HomeMy Public PortalAboutORD15199BILL NO. 2013-102
SPONSORED BY COUNCILMAN:
CO-SPONSORED BY:
Henry
Branch , Carroll, Graham, Hussey , Mihalevich,
Prather, Schulte , and Scrivner
ORDINANCE NO._____.(-......eSJ~( q--'----~1'---------
AN ORDINANCE OF THE CITY OF JEFFERSON , MISSOURI , AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A USE AGREEMENT WITH THE STATE
OF MISSOURI, OFFICE OF ADMINISTRATION , DIVISION OF FACILITIES
MANAGEMENT DESIGN AND CONSTRUCTION , RELATING TO THE MISSOURI
STATE PENTITENTIARY SITE .
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI , AS
FOLLOWS:
Section 1 .The Mayor and City Clerk are hereby authorized and d irected to
execute a use agreement with the State of Missouri , Office of Administration , Division of
Facilities Management Design and Construction relating to the Missouri State
Penitentiary site.
Section £. The agreement shall be substantially the same in form and content as
the agreement attached hereto as Exhibit 1.
Section ~. This Ordinance shall be in full force and effect from and after the date
of its pas::e and approval.
Passed : n~ 7. }f?/3 Approved : YN. tf c:7¢Pf_5
I Presiding~4 Mayor £/.t&d
ATTEST: APPROVED AS TO FORM:
*~:llhYI4 fi ~~
6tYCOUflselor
457/99
STATE OF MISSOURI,
OFFICE OF ADMINISTRATION,
DIVISION OF FACILITIES MANAGEMENT DESIGN AND CONSTRUCTION
and
CITY OF JEFFERSON, MISSOURI
USE AGREEMENT
Dated as of November 1%1�2013
Relating to:
State of Missouri,
Missouri State Penitentian Site
Jefferson City, Missouri
THIS USE AGREEMENT(hereinafter called"Agreement"), made and entered into this
day of November, 2013,by and between the State of Missouri, Office of Administration,
iD vision of Facilities Management Design and Construction(hereinafter called "State") and the
City of Jefferson, Missouri (hereinafter called"City").
WITNESSETH:
WHEREAS, the State owns property historically utilized as the Missouri State
Penitentiary(MSP) located in Jefferson City, Missouri, consisting of approximately 134 acres
with all buildings and public areas, as described in truly agreed to and finally passed House
Committee Substitute for Senate Bill 275, enacted by the Second Regular Session of the Ninety-
Second General Assembly, and
WHEREAS, the MSP opened in 1836,making it the oldest continually operated
penitentiary west of the Mississippi, and later decommissioned in 2004; and
WHEREAS, the State administers the property through the Office of Administration
(OA),Division of Facilities Management, Design & Construction (FMDC); and
WHEREAS, certain portions of the property have significant and sufficient historical
character that the public maintains an interest in them, including approximately 14 acres referred
to as the Historic Area, and the State desires to increase the educational and historical purposes
of these portions of MSP, and preserve the structural integrity of the buildings when
economically feasible; and
WHEREAS, the parties, with extensive professional and public input, have previously
made and entered into a Master Plan describing, in conceptual terms, a plan for redevelopment of
the MSP site that includes a general layout of planned infrastructure and public improvements
and areas set aside for historic preservation, and public and private redevelopment and
improvements; and
WHEREAS, for the past several years the potential for historic tourism has been shown
by a robust interest for tours and events within MSP; and
WHEREAS, Housing Units 1, 3 and 4 and the Gas Chamber within the Historic Area are
in need of remediation and cleanup of mold and other hazardous materials to include lead paint,
asbestos and pigeon guano, including repair of windows and roof replacements and/or repairs.
WHEREAS,the Parties believes local residents and others traveling to and through
Jefferson City will benefit from continued public access at MSP;hereby, necessitating
remediation and repairs of Housing Unit 1, 3 and 4 and the Gas Chamber.
