CONTRACT-Bookbinding

CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
1. PREPARATION OF BIDS.
* Bidders are expected to examine the complete bid and all attachments including drawings,
specifications and instructions. Failure to do so is at the bidder's risk.
* Bidders shall furnish information required by the solicitation in the form requested. The
Buyer reserves the right to reject any or all with incomplete information or which are
presented in a different form. The original Invitation for Bid in its entirety will be
considered as fully applicable to the bid response regardless of the form used unless
specifically excepted by the bidder. In the latter case, the bid may be considered non-
responsive to the Invitation for Bid.
* Bids shall indicate the unit price extended to indicate the total price for each item bid. Any
difference between the unit price correctly extended and the total price shown for all items
bid shall be resolved in favor of the unit price, except when the bidder clearly indicates that
the total price for all items bid is based on consideration of being awarded the entire lot and
that an adjustment of the total price is being made in consideration of receiving the entire
bid.
* If the item has a trade name, brand and/or a catalog number, such shall be stated in the
bid. If the supplier proposed to furnish an item of a different manufacturer or supplier
other than that mentioned on the face hereof, bidder must specify maker, brand, quality,
catalog number, or other trade designation. Unless such is noted on the bid form, it will be
deemed that the article furnished is that designated, even though the bid may state "or
equal."
* Time of proposed delivery shall be stated in definite terms; if stated in a number of days, it
shall include Saturdays, Sundays and holidays.
* Samples, when required, shall be furnished prior to the closing date or within time specified
in bid. Buyer reserves the right to reject bids submitted without required samples.
2. ALTERNATE BIDS. Alternate bids may be submitted and, if deemed advantageous to the City,
they may be evaluated and considered. The City is under no obligation to consider or accept an
alternate bid and reserves the right to reject any and all such bids.
3. SIGNATURE. Bidder shall sign the INVITATION TO BID or the REQUEST FOR
QUOTATION, hereafter referred to as bid or solicitation, on first page and on all continuation
pages in the proper section and shall enter their title and the date where requested. Erasures
or other changes must be initialed by person signing the bid. Signature shall be an original and
that of an agent authorized to sign on behalf other company.
4. SUBMISSION OF BID. Bids and modification thereof shall be returned in a sealed envelope
addressed to office specified in bid. The bid number and bid closing date and hour shall be
shown on the face of the envelope. Facsimile telegraph and telephone bids will not be
considered unless authorized by the bid or the Buyer and must be confirmed in writing.
Telephone modification will not be considered unless authorized by the bid or Buyer and
subsequently confirmed in writing.
5. OCCUPATIONAL LICENSE. All suppliers located in St. Louis, Missouri, must have a valid City
of St. Louis business license for sale of goods or services. Suppliers located outside St. Louis,
Missouri, must have a City of St. Louis business license if services are performed in St. Louis,
Missouri city limits. A valid license is required as a condition of all contracts. Contracts will not
be considered fully executed until the license is obtained. Failure to obtain the necessary
license and to maintain it on a current basis will be grounds to disqualify bids and to cancel
existing contracts.
6. EARNINGS AND OTHER TAXES.
* All suppliers located in St. Louis, Missouri, are required to have a valid earnings tax file
number and to pay earnings taxes on wages. Suppliers located outside St. Louis, Missouri,
must have a valid earnings tax file number and pay earnings taxes if services are
performed in St. Louis, Missouri. Obtaining a file number and payment of taxes are
required as a condition of all contracts. Failure to obtain a file number and to pay earnings
taxes on a current basis will be grounds to disqualify bids and to cancel existing contracts.
* All suppliers located in St. Louis, Missouri, must have all required licenses and permits and
pay all fees and taxes that are required by the City. Suppliers located outside St. Louis,
Missouri, must, when applicable, have all required licenses and permits and pay all fees and
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
taxes required by the City from nonresident suppliers. Failure to comply with the foregoing
will be grounds to disqualify bids and to cancel existing contracts.
7. EXPIRATION OF BID. All bids shall be considered as firm for a period of forty-five (45)
calendar days, commencing the day following the date of the bid closing and expiring at
midnight of the last day, unless otherwise stated in the body of the bid by the Supply
Commissioner. The bidder may state a date his/her bid expires, provided the date is specific
and is entered on the first page of the bid.
8. MODIFICATION OR WITHDRAWAL OF BIDS.
* Bids may be modified or withdrawn by written or telegraphic notice received prior to the
exact hour and date specified for receipt of bid. A bid may also be withdrawn in person or
by a bidder of his/her authorized representative, prior to the exact hour and date set for
receipt of bids. Telephone withdrawals are not permitted (however see paragraph 10).
