Shaw Park Tennis Center Fence Project.pdf

Bid Document For

Shaw Park Tennis Center Fence Project

In

Clayton, Missouri

Project #: 2027.PK 62-850

Department of Parks & Recreation 50 Gay Avenue – Clayton, Missouri 63105 (314) 290-8464

City of Clayton, Missouri Shaw Park Tennis Center Fence Project - 2027

2027.PK 62-850

Instructions to Bidders 1

TABLE OF CONTENTS

TITLE Page

Invitation for Bids Instructions to Bidders:

Article 1 - Definition Article 2 - Bidder's Representations Article 3 - Bidding Documents Article 4 - Bidding Procedure Article 5 - Consideration of Bids Article 6 - Post Bid Information Article 7 - Award of Contract Article 8 - Performance Bond and Labor and Material Payment Bond Article 9 - Form of Agreement between City and Contractor Article 10 - Bid Form Proposal Itemized Bid Form .…………………………………………………………… Subcontractor Approval Form Non-Collusion Affidavit Statement of Qualifications City of Clayton, Vendor/Contractor Questionnaire Instructions for Executing Contract

City-Contractor Agreement Article I - The Contract Documents .............................................................................. C-1 Article II - Scope of Work ............................................................................................. C-1 Article III - Time of Completion .................................................................................... C-2 Article IV - The Contract Sum & Payments ................................................................. C-2 Article V - Performance of the Work ............................................................................ C-3 Article VI - Delays beyond Contractor's Control ........................................................... C-4 Article VII - Changes in the Work ................................................................................. C-5 Article VIII - Termination .............................................................................................. C-6 Article IX - Contractor's Insurance ............................................................................... C-7 Article X - Indemnities .................................................................................................. C-8 Article XI - Insurance ................................................................................................... C-9 Article XII - The Work ................................................................................................ C-11 Article XIII - Notices ................................................................................................... C-13 Contract Signature Page ....................................................................................................... C-14 Form of Contract Performance-Payment Bond...................................................................... C-15

General Conditions of City-Contractor Agreement Article 1 - Contract Documents ................................................................................. GC-1 Article 2 - City ........................................................................................................... GC-2 Article 3 - Contractor ................................................................................................. GC-2 Article 4 - Subcontractors ......................................................................................... GC-5 Article 5 - Separate Contracts ................................................................................... GC-7 Article 6 - General Provisions ................................................................................... GC-8 Article 7 - Time ......................................................................................................... GC-9

Instructions to Bidders 2

TABLE OF CONTENTS (Continued)

General Conditions of City-Contractor Agreement (Continued)

Article 8 - Payments and Completion ........................................................................ GC-9 Article 9 - Protection of Persons and Property ........................................................ GC-11 Article 10 - Property Insurance ............................................................................... GC-12 Article 11 - Changes in the Work ............................................................................ GC-13 Article 12 - Uncovering and Correction of Work ...................................................... GC-13 Article 13 - Miscellaneous ....................................................................................... GC-14 Article 14 - Equal Opportunity and Non-Discrimination ........................................... GC-20 Article 15 - Conflicts of Interest ............................................................................... GC-21 Article 16 - Alien Registration, Compliance, and Enforcement ................................ GC-22 Article 17 - Safety Programs, Compliance, and Penalties ....................................... GC-24 Article 18 - Periods of Excessive Unemployment .................................................... GC-25

Contractor’s Affidavit for Public Construction Projects ........................................................ GC-26

Project Specifications………………………………………………………………………SP-1 – SP-8

Project Map

Annual Wage Order No. 33

Instructions to Bidders 3

INVITATION FOR BIDS

The City of Clayton is accepting sealed bids for the Shaw Park Tennis Center Fence Project.

Bids will be received by the City of Clayton Director of Parks and Recreation, 50 Gay Avenue, Clayton, MO 63105, until 1:00 P.M. CDT, on Thursday, November 19, 2026. The bids will then be publicly opened and read aloud at the Center of Clayton, Meeting Room B at 1:05 P.M.

The Scope of work includes removal and replacement of fencing and gates around Courts 1-9 -installation of approximately 1678 linear feet of 9 gauge 10-foot pvc coated black chainlink fence and industrial swing gates – as detailed in the attached project specifications. Each bidder shall submit a lump sum price for all work required to complete the project.

The City intends to issue a Notice to Proceed on or before December 9, 2026.

Bid documents will be available from the city’s website: www.claytonmo.gov/bids starting Monday, October 19, 2026.

A mandatory pre-bid meeting is scheduled for Wednesday, October 28 at 8:00 A.M. The meeting will take place at Shaw Park Tennis Center, 231 S. Brentwood Blvd., Clayton, MO 63105.

Questions regarding this project should be directed to the Superintendent of Parks, Justin Whipple at jwhipple@claytonmo.gov. All questions should be submitted in writing via email no later than 5:00 P.M. on Friday, November 13, 2026.

Not less than the prevailing hourly rate of wages shall be paid to all workmen performing under this contract in this area according to the rates determined by the Department of Labor and Industrial Relations of the State of Missouri.

