Material Testing Services West Meyer Road Project.pdf

LEGAL NOTICE

INVITATION FOR FORMAL BID

IFB 26-098

For

MATERIAL TESTING SERVICES

WEST MEYER ROAD PROJECT

For

ST. CHARLES COUNTY GOVERNMENT

ST. CHARLES, MISSOURI

St. Charles County is seeking bids for West Meyer Road Project Material Testing Services. All bid prices submitted must be guaranteed for ninety (90) days.

26-098 West Meyer Road Material Testing Services Proposal Response from (please complete)

Name of Company or individual

BID INSTRUCTIONS

One [1] signed original and one [1] signed copy of the bid must be received in a sealed envelope plainly marked “26-098 West Meyer Road Project Material Testing Services” with the date and time of the bid opening in the lower left corner of the envelope.

An authorized representative of the company/person submitting the bid must sign the bid, in blue ink.

Bids must be submitted to the St. Charles County Finance Department, 201 North Second Street Room 541 St. Charles MO 63301 prior to the bid opening.

Bid opening will be on 8/19/2026 at 10:00 AM, in Room 116 of the St. Charles County Administration Building, 201 North Second Street, St. Charles, MO 63301.

St. Charles County reserves the right to accept and/or reject any and all bids.

Bid results may be obtained by going to our St Charles County Government website @ http://www.sccmo.org/Bids.aspx click on “show Closed/Awarded/Cancelled bids”, select bid and click on “related documents”. No phone calls please. The time it takes for final bid results to be made public depends on the complexity of the project and the cost of the project.

BID INQUIRIES

Any questions or clarifications concerning this Request for Bid must be submitted in writing via E-mail (preferred), mail or fax to:

Lenore Moore St. Charles County Government Finance Department 201 North Second St St. Charles, Missouri 63301 Fax: (636)949-7589 lmoore@sccmo.org

For questions or inquiries concerning the specifications please contact:

Nathan Tormala, Highway Construction Manager St. Charles County Government Highway Department 301 North Third Street St. Charles, Missouri 63301 Fax: (636)949-7307 highway@sccmo.org

The bid number and title shall be referenced on all correspondence.

All questions must be received no later than 3:00 PM on 8/12/2026. Any question received after this deadline may not be answered.

Responses to questions/clarifications will be placed on the County’s website http://www.sccmo.org/Bids.aspx. Check this website frequently for updates and any addendum that are issued.

Prohibited Communication

Contact with any representative, other than through the procedure outlined in the section titled “Bid Inquiries”, concerning this request is prohibited PRIOR TO BID OPENING.

Representative shall include, but not be limited to, all elected and appointed officials, and employees of St. Charles County and their Agents within St. Charles County.

Any Offer or engaging in such prohibited communications prior to Bid Opening may be disqualified at the sole discretion of St. Charles County.

TERMS AND CONDITIONS

St. Charles County reserves the right to reject any and all bids or parts of a bid and waive technicalities, and to adjust quantities.

All bids will be considered final. No additions, deletions, corrections, or adjustments will be accepted after the time of bid opening.

All delivery costs or charges must be included in the F.O.B. destination bid price.

City, County and State of Missouri Sales Tax and Federal Taxes are not applicable to sales made to St. Charles County and must be excluded.

The contract shall be effective for the approximate twelve (12) month period from the date of the notice of award.

The electronic version of this bid is available upon request. The document was entered into

WORD for Microsoft Windows. The Purchasing Office does not guarantee the completeness and accuracy of any information provided on the electronic version. Therefore, respondents are cautioned that the hard copy of this bid on file in the Purchasing Office governs in the event of a discrepancy between the information contained in or on the electronic version and that which is on the hard copy.

Vendors are required to clearly identify any deviations from the specifications in this document.

An authorized officer of the company submitting the bid must sign all bids, in blue ink.

Vendors must submit two [2] signed copies of their bid; one is to be an original and so marked.

All prices and notations must be in blue ink or typewritten on the attached form. Mistakes must be crossed out, corrections typed adjacent and must be initialed in blue ink by the person signing the bid.

St. Charles County will not award any bid to an individual or business having any outstanding amounts due from a prior Contract or business relationship with the County or who owes any amount(s) for delinquent Federal, State or Local taxes, fees and licenses.