* If this solicitation is negotiated, bids may be modified (subject to paragraph 10 when
applicable) or withdrawn by written or telegraphic notice received at any time prior to
award. Bids may be withdrawn in person by a bidder or his/her authorized representative,
provided their identity is made known and they signs a receipt for the bid prior to award.
9. LATE BIDS AND MODIFICATIONS OR WITHDRAWALS.
* Bids and modification of bids (or withdrawals thereof, if this solicitation is advertised)
received at the office designated in the solicitation after the exact hour and date specified
for receipt will not be considered unless: (1) they are received before award is made; and
either (2) they are sent by registered mail, or by certified mail for which an official dated
post office stamp (postmark) on the original Receipt for Certified Mail has been obtained
and it is determined by the City that the late receipt was due to delay in the mail for which
the bidder was not responsible; or (3) if submitted by mail (or telegram facsimile if
authorized) it is determined by the City that the late receipt was due solely to mishandling
by the City after receipt; provided that the timely receipt is established upon examination
of an appropriate date or time stamp (if any) or of other documentary evidence of receipt
(if readily available) within the control of the City or of the Post Office serving it. However,
a modification of a successful bid which makes the terms of the bid more favorable to the
City will be considered at any time it is received and may thereafter be accepted.
* The time of mailing of late bid submitted by registered or certified mail shall be deemed to
be the last minute of the date shown in the postmark on the registered mail receipt of
registered mail wrapper or on the Receipt for Certified Mail unless the bidder furnishes
evidence from the post office station of mailing which establishes an earlier time.
10. MISTAKE IN BID.
* If the bidder discovers a mistake in bid prior to the hours and date specified for receipt of
bid, he/she may correct the mistake by modifying or withdrawing the bid in accordance
with paragraph 8 and 9 above.
* If the apparent low and best bidder discovers a mistake in bid of a serious and significant
nature which if unfavorable to him/her prior to the issuance of a purchase order or a
contract, he/she may request consideration be given to modifying the bid if he/she remains
the lowest bidder or to withdrawal of the bid if the result of the correction of the mistake
makes another bidder lowest and best bidder. The mistake must be evident and provable.
The right is reserved by the City to reject any and all requests for correction of mistakes in
bids received after the hour and date of the bid opening. The decision of the Buyer is final
as regards acceptance or rejection of request for correction of bids.
* A MISTAKE IN BID CANNOT BE CONSIDERED ONCE A PURCHASE ORDER OR
CONTRACT IS ISSUED.
11. NO BIDS AND FUTURE SOLICITATIONS. It is required that if a supplier does not desire to
bid, the bid should be marked "NO BID" and returned in order to maintain the bidders name in
supplier file for future solicitations. If a bidder fails to respond to four (4) successive bids
without returning a "NO BID," the Buyer reserves the right to delete the bidder, or certain
products listed as sold by the supplier, from the supplier file for future solicitations.
12. BID BOND REQUIREMENT. Bid bonds shall be provided, by the bidder, when specified by the
terms of the INVITATION FOR BID or the REQUEST FOR QUOTATION. The amount shall
be that determined by the Supply Commissioner, City of St. Louis, Missouri, to be reasonable
and necessary to protect the best interest of the City. When required, the bid bond must
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
accompany the bid. Failure to provide the bond prior to the bid opening will be cause for
disqualification of the bid. The bond may be in the form of a surety bond, cashier's check,
money order, or certified check drawn on a solvent bank. Such bond or deposit shall be
forfeited to the City in case the bidder shall fail or refuse to execute the contract.
13. TRADE-IN. If the solicitation requests a price or value for one or more pieces of equipment to
be traded in as part of the purchase of new equipment, the City retains the option to purchase
the new equipment at the full price or to reduce the price of the new equipment by the amount
of the trade-in offered. The City is not obligated to accept the trade-in offer and may withdraw
equipment offered for trade-in at any time up to award.
14. EVALUATION OF BIDS FOR MULTIPLE AWARDS. In addition to other factors, bids will be
evaluated on the basis of advantages or disadvantages to the City that might result from
making more than one award (multiple awards) to include total cost of ownership and
administrative cost to the City of issuing and administering each contract and associated
purchase orders awarded under this invitation. Administrative costs will be in a range for the
class of procurement as established by the Supply Commissioner. Individual awards will be for
the items and/or services and combinations of items and/or services which result in the lowest
aggregate price to the city, including such administration costs.
15. AWARD OF CONTRACT.
* BIDS WILL BE ANALYZED AND THE AWARD MADE TO THE LOWEST AND BEST
RESPONSIVE AND RESPONSIBLE BIDDER whose bid conforms to the solicitation and
whose bid is considered to be most advantageous or best value to the City, price and other
factors considered. The right to determine the foregoing is reserved to the Supply
Commissioner and is not subject to appeal. In the event equal bids are received,
paragraph 18. MISSOURI AND OTHER PREFERENCE will apply. If the preference does
not break the tie, then the award will be made by public drawing of lots by the Buyer and
one witness.