NOW,THEREFORE, in consideration of the mutual representations, covenants and
agreements herein set forth in this Agreement, the Parties mutually agree as follows:
ARTICLE I: FUNDING
1.1 Funding for Remediation and Repairs
I.I.I. Inconsideration for the rights and benefits herein,the Parties agree to fund equally the
following repairs to Housing Unit 1, 3 and 4 and the Gas Chamber, up to and not in excess of
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two million dollars($2,000,000),or at an individual cost of no more than one million dollars
($1,000,000):
a) Housing Unit 1 —seal and repair the windows, replace roof and remediation/cleanup of
hazardous materials.
b) Housing Unit 3 —seal and repair the windows, replace roof and remediation/cleanup of
hazardous materials.
c) Housing Unit 4—seal the windows, add plexiglass to windows on South side and at front
and rear entries, roof repairs and remediation/cleanup of hazardous material
d) Gas Chamber—roof repairs and remediation/cleanup of hazardous materials
1.1.2. In consideration for the rights and benefits herein, the State shall provide further testing
for hazardous materials in Housing Units 1, 3 and 4 and the Gas Chamber at a cost of
approximately$25,000. If additional testing necessitates additional cleanup and repairs in the
future, then the Parties agree to meet and discuss a possible amendment to this Agreement
related to the scope and cost of such cleanup and repairs. If the Parties are unable to reach an
Agreement after reasonable cooperation, then either Party can cancel this Agreement with thirty
(30)days written notice to the other Party.
1.1.3. All repairs and remediation work performed on the Housing Units and Gas Chamber will
be administered and facilitated by FMDC. All work will be bid through FMDC in accordance
with Chapter 8, RSMo. The requirements of the Missouri Prevailing Wage law shall be
applicable to all construction work.
1.1.4. FMDC shall submit invoices for payment to the City that equal one-half of the repairs and
remediation costs, not to exceed one million dollars($1,000,000). Such invoices shall not
include the cost for the additional hazardous material testing stated above. FMDC shall submit
to the City the invoices for payment within ten (10)days from receipt of each invoice. The City
shall pay each invoice within thirty(30)days of receipt by FMDC of each invoice and then
provide FMDC with written documentation accurately noting confirmation of payment of all
invoices submitted to the City.
1.1.5. The State shall provide a copy of all invoices to the City for the above stated repairs and
remediation for the City's administrative needs.
1.1.6. The funding to be paid by the Parties is in addition to any donated funds or services that
may be offered for said repairs and remediation costs.
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ARTICLE II: TERM OF THIS AGREEMENT
2.1. Agreement End Date
2.1.1. The term of this Agreement shall be fifteen (15) years commencing on November 1, 2013,
and shall expire at midnight on October 31, 2028. The Parties may extend this Agreement for
two (2)additional five(5) year periods, and no Party shall deny the other's request for an
extension without good cause.
ARTICLE III: USE OF PREMISES
3.1 Permitted Uses of the Premises
3.1.1. For and in consideration of the funding made available for repairs and remediation of the
premises, and in consideration of other provisions in this Agreement, the City shall be able to use
Housing Units 1, 3 and 4 and the Gas Chamber and surrounding area(hereinafter collectively
referred to as the "premises as referenced in Exhibit 1 (area in green) for tours, gift shop, coffee
bar, social gatherings, a museum, other public events subject to the terms and conditions of this
Agreement, and similar uses. The City's operation of the tours, gift shop, coffee bar, museum
and social gatherings and events shall hereinafter be collectively referred to as the"Services."
The Parties agree to cooperate to establish permissible locations for public parking.
3.1.2 The public tours shall emphasize and focus on the historical nature of the MSP. The
City may conduct "themed" tours of the premises that focus on specific historical aspects of
MSP, ghost tours, photography tours and overnight tours in accordance with the requirements
and processes of this Agreement. No such "themed" tour shall in any way diminish or
detrimentally affect any of the historic nature of the MSP.