Sealed proposals received after the designated time of the receipt of the sealed proposals will be considered as “No Bid” and “Void” and will not be opened.

The successful bidder is specifically denied the right of using, in any form or medium, the names of St. Charles County or any other public agency within St. Charles County Government for public advertising unless express written permission is granted.

All bidders must possess the necessary and appropriate business and/or professional licenses in their field.

Name of Company or individual

The County will make its award to the lowest responsive, responsible bidder unless additional criteria is established herein. When payments are to be made to the County, the County will award based on payments unless these documents establish additional criteria. As used for this award, “responsive” shall mean a bid that conforms in all respects with the terms and conditions of the County’s requirements. As used for this award, “responsible” shall mean that the bidder has the capability in all respects to perform fully the contract requirements, and the integrity and reliability which will assure good faith performance.

County reserves the right to accept any item or group of items offered, unless the bidder qualifies his bid by specific limitations. The bid can be on an "all or none" basis if wording in the bid so states and if all items solicited are included in the bid.

When applicable, provide unit prices and extension prices. Where there is disagreement in the unit and extension prices, the unit price shall govern.

Employment of Unauthorized Aliens Prohibited (Missouri Revised Statutes Section 285.530)

As a condition for the award of any contract or grant in excess of five thousand dollars by St.

Charles County to a business entity, the business entity shall, by sworn affidavit and provision of documentation**, affirm its enrollment and participation in a federal work authorization program (E- Verify) with respect to the employees working in connection with the contracted services. Every such business entity shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. [RSMO 285.530 (2)]

An employer may enroll and participate in a federal work authorization program (E-Verify) and shall verify the employment eligibility of every employee in the employer’s hire whose employment commences after the employer enrolls in a federal work authorization program. The employer shall retain a copy of the dated verification report received from the federal government. Any business entity that participates in such program shall have an affirmative defense that such business entity has not violated subsection 1 of this section. [RSMO 285.530 (4)]

Any entity contracting with St. Charles County shall only be required to provide the referenced affidavit on an annual basis. A copy of the affidavit is included in this bid request. Vendors may choose to send the required documentation using one of the following options:

Send the notarized affidavit and E-Verify MOU signature page to: St. Charles County, Attn:

Purchasing Manager, 201 N Second Street, Room 541, St. Charles, MO 63301prior to responding to any solicitations; OR

Send the notarized affidavit and E-Verify MOU signature page along with a bid solicitation response.

These documents will be kept on file. The notarized affidavit and E-Verify MOU signature page will remain current for one year from the date of the notarized affidavit.

Name of Company or individual

** PLEASE NOTE:

Acceptable enrollment and participation documentation consists of a valid copy of the signature page of the E- Verify Memorandum of Understanding, completed and signed by the Contractor, and the Department of Homeland Security - Verification Division

The online address to enroll in the E-verify program is:

https://everify.uscis.gov/account/enroll

INSURANCE:

The successful bidder must agree to provide and maintain during the life of the Contract the insurance(s) listed below, in the minimum amounts specified, with an insurance company licensed to do business in the State of Missouri. All policies must name the County as an additional insured and provide for thirty (30) days written notice prior to any material changes or cancellation. Successful bidder will be awarded contract once a Certificate of Insurance is provided.

a. Worker’s Compensation and Employer’s Liability: Statutory WC limits as required by the Statutes of the State of Missouri, (or a qualified self-insurer) and Employers Liability in an amount of no less than $1.0 million.

b. Automobile, General Liability and Property Damage:

The Contractor shall maintain the following minimum amounts of automobile, general liability, and property damage insurance coverage during the life of the contract: $1,000,000 for bodily injury or death to any one person and $3,000,000 per occurrence for automobile and general liability coverage; and property damage coverage of at least $1,000,000. A Combined Single Limit Policy in the amount of $3,000,000 is an acceptable alternative. Automobile coverage must include non-owned vehicles.