* The City reserves the right to reject any and all bids and all or part of a bid; to waive
informalities, technical defects, and minor irregularities in bids received; and to select the
bid(s) deemed most advantageous or best value to the City. The City shall consider bids
submitted to an "all or nothing" basis if the bid is clearly designated as such.
* The City may accept any item or group of items of any bid, unless the bidder qualifies his
bid by specific limitations. UNLESS OTHERWISE PROVIDED IN THE SOLICITATION,
BIDS MAY BE SUBMITTED FOR ANY QUANTITIES LESS THAN THOSE SPECIFIED
AND THE CITY RESERVES THE RIGHT TO MAKE AN AWARD ON ANY ITEM FOR A
QUANTITY LESS THAN THE QUANTITY BID AT THE UNIT PRICES BID UNLESS THE
BIDDER SPECIFIES OTHERWISE IN THEIR BID.
* UPON ACCEPTANCE BY THE CITY, THE SOLICITATION FOR BID AND A PURCHASE
ORDER ISSUED TO THE SUCCESSFUL BIDDER WITHIN THE TIME SPECIFIED SHALL
BE DEEMED TO RESULT IN A BINDING CONTRACT WITHOUT FURTHER ACTION BY
EITHER PARTY. ITEMS ARE TO BE FURNISHED AS DESCRIBED IN THE BID AND IN
STRICT CONFORMITY WITH ALL INSTRUCTIONS, CONDITIONS, SPECIFICATIONS,
AND DRAWINGS CONTAINED IN THE COMPLETE CONTRACT.
16. PURCHASE ORDERS. All goods and services will be ordered by means of a purchase order for
which funds have been certified and encumbered by the Comptroller. Goods and services will
not be provided in excess of the amount of the purchase order. The City has no obligation to
pay invoices in excess of the purchase order amount. Under emergency conditions, the Supply
Commissioner may order goods or services and provide a purchase order number by
telephone.
17. PERFORMANCE BOND REQUIREMENT. A performance bond shall be provided by the bidder
receiving the award when specified by the terms of the bid. The amount shall be that
determined by the Supply Commissioner to be reasonable and necessary to protect the best
interest of the City. "THE BOND MAY BE IN THE FORM OF A SURETY BOND OR
CASHIERS CHECK". Such bond or deposit shall be forfeited to the City in case the bidder
receiving the contract shall fail or refuse to fulfill the requirements and all terms and conditions
of the contract. The contract is not considered to be complete until the performance bond is
submitted. Purchase orders may not be issued or invoices paid unless the required
performance bond is on file. Unless specified otherwise in the bid, the bond must be furnished
within twenty-one (21) calendar days after receipt of notification of intent to award the contract
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
or receipt of a request for performance bond. The City has the right to disqualify an otherwise
successful bid if the performance bond is not received within the time requested.
18. MISSOURI AND OTHER PREFERENCE.
* By virtue of statutory authority, the Buyer shall give preference to all commodities
manufactured, produced, assembled or grown within the State of Missouri and to all firms,
corporations, or individuals doing business as Missouri firms, corporations, or individuals,
when quality is equal or better and delivered price is the same of less. Within the State of
Missouri, the same type of preference is given to firms located in the City, as versus other
firms located in Missouri but outside the city limits.
* The City has implemented the Missouri Domestic Procurement Act (Buy American), Sections
34.350 to 34.359 RSMO Supp. 1987, by adopting the following policy on the purchase of
American goods. Preference will be given to the purchase or lease of products
manufactured, assembled, or produced in the United States if the quality and price are
comparable with other goods. Suppliers providing services and/or products under Term
Supply and Services Contracts and leases will give preference to providing products
manufactured, assembled, or produced in the United States if the quality and price are
comparable with other goods.
19. TIME OF DELIVERY. Delivery is REQUIRED to be made in accordance with the schedule
shown in the solicitation and purchase order. Bids offering delivery of each quantity within the
applicable delivery period specified above will be evaluated equally as regards time of delivery.
Bids offering delivery of a quantity under such terms or conditions that delivery will not clearly
fall within the applicable delivery period may, as determined by the Buyer, be considered non-
responsive and may be rejected. When a bidder offers an earlier delivery schedule than that
called for in the bid, the City reserves the right to award either in accordance with the
REQUIRED schedule or in accordance with the schedule offered by the bidder. If the bidder
offers no other delivery schedule, the delivery schedule stated above shall apply.
20. F.O.B. DESTINATION. Unless otherwise directed in the solicitation and purchase order, all
deliveries shall be F.O.B. Destination and all freight charges shall be included in the total price.