3.1.3. The Parties recognize that conducting community and regional events in the Lower Yard
(the former ball field) adjacent to Chestnut Street can be an important part of promoting MSP for
tourism. Accordingly, in addition to the use and enjoyment of the premises for social gatherings
and other public events, the City shall have the right to access to the Lower Yard for events upon
preapproval by the State. The State will approve all reasonable requests. The State reserves the
right to remove this area from the Agreement at any time as this area is subject to future
redevelopment per the Master Plan and is not considered a part of the Historic Area upon six
months written notice.
3.1.4. The City shall have the right to operate and manage a coffee bar and gift shop located in
Housing Unit 4 directly behind the main floor stairway leading to the basement. The City shall
have a right to operate and manage a museum within Housing Unit 4 with the location to be
approved by FMDC. The City may offer for sale to the public a menu of beverages
(nonalcoholic) and food items at the coffee bar. The serving and consumption of alcohol on the
premises is not permitted. If state law changes regarding the use of alcohol on the premises, then
the Parties agree to revise is Agreement in accordance with applicable law.
3.1.5. FMDC shall preapprove all design and construction plans for the museum, coffee bar and
gift shop. All construction and planning shall be at the City's sole cost. All construction will be
administered and facilitated by FMDC, including all bids will be administered under Chapter 8,
RSMo. The requirements of the Missouri Prevailing Wage law shall be applicable to all
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construction work. FMDC will submit all invoices for payment to the City within ten(10)days
from receipt of each invoice. The City shall pay each invoice within thirty(30)days of receipt
by FMDC of each invoice and then provide FMDC with written documentation accurately noting
confirmation of payment of all invoices submitted to the City. It shall be the City's sole
responsibility to ensure water is accessible to Housing Unit 4.
3.1.6. The City shall be allowed to use the premises for social gatherings and other similar
events open to the public, at the City's sole cost and expense, in accordance with all applicable
laws and pursuant to the restrictions contained in this Agreement. The City shall obtain
preapproval from FMDC for such events that are considered outside the normal tour operation.
FMDC will not deny any reasonable request.
3.1.7. Upon approval by FMDC, the City shall have the right to allow film or video requests of
the premises as long as it does not diminish the historical significance of the site. The City shall
ensure,before any filming or videotaping is conducted, that adequate insurance exists to cover
any losses or liability arising from the filming or videotaping and all entities comply with all
federal and state laws. FMDC shall review all submitted insurance documentation to determine
adequacy of coverage. The City shall also require any person or entity desiring to film or
videotape the premises sign a Location Agreement that has been preapproved by the Parties as to
form. The City shall provide FMDC a copy of all executed Location Agreements.
3.2. Terms and Conditions of Use of the Premises
3.2.1. The tours may commence on or after March I' of each year and shall conclude on or
before November 301h of each year; provided that the tours may be conducted by the City at
other times during the term of this Agreement with the prior approval of FMDC.
3.2.2. The City, at its own expense, shall provide all labor, materials, supplies, accessories,
security and services for the performance of its rights and obligations under this Agreement.
This includes, but is not limited to, paper products, fluorescent and incandescent light bulbs and
exterior lighting necessary on the premises. 3.2.3. The City shall not store or permit the storage
of any materials other than general supplies and equipment that may be needed for routine social
gatherings or public events. Alcohol, hazardous materials, and/or firearms shall not be brought
to, allowed in, or used on the premises. The City shall take all actions as are reasonably
necessary to prevent any person or member of the public from bringing any liquor or alcohol,
hazardous material, and/or firearms on the premises.