c. Additional Requirements: The Automobile & General Liabilities policies shall be endorsed to include the County as an additional insured including the following language: “Nothing in this endorsement shall serve to operate as a waiver of the County’s Sovereign Immunity or broaden the liability of the County beyond the provisions of Sections 537.600 to 537.610 of the Revised Statutes of Missouri”. Contractor shall provide 30 days advance written notice of any material change. A Waiver of Subrogation in favor of the County shall be endorsed on each of the policies. The required insurance shall be primary insurance with respect to any other insurance or self-insurance programs maintained by the County. A Certificate of Insurance evidencing the above coverage(s) together with a copy of the required endorsements shall be provided to the County prior to the commencement of any work. It shall be the Contractor’s responsibility to keep the respective insurance policies and coverages current and in force for the life of the contract.

d. Subcontractor’s Coverage: It shall be the Contractor’s responsibility to ensure that all subcontractor’s maintain the same coverages and limits as outlined herein.

Open Records

Any and all information contained in or submitted with the bid becomes a public record subject to the Missouri Sunshine Law when the bids are opened. If the bidder believes that any information contained in or submitted with the bid is protected from disclosure by the Missouri Sunshine Law, the bidder must clearly identify what information the bidder believes is so protected and must also clearly identify the legal basis therefor.

Veteran Friendly Employment Policy

"Indicate whether you have developed a veteran friendly employment policy and, if so, attach a copy of such policy to your response as a point of information."

_____ "YES" our company has a veteran friendly employment policy.

_____ "NO" our company does not have a veteran friendly employment policy.

Please include a copy of your veteran friendly employment policy with your submission.

Name of Company or individual

BID SPECIFICATIONS

Services anticipated under this proposal include material testing as required for the construction of the proposed roadway improvement project. The project is as follows:

West Meyer Road Improvement Project o Soil and Base rock: density, gradation, PI and compaction o Asphalt: gradation, AC content, 4” core compaction and deleterious content o Concrete: aggregate gradation and deleterious content

All testing will be subject to review and approval of representatives of St. Charles County Highway Department and Missouri Department of Transportation. All representatives must be certified in the discipline of work to be performed (including MoDOT Certification) and 24-hour notice must be given prior to personnel or change of personnel reporting to the job site.

The County intends to issue a Notice to Proceed on or about “August 24, 2026 for the material testing project. All prices submitted as part of this proposal are to be per each test, as described, and are to be good for the duration of the project, which by contract is noted to be complete by August 31, 2027. The County will not be held responsible for extensions of time necessary to complete the work because of utility delays, weather delays and/or for the contractor’s inability to complete the work within the allotted time.

The type and number of tests to be conducted on this project are estimated and are based on a testing frequency as follows:

Asphalt Compaction – every 100 feet per lane per lift of fill material (Minimum of 8 cores per day of production or at engineer’s discretion) Rock Base Compaction – every 100 feet per lane per lift of material

Once work on the project gets underway, the selected testing agency will be expected to respond to the County’s request for testing within 24 hours of notification by the County.

Tests are to be run by individuals with the necessary background and training (MoDOT Certification) to properly conduct and report all tests and results. If the personnel dispatched to this project are found to be lacking in the expertise or experience necessary to properly conduct the tests as determined by St. Charles County Highway Department or MoDOT, the testing agency will be required to remove that person from the project and re-conduct tests as necessary by a properly qualified individual. There will be no payment for the re-tests determined to be necessary as a result of unqualified individuals or improper technique.

Immediately upon the completion of each test, an oral report of the results must be given to the on-site County representative and if available, a representative of the contractor. If no County representative is on site, efforts must be made to reach the designated County representative by phone and/or fax, especially in cases of test results not meeting contract specifications.

Written reports of findings must be submitted on bi-weekly basis. These reports must include the date, location, and result of each test run, along with the minimum standard as required by the specifications. Comments regarding failed tests and corrective action taken by the contractor, along with identification of subsequent re-tests, must also be included.

Name of Company or individual

Prices shown shall include all incidentals, including mileage, equipment, clerical, reporting, etc. for each particular type of test. The actual number of each type of test found necessary is subject to change, and payment will be made at the unit price for the actual number of tests run.

Payment for services shall be made based on monthly invoices submitted by the testing agency.

Invoices must include an itemization of the number of each type of test run and the unit price, along with a total amount owed.