Supplies shall be delivered to the destination consignee's warehouse unloading platform, or
receiving dock, at the expense of the Contractor. The City shall not be liable for any delivery,
storage, demurrage, accessorial, or other charges involved prior to the actual delivery (Or
"constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless
such charges are caused by an act or order of the City acting in its contractual capacity. If rail
carrier is used, supplies will be delivered to the specified unloading platform of the consignee.
If motor carrier (including "piggy-back") is used, supplies will be delivered to truck tailgate at
the unloading platform of the consignee. If the Contractor uses rail carrier or freight forwarder
for less than carload shipments, he/she shall assure that the carrier will furnish tailgate delivery
if transfer to truck is required to complete delivery to consignee. One of the following
statements usually will appear on the purchase order, although others may be used. If no
statement appears, paragraph 20 is applicable.
* FOB DESTINATION, FREIGHT PREPAID BY SELLER. The seller pays and bears all
freight charges.
* FOB DESTINATION, FREIGHT PREPAID AND CHARGED BACK ON INVOICE. The
seller pays the freight and charges the City by adding it to the invoice.
* FOB DESTINATION, FREIGHT COLLECT. The City pays and bears the freight charges.
* FOB DESTINATION, FREIGHT COLLECT AND ALLOWED ON INVOICE. The City pays
the freight charges and deducts the amount from the seller's invoice.
21. QUALITY. Unless otherwise required by terms of the solicitation all goods furnished shall be
new, in current production, and the best of their kind. When applicable, parts and maintenance
service shall be reasonably available. New equipment that is obsolete or technically outdated is
not acceptable. Remanufactured or reconditioned items are not considered new. Items shall be
properly packaged, packed, labeled, and identified in accordance with commercial standards
acceptable to the trade and as required by ICC and other federal and state regulations. Packing
slips will accompany the shipment.
22. PRICE. Prices quoted are to be firm and final. All prices quoted shall be net and shall reflect
any available discount except for discounts for timely payment. All prices are to be F.O.B.
designated delivery point. All shipping, packing and drayage charges are the responsibility of
the supplier. C.O.D. shipments will not be accepted unless otherwise agreed to by the City.
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
23. BRAND NAME OR EQUAL. WHENEVER THE NAME OF THE MANUFACTURER OR THE
SUPPLIER IS MENTIONED ON THE FACE HEREOF AND THE "OR EQUAL" DO NOT
FOLLOW, IT SHALL BE DEEMED THAT THE WORDS "OR EQUAL" SHALL FOLLOW SUCH
DESIGNATIONS UNLESS THE FACE HEREOF SPECIFIES"NO SUBSTITUTIONS. THE
CITY MAY ASSUME THAT ITEMS BID ARE EQUAL OR IT MAY REQUEST SAMPLES AND
PROOF THEREOF AND UNLESS APPROVED BEFORE SHIPMENT, CITY RESERVES THE
RIGHT TO RETURN AT THE BIDDER'S EXPENSE ALL ITEMS THAT ARE NOT ACCEPTABLE
AS EQUALS, SAID ITEMS TO BE REPLACED BY THE BIDDER WITH SAFISFACTORY
ITEMS AT THE ORIGINAL BID PRICE.
24. COMMERCIAL WARRANTY. The Contractor agrees that the supplies or services furnished
under this contract shall be covered by the most favorable commercial warranties the
Contractor gives to any customer for such supplies or services and that the rights and remedies
provided herein are in addition to and do not limit any rights afforded to the City by any other
clause of this contract.
25. FREIGHT CHARGES ON DIRECT SHIPMENTS TO THE CITY. The price or prices mentioned
in the bid and carried into this contract are made with reference to lawful freight charges in
existence at the time of submission of bids, and said contract prices shall be increased or
decreased, as the case may be, by any change in freight rates, provided that any claim for any
additional freight must be presented to the City, within thirty (30) days after such advance in
freight rates becomes effective. Reductions in freight will be deducted from the contract price.
The clause applies to freight on shipments made directly and separately by the manufacturer to
the City.
26. VARIATION IN QUANTITY. No variation in the quantity of any item called for by this contract
will be accepted unless such variation has been caused by conditions of loading, shipping, or
packing, or allowances in manufacturing processes, and then only to the extent, if any,
specified elsewhere in this contract.
27. DISCOUNTS.
* Prompt payment discounts offered for payment within less than twenty (20) calendar days
will not be considered in evaluating bids for award, unless otherwise specified in the
solicitation. However, offered discounts of less than 20 days will be taken if payment is
made within the discount period, even though not considered in the evaluation of bids.