3.2.4. The City recognizes, understands and agrees that inherent in its historical nature
and character, the MSP property building and grounds may contain hazardous conditions,
potentially including, but not limited to, deteriorated sidewalks, walkways and flooring;
broken glass and concrete; dust, mold and other allergens; hazardous materials
including lead paint or other substances; slopes and other impediments to walking and
mobility; and other and similar hazards. The City will clearly warn all tourists and other
invitees seeking to tour the MSP that hazards may exist on the MSP property, and take all
necessary steps in order to protect, to the greatest extent possible, all such tourists
and other invitees from harm while participating in tours and other activities in
connection with this agreement.
3.2.5. No acts shall be performed and no omissions shall be made by or on behalf of the City
which may cause or result in the existence of any condition, in, on or about the premises which
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may constitute a public or private nuisance,or which may make void or voidable any insurance
then in force with respect to the premises or which in any way materially increases the liabilities
of any Party to this Agreement. The City shall take all reasonable steps to insure the safe,
efficient and respectability of operations at the premises. The City shall maintain adequate noise
control.
3.2.6. The City shall comply with all public health laws regarding the serving of food and
beverages, and shall obtain all necessary licenses. The City shall conduct food operations in a
sanitary manner in order to prevent attracting additional insects, vermin, and rodents. Any pest
control services required by the City shall be acquired and paid for at no cost to the State, and
performed by a licensed pest control company that has been approved by FMDC.
3.2.7. The City enters into this Agreement subject to the"AS-IS"condition of the
premises. The City acknowledges and understands that the State is making no assurance
that the premises are in useable and operating condition or free of nuisance or dangerous
conditions or accessible as defined by the Americans with Disabilities Act Accessibility
Guidelines. It is the City's sole responsibility to ensure that the Services comply with the
Americans with Disabilities Act.
3.2.8. At all times during the term of this Agreement, the State shall have full access to the
premises. FMDC shall maintain access to the site to include key control and appropriate
checkout. The State reserves the right to discontinue or modify the City's use of the premises at
any time when it becomes aware of a possible public health concern or safety issue at or around
the premises. The State reserves the right to deny access to any person to the premises based on
public safety concerns.
3.2.9. Development in accordance with the Master Plan.
a) The State reserves the right to cancel this Agreement if the opportunity arises to
redevelop all or part of the premises per the Master Plan adopted by the Parties, upon
six months written notice to the City in accordance with the notice provisions herein.
b) For purposes of section 3.2.9"opportunity arises to redevelop"shall require a binding
present contractual commitment involving the State of Missouri requiring
construction of improvements per the Master Plan within 6 months of the date of the
notice of termination. Such termination shall be effective no sooner than six months
after notice or the start of construction (breaking ground), whichever occurs later in
time.
c) Unless waived by the City, upon exercise of this termination clause the State shall
reimburse the City,on a pro-rata basis calculated over the first 15-year term of this
Agreement, money paid by the City for property improvement construction costs
expended pursuant to this Agreement.
3.3 Record Keeping
3.3.1 The City will keep accurate records and accounts relating to the Services conducted at
MSP("MSP Records") separate and distinct from its other records and accounts. The MSP
Records will be available for inspection by FMDC at any reasonable time, and the City shall
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provide a copy of any of such records upon the request of FMDC. The City shall prepare and
maintain the MSP Records in accordance with generally accepted accounting principles.
Information provided to FMDC will be subject to the State's open records law set forth in
Chapter 610, RSMo, and all applicable rules.
3.3.2. Prior to advertising or promoting the Services,annually the City shall provide to FMDC
its plan of advertising for all Services, samples of its proposed advertising and promotional
materials, a description of the nature and scope of each Services, including each tour, a list of all
tour guides with a general description of each proposed tour guide's qualifications to lead such
tours, a list of the names of all assistant/secondary tour guides, waivers of liability, a schedule of
all charges and fees proposed to be charged for such tours, plans, policies and procedures that
ensure that Services are conducted in a safe manner, and a schedule listing dates and times for all
of such tours. The City may amend this information from time to time as it updates such
material.
