmental Protection Agency (EPA) and the Federal Aviation Administration. The Contractor
must include this requirement in all subcontracts that exceeds $150,000.
Seismic Safety.
a. Design services. In the performance of design services, Design -Builder agrees to furnish a
building design and associated construction specification that conform to a building code
standard that provides a level of seismic safety substantially equivalent to standards as
established by the National Earthquake Hazards Reduction Program (NEHRP). Local building
codes that model their building code after the current version of the International Building Code
(IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design
services, Design -Builder agrees to furnish City a "certification of compliance" that attests
conformance of the building design and the construction specifications with the seismic
standards of NEHRP or an equivalent building code.
b. Construction. Design -Builder agrees to ensure that all Work performed under this contract,
including Work performed by subcontractors, conforms to a building code standard that
provides a level of seismic safety substantially equivalent to standards established by the
National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model
their code after the current version of the International Building Code (IBC) meet the NEHRP
equivalency level for seismic safety.
4. Texting When Driving. In accordance with Executive Order 13513, "Federal Leadership on
Reducing Text Messaging While Driving", (10/1/2009) and DOT Order 3902. 10, "Text Messaging
While Driving", (12/30/2009), the Federal Aviation Administration encourages recipients of
Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers,
including policies to ban text messaging while driving when performing Work related to a grant or
subgrant. In support of this initiative, the Owner encourages the Contractor to promote policies and
initiatives for its employees and other work personnel that decrease crashes by distracted drivers,
including policies that ban text messaging while driving motor vehicles while performing work
activities associated with the project. The Contractor must include the substance of this clause in
all sub -tier contracts exceeding three thousand five hundred dollars ($3,500.00) that involve driving
a motor vehicle in performance of work activities associated with the project.
5. Energy Conservation Requirements. Contractor and Subcontractor agree to comply with mandatory
standards and policies relating to energy efficiency as contained in the state energy conservation
plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201 et seq).
Occupational Safety And Health Act Of 1970. All contracts and subcontracts that result from this
solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and
effect as if given in full text. The employer must provide a work environment that is free from
recognized hazards that may cause death or serious physical harm to the employee. The employer
retains full responsibility to monitor its compliance and their subcontractor's compliance with the
applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910).
The employer must address any claims or disputes that pertain to a referenced requirement directly
with the U.S. Department of Labor — Occupational Safety and Health Administration.
Veteran's Preference. In the employment of labor (excluding executive, administrative, and
supervisory positions), Design -Builder and all sub -tier contractors must give preference to covered
veterans as defined within Title 49 United States Code Section 47112. Covered veterans include
Vietnam -era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and
small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans.
This preference only applies when there are covered veterans readily available and qualified to
perform the work to which the employment relates.
Federal Fair Labor Standards Act (Federal Minimum Wage). All contracts and subcontracts that
result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal
Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA
sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time
workers. Design -Builder has full responsibility to monitor compliance to the referenced statute or
regulation. Design -Builder must address any claims or disputes that arise from this requirement
directly with the U.S. Department of Labor — Wage and Hour Division.
Procurement of Recovered Materials. Contractor and subcontractor agree to comply with Section
6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this Contract and to
the extent practicable, Contractor and subcontractors are to use products containing the highest
percentage of recovered materials for items designated by the Environmental Protection Agency
(EPA) under 40 CFR Part 247 whenever:
a. Contract requires procurement of $10,000 or more of a designated item during the fiscal year;
or
b. Contractor has procured $10,000 or more of a designated item using Federal funding during
the previous fiscal year.
The list of EPA -designated items is available at: www.epa.gov/smm/comprehensive-
procurement-guidelines-construction-products.
Section 6002(c) establishes exceptions to the preference for recovery of EPA -designated products
if Contractor can demonstrate the item is:
a. Not reasonably available within a timeframe providing for compliance with the Contract
performance schedule;
b. Fails to meet reasonable Contract performance requirements; or
c. Is only available at an unreasonable price.
10. Copeland "Anti -Kickback" Act. Contractor must comply with the requirements of the Copeland
"Anti -Kickback" Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor
regulation 29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any
means, any person employed on the project to give up any part of the compensation to which the
employee is entitled. The Contractor and each Subcontractor must submit to Owner, a weekly
statement on the wages paid to each employee performing on covered Work during the prior week.
Owner must report any violations of the Act to the Federal Aviation Administration.