* In connection with any discount offered, time will be computed from date of delivery of the
supplies to the carrier when acceptance is at the point of origin, or from date of delivery at
destination when delivery and acceptance is at destination, or from the date the correct
invoice or voucher is received in the office specified by the City, if the latter is later than
date of delivery. Payment is deemed to be made for the purpose of earning the discount on
the date of mailing of the City check.
* Any discount offered other than for prompt payment should be included in the net price
quoted and not included in separate terms. In the event this is not done, the City reserves
the right to accept the discount offered and adjust prices accordingly on the purchase
order.
28. SELLER'S INVOICE. Invoices shall be prepared and submitted in duplicate to delivery address
shown on the purchase order. Separate invoices are required for each purchase order.
Invoices shall contain the following information: purchase order number, item number,
description of supplies or services, sizes, unit of measure, quantity, unit price and extended
totals.
29. INSPECTION AND ACCEPTANCE. Inspection and acceptance will be at destination unless
specified otherwise, and will be made by the City department shown in the shipping to address
or other duly authorized representative of the City. Until delivery and acceptance, and after
any rejection, risk of loss will be on the Contractor unless loss results from negligence of the
City. Supplier will be notified of rejected shipments. Unless agreed otherwise, items will be
returned freight collect.
30. LOSS AND DAMAGED SHIPMENTS. Risk of loss or damage to items prior to the time of their
receipt and acceptance by the City is upon the supplier. The City has no obligation to accept
damaged shipments and reserves the right to return at the supplier's expense damaged
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
merchandise even though the damage was not apparent or discovered until after receipt of the
items.
31. LATE SHIPMENTS. Supplier is responsible to notify the City department receiving the items
and the Buyer of any late or delayed shipments. The City reserves the right to cancel all or any
part of an order if the shipment is not made as promised.
32. TAX EXEMPTION-FEDERAL AND STATE.
* The City is exempt from Federal Excise and Transportation taxes on purchases under
Chapter 32, Internal Revenue Code. The federal tax registration number issued by the
Internal Revenue Service is No. 43-6003231.
* The City is exempt from payment of Missouri Sales and Use Tax in Accordance with
Section 39 (10) Article 3, of the Missouri Constitution and sections 144.040 and
144.615 RSMo 1969 and supplement thereto. A copy of the exemption from Missouri
Sales and Use Tax is available upon request.
33. CITY FURNISHED PROPERTY.
* The City shall deliver to the Contractor for use only in connection with this contract, the
property described in the schedule or specifications (hereinafter referred to as "City-
furnished property"), at the times and locations stated herein. If the City-furnished
property, suitable for its intended use, is not so delivered to the Contractor, the Supply
Commissioner shall, upon timely written request made by the Contractor, and if the
facts warrant such action, equitably adjust any affected provision of this contract
pursuant paragraph 35, AMENDMENTS AND MODIFICATIONS.
* Title to City-furnished property shall remain in the City. The Contractor shall maintain
adequate property control records of City-furnished property in accordance with sound
industrial practice.
* Unless otherwise provided in this contract the Contractor, upon delivery to him/her of
any City-furnished property, assumes the risk of, and shall be responsible for, any loss
thereof or damage thereto except for reasonable wear and tear, and except to the
extent that such property is consumed in the performance of this contract.
* The Contractor shall, upon completion of this contract, prepare for shipment, deliver
f.o.b. origin, or dispose of all City-furnished property not consumed in the performance
of this contract or not theretofore delivered to the City, as may be directed or
authorized by the Supply Commissioner. The net proceeds of any such disposal shall
be credited to the contract price or paid in such other manner as the Supply
Commissioner may direct.
34. LABORATORY AND OTHER TESTS. The City reserves the right to test all articles,
commodities, supplies, materials and equipment, referred to hereafter as articles, delivered
during the life of the proposed contract, at an independent laboratory, to be designated by the
Supply Commissioner. The laboratory test shall include each item of the specification to
determine whether the articles delivered are in conformity therewith. Tests shall be made on
articles selected at random from deliveries made under the proposed contract or contracts.
Where the result of such test shows that the articles delivered are not equal or do not conform
to the specification, then the expense of making such test shall be paid by the Contractor (the
bidder in the proposal). If the result of any additional test shall show that the articles delivered
and tested conform to the specifications, then in such case the expense of making such test
shall be paid by the City. The City further has the right to conduct tests using its own facilities
and test methods when adequate facilities and procedure are available.
35. AMENDMENTS AND MODIFICATIONS. The Supply Commissioner may at any time, by a
written order, and without notice to the sureties, make a MODIFICATION to the contract or an
amendment to the purchase order, within the general scope of this contract, in (1) drawings,
designs, or specifications, where the supplies to be furnished are to specially manufactured for
the City in accordance therewith; (2) method of shipment or packing; and (3) place of delivery.