The City reserves the right to accept or reject any bid and waive any irregularities in the best interest of the City.

http://www.claytonmo.gov/bids mailto:jwhipple@claytonmo.gov

Instructions to Bidders 4

INSTRUCTIONS TO BIDDERS

ARTICLE 1

DEFINITIONS

1.1 Bidding Documents include the Invitation to Bid, Instructions to Bidders, the Bid form and the proposed Contract Documents including any Addenda issued prior to receipt of bids. The Contract Documents proposed for the Work consists of the City-Contractor Agreement, State Wage Determination, Non-Collusion Affidavit, Performance Payment Bond, the Specifications, the Construction Schedule, all Addenda, and all Modifications.

1.2 All definitions set forth in the General Conditions of City-Contractor Agreement or in other Contract Documents are applicable to the Bidding Documents.

1.3 Addenda are written or graphic instruments issued prior to the execution of the City- Contractor Agreement which modify or interpret the Bidding Documents by additions, deletions, clarifications or corrections.

1.4 A bid is a complete and properly signed proposal to do the Work or a designated portion thereof for the sums stipulated therein, submitted in accordance with the Bidding Documents.

1.5 The base bid is the sum stated in the Bid for which the Bidder offers to perform the Work described in the Bidding Documents as the base to which work may be added or from which work may be deleted for sums stated in alternate bids.

1.6 An alternate bid is an amount stated in the Bid to be considered in place of the Base Bid if the corresponding change in the Work, as described in the Bidding Documents, is accepted.

1.7 A unit price is an amount stated in the bid as a price per unit of measurement for materials or services as described in the Bidding Documents or in the proposed Contract Documents.

1.8 A bidder is a person or entity who submits a bid.

1.9 A sub-bidder is a person or entity who submits a bid to a bidder for materials or labor for a portion of the Work.

ARTICLE 2

BIDDER'S REPRESENTATIONS

2.1 Each bidder by making their bid represents and warrants that:

2.1.1 They have read and understand the Bidding Documents and their Bid is made in accordance therewith.

Instructions to Bidders 5

2.1.2 They have visited the site, have familiarized themselves with the local conditions under which the Work is to be performed and has correlated their observations with the requirements of the proposed Contract Documents.

2.1.3 Their bid is based upon the materials, products, systems and equipment required by the Bidding Documents.

ARTICLE 3

BIDDING DOCUMENTS

3.1 COPIES

3.1.1 Bidders may obtain complete sets of the Bidding Documents from the issuing office designated in the Invitation to Bid in the number and for the deposit sum, if any, stated therein.

3.1.2 Each bidder shall use a complete set of Bidding Documents in preparing his bid.

3.2 INTERPRETATION OR CORRECTION OF BIDDING DOCUMENTS

3.2.1 Bidders shall promptly notify the City of any ambiguity, inconsistency or error which they may discover upon examination of the Bidding Documents or of the site and local conditions.

3.2.2 Bidders may request clarification or interpretation of the Bidding Documents by making a written request which shall reach the City at least seven (7) days prior to the date for receipt of bids.

3.2.3 Any interpretation, correction or change of the Bidding Documents will be made by Addendum. Interpretations, corrections or changes of the Bidding Documents made in any other manner will not be binding, and Bidders shall not rely upon such interpretations, corrections and changes.

3.2.4 If the City determines that clarification of the terms and conditions of the Bidding Documents is necessary, an Addendum will be made available to all Bidders setting forth-such clarification.

3.3 SUBSTITUTIONS

3.3.1 The materials, products, systems and equipment described in the Bidding Documents establish a minimum standard of required function, dimension, appearance and quality which must be met by any proposed substitution.

3.3.2 No substitution of the materials, products, systems and equipment described in the Bidding Documents will be considered prior to receipt of Bids unless written request for approval has been received by the City at least seven (7) days prior to the date for receipt of bids. Each such request shall include the name of the material, product, system or equipment for which substitution will be made and a complete description of the proposed substitute including drawings, costs, performance and test data and any other information necessary for an evaluation. A statement setting forth any changes in other materials, products, systems or equipment or other Work that incorporation of the substitute would require shall be included in

Instructions to Bidders 6 each such request. The City, in its sole discretion, may approve or disapprove the proposed substitute.

3.3.3 If the City approves any proposed substitution prior to receipt of bids, such approval will be set forth in an Addendum. Bidders shall not rely upon approvals made in any other manner.

3.3.4 No substitutions will be considered after the Contract is awarded unless specifically provided in the Contract Documents.

3.4 ADDENDA

3.4.1 Addenda will be mailed or delivered to all who are known by the City to have received a complete set of Bidding Documents.

3.4.2 Copies of Addenda will be made available for inspection wherever Bidding Documents are on file for that purpose.

3.4.3 No addenda will be issued later than four (4) days prior to the date for receipt of Bids, except an Addendum withdrawing the request for Bids or one which includes postponement of the date for receipt of bids.