11. Contract Workhours and Safety Standards Act Requirements.
a. Overtime Requirements.
No Contractor or subcontractor contracting for any part of the Contract Work which may
require or involve the employment of laborers or mechanics shall require or permit any
such laborer or mechanic, including watchmen and guards, in any workweek in which he
or she is employed on such Work to Work in excess of forty (40) hours in such workweek
unless such laborer or mechanic receives compensation at a rate not less than one and
one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in
such workweek.
b. Violation; Liability for Unpaid Wages; Liquidated Damages.
In the event of any violation of the clause set forth in paragraph (1) of this clause,
Contractor and any subcontractor responsible therefor shall be liable for the unpaid
wages. In addition, such contractor and subcontractor shall be liable to the United States
(in the case of Work done under contract for the District of Cape Girardeau or a territory,
to such District or to such territory), for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1) of
this clause, in the sum of ten dollars ($10.00) for each calendar day on which such
individual was required or permitted to Work in excess of the standard workweek of forty
hours without payment of the overtime wages required by the clause set forth in paragraph
(1) of this clause.
c. Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration (FAA) or Owner shall upon its own action or upon
written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of Work performed by
Contractor or subcontractor under any such contract or any other Federal contract with
the same prime contractor, or any other federally assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such
sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth
in paragraph (2) of this clause.
d. Subcontractors.
Contractor or subcontractor shall insert in any subcontracts the clauses set forth in
paragraphs (1) through (4) and also a clause requiring the subcontractor to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1) through (4) of this clause.
12. Prohibition of Segregated Facilities
a. The Contractor agrees that it does not and will not maintain or provide for its employees
any segregated facilities at any of its establishments, and that it does not and will not permit
its employees to perform their services at any location under its control where segregated
facilities are maintained. The Contractor agrees that a breach of this clause is a violation of
the Equal Employment Opportunity clause in this contract.
b. "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest
rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and
other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment
areas, transportation, and housing facilities provided for employees that are segregated by
explicit directive or are in fact segregated on the basis of race, color, religion, sex, or
national origin because of written or oral policies or employee custom. The term does not
include separate or single -user restrooms or necessary dressing or sleeping areas provided
to assure privacy between the sexes.
c. The Contractor shall include this clause in every subcontract and purchase order that is
subject to the Equal Employment Opportunity clause of this contract.
13. Copyright. Contractor acknowledges the existence of requirements and regulations of the awarding
Federal agency relating to copyrights and right in data, including, but not limited to those set forth
in 44 CFR Part 13.34, which states: "The Federal awarding agency reserves royalty -free,
nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize
others to use, for Federal Government purposes: (a) The copyright in any Work developed under a
grant, subgrant or contract under a grant or subgrant; and (b) Any rights of copyright to which a
grantee, subgrantee or a contractor purchases ownership with grant support." Contractor shall
comply with 25 CFR 85.34.
14. Drug -Free Workplace. Contractor hereby certifies that it shall provide or shall continue to provide
a drug-free workplace as required by the Drug -Free Workplace Act of 1988 (41 U.S.C. Section
701) and implemented at 44 CFR Part 17.
15. System for Award Management (SAM). In accordance with Executive Orders 12549 and 12689
concerning suspension and debarment, contracts must prohibit contractors from awarding any
subcontract to persons (individuals or organizations) listed as having an active exclusion on the
Federal System for Awards Management Database (www.sam.gov).
16. National Preservation Acts. Contractor shall assist City (if necessary) in assuring compliance with
Section 106 of the National Historic Preservation Act of 1966 (16 U.S.C. Section 470), Executive
Order 11593 (identification and protection of historic properties), the Archeological and Historical
Preservation Act of 1974 (16 U.S.C. Section 469 a -I et seq.), and the National Environmental
Policy Act of 1969 (42 U.S.C. Section 4321).
17. Rights to Inventions.
Contracts or agreements that include the performance of experimental, developmental, or research
Work must provide for the rights of the Federal Government and Owner in any resulting invention
as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and
Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This
Contract incorporates by reference the patent and inventions rights as specified within 37 CFR
§401.14. Contractor must include this requirement in all sub -tier contracts involving experimental,
developmental, or research Work.
18. Buy American Preference. The Contractor agrees to comply with 49 USC § 50101, which provides
that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded
projects are produced in the United States, unless the Federal Aviation Administration has issued
a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal
Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American
Waivers Issued list.