If such change causes an increase or decrease in the cost of, or the time required for
performance of this contract whether changed or not changed by any such order, an equitable
adjustment shall be made by written modification of the contract or amendment to the
purchase order. Any claim by the Contractor for adjustment under this clause must be asserted
within 30 days from the date of receipt by the Contractor of the notification; provided that the
Supply Commissioner, if he decides that the facts justify such action, may receive and act upon
any such claim if asserted prior to final payment under this contract. Failure to agree to any
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
adjustment shall be a dispute concerning a question of fact within the meaning of the clause of
this contract entitled "Disputes"; however, nothing in this clause shall excuse the Contractor
from proceeding with the contract as changed. Any other modifications and amendments made
within the general scope of the contract will be by written mutual agreement.
36. DISPUTES.
* Except as otherwise provided in this contract, any dispute concerning a question of fact
arising under this contract which is not disposed of by agreement shall be decided by
the Supply Commissioner, who shall reduce this decision to writing and mail or
otherwise furnish a copy thereof to the Contractor. The decision of the Supply
Commissioner shall be final and conclusive unless within 30 days from the date of
receipt of such copy, the Contractor mails or otherwise furnishes to the Supply
Commissioner a written appeal addressed to the Board of Standardization. The
decision of Board of Standardization shall be final and conclusive unless determined by
a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or
so grossly erroneous as necessarily to imply bad faith, or not supported by substantial
evidence, in connection with any appeal proceeding under this clause the Contractor
shall be afforded an opportunity to be heard and to offer evidence in support of his
appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed
diligently with the performance of the contract and in accordance with the Supply
Commissioner's decision.
* This DISPUTES clause does not preclude consideration of law questions in connection
with decisions provided for in paragraph A above; provided, that nothing in this
contract shall be construed as making final the decision of any administrative official,
representative, or board on a question of law.
37. TERMINATION FOR DEFAULT.
* The City may, subject to the provisions of paragraph below, by written notice of default
to the Contractor, terminate the whole or any part of this contract in any one of the
following circumstances;
i. if the Contractor fails to make delivery of the supplies or to perform the
services within the time specified herein or any extension thereof; or
ii. if the Contractor fails to perform any of the other provisions of this contract,
or so fails to make progress as to endanger performance of this contract in
accordance with its terms, and in either of these two circumstances does not
cure such failure within a period of 10 days after receipt of notice from the
Buyer specifying such failure.
* In the event the City terminates this contract in whole or in part as provided in
paragraph A of this clause, the City may procure, upon such terms and such manner as
the Buyer may deem appropriate, supplies or services similar to those so terminated,
and the Contractor shall be liable to the City for any excess costs for such similar
supplies or services; provided, that the Contractor shall continue the performance of
this contract to the extent not terminated under the provisions of this clause.
* The Contractor shall not be liable for any excess costs if the failure to perform the
contract arises out of causes beyond the control and without the fault or negligence of
the Contractor. Such causes may include, but are not restricted to, acts of God or of
the public enemy, acts of the City in either its sovereign or contractual capacity, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually
severe weather; but in every case the failure to perform must be beyond the control
and without the fault or negligence of the Contractor.
* If, after notice of termination of this contract under the provisions of this clause, it is
determined for any reason that the Contractor was not in default under the provisions
of this clause, or that the default was excusable under the provisions of this clause, the
rights and obligations of shall be the same as if notice of termination for convenience
had been issued pursuant to such clause.
38. TERMINATION FOR CONVENIENCE. The Supply Commissioner, by written notice, may
terminate this contract, in whole or in part, when it is in the best interest of the City. If this
contract is for supplies and is so terminated, the Contractor shall be compensated in accordance
with his auditable costs to point of notification of termination. To the extent, that this contract
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
is for services and is so terminated, the City shall be liable only for payment in accordance with
the payment provisions of this contract for services rendered to the effective date of
termination.
39. EXAMINATION OF RECORDS.
* If this contract exceeds $5,000, the Contractor agrees that the City Auditor of the City
or any of his duly authorized representatives shall, until the expiration of 3 years after
final payment under this contract, have access to and the right to examine any directly
pertinent books, documents, papers, and records of the Contractor, involving
transactions related to this contract.
* The Contractor agrees to include the clause above in all his subcontracts hereunder,
except purchase orders not exceeding $5,000.
40. OFFICIALS NOT TO BENEFIT. No regular employee or elected or appointed member of the
City government shall be admitted to any share or part of this contract, or to any benefit that
may arise there from; but this provision shall not be construed to extend to this contract if
made with a corporation for its general benefit.
41. CONFLICT OF INTEREST. No employee or member of the employee's immediate family, or
elected or appointed member of City government may participate directly or indirectly in the
procurement process if they:
* Have a financial interest or other personal interest which is incompatible with the
proper discharge of their official duties in the public interest or would tend to impair
their independence, judgment, or action in the performance of their official duties.