3.4.4 Prior to submitting a bid, each bidder shall ascertain that they have received all Addenda issued, and they shall acknowledge receipt of all such Addenda in their bid.

ARTICLE 4

BIDDING PROCEDURE

4.1 FORM AND STYLE OF BIDS

4.1.1 Attached to the Contract Documents is a separate, complete set of Bid Forms to be signed and submitted as the Contractor's formal bid.

4.1.2 All blanks on the Bid Form shall be filled in by typewriter or manually in ink.

4.1.3 Where so indicated by the make-up of the Bid Form, dollar amount shall be expressed in both words and figures and in case of discrepancy between the two, the amount written in words shall govern.

4.1.4 Any interlineations, alteration or erasure must be initialed by the signer of the Bid.

4.1.5 Where two or more Bids for designated portions of the Work have been requested, the Bidder may, without forfeiture of his bid security, state his refusal to accept award of less than the combination of bids he so stipulates. The bidder shall make no additional stipulations on the bid form nor qualify his bid in any other manner.

4.1.6 Each copy of the bid shall include the legal name of the bidder and a statement that the bidder is a sole proprietor, a partnership, a corporation, or some other legal entity. Each copy shall be signed by the person or persons legally authorized to bind the bidder to a contract. A bid submitted by an agent shall have a current power of attorney attached certifying the agent's authority to bind the bidder.

Instructions to Bidders 7

4.2 SUBMISSION OF BIDS

4.2.1 Bidders must complete and submit with their bids the “Non-Collusion Affidavit" included with the Bid Form and a 5% Bid Bond. Bidders shall also complete and submit the following:

1. a designation of the Work, item by item, including the related dollar amount and total dollar amount, to be performed by the bidder with his own forces;

2. the proprietary names and suppliers of principal items or systems of materials and equipment proposed for the Work.

3. Subcontractor Approval Form for each and every proposed Subcontractor, or other persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for the principal portions of the Work;

4. Statement of Qualifications Form list of at least three (3) similar projects currently under contract and three (3) projects completed by the Contractor or listed Subcontractor with the last two (2) years;

5. Subcontractor/Vendor Questionnaire Form

4.2.2 All copies of the bid, and any other documents required to be submitted with the bid shall be enclosed in a sealed envelope. The envelope shall be addressed to Parks & Recreation Department, 50 Gay Avenue, Clayton, MO 63105 and shall be identified with the Project name, the Bidder's name and address and, if applicable, the designated portion of the Work for which the bid is submitted. If the bid is sent by mail, the sealed envelope shall be enclosed in a separate mailing envelope with the notation "SEALED BID ENCLOSED" on the face thereof.

4.2.3 Bids shall be deposited at the designated location prior to the time and date for receipt of bids indicated in the invitation to bid or any extension thereof made by an Addendum. Bids received after the time and date for receipt of bids will be returned unopened.

4.2.4 The bidder shall assume full responsibility for timely delivery at the location designated for receipt of bids.

4.3 MODIFICATION OR WITHDRAWAL OF BID

4.3.1 A bid may not be modified, withdrawn or cancelled by the bidder within sixty (60) days following the time and date designated for the receipt of bids, and each bidder so agrees in submitting his bid.

4.3.2 Prior to the time and date designated for receipt of bids, any bid submitted may be modified or withdrawn by notice to the party receiving bids at the place designated for receipt of bids. Such notice shall be in writing over the signature of the bidder or by telegram. If by telegram, written confirmation over the signature of the bidder shall be mailed and postmarked on or before the date and time set for receipt of bids, and it shall be so worded as not to reveal the amount of the original bid.

4.3.3 Withdrawn bids may be resubmitted up to the time designated for the receipt of bids provided that they are then fully in conformance with these instructions to bidders.

Instructions to Bidders 8

ARTICLE 5

CONSIDERATION OF BIDS

5.1 OPENING OF BIDS

5.1.1 Unless stated otherwise in the Invitation to bid, the properly identified bids received on time will be opened publicly and will be read aloud.

5.2 REJECTION OF BIDS

5.2.1 The City shall have the right to reject any or all bids, to reject a bid not accompanied by a Bind bond if required or by other data required by the Bidding Documents, to reject a bid which is in any way incomplete or irregular and to rebid the Work at a later date if all bids are rejected.

5.3 ACCEPTANCE OF BID (AWARD)

5.3.1 The City may make any investigation of a bidder as it deems necessary to determine the ability of a bidder to perform the Work. Bidders shall furnish information regarding their qualifications upon the reasonable request of the City. The City reserves the right to reject any bid if the evidence submitted by, or other investigation of, the bidder fails to satisfy the City that the bidder has the proper qualifications to perform the Work in accordance with the Contract.

5.3.2 It is the intent of the City to award the Contract to the lowest responsible bidder provided the bid has been submitted in accordance with the requirements of the Bidding Documents and does not exceed the funds available. However, the City reserves the right to accept the bid which, in the City's judgment, is in the best interest of and most advantageous to the City. The City shall have the right to waive any informality or irregularity in any bid or bids received and to accept the bid or bids which, in its judgment, is in the City's own best interests.