The County reserves the right to withhold payment of any invoice if the required reports have not been received for the billing period covered by the invoice. Payment would be made following receipt of the required reports.

Exception Sheet

If the item(s) and/or services proposed in the response to this bid is in any way different from that contained in this proposal or bid, the bidder is responsible to clearly identify all such differences in the space provided below. Otherwise, it will be assumed that the bidder’s offer is in total compliance with all aspects of the proposal or bid.

Below are the exceptions or differences to the stated specifications (attach additional sheets as needed):

Date:

Signature:

Title:

Company:

BID FORM

26-098

West Meyer Road Project Material Testing Services

The undersigned, hereby proposes to provide the following testing services in accordance with applicable and accepted AASHTO and ASTM requirements for the West Meyer Road project at the prices indicated below:

TEST

UNIT

ESTIMATED #

OF TESTS

UNIT PRICE

COST

SOIL DENSITY CONTROL CURVE

(MODIFIED PROCTER)

EA 3

SOIL COMPACTION TEST (SUBGRADE

FILL AREAS)

EA 300

SOIL COMPACTION TEST (FINAL

SUBGRADE)

EA 330

ROCK DENSITY CONTROL CURVE

(MODIFIED PROCTOR)

EA 2

ROCK GRADATION AASHTO T27-99 EA 2

ROCK PLASTICITY INDEX AASHTO

T89-90

EA 2

ROCK BASE COMPACTION TEST EA 330

ASPHALTIC PAVEMENT BITUMINOUS

BASE - AGGREGATE GRADATION

EA 18

ASPHALTIC PAVEMENT BITUMINOUS

BASE - AC CONTENT

EA 18

ASPHALTIC PAVEMENT BITUMINOUS

PAVEMENT – AGGREGATE

GRADATION

EA 8

ASPHALTIC PAVEMENT BITUMINOUS

PAVEMENT – AC CONTENT

EA 8

ASPHALTIC PAVEMENT BITUMINOUS

BASE COMPACTION TEST (CORES)

EA 225

ASPHALTIC PAVEMENT BITUMINOUS

BASE COMPACTION TEST (NUCLEAR)

EA 1

PCC PAVEMENT AGGREGATE

GRADATION (COARSE AND FINE

AGGREGATES)

EA 2

PAVEMENT COMPACTION TEST

(CORES)

EA 75

PAVEMENT COMPACTION TEST

(NUCLEAR)

EA 1

PCC PAVEMENT DELETERIOUS

(COARSE AGGREGATES)

EA 2

WEST MEYER ROAD PROJECT TOTAL

Date Authorized signature

THIS FORM MUST BE COMPLETED AND ENCLOSED WITH THE BID

Audit Clause for Contracts

Examination of Records

The Contractor's records must include, but not be limited to, accounting records (hard copy, as well as computer readable data), written policies and procedures, subcontractor files, indirect cost records, overhead allocation records, correspondence, instructions, drawings, receipts, vouchers, memoranda, and any other data relating to this contract and shall be open to inspection and subject to audit and/or reproduction by the County Auditor, or a duly authorized representative from the County, at the County's expense. The contractor must preserve all such records for a period of three years, unless permission to destroy them is granted by the County, or for such longer period as may be required by law, after the final payment. Since the Contractor is not subject to the Missouri Sunshine Law (Chapter 610, RSMo), information regarding the Contractor's operations, obtained during audits, will be kept confidential.

The Contractor will require all subcontractors under this contract to comply with the provisions of this article by including the requirements listed above in written contracts with the subcontractors.

Vendor Information

Company Name:

Business Address:

Business Hours:

Phone: Fax:

Email address:

Contact Person:

Authorized Signature: _________________________________________________ (Indicates acceptance of all bid terms and conditions)

Date: ____________________

Name of Company or individual

AFFIDAVIT OF WORK AUTHORIZATION

The bidder/contractor who meets the section 285.525, RSMo definition of a business entity must complete and return the following Affidavit of Work Authorization.

Comes now (Name of Business Entity Authorized Representative) as

(Position/Title) first being duly sworn on my oath, affirm

(Business Entity Name) is enrolled and will continue to participate in the E-Verify federal work authorization program with respect to employees hired after enrollment in the program who are proposed to work in connection with the services related to contract(s) with the County for the duration of the contract(s), if awarded in accordance with subsection 2 of section 285.530, RSMo. I also affirm that

(Business Entity Name) does not and will not knowingly employ a person who is an unauthorized alien in connection with the contracted services provided to the contract(s) for the duration of the contract(s), if awarded.