* Are negotiating or have an arrangement concerning prospective employment. The
bidder warrants to the best of their knowledge that no such conflict of interest exists.
In the event such a conflict occurs, the bidder is required to report it immediately to
the Supply Commissioner. For breach or violation of this warranty, the City shall have
the right to annul this contract without liability or at its discretion.
42. CONVENANT AGAINST CONTINGENT FEES. The Contractor warrants that no person or
selling agency has been employed or retained to solicit or secure this contract upon an
agreement or understanding for a commission, percentage, brokerage or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of
this warranty, the City shall have the right to annul this contract without liability or at its
discretion, to deduct from contract price or consideration, or otherwise recover, the full amount
of such commission, percentage, brokerage, or contingent fee. This section shall not prevent
an attorney from representing a client in any dispute respecting a contract nor shall it prevent
an attorney or an accountant from entering into contract negotiation with the City on behalf of a
client.
43. GRATUITIES ILLEGAL TO ANY EMPLOYEE AND FORMER EMPLOYEES. It is unlawful for
any person or business to offer, give or agree to give, to any employee of the City or former
employee, to solicit, demand, accept or agree to accept from another person or business, a
gratuity, offer of employment or anything of a pecuniary value in connection with any decision,
approval, disapproval, recommendation, or preparation of any part of a contract requirement or
a purchase request, influencing the content of any specification or procurement standard,
rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding
or application, request for ruling, determination, claim or controversy, or other particular
matter, pertaining to any contract of subcontract, or to any solicitation or proposal therefore.
44. KICKBACKS ILLEGAL IN SUBCONTRACTING. It is unlawful for any payment, gratuity, or
benefit to be made by or on behalf of or solicited from a subcontractor under a contract to the
prime contractor or higher tier subcontractor or any person associated therewith as an
inducement for the award of a subcontract to a contract of the City. Upon a showing that a
subcontractor made a kickback to a prime contractor or a higher tier subcontractor in
connection with the award of a subcontract or order there under, it shall be conclusively
presumed that the amount thereof was included in the price of the subcontract or order and
ultimately borne by the City and will be recoverable hereunder from the recipient. In addition,
that amount may also be recovered from the subcontractor making such kickbacks. Recovery
from one offending party shall not preclude recovery from other offending parties.
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
45. CONTEMPORANEOUS EMPLOYMENT PROHIBITED. The Contractor warrants and agrees
that no employee or elected or appointed member of City government who is participating
directly or indirectly in the procurement process is or will become as a result of this contract an
employee of the Contractor. For breach or violation of the warranty, the City shall have the
right to annul this contract without liability or at its discretion.
46. RECOVERY OF VALUE. The value of anything transferred or received in breach of ethical
standards contained in paragraphs 41, 42, 43, 44, 45 and 47 of these INSTRUCTIONS AND
CONDITIONS by a bidder, contractor, City employee, elected and appointed City officials, or a
non-employee may be recovered from parties involved.
47. CONFIENTIAL INFORMATION. Any information deemed confidential or proprietary must be
clearly marked by the bidder or contractor as such. It will be protected and treated with
confidentiality to the extent permitted by state statutes concerning public information. Any
data to be returned must be so marked and will be returned if not essential to the bid or
contract record. It is unlawful for an employee, former employee or elected or appointed City
official to use confidential information for actual or anticipated personal gain or the anticipated
personal gain of another person.
48. DEBARMENT OR SUSPENSION. After reasonable notice to the person or business involved
and reasonable opportunity for that person or business to be heard, the Supply Commissioner,
after consulting with the City Counselor, is authorized to debar the person or business or cause
from consideration for award of contracts. The debarment shall be for a period of not more
than three years. After consultation with the City Attorney, the Supply Commissioner is
authorized to suspend a person or business from consideration for award of contracts if there is
probable cause to believe that the person or business has engaged in any activity which might
lead to debarment. The suspension shall for a period not to exceed three months. The causes
for debarment include:
* Conviction for commission of a criminal offense as an incident to obtaining or
attempting to obtain a public or private contract or subcontract, or in the performance
of such contract or subcontract;
* Conviction under state or federal statues of embezzlement, theft, forgery, bribery,
falsification or destruction of records, receiving stolen property, or any other offense
indicating a lack of business integrity or business honesty which currently, seriously,
and directly affects responsibility as a City Contractor;
* Conviction under state or federal antitrust statutes arising out of the submission of bids
or proposals;
* Violation of contract provisions, as set forth below, of a character which is regarded by
the Supply Commissioner to be so serious as to justify debarment action:
i. Deliberate failure without good cause to perform in accordance with the
specifications or within the time limit provided in the contract; or
ii. A recent record of failure to perform or of unsatisfactory performance in
accordance with the terms of one or more contracts; provided that failure to
perform or unsatisfactory performance caused by acts beyond the control of
the contractor shall not be considered to be a basis for debarment;
* Any other cause the Supply Commissioner determines to be as serious and compelling
as to affect responsibility as a City contractor, including debarment by another
governmental entity.