5.3.3 The City shall have the right to accept Alternates in any order or combination, and to determine the low bidder on the basis of the sum of the base bid and the alternates accepted.

ARTICLE 6

POST BID INFORMATION

6.1 SUBMITTALS

6.1.1 The bidder will be required to establish to the satisfaction of the City the reliability and responsibility of the persons or entities proposed to furnish and perform the Work.

6.1.2 Prior to the award of the contract, the City will notify the bidder in writing if the City, after due investigation, objects to any such person or entity proposed by the bidder pursuant to Subparagraph 4.3.1 above. If the City objects to any such proposed person or entity, the bidder may, at his option, (1) withdraw his bid, or (2) submit an acceptable substitute person or entity with no adjustment in his bid price.

Instructions to Bidders 9

6.1.3 Persons and entities proposed by the bidder and to whom the City has made no objection under the provisions of Subparagraph 6.1.2 must be used on the Work for which they were proposed and shall not be changed except with the prior written consent of the City.

ARTICLE 7

AWARD OF CONTRACT

7.1 Following receipt to the satisfaction of the City of all information required under Paragraph 6.1 above, the City shall mail to the successful bidder the Notice of Award of the Contract.

7.2 Within five (5) working days from the date of receipt of the Notice of Award, the successful bidder shall execute and deliver to the City the Contract Documents and shall furnish the Bonds required by Paragraph 8.1 below and the Certificates of Insurance required by subparagraph 10.1.3 of the General conditions. In the event the successful bidder fails to execute and deliver the contract Documents, the Bonds and the Certificates of Insurance as aforesaid, the City may, at its option, consider the bidder in default and award the Contract of another bidder, in which case the Bid Bond of the defaulting bidder shall be forfeited to the City.

ARTICLE 8

PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND

8.1 BOND REQUIREMENTS

8.1.1 The Contractor shall furnish a Performance Bond in an amount equal to one hundred percent (100%) of the Contract Sum as security for the faithful performance of this Contract.

The surety shall be a company licensed to do business in the State of Missouri and shall be acceptable to the Owner.

8.2 TIME OF DELIVERY AND FORM OF BONDS

8.2.1 The bidder shall deliver the required bonds to the City not later than the date of execution of the City-Contractor Agreement, or if the Work is to be commenced prior thereto in response to a letter of intent, the bidder shall, prior to commencement of the Work, submit evidence satisfactory to the City that such bonds will be furnished.

8.2.2 The bidder shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of his power of attorney.

ARTICLE 9

FORM OF AGREEMENT BETWEEN CITY AND CONTRACTOR

9.1 FORM TO BE USED

Instructions to Bidders 10

9.1.1 Unless otherwise required in the Bidding Documents, the City-Contractor Agreement for the Work shall be in the form attached hereto.

2017.PK.1610.603

Bid Form Proposal 11

ARTICLE 10

BID FORM PROPOSAL

BID TIME

BID DATE

TO: THE CITY OF CLAYTON

The bidder declares that they have had an opportunity to examine the site of the work and they have examined the contract documents therefore, and that they have prepared their proposal upon the basis thereof, , having carefully examined the site and having read and understood all the Contract Documents, adding Addenda through , for the

Shaw Park Tennis Center Fence Project and being familiar with the local conditions affecting the work, hereby proposes to furnish all labor, materials, equipment and services required for the performance and completion of said project in accordance with the said Contract Documents or the following itemized bid.

(Signature)

(Print Name)

(Company Name)

(Address)

(Telephone Number)

(Seal - If bid by Corporation)

Subcontractor Approval Form 12

ITEMIZED BID FORM

BASE BID

EXTENDED

ITEM DESCRIPTION UNIT QUANTITY PRICE

Removal and installation of approximately 1678 linear feet of 9 gauge 10-foot pvc coated black chainlink fence and industrial swing gates, as detailed in the project specifications

LS 1

TOTAL BASE BID

A dollar value unit cost must be filled in for each item indicated above. Any bid form that dos not include a separate dollar value foe each item will be deemed non-responsive and will not be considered. Any proposal that lists “not required”, “$0”, or “no bid” in lieu of a dollar value will be deemed non-responsive and will not be considered.

(Signature) (Print Name)

(Print Title)

Subcontractor Approval Form 13

SUBCONTRACTOR APPROVAL FORM

This report must accompany and be part of the sealed bid proposal.

1. Name of Bidder:____________________________________

2. Address Bidder:____________________________________

City State Zip Phone

3. The above-named bidder intends to subcontract for materials, services, supplies, specialty contractors, etc., in the following fashion:

Names and Addresses of Subcontractor Nature of $ Value of Which the Contractor Anticipates Utilizing Participation Subcontractor

A. Total of Above ___________

B. Total Bid Amount ___________

Subcontractor Utilization as a % of Total Bid Amount: (A/B x 100) ________

The General Contractor shall perform 51% of the contract with his own company.

