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HomeMy Public PortalAboutORD16202BILL NO. 2021-077 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. /(.QU 2 - AN ORDINANCE AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AMENDMENT TO THE SUPPLEMENT AGREEMENT BETWEEN THE CITY OF JEFFERSON AND THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION EXTENDING THE PROJECT TIME FOR THE AIRFIELD LIGHTING REPAIRS PROJECT. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized to execute an amendment to the grant agreement with the Missouri Highways and Transportation Commission extending the project timeline for the airfield lighting repair project at the Jefferson City Memorial Airport. Section 2. These agreements shall be substantially the same in form and content as Exhibit A attached hereto. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: gil)ig-44:1 lj 207- 1 Presiding Officer ATTEST. Approved: Mayor Carrie Tergin APPROVED AS TO FORM: CCO Form: MO03 Approved: 7/94 (MLH) Project No. AIR 196-040B-1 Revised: 03/17 (MWH) Modified: MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION SUPPLEMENTAL AGREEMENT TO AIRPORT AID AGREEMENT THIS AGREEMENT AMENDMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Commission") and the City of Jefferson (hereinafter, "Sponsor"). WITNESSETH: WHEREAS, the parties entered into an Airport Aid Agreement executed by Sponsor on December 8, 2020, and executed by the Commission on January 25, 2021 (hereinafter, "Original Agreement") under which the Commission granted the sum of Two Hundred Two Thousand Nine Hundred Thirty-One Dollars ($202,931) to the Sponsor to assist in repairs to Airfield Lighting, Electrical, and NAVAIDS; and WHEREAS, the parties desire to extend the project time period to allow for completion of the work. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations in this Agreement, the parties agree as follows: (1) PROJECT TIME PERIOD: Based upon the revised project schedule, the original project time period of July 31, 2021, will be extended to December 31, 2021, to allow for completion of the work. Paragraph (3) of the Original Agreement is hereby amended accordingly. (2) ORIGINAL AGREEMENT: Except as otherwise modified, amended, or supplemented by this Supplemental Agreement, the Original Agreement between the parties shall remain in full force and effect and the unaltered terms of the Original Agreement shall extend and apply to this Supplemental Agreement. [Remainder of Page is Intentionally Left Blank.] DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 2 IN WITNESS WHEREOF, the parties have entered into and accepted this Agreement on the last date written below. Executed by the Sponsor this _____ day of _____________________, 20____. Executed by the Commission this ____ day of ___________________, 20____. MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION CITY OF JEFFERSON By____________________________ Title Title____________________________ Attest: Attest: By___________________________ Secretary to the Commission Title__________________________ Approved as to Form: Approved as to Form: Commission Counsel Title ____________________________ Ordinance No. (if applicable) DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B Mayor City Clerk 2022-02-14 | 8:43 AM CST City Attorney Assistant Chief Engineer 2022-02-16 | 9:14 AM CST DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B CCO Form: MO03 Approved: 7/94 (MLH) Project No. AIR 196-040B-1 Revised: 03/17 (MWH) Modified: MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION SUPPLEMENTAL AGREEMENT TO AIRPORT AID AGREEMENT THIS AGREEMENT AMENDMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Commission") and the City of Jefferson hereinafter, "Sponsor"). WITNESSETH: WHEREAS, the parties entered into an Airport Aid Agreement executed by Sponsor on December 8, 2020, and executed by the Commission on January 25, 2021 hereinafter, "Original Agreement") under which the Commission granted the sum of Two Hundred Two Thousand Nine Hundred Thirty-One Dollars ($202,931) to the Sponsor to assist in repairs to Airfield Lighting, Electrical, and NAVAIDS; and WHEREAS, the parties desire to extend the project time period to allow for completion of the work. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations in this Agreement, the parties agree as follows: 1) PROJECT TIME PERIOD: Based upon the revised project schedule, the original project time period of July 31, 2021, will be extended to December 31, 2021, to allow for completion of the work. Paragraph (3) of the Original Agreement is hereby amended accordingly. 2) ORIGINAL AGREEMENT: Except as otherwise modified, amended, or supplemented by this Supplemental Agreement, the Original Agreement between the parties shall remain in full force and effect and the unaltered terms of the Original Agreement shall extend and apply to this Supplemental Agreement. Remainder of Page is Intentionally Left Blank.] DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B BILL NO. 2020-048 SPONSORED BY Councilmember Hussey ORO INANCE NO ·-----"~:....~o~U~0~q.L..ao0..,£---- AN ORDINANCE OF THE CITY OF JEFFERSON , MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH REINHOLD ELECTRIC INC , IN THE AMOUNT OF $118 ,281.00 FOR THE RUNWAY LIGHTING REPLACEMENT PROJECT AND ACCEPT A GRANT FROM THE MISSOURI HIGHWAY AND TRANSPORTATION COMMISSION . WHEREAS, Reinhold Electric Inc has become the apparent lowest and best bidder on the Runway Lighting Replacement project. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI , AS FOLLOWS: Section 1-The bid of Reinhold Electric Inc is declared to be the lowest and best bid ano is hereby accepted for the Runway Lighting Replacement project. Section .f.. The Mayor and City Clerk are hereby authorized to execute an agreement with Reinhold Electric Inc for the Runway Lighting Replacement project. Section ~-The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section ~-The Missouri Highway and Transportation Commission Grant attached hereto as Exhibit B is accepted. Section §.. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed : ~W t, 1010 Approved :])e;c.,. f / ;;xJ ;;2.o Presiding Officer ATTEST : APPROVED AS TO FORM : Cit ~ c-:Jtf-R DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B CITY OF JEFFERSON CONSTRUCTION CONTRACT THIS CONTRACT made and entered into the date last executed by a party as indicated below, by and between Reinhold Electric Inc. hereinafter referred to as "Contractor", and the City of Jefferson, Missouri, a municipal corporation of the State of Missouri, hereinafter referred to as "City". WITNESSETH: That Whereas, the Contractor has become the lowest responsible bidder for furnishing the supervision, labor, tools, equipment, materials and supplies and for constructing the following City improvements: Project No. 62129, Runway Lighting Replacement. NOW THEREFORE, the parties to this contract agree to the following: 1 . Scope of Services. Contractor agrees to provide all labor, equipment, hardware and supplies to perform the work included in the project entitled "Runway Lighting Replacement" in accordance with the plans and specifications on file with the Department of Public Works. 2. Payment. The City hereby agrees to pay the Contractor for the work done pursuant to this contract according to the payment schedule set forth in the Contract Documents upon acceptance of said work by the Director of Public Works and in accordance with the rates and/or amounts stated in the bid of Contractor dated August 13, 2020 which are by reference made a part hereof. No partial payment to the Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. The total amount of this contract shall not exceed One Hundred Eighteen Thousand Two Hundred Eighty One Dollars and Zero Cents ($118,281.00). 3 . Manner and time for Completion. Contractor agrees with the City to furnish all superv1s1on, labor, tools, equipment, materials and supplies necessary to perform said work at Contractor's own expense in accordance with the contract documents and any applicable City ordinances and state and federal laws, within 18 calendar days from the date Contractor is ordered to proceed, which order shall be issued by the Director of Public Works within ten (1 0) days after the date of this contract. 4 . Prevailing Wages. To the extent that the work performed by Contractor is subject to prevailing wage law, Contractor shall pay a wage of no less than the "prevailing hourly rate of wages" for work of a similar character in this locality, as established by Department of Labor and Industrial Relations of the State of Missouri, and as established by the Federal Employment Standards of the Department of Labor. Contractor acknowledges that Contractor knows the prevailing hourly rate of wages for this project because Contractor DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B has obtained the prevailing hourly rate of wages from the contents of the current Annual Wage Order No. 27, Section 014, Callaway County rates as set forth and the Federal Davis Bacon Wage Rates current at the time of bidding. The Contractor further agrees that Contractor will keep an accurate record showing the names and occupations of all workmen employed in connection with the work to be performed under the terms of this contract. The record shall show the actual wages paid to the workmen in connection with the work to be performed under the terms of this contract. A copy of the record shall be delivered to the Purchasing Agent of the Jefferson City Finance Department each week. In accordance with Section 290.250 RSMo, Contractor shall forfeit to the City One Hundred Dollars ($1 00.00) for each workman employed, for each calendar day or portion thereof that the workman is paid less than the stipulated rates for any work done under this contract, by the Contractor or any subcontractor under the Contractor. 