19. Bipartisan Infrastructure Law -Airport Infrastructure Grant Requirements. Contractor understands
that City is utilizing BIL -AIG funding for this Project. The City shall provide to Contractor a copy
of the Grant Agreement. Contractor shall comply with the requirements and certifications required
by the BIL -AIG that are applicable to Contractor and shall perform its work in a manner in
compliance with the BIL -AIG Funding requirements.
ARTICLE 26
CONTRACTOR'S CERTIFICATIONS
1. Contractor understands and agrees that all certifications made by Contractor within the Proposal
shall apply under this Contract as if fully rewritten herein.
2. Certification of Eligibility (29 CFR Part 5.5): By Entering into this Contract, Contractor certifies
that neither he or she nor any person or firm who has an interest in the Contractor's firm is a person
or firm ineligible to be awarded Government contracts by virtue of Section 3(a) of the Davis -Bacon
Act or 29 CFR 5.12(a)(1); and
3. No part of this Contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1); and
4. The penalty for making false statements is prescribed in the U.S. Criminal Code 18 U.S.C.
Certification of Non -Segregated Facilities (41 CFR Part 60-1.8): Contractor, certifies that it does
not maintain or provide, for its employees, any segregated facilities at any of its establishments and
that it does not permit its employees to perform their services at any location, under its control,
where segregated facilities are maintained. Contractor certifies that it will not maintain or provide,
for its employees, segregated facilities at any of its establishments and that it will not permit its
employees to perform their services at any location under its control where segregated facilities are
maintained. Contractor agrees that a breach of this certification is a violation of the Equal
Opportunity Clause, which is to be incorporated in the Contract. As used in this certification, the
term "segregated facilities" means any waiting rooms, Work areas, restrooms, and washrooms,
restaurants and other eating areas, timeclocks, locker rooms and other storage or dressing areas,
parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees which are segregated on the basis of race, color, religion, or
national origin because of habit, local custom, or any other reason. Contractor agrees that (except
where it has obtained identical certifications from proposed subcontractors for specific time
periods) it will obtain identical certifications from proposed subcontractors prior to the award of
subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity
Clause and that it will retain such certifications in its files.
6. Certification Regarding Lobbying.
The Bidder or Offeror certifies by signing and submitting this bid or proposal, to the best of his or
her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or
Offeror, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of
any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
c. The undersigned shall require that the language of this certification be included in the award
documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose
accordingly.
This certification is a material representation of the fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails
to file the required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Trade Restriction Certification — 49 U.S.C. § 50104, 49 CFR Part 30:
By execution of this Agreement, Contractor certifies that with respect to this Agreement,
Contractor: (i)is not owned or controlled by one or more citizens of a foreign country included in
the list of countries that discriminate against U.S. firms as published by the Office of the United
States Trade Representative (USTR); (ii)has not knowingly entered into any contract or subcontract
for this project with a person that is a citizen or national of a foreign country included on the list of
countries that discriminate against U.S. firms as published by the USTR; and (iii) has not entered
into any subcontract for any product to be used on the project that is produced in a foreign country
included on the list of countries that discriminate against U.S. firms published by the USTR.
This certification concerns a matter within the jurisdiction of an agency of the United States of
America and the making of a false, fictitious, or fraudulent certification may render the maker
subject to prosecution under Title 18, United States Code, Section 1001.
The Contractor must provide immediate written notice to Sponsor if Contractor learns that its
certification or that of a subcontractor was erroneous when submitted or has become erroneous by
reason of changed circumstances. Contractor must require subcontractors provide immediate
written notice to Contractor if at any time it learns that its certification was erroneous by reason of
changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CFR 30.17, no contract shall be awarded to a Contractor or subcontractor: (i) who is owned
or controlled by one or more citizens or nationals of a foreign country included on the list of
countries that discriminate against U.S. firms published by the USTR; or (ii) whose subcontractors
are owned or controlled by one or more citizens or nationals of a foreign country on such USTR
list; or (iii) who incorporates in the public works project any product of a foreign country on such
USTR list.
Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render, in good faith, the certification required by this provision. The knowledge
and information of a Contractor is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.
The Contractor agrees that it will incorporate this provision for certification without modification
in all lower tier subcontracts. Contractor may rely on the certification of a prospective subcontractor
that it is not a firm from a foreign country included on the list of countries that discriminate against
U.S. firms as published by USTR, unless Contractor has knowledge that the certification is
erroneous.