Name-Authorized Officer of Bidder

Signature-Office Bidder

Date

2017.PK.1610.603 Non-Collusion Affidavit 14

The City of Clayton, Missouri reserves the right, before any award of the Contract is made, to require of any bidder to whom it may make an award of the Contract, a non-collusion affidavit in the form designated below:

NON-COLLUSION AFFIDAVIT

STATE OF ,

COUNTY OF ,

, being first duly sworn, deposes and says that he is____________*(sole owner, partner, president, secretary, etc.) of____________________, the party making the foregoing bid; that such bid is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; that such bid is genuine and not collusive or sham; that said bidder had not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or any one else to put in a sham bid, or that any one shall refrain from bidding; that said bidder has not in any manner, directly or indirectly, sought by agreement, communication or conference with any one to fix the bid price of said bidder or of any other bidder, or to fix any overhead, profit or cost element of such bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract; that all statements contained in such bid are true; and, further, that said bidder had not, directly or indirectly, submitted his bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any other individual except to such person or persons as have a partnership or other financial interest with said bidder in his general business.

SIGNED:

(Title)

Subscribed and sworn to before me this day of , 2026.

Seal of Notary

Notary Public

2027.PK 62-850 Statement of Qualifications 15

Statement of Qualifications (To be submitted by the Bidder with Bid)

All questions must be answered and the data given must be clear and comprehensive. If necessary, questions may be answered on separate attached sheets. The Bidder may submit any additional information he desires.

1. Company Name __________________________________________________________

Phone Number and Fax ____________________________________________________

2. Permanent Main Office Address______________________________________________

3. When Organized __________________________________________________________

4. If a corporation, where incorporated ___________________________________________

5. Number of years in business _________________________________________________

If not under present firm name, list previous firm names and types of organizations.

6. Contracts on hand (complete the following schedule)

Project & Address Owner Owner’s Representative Contract Amount % Complete

7. General character of work performed by your company____________________________

8. Have you ever failed to complete any work awarded to you? If so, why? ______________

9. Have you ever defaulted on a contract? If so, why? ______________________________ continued on next page.

2027.PK 62-850 Statement of Qualifications 16

10. The following are the more important projects completed in the last five (5) years. Attach additional sheets if necessary.

Site Owner Representative Address Date Completed

The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by the City in verification of the recitals comprising this Statement of Bidder’s Qualifications.

Date at ___________this_______day of _________________, 2026.

Name of Bidder

By:___________________________________________

Title:__________________________________________

2027.PK 62-850 Vendor/Contractor Questionaire 17

CITY OF CLAYTON, MISSOURI

VENDOR/CONTRACTOR QUESTIONNAIRE

(please type or print neatly)

The City of Clayton collects demographic data on contractors and vendors in order to quantitatively measure its marketing efforts to identify and attract bids from minority and women-owned business enterprises.

The information you provide is used for statistical purposes only. It will not be used as a basis for the award of contracts or purchase orders.

1) Contractor/vendor name

2) Contract name or bid number

3) Choose the category below which best describes your business:

Abbreviations* mbe minority-owned business enterprise wbe woman-owned business enterprise

Ο mbe Ο wbe Ο both of the above Ο none of the above

4) If a mbe or wbe please indicate below those listing services with whom you are certified.

Certifying Organization Certification Number

Ο St. Louis Minority Business Council Ο State of Missouri Ο Bi-State Development Agency Ο City of St. Louis Ο St. Louis Women’s Yellow Pages Ο Other(s)

5.

Signature Date

*The business is at least 51 percent beneficially owned, operated and controlled by ethnic-minorities or women who are U.S. citizens. Beneficial ownership and control shall be indicated by at least the following, where applicable to the particular form of business organization:

ownership of at least 51 percent of each class of stock; unrestricted voting rights; right to receive profits and all other benefits attached to ownership.

2027.PK 62-850 Execution of Contract 18

INSTRUCTIONS FOR EXECUTING CONTRACT

The Contractor, in executing the Contract, shall follow the following requirements:

The Contractor and the Owner shall sign the Contract Documents in not less than triplicate.

If the Contractor is a corporation, the following certificate shall be executed:

I, certify that I am the secretary of the corporation named as Contractor herein above, that who signed the foregoing Contract on behalf of the Contractor was then of said corporation; that said Contract was duly signed for and in behalf of said corporation by Authority of its governing body, and is within the scope of its corporate powers.

If the Contract is signed by the secretary of the corporation, the above certificate shall be executed by some other officer of the corporation under the corporate seal. In lieu of the foregoing certificate there may be attached to the contract copies of as much of the records of the corporation as will show the official character and authority of the officers signing, duly certified by the secretary or assistant secretary under the corporate seal to be true copies.

If the Contractor is a partnership, each partner shall sign the Contract. If the Contract is not signed by each partner, there shall be attached to the Contract a duly authenticated power of attorney evidencing the signer's (signers") authority to sign such a Contract for and in behalf of the partnership.