In Affirmation thereof, the facts stated above are true and correct. (The undersigned understands that false statements made in this filing are subject to the penalties provided under section 575.040, RSMo.)

Authorized Representative's Signature Printed Name

Title Date

E-Mail Address

Subscribed and sworn to before me this _____________ of ___________________. I am

(DAY) (MONTH, YEAR)

commissioned as a notary public within the County of , State of

(NAME OF COUNTY)

_______________________, and my commission expires on _________________.

(NAME OF STATE) (DATE)

Signature of Notary Date

THIS FORM MUST BE COMPLETED AND ENCLOSED WITH THE BID

Anti-Discrimination Against Israel Act Certification

1. Pursuant to Section 34.600 of the Revised Statutes of Missouri, St. Charles County shall not enter into a contract to acquire or dispose of services, supplies, information technology, or construction unless the contract includes a written certification that the company is not currently engaged in and shall not, for the duration of the contract, engage in a boycott of goods or services from the State of Israel; companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel;

or persons or entities doing business in the State of Israel.

2. This requirement shall not apply to contracts with a total potential value of less than one hundred thousand dollars or to contractors with fewer than ten employees.

3. Vendor affirms they have reviewed the requirements and definitions contained in RSMo. §

34.600.

Vendor hereby certifies they have complied with the terms of RSMo § 34.600, as applicable to this agreement, and will comply for the duration of the contract period.

Vendor Date

EXHIBIT A

ST. CHARLES COUNTY

DOMESTIC PRODUCTS PROCUREMENT ACT (BUY AMERICAN)

The Missouri Domestic Products Procurement Act (34.350-34.359 RSMo) requires that for all bids with a value of $25,000 or more, the goods or commodities purchased by any public agency (which definition includes all political subdivisions of the State, including counties) or used or supplied in the construction, alteration, repair, or maintenance of any public works must be manufactured or produced in the United States. As defined in 34.350 RSMo, United States means the United States of America, the District of Columbia, and all territories and possessions subject to the jurisdiction of the United States. The law also requires that the bidder must provide proof of compliance. Note: In general, if an import tariff is applied to an item, it does not qualify for the Buy American preference. In addition, Most Favored Nation status does not allow application of the preference.

Section A – All Products Are Manufactured or Produced In U.S.

If all products bid qualify as domestic products under Missouri law, complete only Section A.

I hereby certify that all products qualify as domestic, that the information provided is true and correct, and complies with all provisions of Sections 34.350-34.359 RSMo. I understand that any misrepresentation herein constitutes the commission of a class A misdemeanor pursuant to Section 34.355 of the Revised Statutes of Missouri.

SIGNATURE

COMPANY NAME

If Section A is completed, do not complete Section B.

Section B – Only One Product Line or No Products Are Manufactured or Produced In U.S.

If only one product line or no products are manufactured or produced in the U.S. complete only section B.

I hereby certify that there is only one product line or no product manufactured or produced in the U.S., that the information provided is true and correct, and complies with all provisions of Sections 34.350-34.359 RSMo. I understand that any misrepresentation herein constitutes the commission of a class A misdemeanor pursuant to Section 34.355 of the Revised Statutes of Missouri.

Section C – Products May Qualify Because of Qualifying Treaty If some or all products bid qualify for domestic status because of a trade treaty, etc., then the bidder must identify each product, country and qualifying treaty, etc. below. The bidder must list ALL products which are or may qualify as domestic below. If more space is needed, please copy this form and submit as an attachment.

BID ITEM NUMBER(S) COUNTRY WHERE MANUFACTURED OR

PRODUCED

QUALIFYING TREATY, LAW,

AGREEMENT, OR REGULATION

SECTION C

I hereby certify that the specific items listed above are domestic, that the information provided is true and correct, and complies with all provisions of Sections 34.350-34.359 RSMo. I understand that any misrepresentation herein constitutes the commission of a class A misdemeanor pursuant to Section 34.355 of the Revised Statutes of Missouri.