5. Insurance. a) The Contractor shall obtain and maintain during the term of the Project and this Contract the insurance coverages at least equal to the coverages set forth in this paragraph 7, and as further provided in the General Conditions, but no event less than the individual and combined sovereign immunity limits established by Section 537.610 R.S.Mo. Insurance policies providing required coverages shall be with companies licensed to do business in the State of Missouri and rated no less than AA by Best or equivalent. All costs of obtaining and maintaining insurance coverages are included in the Bid Amount and no additional payment will be made therefor by the City. Comprehensive General Liability Insurance $500,000 per occurrence including coverage for Bodily Injury and $3,000,000 aggregate Property Damage) Comprehensive Insurance Automobile Liability $500,000 per occurrence 3,000,000 aggregate including coverage for Bodily Injury and Property Damage) Employer's Liability $3,000,000 bodily InJury by accident (each accident) 3,000,000 bodily injury by disease (each employee) 3,000,000 bodily injury policy limit b) Worker's Compensation In addition, the Contractor and all subcontractors shall provide Worker's Compensation Insurance in at least statutory amounts for all workers employed at the Project site . c) Builder's Risk-The Contractor shall also provide a policy of Builder's Risk Insurance in the amount of 100% of the complete insurable value of the Project, which policy shall protect the Contractor and the City, as their respective interests shall appear. DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B d) Owner's Protective Liability Insurance-The Contractor shall also obtain at its own expense and deliver to the City an Owner's Protective Liability Insurance Policy naming the City of Jefferson as the insured , in an amount not less than the individual and combined sovereign immunity limits established by Section 537.610 R.S.Mo., except for those claims governed by the provisions of the Missouri Workmen's Compensation Law, Chapter 287, RSMo. No policy will be accepted which excludes liability for damage to underground structures or by reason of blasting, explosion or collapse. e) Before commencing any work, the Contractor shall provide to the City certificates of insurance evidencing the issuance and maintenance in force of the coverages required by this paragraph 4. Each such certificate shall show the City, and such other governmental agencies as may be required by the City to be insured by underlying grant or contract relating to the Project, as an additional insured, and shall bear an endorsement precluding cancellation of or change in coverage without at least thirty (30) days written notice to the City. The City may waive any insurance coverages or amounts required by this paragraph 4 when the City deems such waiver to be in the interest of the public health , safety, and general welfare. f) Subcontracts-In case any or all of this work is sublet, the Contractor shall require the Subcontractor to procure and maintain all insurance required in Subparagraphs (a), (b), and (c) hereof and in like amounts. g) Scope of Insurance and Special Hazard. The insurance required under Sub-paragraphs (b) and (c) hereof shall provide adequate protection for the Contractor and its subcontractors, respectively, against damage claims which may arise from operations under this contract, whether such operations be by the insured or by anyone directly or indirectly employed by it, and also against any special hazards which may be encountered in the performance of this contract. NOTE: Paragraph (f) is construed to require the procurement of Contractor's protective insurance (or contingent public liability and contingent property damage policies) by a general contractor whose subcontractor has employees working on the project , unless the general public liability and property damage policy (or rider attached thereto) of the general contractor provides adequate protection against claims arising from operations by anyone directly or indirectly employed by the Contractor. 6 . Contractor's Responsibility for Subcontractors. It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors , and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons it directly employs . Contractor shall cause appropriate provisions to be inserted in all subcontracts relating to this work, to bind all subcontractors to Contractor by all the terms herein set forth, insofar as applicable to the work of subcontractors and to give Contractor the same power regarding termination of any subcontract as the City may exercise over Contractor under any provisions of this contract. Nothing contained in this contract shall create any contractual relations between any subcontractor and the City or between any subcontractors. DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 7. Liquidated Damages. The Contractor agrees and acknowledges that time is of the essence of this Agreement and that delay in the prosecution of the Work and the Project will inconvenience the public and increase administrative costs of the City, the costs of which the Contractor and the City are incapable of ascertaining at this time. Should the Contractor, or in the case of Contractor's default, the surety, fail to complete the Work within the time stipulated in this Agreement, or within such extension of time as may be allowed by the City in the manner set forth in the Contract Documents, the Contractor (or surety, as applicable) shall pay to the City as liquidated damages, and not as a penalty, the sum of Five Hundred Dollars ($500.00) for each calendar day that the Work remains uncompleted after the time allowed for the completion, including approved extensions. In the sole discretion of the City, the amount of the liquidated damages may be deducted from any money due the Contractor under this Agreement. Permitting the Contractor to finish the Work or any part thereof after the expiration of the time for completion or any approved extension, shall in no way operate as a waiver of the City of any of rights under this Contract. 