If the Contractor is an individual, the trade name (if the Contractor is operating under a trade name) shall be indicated in the Contract and the Contract shall be signed by such individual. If signed by one other than the Contractor there shall be attached to the Contract a duly authenticated power of attorney evidencing the signer's authority to execute such contract for and in behalf of the Contractor.

The full name and business address of the Contractor shall be inserted and the Contract shall be signed with his official signature. The name of the signing party or parties shall be typewritten or printed under all signatures to the Contract.

The Contract shall be deemed as having been awarded when formal notice of award shall have been duly served upon the intended awardee (i.e., the Bidder with whom the Owner contemplates entering into a Contract) by some officer or agent of the Owner duly authorized to give such notice.

City-Contractor Agreement C-1

CITY-CONTRACTOR AGREEMENT

This Agreement is made and entered into the ____ day of ____________ 2026, by and between the City of Clayton, Missouri (hereinafter the "City") and

___________________________ (hereafter the “Contractor”). The project shall be identified as

Shaw Park Tennis Center Fence Project (Project #2027.PK 62-850).

WITNESSETH:

The Contractor and the City for the consideration set forth herein agree as follows:

ARTICLE I

The Contract Documents

The Contract Documents consist of the General Conditions of City-Contractor

Agreement, Non-Collusion Affidavit, Performance and Payment Bond, Specifications, Drawings, the Construction Schedule, all Addenda and all Modifications issued after execution of this

Contract, which together with this Agreement form the Contract, and are all as fully made a part of the Contract as if attached to this Agreement or repeated herein. All definitions set forth in the General Conditions of City-Contractor Agreement are applicable to this Agreement. This

Contract cannot be modified except by duly authorized and executed written amendment.

ARTICLE II

Scope of Work

The Contractor, acting as an independent contractor, shall do everything required by the

Contract Documents. Contractor represents and warrants that contractor has special skills

City-Contractor Agreement C-2 which qualify contractor to perform the Work in accordance with the Contract and that contractor is free to perform all such Work and is not a party to any other agreement, written or oral, the performance of which would prevent or interfere with the performance, in whole or in part, of the

Work.

ARTICLE III

Time of Completion

All time limits stated in the Contract Documents are of the essence. The Work to be performed under this Contract shall be completed in accordance with the time limits set forth in the construction schedule as stated in Article V – Performance of the work.

ARTICLE IV

The Contract Sum and Payments

Based upon Applications for Payment and an Invoice duly delivered by the Contractor to the City by the twentieth day of the month for work performed, in accordance with the Contract, the City shall pay the Contractor for the performance of the Work, the sum of

___________________________ Dollars ($______________) as follows:

(a) On or about the tenth day of each following month, ninety percent (90%) of the portion of the Contract Sum properly allocable to labor, materials and equipment incorporated into the Work, and ninety percent (90%) of the portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site to be incorporated into the

Work, through the period ending up to the twentieth of the preceding month, less the aggregate of all previous progress payments;

City-Contractor Agreement C-3

(b) Within thirty (30) days of substantial completion of the Work, a sum sufficient to increase the total payments to ninety percent (90%) of the Contract Sum; and

(c) Final payment within thirty (30) days after the Work is certified by the City as fully completed and accepted by the City including any required documentation.

(d) The foregoing schedule shall not apply if contrary to federal funding requirements or unless funds from a state grant are not received timely.

(e) Estimates of work performed and materials delivered shall be finally determined by the City.

(f) The foregoing retainage amounts are agreed to be required to ensure performance of the Contract.

(g) Payment shall be deemed made when mailed or personally delivered, whichever is earlier.

ARTICLE V

Performance of the Work

(a) Within fourteen (14) calendar days after being awarded the Contract, the Contractor shall prepare and submit for the City's approval (1) a Construction Schedule for the Work in a bar chart format which Construction Schedule shall indicate the dates for starting and completing the work.

(b) Completion of the Work in accordance with the time limits set forth in the

Construction Schedule is an essential condition of this Contract. If the Contractor fails to complete the Work in accordance with the Construction Schedule, unless the delay is excusable

City-Contractor Agreement C-4 under the provisions of Article VI hereof, the Contractor shall pay the City as liquidated damages and not as a penalty, the sum of $ 500.00 for each calendar day the Contractor fails to comply with the Construction Schedule. The total amount so payable to the City as liquidated damages may be deducted from any sums due or to become due to Contractor from City.

(c) After Commencement of the Work, and until final completion of the Work, the

Contractor shall report to the City as such intervals as the City may reasonably direct, the actual progress of the work compared to the Construction Schedule. If the Contractor falls behind the

Construction Schedule for any reason, he shall promptly take, and cause his Subcontractors to take, such action as is necessary to remedy the delay, and shall submit promptly to the City for approval a supplementary schedule or progress chart demonstrating the manner in which the delay will be remedied; provided, however, that if the delay is excusable under Article VI hereof, the Contractor will not be required to take, or cause his Subcontractors to take, any action which would increase the overall cost of the Work (whether through overtime premium pay or otherwise), unless the City shall have agreed in writing to reimburse the Contractor for such increase in cost. Any increase in cost incurred in remedying a delay which is not excusable under Article VI hereof shall be borne by the Contractor.