Name of Company or individual

SERVICE AGREEMENT

St. Charles County, Missouri, (County) and __________________________ (Contractor) do hereby enter into this SERVICE AGREEMENT effective the last date signed below and subject to the following terms and conditions:

I. Scope of Services: The Contractor shall furnish, at its cost and expense, all tools, equipment, supplies, superintendence, transportation, and other accessories, services, and facilities; and provide and perform all necessary labor in a good, substantial, and workmanlike manner to complete the work as designated, described and required by the bid specifications contained in “IFB 26-098 Material Testing Services – West Meyer Road,” on file with St. Charles County, all in accordance with the general conditions, supplementary conditions, instructions to bidders, proposal, and other specified documents, all of which contract documents form the contract, and are as fully a part thereof as if repeated verbatim herein, all work to be done under the direct supervision, and to the entire satisfaction of the County.

II. When Services Provided: The Contractor shall furnish the services identified in the scope of services by location of the bid document on Monday through Saturday of each week. The Contractor shall furnish the other identified services upon request of the County.

The County reserves the right to withhold payment of any invoice if the required reports have not been received for the billing period covered by the invoice. Payment would be made following receipt of the required reports.

III. Cost And Unit Prices: The County shall pay the Contractor for all work done in accordance with the prices shown in the proposal within a reasonable time after receiving an invoice from Contractor for the completed work. Contractor shall submit invoices to the County no later than thirty (30) days after completion of the work. All Payments shall be subject to appropriations by County.

IV. Supervision: The Contractor shall supervise and direct the work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over means, methods, techniques, sequences, and procedures and for coordinating all portions of the work under the contract, unless the contract documents give other specific instructions concerning those matters. Contractor shall self-perform all services listed within the bid. Contractor shall not subcontract any services within the bid nor assign to a third party the performance of any services within the bid to a third party without the prior written permission of the County.

V. Incorporation of Procurement Documents: This agreement hereby incorporates the County’s related procurement documents (IFB 26-098), the Contractor’s responses thereto, and any attachments or exhibits to any of the above-referenced documents. In the event of a conflict between any of the incorporated documents, this document shall control. If Contractor believes it has identified or becomes aware of an inconsistency or conflict, it shall request clarification from the County, in which case the County’s interpretation shall control. The absence of a term from this document does not imply the negation of a term from the County’s procurement documents.

VI. Appropriations: Any obligation on the part of the County to pay any amount due under the agreement is subject to appropriation by the County in each fiscal year of funds sufficient to fulfill the terms of the agreement. Should the County fail to appropriate sufficient funds in its annual budget ordinance for any of the fiscal years to which the County’s obligation to pay any amount due under the agreement applies, the County’s obligation to pay any funds under this agreement shall cease without penalty and without further payment being required, and the agreement will terminate upon written notice by the County that there are no sufficient authorized funds lawfully available to meet the County’s payment obligations.

VII. Non-Waiver of Sovereign Immunity: The County hereby asserts and maintains its sovereign immunity to the fullest extent permitted by law. Nothing in the agreement shall be construed as a waiver of the County’s sovereign immunity or as consent by the County to be sued in any forum or manner except as provided by law. The County’s sovereign immunity shall survive the termination or expiration of the agreement and shall remain in full force and effect in accordance with any and all applicable laws.

VIII. Indemnification: To the fullest extent allowable by law, Contractor shall indemnify, defend (with counsel chosen by Contractor with County’s consent), and hold harmless County, its officers, agents, and employees from and against any and all claims, damages, losses, expenses and liabilities of any kind, including but not limited to attorney’s fees and costs, arising out of or in connection with Contractor’s performance of its duties and obligations under this agreement. The indemnification obligation under this paragraph shall not be limited by a limitation on amount or type of damages or liability.

Contractor’s obligation to indemnify pursuant to this section shall survive the termination or expiration of this agreement.

IX. Bond Requirements Contractor shall be required to submit a 100% Performance and Payment Bond in favor of the County if project is $50,000.00 or greater. The security company representing Contractor must be authorized to do business in the State of Missouri and be approved by County.