3.3.3. With respect to any proposed "theme" tours of the MSP, the City shall also submit, in
addition of materials identified in paragraph 3.3.2, a parenthetical description of all aspects of the
tour,the portions of the "historic area" of the MSP that will be encompassed within the tour, and
a statement detailing how the proposed "theme" tour will promote and not detrimentally affect
the historic nature and value of the MSP.
3.3.4. Annually, FMDC shall consider the material submitted by the City relating to
such Services, and, should FMDC object to any aspect of the material submitted, it shall
attempt to resolve such objection by discussion with the City. However, should FMDC and
the City not be able to resolve any such issue after discussion, the City shall defer to the
decision of FMDC with respect to the issue. FMDC shall review and consider all of
the material with respect to the Services in a timely manner and shall limit its objections
to issues that: 1) detrimentally affect the historical nature and value of the MSP site; 2)
that affect the potential liability of the state for any accident or injury upon MSP or other
state property; 3) that in any way are inconsistent with the Master Plan for
redevelopment of the MSP property; or 4) that in any way affect or hinder or
increase the costs of other state operations or governmental functions
3.4 Generation of Profit
3.4.1. In consideration of the privileges granted pursuant to this Agreement, the City may retain
from all charges and fees collected in connection with such Services, its reasonable expenses
incurred in connection with such Services, with expenses appropriately classified as either
current or capital and credited appropriately as either current or capital expenses. The net income
from such Services shall then be expended by the City to make repairs and improvements on the
MSP property as may be recommended by the City and approved by FMDC. The City shall
provide to FMDC, within 30 days of the end of the tour season on November 30th of each year,
an income and expense statement with respect to all Services described in this Agreement that is
prepared in conformance with generally accepted accounting principles that reflects all income
collected and accrued by the City and all expenses either paid or accrued in connection with such
Services. FMDC has a right to audit said MSP records at any time. For purposes of this
paragraph, the term "expenses" shall include indirect cost such as advertising, staffing and
overhead attributable to the services.
ARTICLE IV: MAINTENANCE, UTILITIES,AND INSURANCE
4.1 Maintenance and Repairs
4.1.1. The Parties understand and acknowledge the premises are old and are in continuing need
of capital repairs. The State is under no obligation to make such repairs,or any necessary and
ongoing improvements throughout the tens of this Agreement. However, FMDC shall strive to
provide basic maintenance to the portions of the"historic area"of the MSP that will be
encompassed within the Services, including basic electrical and lighting service as such service
already exists on the premises. FMDC will not provide heat or water to the buildings
encompassed by the Services, unless otherwise agreed to in writing
4.1.2. The State shall provide, at no cost to the City: 1)inspection of emergency and exit
lighting systems; 2) any existing fire extinguishers and heat and smoke detectors annually; and 3)
general lawn care both within and around the Historic Area during July through December of
each year.
4.1.3. The Parties shall work together to identify and address hazardous material on the
premises, when fiscally possible.
4.1.4. Notwithstanding other provisions of the Agreement, the City, with the written consent of
FMDC,may use its own resources to supplement such basic maintenance.
4.1.5. Without the prior approval of FMDC, the City may not make any permanent
alterations, or erect or affix any signs to walls or on posts in the ground (other than
temporary signs erected or affixed using non-permanent methods and removed within
12 hours of being erected or affixed). Such preapproved fixtures, additions or structures so
placed upon or attached to the premises shall be and remain the property of the State, and may
be removed and otherwise disposed of by the State at the conclusion of this Agreement.