This certification is a material representation of fact upon which reliance was placed when entering
into this Agreement. If it is later determined that Contractor or subcontractor knowingly rendered
an erroneous certification, MoDOT or the FAA may direct through Sponsor cancellation of this
Agreement for default at no cost to Sponsor, MoDOT or the FAA.
Certification of Contractor Regarding Tax Delinquency and Felony Convictions: Contractor
certifies that it is not a corporation that: (1) Has any unpaid Federal tax liability that has been
assessed, for which all judicial and administrative remedies have been exhausted or have lapsed,
and that is not being paid in a timely manner pursuant to an agreement with the authority
responsible for collecting the tax liability; or (2) Was convicted of a criminal violation under any
Federal law within the preceding twenty-four (24) months. The Contractor shall incorporate this
provision for certification in all lower tier subcontracts.
9. Contractor warrants and guarantees that the products, equipment, software and services do not
include products, software and services prohibited by any presidential order, state or federal law,
rule or regulation, including but not limited to the 2019 National Defense Authorization Act.
ARTICLE 27
MISCELLANEOUS
1. Taxes and Reporting. As required by federal and state law, City is obligated to report the payment
of compensation to Design -Builder on Form 1099-Misc. Design -Builder shall be solely responsible
for payment of all federal and state taxes resulting from payments under this Agreement.
2. No Duty to Inspect. No language in this Agreement shall create and City shall not have any duty
to inspect, correct, warn of, or investigate any conditions arising from Design -Builder's Work
hereunder, or to ensure compliance with laws, rules or regulations relating to the Work. If the City
does inspect or investigate, the results thereof shall not be deemed compliance with or a waiver of
any requirements of the Contract Documents.
3. No Third Party -Beneficiary. No provision of this Contract is intended to nor shall it in any way
inure to the benefit of any third party, so as to constitute any such person a third -party beneficiary
under this Contract.
4. Publications. Recognizing the importance of professional development on the part of Design -
Builder's employees and the importance of Design -Builder's public relations, Design -Builder may
prepare publications, such as technical papers, articles for periodicals, and press releases, pertaining
to Design -Builder's services for the Project. Such publications will be provided to City in draft
form for City's advance review. City will review such drafts promptly and will provide comments
to Design -Builder. City may require deletion of proprietary data or confidential information from
such publications but otherwise will not unreasonably withhold its approval. The cost of Design -
Builder's activities pertaining to any such publication shall be paid entirely by Design -Builder.
Successor and Assigns. City and Design -Builder each binds itself and its successors, executors,
administrators and assigns to the other party of this Agreement and to the successors, executors,
administrators and assigns of such other party, in respect to all covenants of this Agreement; except
as above, neither City nor Design -Builder shall assign, sublet or transfer his interest in the
Agreement without the written consent of the other. No assignment by Contractor of any principal
construction contract or any part thereof or of the funds to be received thereunder by the Contractor,
will be recognized unless such assignment has had the approval of City and the Surety has been
given due notice of such assignment in writing. In addition to the usual recitals in assignment
contracts, the following language must be set forth:
"It is agreed that the funds to be paid to the assignee under this assignment are subject to a prior
lien for services rendered or materials supplied for the performance of the Work called for in said
Contract in favor of all persons, firms, or corporations rendering such services or supplying such
materials."
6. Discharge of Employees. Any employee of Contractor who is stationed at the site of the Work and
should prove to be quarrelsome, dishonest, incompetent, or inexperienced, or should not Work for
the good of the job, shall, upon written notice from City, be removed by Contractor and replaced
by an employee with proper qualifications.
Subcontracting. No part of the Work covered by this Contract shall be sublet by Contractor without
the prior written approval of City. Contractor shall file with Owner's Representative a complete
list of subcontractors together with a list of the kinds of materials used. This list shall be submitted
in writing to Owner's Representative as soon as subcontracts are made and approved by City.
Contractor is prohibited from holding a retainage on any payment to a subcontractor that provides
any services or Work on the Project or with respect to any payment for materials, tools, and other
expendable equipment used on the Project. Any subcontractor performing Work under this Contract
at the direction of Contractor shall file a "Final Receipt of Payment and Release" form, a copy of
which is attached as Exhibit G. This completed form shall be submitted to Owner's Representative
along with Contractor's application for final payment.