8. Termination. The City reserves the right to terminate this contract by giving at least five (5) days prior written notice to Contractor, without prejudice to any other rights or remedies of the City should Contractor be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of its creditors, or if a receiver should be appointed for Contractor or for any of its property, or if Contractor should persistently or repeatedly refuse or fail to supply enough properly skilled workmen or proper material, or if Contractor should refuse or fail to make prompt payment to any person supplying labor or materials for the work under the contract, or persistently disregard instructions of the City or fail to observe or perform any provisions of the contract. 9. City's Right to Proceed. In the event this contract is terminated pursuant to Paragraph 8, then the City may take over the work and prosecute the same to completion, by contract or otherwise , and Contractor and its sureties shall be liable to the City for any costs over the amount of this contract thereby occasioned by the City. In any such case the City may take possession of, and utilize in completing the work, such materials, appliances and structures as may be on the work site and are necessary for completion of the work . The foregoing provisions are in addition to, and not in limitation of, the rights of the City under any other provisions of the contract, City ordinances, and state and federal laws . 10. Indemnity. To the fullest extent permitted by law, the Contractor agrees to defend with counsel selected by the City, and defend , indemnify and hold harmless the City, its officers, engineers, representatives, agents and employees from and against any and all liabilities, damages, losses, claims or suit, including costs and attorneys' fees, for or on account of any kind of injury to person, bodily or otherwise, or death, or damage to or destruction of property, or money damages, or trespass, or any other circumstances , DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B sustained by the City or others, arising from the Contractor's breach of the Contract or out of services or products provided by the Contractor or its subcontractors under the terms of this agreement. The Contractor shall not be liable for any loss or damage attributable solely to the negligence of the City. To the extent required to enforce this provision, the Contractor agrees that this indemnification requires the Contractor to obtain insurance in amounts specified in the Contract Documents and that the Contractor has had the opportunity to recover the costs of such insurance in the compensation set forth in this Agreement. In any and all claims against the City or any of its agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any one of them or anyone for whose acts any of them may be liable, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workmen's compensation acts, disability benefit acts or other employee benefit acts. The Contractor shall reimburse to the City any costs and attorneys' fees that the City may reasonably incur in pursuit of any remedies at law or equity or enforcement of any rights established in this Contract, which may result from the Contractor's breach of the Contract, the Contractor's failure to perform any obligation or requirement contained herein, or the City's enforcement of this Contract. 11 . Payment for Labor and Materials. The Contractor agrees and binds itself to pay for all labor done, and for all the materials used in the construction of the work to be completed pursuant to this contract. Contractor shall furnish to the City a bond to ensure the payment of all materials and labor used in the performance of this contract. 12. Supplies. The Contractor is hereby authorized and directed to utilize the City's sales tax exemption in the purchase of goods and materials for the project as set out in Section 144.062 RSMo 1994 as amended . Contractor shall keep and maintain records and invoices of all such purchases which shall be submitted to the City. 13. Performance and Materialman's Bonds Required. Contractor shall provide a bond to the City before work is commenced, and no later than ten ( 10) days after the execution of this contract, guaranteeing the Contractor's performance of the work bid for, the payment of amounts due to all suppliers of labor and materials, the payment of insurance premiums for workers compensation insurance and all other insurance called for under this contract, and the payment of the prevailing wage rate to all workmen as required by this contract, said bond to be in a form approved by the City, and to be given by such company or companies as may be acceptable to the City in its sole and absolute discretion. The amount of the bond shall be equal to the Contractor's bid . DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 14. Knowledge of Local Conditions. Contractor hereby warrants that it has examined the location of the proposed work and the attached specifications and has fully considered such local conditions in making its bid herein. 15. Severability. If any section, subsection, sentence, or clause of this Contract shall be adjudged illegal, invalid , or unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity, or enforceability of the contract as a whole, or of any section, subsection, sentence, clause, or attachment not so adjudged. 