4.1.6. The City shall provide the following to the premises at no cost to the State:
a) Its proportionate share of utilities used by the City(e.g. heat, air conditioning, water, gas,
sewer, and electricity), if available. FMDC will investigate the ability to separately meter
the buildings on the premises to help facilitate the division of utility usage.
b) Removal of snow and ice from the entrances of Housing Units 1, 3, and 4 and the Gas
Chamber, as well as all other necessary pathway areas located within the Historic Area
during all tours and as necessary for public use for other Services.
c) Janitorial,garbage and trash removal from and around Housing Units 1, 3, and 4 and the
Gas Chamber before and after use by the City and the public while engaged in Services.
d) General lawn care both within and around the Historic Area during January through June
of each year.
e) Security of its equipment and of its personnel and invitees on MSP property.
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f) Ensuring all windows remain closed.
4.1.7. The City agrees to pay for any damage to the premises and/or loss to the State's
equipment caused by its acts or the acts of its employees, agents or others permitted to enter the
premises by the City,ordinary wear and tear excepted.
4.2 Removal of State Property
4.2.1. The City shall not remove or disturb, or cause or permit to be removed or disturbed, any
historical, archaeological, architectural or other cultural artifacts, relics, remains, or objects of
antiquity. In the event such items are newly discovered on the Premises, the City shall
immediately notify the State and protect the site and the material from fiuther disturbance until
FMDC gives clearance to proceed. The City shall abide by and comply with the obligations
assumed within the Programmatic Agreement in connection with any and all historical,
archaeological, architectural or other cultural artifacts, relics, remains or objects of antiquity.
The City shall not remove any State property located or stored at the premises without FMDC's
written consent.
4.3. Insurance and Indemnification
4.3.1 The City assumes the entire risk of loss or injury to any person from all causes
whatsoever in connection with any use of the premises. The City shall indemnify and
hold the State harmless, including its agencies, employees, and assignees, and indemnify them
from and against any and all liability, causes of action, claims and expense for personal
injury or property damage arising out of or in connection with any such Services, including
all acts or omissions of any of its subcontractor(s) or other person(s) employed by or under
the supervision of the City, including its invitees and guest.
4.3.2. During all times covered by this Agreement and in connection with any liability incurred
with respect to any Services offered or conducted in connection with this Agreement, the City
shall maintain a policy of general liability insurance that provides coverage in event of a loss or
injury in the amount of One Million Dollars($1,000,000) for all claims arising out of a single
accident, loss or occurrence, and One Million Dollars($1,000,000) for any one person in a single
accident, loss or occurrence. Such policy of insurance shall name the State of Missouri as an
additional insured in event of any liability that is assumed by the City pursuant to this
Agreement. The City shall provide to FMDC a copy of its entire general liability insurance
policy consistent with the requirements of this Agreement.
4.3.3. Notwithstanding this Agreement, FMDC and the State of Missouri and the City do not
waive any defense or immunity that may be provided by law, either common or statutory, with
respect to any liability whatsoever.
4.4 Default
4.4.1 A Party shall be considered to be in breach of this Agreement should it fail to observe and
perform any term under this Agreement, and in default of this Agreement should such failure
continue for a period of thirty(30) after written notice is given by the other Party as provided
herein. A Party shall give the other Party telephonic notice of the occurrence of any breach of
this Agreement, immediately followed by written notice of the breach. Notice of breach of this
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Agreement will specify the event or condition and request that the event or condition be
remedied. Whenever a breach of this Agreement has occurred and is continuing, a Party shall
have the right to take whatever action is allowed at law or in equity, and as otherwise provided
by law.
4.4.2. No delay or omission to exercise any right, remedy or power accruing upon any breach or
default of this Agreement will impair any right, remedy or power or will be construed as a
waiver. Any right, remedy or power may be exercised from time to time and as often as may be
deemed expedient. The State, including FMDC, is not required to give notice to the City in
advance of the exercise of any right, remedy or power reserved to it in this Agreement, except as
otherwise expressly provided in this Agreement.
ARTICLE V: MISCELLANEOUS
5.1 Miscellaneous Provisions
5.1.1. Notice: All communication concerning this Agreement shall be deemed sufficient if sent
to the following:
a. Division of Facilities Management, Design and Construction, Director's Office, P. O.