X. Open Records: The Parties agree and recognize that the County is a political subdivision of the State of Missouri and is therefore subject to open records laws including but not limited to Chapter 610, RSMo (“The Sunshine Law’), other various state and federal laws, and/or court or administrative orders. The Parties recognize that these laws or orders may require disclosure of public records, including records or documents related to the agreement. The County has no obligation under the agreement to provide notice or secure approval from Contractor prior to any mandated disclosure. Any such disclosure made by the County shall not be a breach or violation of the terms of the agreement.

If Contractor believes any information related to this agreement is protected from disclosure, Contractor must immediately and clearly identify what information is so

Name of Company or individual protected and must clearly articulate the legal basis thereof. The County shall make any final determinations with regards to disclosure.

XI. Insurance: Contractor must obtain and keep in effect at all times during the contract period the following coverages and upon execution submit copies of certificates of insurance documenting the following coverages:

a. Worker’s Compensation and Employer’s Liability: Statutory WC limits as required by the Statutes of the State of Missouri, (or a qualified self-insurer) and Employers Liability in an amount of no less than $1.0 million.

b. Automobile, General Liability and Property Damage: The Contractor shall maintain the following minimum amounts of automobile, general liability, and property damage insurance coverage during the life of the contract:

c. $1,000,000 for bodily injury or death to any one person and $3,000,000 per occurrence for automobile and general liability coverage; and property damage coverage of at least $1,000,000. A Combined Single Limit Policy in the amount of $3,000,000 is an acceptable alternative. Automobile coverage must include non-owned vehicles.

d. Additional Requirements: The Automobile & General Liabilities policies shall be endorsed to include the County as an additional insured including the following language: “Nothing in this endorsement shall serve to operate as a waiver of the County’s Sovereign Immunity or broaden the liability of the County beyond the provisions of Sections 537.600 to 537.610 of the Revised Statutes of Missouri”. Contractor shall provide 30 days advance written notice of any material change. A Waiver of Subrogation in favor of the County shall be endorsed on each of the policies. The required insurance shall be primary insurance with respect to any other insurance or self-insurance programs maintained by the County. A Certificate of Insurance evidencing the above coverage(s) together with a copy of the required endorsements shall be provided to the County prior to the commencement of any work. It shall be the Contractor’s responsibility to keep the respective insurance policies and coverages current and in force for the life of the contract.

e. Subcontractor’s Coverage: It shall be the Contractor’s responsibility to ensure that all subcontractor’s maintain the same coverages and limits as outlined herein.

XII. Venue and choice of laws: Any legal action, suit or proceeding in any way arising out of or relating to the agreement shall be brought solely and exclusively in the Circuit Court of St. Charles County, Missouri or the federal district court located in St. Louis, Missouri, and Contractor and any subcontractor irrevocably accepts and submits to the sole and exclusive jurisdiction of such courts, generally and unconditionally.

Contractor and any subcontractor shall not bring any legal action, suit or proceeding in

Name of Company or individual any other jurisdiction against the County. Contractor and any subcontractor irrevocably waives and agrees not to assert by way of motion, as a defense or otherwise, any objection that it may now or hereafter have to the venue of any of the aforesaid actions, suits or proceedings in the courts described herein, and further waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this agreement or the subject matter hereof or thereof may not be enforced in and by such court.

The laws of the State of Missouri, without giving effect to conflict of laws principles, shall govern this agreement and any dispute arising from it.

XIII. Entire Agreement: This document, and the documents incorporated explicitly herein, represent the entire agreement between the parties and any verbal understandings, extraneous writings, or other communications (written or otherwise) or expressly not binding on the parties.

XIV. Amendments: The parties may only modify this agreement by written amendment, properly executed and consistent with the County’s ordinances and purchasing plan.

XV. Severability: If a court of competent jurisdiction should find any provision of this Agreement to be invalid or unenforceable, the same shall be reduced in scope and coverage to the extent necessary to render the same valid, and, if that is not possible, the remainder of this Agreement shall not be affected and shall continue in full force and effect.

XVI. Counterparts: The parties may sign this Agreement in counterparts, which shall be fully binding upon the parties upon execution by the last signing party.