ARTICLE VI

Delays Beyond Contractor's Control

(a) If the Contractor fails to complete the Work in accordance with the Construction

Schedule solely as a result of the act or neglect of the City, or by strikes, lockouts, fire or other similar causes beyond the Contractor's control, the Contractor shall not be required to pay liquidated damages to the City pursuant to paragraph (b) of Article V hereof, provided the

Contractor uses his best efforts to remedy the delay in the manner specified in paragraph (c) of

City-Contractor Agreement C-5

Article V hereof. If, as a result of any such cause beyond the Contractor's control, the delay in completion of the Work in accordance with the Construction Schedule is so great that it cannot be remedied in the aforesaid manner, or if the backlog of Work is so great that it cannot be remedied without incurring additional cost which the City does not authorize, then the time of completion and the Construction Schedule shall be extended pursuant to a Change Order for the minimum period of delay occasioned by such cause. The period of delay and extension shall be determined by the City.

(b) Notwithstanding the foregoing paragraph (a), no extension of time or other relief shall be granted for any delay the cause of which occurs more than seven (7) days before claim therefore is made in writing by the Contractor to the City, and no extension of time shall be granted if the Contractor could have avoided the need for such extension by the exercise of reasonable care and foresight. In the case of a continuing cause of delay, only one claim is necessary.

(c) Weather shall constitute a cause for granting an extension of time.

(d) In the event a delay is caused by the City, the Contractor's sole remedy shall consist of his rights under this Article VI.

ARTICLE VII

Changes in the Work

(a) The City may make changes within the general scope of the Contract by altering, adding to or deducting from the Work, the Contract Sum being adjusted accordingly. All such changes in the Work shall be executed under the General Conditions of the Contract. No extra work or change shall be made except pursuant to a Change Order from the City in accordance with the General Conditions. Any claim for an increase in the Contract Sum resulting from any

City-Contractor Agreement C-6 such change in the Work shall be made by the Contractor in accordance with the General

Conditions.

(b) If the requested change would result in a delay in the Construction Schedule, the provisions of paragraph (c) of Article V and of Article VI hereof shall apply. If the requested change would result in a decrease in the time required to perform the Work, the completion date and the Construction Schedule shall be adjusted by agreement between the parties to reflect such decrease.

(c) Any adjustment in the Contract Sum for duly authorized extra work or change in the

Work shall be determined based on the unit prices previously specified; to the extent such unit prices are applicable. To the extent such unit prices are not applicable, the adjustment in the

Contract Sum shall, at the option of the City, be determined by an acceptable lump sum properly itemized and supported by sufficient substantiating data to permit evaluation, or by an acceptable cost plus percentage or fixed fee.

ARTICLE VIII

Termination

(a) If the Contractor is adjudged insolvent or bankrupt, or if the Contractor makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of the

Contractor's insolvency, or if the Contractor fails, except in cases for which extension of time is provided, to make progress in accordance with the Construction Schedule, or if the Contractor fails to make prompt payment to Subcontractors for material or labor, or persistently disregards laws, ordinances or the instructions of the City, or otherwise breaches any provision of the

Contract, the City may, without prejudice to any other right or remedy, by giving written notice to the Contractor, terminate the Contract, take possession of the Work and of all materials and equipment thereon and finish the Work by whatever method the City may deem expedient. In

City-Contractor Agreement C-7 such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Sum shall exceed the expenses of finishing the

Work, including additional architectural, managerial and administrative expenses, such excess shall be paid to the Contractor. If such expenses shall exceed the unpaid balance of the

Contract Sum, the Contractor shall pay the difference to the City promptly upon demand.

In the event of termination pursuant to this paragraph, the Contractor, upon the request of the City, shall promptly

(i) assign to the City in the manner and to the extent directed by the City all right, title and interest of the Contractor under any subcontracts, purchase orders and construction equipment leases to which the Contractor is a party and which relate to the

Work or to construction equipment required therefore, and

(ii) make available to the City to the extent directed by the City all construction equipment owned by the Contractor and employed in connection with the Work.

(b) Performance of the Work hereunder may be terminated by the City by giving three

(3) days prior written notice to the Contractor. In the event of termination, under this paragraph

(b) the Contract Sum shall be reduced by the percentage of work not completed on the date of termination.

ARTICLE IX

Contractor's Insurance

Contractor’s insurance shall be endorsed to cover the contractual liability of the

Contractor under the General Conditions referring to Property Insurance.

City-Contractor Agreement C-8

ARTICLE X

Indemnities

(a) Liability: Contractor indemnifies, defends, and holds the City harmless for all third party claims or suits for libel, slander, property damage, and bodily injury, including death, because of the Contractor’s negligence, general liability or product liability that arise out of the Project or anyone directly or indirectly employed by the Contractor or anyone for whose acts the City may be liable, regardless of whether caused in whole or in part by the City’s negligence. These obligations include all judgments or awards recovered from the claims or suits, including court costs and attorney fees.