Americans With Disabilities Act. Contractor shall comply with all applicable provisions of the
Americans with Disabilities Act and the regulations implementing the Act, including those
regulations governing employment practices. If this Contract involves Contractor providing
services directly to the public, Contractor shall make the services, programs, and activities
governed by this Contract accessible to persons with disabilities as required by the Americans with
Disabilities Act and its implementing regulations. If this Contract involves construction Work, the
Project when completed shall comply with the requirements of the Americans with Disabilities Act
and the regulations implementing the Act. Payment of funds under this Contract are conditional
upon Contractor certifying to City in writing that it and the completed Project complies with the
Americans with Disabilities Act and 28 CFR Part 35.
Governing Law and Venue. This Agreement shall be governed by, interpreted and enforced in
accordance with the laws of the State of Missouri and/or the laws of the United States, as applicable.
The venue for all litigation arising out of, or relating to this Agreement, shall be Cape Girardeau
County, Missouri or the United States Eastern District of Missouri, Southeastern Division. The
parties hereto irrevocably agree to submit to the exclusive jurisdiction of such courts in the State
of Missouri and waive any defense of forum non conveniens.
10. Employment of Unauthorized Aliens Prohibited. Design -Builder shall comply with Missouri State
Statute section 285.530 in that Design -Builder shall not knowingly employ, hire for employment,
or continue to employ an unauthorized alien to perform Work within the state of Missouri. As a
condition for the award of this Agreement, Design -Builder shall, by sworn affidavit and provision
of documentation, affirm its enrollment and participation in a federal Work authorization program
with respect to the employees working in connection with the contracted services. Design -Builder
shall also sign an affidavit affirming that it does not knowingly employ any person who is an
unauthorized alien in connection with the contracted services. Design -Builder shall require each
subcontractor to affirmatively state in its contract with Design -Builder that the subcontractor shall
not knowingly employ, hire for employment or continue to employ an unauthorized alien to
perform Work within the state of Missouri. Design -Builder shall also require each subcontractor to
provide Design -Builder with a sworn affidavit under the penalty of perjury attesting to the fact that
the subcontractor's employees are lawfully present in the United States. Contractor's Work
Authorization Affidavit is contained in Exhibit I.
11. No Waiver of Immunities. In no event shall the language of this Agreement constitute or be
construed as a waiver or limitation for either party's rights or defenses with regard to each party's
applicable sovereign, governmental, or official immunities and protections as provided by federal
and state constitutions or laws.
12. Amendment. No amendment, addition to, or modification of any provision hereof shall be binding
upon the Parties, and neither Party shall be deemed to have waived any provision or any remedy
available to it unless such amendment, addition, modification or waiver is in writing and signed by
a duly authorized officer or representative of the applicable Party or Parties.
13. Notices. The following persons are designated by the respective Parties to act on behalf of such
Party and to receive all written notices and payment invoices:
TO AIRPORT:
City of Cape Girardeau
Cape Girardeau Regional Airport
860 Limbaugh Drive
Cape Girardeau, MO 63701
ATTN: Katrina Amos, Airport Manager
II�IIC�ZK�]�IIY7_��C�771
Zoellner Construction Company
2015 South Perryville Boulevard, Suite A
Perryville, MO 63775
ATTN: Johnny Guffey
Any notice required by this Contract 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
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 Parry or their authorized representative.
14. All parties have, with the assistance of their respective counsel, drafted the provisions contained in
this Agreement. Therefore, no provision in this Agreement will be construed in favor or against
any party by virtue of the identity of its preparer.
15. No Solicitation Warranty. Contractor 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, gifts, or any other consideration, contingent upon
or resulting from the award or making of this Agreement. For breach or violation of this warranty,
Sponsor will have the right to terminate this Agreement without liability, or at its discretion, to
deduct from this Agreement price or consideration, or otherwise recover, the full amount of such
fee, commission, percentage, brokerage fee, gifts, or contingent fee, plus costs of collection
including reasonable attorney's fees.
16. Force Majeure. The performance of each Party under the Agreement may be subject to interruptions
or reductions due to an event of Force Majeure. A Parry shall not be liable to the other Party in the
event it is prevented from performing its obligations hereunder in whole or in part due to an event
of Force Majeure.