XVII. Notices: All notices and other communications required to the County pursuant to this Agreement shall be in writing and shall be deemed to be duly given if (a) delivered in person or by commercial delivery service, or (b) if mailed by certified mail, with postage prepaid and return receipt requested, to the County Executive’s office and the County Counselor. Nothing contained in this Section shall be construed to restrict the transmission of routine communications between representatives of the parties.

XVIII. Not a Joint Venture: Nothing contained in this Agreement shall be deemed to constitute the parties to this Agreement as partners in a partnership or joint venture for any purpose whatsoever.

XIX. Not Assignable: This Agreement is not assignable by either party hereto without the written consent of all other parties.

XX. Section Headings: All section headings contained in this Agreement are for the convenience of reference only and the Parties do not intend for headers to define or limit the scope of any provision of this Agreement.

Name of Company or individual

XXI. Force Majeure. No Party shall be liable for any delay in or failure of performance of any obligation hereunder, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by an act of God, acts of terror or manmade disasters, riots, unusually severe weather, fire, flood, epidemic, quarantine, strike, labor dispute or freight embargo, or similar event outside the reasonable control of the non-performing Party, but only to the extent such event was not the result of, or was not aggravated by, the acts or omissions of the non-performing Party. Contractor shall make best effort to avoid foreseen weather delays;

delay due to unforeseen and severe weather conditions shall not be penalized.

XXII. Independent Contractor Status. The Contractor is and will remain in independent contractor in its relationship to the County and shall perform their tasks and duties consistently with such status, and neither party nor its agents, students, servants, employees, officers, directors, or trustees will make a claim or demand for any right or privilege applicable to an agent, student, servant, employee, officer, director or trustee of the other, including but not limited to Workers’ Compensation coverage, disability benefits, accident or health insurance, unemployment insurance, social security or retirement membership or benefits. Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership or joint venture between the parties. If required by law, all payments made to the Contractor hereunder will be reported on a calendar year basis using IRS Form 1099. The County will not: (1) withhold FICA (Social Security and Medicare taxes) from the Contractor payments or make FICA payments on the Contractor or the Contractor’s agent’s behalf, (2) make state or federal unemployment compensation contributions or payments on the Contractor or the Contractor’s agent’s behalf, or

(3) withhold state or federal income tax from the Contractor’s payments.

XXIII. Term, Renewal, and Termination: Initial term of the agreement is twelve (12) months.

The County, with the consent of the Contractor, shall have the option to renew said contract for an additional (12) month period at the same specifications and terms and conditions.

St. Charles County reserves the right to terminate the agreement for its convenience by giving (30) thirty days written notice of termination. In case of termination the Contractor may present County with a final invoice for all completed work, subject to appropriations.

In addition to the County's right to terminate for convenience, the County may terminate this Agreement immediately upon written notice to Contractor, without a cure period, upon the occurrence of any of the following: (a) Contractor's failure to respond to the County's request for testing within the 24-hour window required by the bid specifications on more than [two (2)] occasions within any thirty (30)-day period; (b) Contractor's use of personnel on the project who are found to lack the certification or qualifications required by the bid specifications on more than one occasion; or (c) any other material failure of Contractor to perform that the County determines, in its reasonable judgment, jeopardizes the roadway contractor's ability to continue construction or the County's ability to satisfy applicable federal reporting or documentation obligations. Upon termination under this section, the County may procure replacement material testing services by any means the County deems appropriate, and Contractor shall be liable to the County for the reasonable difference, if any, between the Contract price and the cost of procuring replacement services for the remainder of the work, in addition to any other remedies available at law.

Name of Company or individual

The County's right to withhold payment for non-conforming or incomplete work under Section II is not affected by, and does not require, termination under this section.

IN WITNESS WHEREOF, the parties have entered into this Agreement on the date last written below.

CONTRACTOR ST. CHARLES COUNTY

Signature Date Signature Date

ATTEST:

County Registrar

CERTIFICATE OF DIRECTOR OF FINANCE

I certify pursuant to § 50.660 RSMo., as amended, that there is a balance otherwise unencumbered to the credit of the appropriation to which this contract is chargeable, and a cash balance otherwise unencumbered in the treasury to the credit of the fund from which payment is to be made, each sufficient to meet this obligation.

Michael E. Sommer, Director of Finance