(b) Professional Liability: Contractor indemnifies and holds the City harmless for all third-party claims or suits for damages, including consequential or economic damages, to the extent caused by the negligent acts, errors or omissions of the Contractor, its subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in performing professional services under this Agreement. These obligations include all judgments or awards recovered from the claims or suits, including court costs and attorney fees.

(c) Other Indemnities: Contractor indemnifies, defends, and holds the City harmless for all third-party claims or suits for fines, penalties, liquidated damages or any other damages of whatsoever nature to the extent caused by the negligence or wrongdoing of the

Contractor, its subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. These obligations include all judgments or awards recovered from the claims or suits, including courts costs and attorney fees.

City-Contractor Agreement C-9

(d) Contractor agrees that its indemnity obligations set forth in this Article will not be affected in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the City, the Contractor, or any of the subcontractors under workers’ compensation acts, employer’s liability insurance, or other employee benefit acts.

ARTICLE XI

Insurance

(a) Except to the extent set forth in Section (b) of this Article, the Contractor will purchase and maintain the following insurance to cover its operations under this Agreement without limiting the liability of the Contractor under this Agreement. This insurance will be provided by insurance companies acceptable to the City and licensed to do business in each jurisdiction where the Work is performed.

1. Workers’ Compensation Insurance in full compliance with workers’ compensation laws of the State of Missouri together with Employer’s Liability Coverage with minimum limits of liability in the amount of $3,000,000.00 for each accident and each disease.

2. Commercial Automobile Liability Insurance under Form CA 00 01, covering all owned hired, and non-owned vehicles, with minimum combined single limits of liability of

$3,000,000.00 for each accident.

3. Commercial General Liability Insurance, and, if necessary, excess liability insurance on a “true following-form” basis, all of which is written on an occurrence basis, with the following minimum limits of liability:

City-Contractor Agreement C-10

General Aggregate $3,000,000.00

Products/completed operations aggregate $3,000,000.00

Personal and advertising injury $3,000,000.00

Each occurrence $3,000,000.00

Fire damage legal liability $3,000,000.00

Medical expenses $ 5,000.00

4. Professional Liability Insurance with minimum limits of liability of

$3,000,000.00 each claim, $3,000,000.00 aggregate.

5. Owner’s and Contractor’s Protective Liability Policy, including Death

$3,000,000.00 each occurrence; Property Damage $3,000,000.00 each occurrence, $3,000,000.00 aggregate.

(b) The Commercial General Liability and the Commercial Automobile Liability

Insurance coverages and their respective limits set forth in Section (a) of this Article are being explicitly required and obtained to insure the indemnity obligations set forth in Section (a) of

Article X to meet the requirements of 434.100.2(8) R.S.Mo. The parties further acknowledge that the cost of these insurance coverages is included in the Contract Price and that the limits and coverages afforded by them is the Contractor’s total aggregate liability under the indemnity obligations set forth in Section (a) of Article X.

(c) Contractor’s Commercial Automobile Liability, Commercial General Liability, and

Professional Liability policies – and any excess policies necessary to meet the required limits –

City-Contractor Agreement C-11 will include contractual liability coverage. The City will be named as an additional insured on the

Contractor’s Commercial General Liability policy by using ISO Additional Insured Endorsement

(Form B), CG 20 10 11 85. The Commercial General Liability, Commercial Automobile Liability and required excess policies will include a severability or cross-liability clause and such insurance will be endorsed to make such insurance primary with respect to any applicable insurance maintained by the City. The Contractor’s Workers’ Compensation and Employer’s

Liability policy will include the Owner as an alternate employer by using ISO Alternate Employer

WC 00 03 01A.

(d) Contractor waives any rights of subrogation under its Professional Liability

Insurance policy for the City’s benefit and is doing so before commencing any of the Work.

(e) Contractor will furnish an insurance certificate to City evidencing that it has met the insurance requirements of this Article, including attaching the requisite additional insured, primary and alternate employer endorsements. These documents must be provided before beginning the Work and upon each renewal of the coverage during the performance of the

Work. The certificate will provide that thirty-day written notice will be given to City before any policy is canceled. Contractor will give written notice to City as soon as it receives written notice of cancellation from any of its insurance carriers. The certificate of insurance must clearly designate the name of the Project.

ARTICLE XII

The Work

The Scope of work includes removal and replacement of fencing and gates around

Courts 1-9 - installation of approximately 1678 linear feet of 9 gauge 10-foot pvc coated black chain-link fence and industrial swing gates – as detailed in the project specifications.

City-Contractor Agreement C-12

ARTICLE XIII

Notices

Any notice hereunder shall be personally delivered or mailed, postage prepaid, by certified mail, return receipt requested addressed to:

City of Clayton Department of Parks & Recreation

50 Gay Avenue

Clayton, Missouri 63105

Attention: Toni Siering, Director of Parks and Recreation or to Contractor at:

City-Contractor Agreement C-13

*In making out this form the proper name and title should be used. For example, if the

Contractor is a…