Box 809, 301 West High Street, Room 730, Jefferson City, Missouri 65102
b. City of Jefferson, Missouri. City Administrator, 320 E. McCarty, Jefferson City,
Missouri 65201.
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5.1.2. Timing for required notices: For all required approvals including"Services"stated above,
the City shall be required to notify the FDMC at least thirty(30)days prior to the Service.
FDMC shall respond within twenty(20)days accompanied by an explanation thereafter or the
City may consider the Service approved. The state shall not unreasonably withhold any
permissions.
5.1.3. Successors: The covenants and agreements contained in said Agreement shall be binding
upon and shall inure to the benefit of the Parties to this Agreement and each Party's respective
successors, administrators, and executors.
5.1.4. Applicable Laws: The Parties shall comply with all laws, ordinances, orders, rules and
regulations that may be applicable. This Agreement shall be construed in accordance with and
governed by the laws of the State of Missouri.
5.1.5. Assignment: The City shall not assign this Agreement, in whole or in part, or sublease the
premises, in whole or in part, without obtaining written preapproval by FMDC, unless otherwise
stated in this Agreement. However, the City may subcontract all or part of the Services to the
Jefferson City Convention and Visitors' Bureau (CVB). This right is contingent upon the City
retaining the obligation to comply with all aspects of this Agreement.
5.1.6. Complete Agreement: This Agreement and the exhibit attached hereto contain the entire
Agreement of the Parties with respect to the subject matter of this Agreement, and supersede all
prior negotiations, agreements and understandings with respect thereto. This Agreement may
only be amended by a written document duly executed by the Parties.
5.1.7. No Partnership: The Parties warrant that all work they perform pursuant to this
Agreement shall be conducted as independent entities. The Parties shall be responsible for
compliance with all laws, rules and regulations involving its respective employees, including, but
not limited to, employment of labor,hours of labor, health and safety, working conditions,
workers' compensation insurance, and payment of wages, as otherwise required by law. This
Agreement shall not be construed to create a partnership or joint venture between the Parties or
any of the agencies of the State of Missouri.
5.1.8. Force Maieure: No Party shall be liable to the other for any failure or delay of
performance of any obligations hereunder when such failure or delay shall have been wholly or
principally caused by acts or events beyond its reasonable control, including without limitation
acts of God, acts of civil or military authority, fires, floods, earthquakes or other natural
disasters, war, riots or strikes. Both Parties shall; however,make all reasonable efforts to
remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause,
diligently pursue performance of its obligations under this Agreement. Any party must give
written notice of any Force Majeure event to the other party within a reasonable time period after
its occurrence in order to receive the liability protections of this paragraph.
5.1.9. Amendments to the Agreement: This Agreement may be amended or otherwise
modified only in writing executed by an authorized representative of both Parties, clearly
referring to this Agreement and stating that it constitutes an amendment to the
Agreement.
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5.1.10. Applicable Laws: The Parties shall comply with all applicable state and federal
laws, rules and regulations in the performance of this Agreement. This Agreement shall be
governed and construed in accordance with the laws of the State of Missouri without
reference to its choice of law principles.
5.1.11. Venue: It is agreed by the Parties that any action at law, suit in equity, or other
judicial proceeding to enforce or construe this Agreement, or regarding its alleged
breach, shall be instituted only in the Circuit Court of Cole County, Missouri.
5.1.12. MSP Foundation: The State supports the City establishing a MSP Not-for-Profit
foundation to support fundraising efforts for the Services and premises.
IN WITNESS WHEREOF, we have hereunto affixed our signatures.
Signed:
City of Jefferson, Missouri
By: GitGr� P Date:
Title: a u
Attest:
tty Cl
Approved as to fo�
City Counselor
Missou Office Ads ' istra ' d
By: ^� Date: t� p
Title: 044,55wye �t d,�.�:g�ru+ o✓l
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