17. Contractor's Representations and Warranties. Contractor represents and warrants as follows: (a)
Contractor has the power and authority to enter into and perform this Agreement and is not
prohibited from entering into this Agreement or discharging and performing all covenants and
obligations on its part to be performed under and pursuant to this Agreement; (b) Contractor has
taken all action required by Applicable Law in order to approve, execute and deliver this
Agreement; (c)The execution and delivery of this Agreement, the consummation of the transactions
contemplated herein and the fulfillment of and compliance by Contractor with the provisions of
this Agreement will not conflict with or constitute a breach of or a default under or require any
consent, license or approval that has not been obtained pursuant to any of the terms, conditions or
provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree,
determination, award or other instrument or legal requirement of any court or other agency of
government, the documents of formation of Contractor or any contractual limitation, restriction or
outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of
indebtedness or any other agreement or instrument to which Contractor is a party or by which it or
any of its property is bound and will not result in a breach of or a default under any of the foregoing;
(d) Contractor has taken all such action as may be necessary or advisable and proper to authorize
this Agreement, the execution and delivery hereof, and the consummation of transactions
contemplated hereby; (e) To Contractor's knowledge, there are no actions, proceedings, judgments,
rulings or orders issued by, or pending before any court or other governmental body that would
materially adversely affect Contractor's ability to perform its obligations under this Agreement;
and (f) This Agreement is a legal, valid and binding obligation of Contractor enforceable in
accordance with its terms, except as limited by laws of general applicability limiting the
enforcement of creditor's rights or by the exercise of judicial discretion in accordance with general
principles of equity.
18. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of the agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities. Each party agrees that it
will not disclose any confidential information of the other party and further agrees to take
appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein shall survive the termination or cancellation of the agreement. This
obligation of confidentiality shall not apply to (a) information that at the time of the disclosure is
in the public domain; (b) information that, after disclosure, becomes part of the public domain by
publication or otherwise, except by breach of the agreement by a party; (c) information that a party
can establish by reasonable proof was in that party's possession at the time of disclosure; (d)
information that a party receives from a third party who has a right to disclose it to that party; or
(e) information that is considered an open public record pursuant to the Missouri Sunshine law.
19. Contract Documents. The Contract Documents include this Contract and the attachments or
exhibits on the following page, which are incorporated herein by reference.
Exhibit
Description
A
City's RFQ/P and Basis of Design, Conforming to Addendum No. 1
B
City of Cape Girardeau Standard Specifications and Standard Drawings
(Latest Revisions)
C
Contractor's Performance Bond
D
Contractor's Labor & Material Payment Bond
E
Contractor's Insurance Certificate
F
Contractor's Affidavit for Final Payment
G
Subcontractor's Final Receipt of Payment and Release
H
Affidavit of Compliance with Prevailing Wage Law
I
Work Authorization Affidavit
J
Design -Builder's Qualifications and Technical Proposal & Pricing
Proposal
In the event of a conflict between the terms of any Exhibit or Attachment and the terms of this
Contract, the terms of this Contract control. In the event of conflicts or discrepancies between the
federal grant funding provisions and any other Contract document, the federal grant provisions
take precedence.
20. Escalation Clause. In the event of significant delay or price increase of material or equipment
occurring during the performance of the contract through no fault of the Design Build team, the
Contract GMP, time of completion or Contract requirements, the item costs shall be equitably
adjusted by Change Order in accordance with the procedures here within. A change in price of
materials or equipment will be considered significant when the price of an item increases by 20%
between the date of this Contract and the date of purchase. Notification of the increase event must
be sent to the owner within 21 calendar days of the event.
The amount of the increased item cost shall be capped at two and a half percent (2.5%) of the
original budgeted price for the item. Supporting documentation is required, including a
breakdown of the initially estimated costs and the actual costs for the Project. A third -party index
shall also be cited to demonstrate that outside economic forces are the reason for escalation.
21. Entire Contract. This Contract represents the entire and integrated Contract between the Parties
relative to the Project herein. All previous or contemporaneous contracts, representations, promises
and conditions relating to Contractor's services on this Project described herein are superseded.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the PARTIES have hereunto set their hands and seals the day and year written
below.
CITY OF CAPE GIRARDEAU, MISSOURI
Date:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Counselor
Kenneth Haskin, City Manager
CERTIFICATION: I hereby certify that this contract is within the purpose of the appropriation to
which it is to be charged, Account No. , and that
there is an unencumbered balance to the credit of such appropriation sufficient to
pay therefor.
Director of Finance
Company Name:
By:
Name:
Title:
Datc:
ATTEST:
Name:
Additional Forms for the Sample Contract (Please note that some of the documents are included at other
locations within the RFQ/P.)