49. ASSISTANCE FOR MINORITY AND WOMEN-OWNED BUSINESSES.
* It is the policy of the City to encourage and foster participation of minority and women-
owned businesses in purchasing and contracting and to assure that such businesses
have an equal opportunity to compete.
* The Supply Division is available to assist minority and women-owned businesses; in
completing supplier applications; in becoming acquainted with the City purchasing
system, departments and Buyers; by providing advice and information on previous bids
and bid prices; and assisting in resolving problems on such matters as specifications,
bid terms, and bonding requirements.
50. ASSIGNMENT OF CONTRACT AND CLAIMS. A contract or purchase order or the proceeds
thereof may not be assigned without the written permission of the Supply Commissioner.
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CITY OF ST LOUIS
INSTRUCTIONS AND CONDITIONS
FOR INVITATION FOR BID AND REQUEST FOR QUOTATIONS
51. ASSIGNMENT OF ANTITRUST RIGHTS AND INTEREST. Submission of this bid constitutes
an assignment by the bidder to the City of all rights, title and interest in and to all causes of
action it may have under the antitrust laws of the United States or the State of Missouri, which
causes of action have accrued or will accrue as a result of or in relation to the particular goods
or services purchased or procured by it in fulfillment of any contract with the City arising from
this bid.
52. COMPENSATION INSURANCE. The Contractor shall furnish adequate compensation
insurance to cover all employees furnishing materials and/or services referred to in attached
contract to the City and under the control of the Contractor, and shall relieve and hold the City
harmless from any costs due to accidents or other liabilities mentioned in the Worker's
Compensation Act. If requested, Contractor shall also furnish at the time of delivery of this
contract and such other times as may be requested, a copy of such insurance policies herein
referred to.
53. CLAIMS. Supplier agrees to defend, protect and save the City harmless from any claims and
actions arising out of patent infringements and product liability.
54. LABOR PRACTICES. The supplier agrees to comply with all Federal and State Laws, and City
Ordinances where applicable, relating to fair labor practices and discrimination in the
employment of persons.
55. LAIBILITY AND INSURANCE.
* The Contractor shall be:
i. liable to the City for loss of or damage to property, real and personal, owned
by the City or for which the City is liable;
ii. responsible for, and hold the City harmless from, loss of or damage to
property not included in (1) above; and
iii. responsible for, and hold the City harmless from, bodily injury and death of
persons, occasioned either in whole or in part by the negligence or fault of
the Contractor, his officers, agents, or employees in the performance of work
under this contract. For the purpose of this clause, all cargo loaded or
unloaded under this contract is agreed to be property owned by the City or
property for which the City is liable. The amount of the loss or damage as
determined by the Buyer will be withheld from payments otherwise due the
Contractor. Determination of liability and responsibility by the Buyer will
constitute questions of fact within the meaning of the paragraph 36,
DISPUTES. The general liability and responsibility of the Contractor under
this clause are subject only to the following specific limitations.
* The Contractor shall not be responsible to the City for and does not agree to hold the
City harmless from loss or damage to property or bodily injury to or death of persons if
the damage, injury or death resulted solely from an act or omission of the City or
employees of the Contractor acting within specific directions of the Buyer.
* The Contractor shall at his own cost and expense, defend any suits, demands, claims,
or actions, in which the City might be names as a codefendant of the Contractor,
arising out of or as a result of the Contractor's performance of work under this contract,
whether or not such suit, demand, claim, or action arose out of or was the result of the
Contractor's negligence. This shall not prejudice the right of the City to appear in such
suit, participate in defense and take such actions as may be necessary to protect the
interest of the City.
* The Contractor shall agree to meet all lawful rules and regulations and to meet all
lawful requirements which are now or hereafter may be issued or promulgated under
any of the said respective laws by and duly authorized Federal, State, or local official;
and agree to indemnify and save harmless the City from such contributions or taxes or
liability therefore.
* Place of Suit. This contract is executed in the City of St. Louis, Missouri. Any action at
law, suit in equity, or judicial proceeding for the enforcement of this contract or any
provision thereof shall be instituted and prosecuted only in courts located in the city of
St. Louis, Missouri. Each party to this contract has waived the right to change of
venue.
* Law Governing. This contract shall be governed by the laws of the State of Missouri,
both as to interpretation and performance.
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