16. Governing Law. The contract shall be governed by the laws of the State of Missouri. The courts of the State of Missouri shall have jurisdiction over any dispute which arises under this contract, and each of the parties shall submit and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action. 17. Contract Documents. The contract documents shall consist of the following: a. This Contract f. General Provisions b. Addenda g. Special Provisions c. Information for Bidders h. Technical Specifications d. Notice to Bidders i. Drawing and/or Sketches e. Signed Copy of Bid This contract and the other documents enumerated in this paragraph, form the Contract between the parties . These documents are as fully a part of the contract as if attached hereto or repeated herein. 18. Complete Understanding, Merger. Parties agree that this document including those documents described in the section entitled "Contract Documents" represent the full and complete understanding of the parties. This contact includes only those goods and services specifically set out. This contract supersedes all prior contracts and understandings between the Contractor and the City . 19. Authorship and Enforcement. Parties agree that the production of this document was the joint effort of both parties and that the contract should not be construed as having been drafted by either party. 20. Amendments. This contract may not be modified, changed or altered by any oral promise or statement by whomsoever made; nor shall any modification of it be binding upon the City until such written modification shall have been approved in writing by an authorized officer of the City. Contractor acknowledges that the City may not be responsible for paying for DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B changes or modifications that were not properly authorized . 21. Waiver of Breach. Failure to Exercise Rights and Waiver: Failure to insist upon strict compliance with any of the terms covenants or conditions herein shall not be deemed a waiver of any such terms, covenants or conditions, nor shall any failure at one or more times be deemed a waiver or relinquishment at any other time or times by any right under the terms, covenants or conditions herein. 22. Assignment. Neither party may sell or assign its rights or responsibilities under the terms of this agreement without the express consent of the remaining party. 23. Nondiscrimination. Contractor agrees in the performance of this contract not to discriminate on the ground or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age, or political opinion or affiliation, against any employee of Contractor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 24. lllegallmmigration. Prior to commencement of the work: A. Contractor shall, by sworn affidavit and prov1s1on of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. B. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services Contractor agrees in the performance. C. If contractor is a sole proprietorship, partnership, or limited partnership, contractor shall provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to Proceed. 25. OSHA Training Prior to commencement of the work: A. Contractor shall provide a ten-hour Occupational Safety and Health Administration (OSHA) construction safety program for their on-site employees which includes a course in construction safety and health approved by OSHA or a similar program approved by the department which is at least as stringent as an approved OSHA program. B . All employees subject to this provision are required to complete the program within sixty days of beginning work on such construction project. C. Any employee, agent or subcontractor of the Contractor subject to this provision found on the worksite without documentation of the successful completion of the course shall be afforded twenty days to produce such documentation after which time they shall be removed from the project. D . If Contractor fails the provisions of subsection A, B, or C, the Contractor shall DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B forfeit as a penalty two thousand five hundred dollars plus an additional one hundred dollars for each employee employed by the contractor or subcontractor, for each calendar day, or portion thereof, such employee is employed without the required training. The penalty shall not begin to accrue until the time period in subsections B or C, whichever is applicable, of this section have elapsed. E. The City shall withhold and retain from any amount due under the contract, all sums and amounts due and owing as a result of any violation of this section when making payments to the contractor under the contract. The contractor may withhold from any subcontractor, sufficient sums to cover any penalties the City has withheld from the contractor resulting from the subcontractor's failure to comply with the terms of this section. 26. Transient Employers. Every transient employer, as defined in section 285.230, RSMo, enclosed in the laws section, must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) The notice of registration for employer withholding issued to such transient employer by the director of revenue; (2) Proof of coverage for workers' compensation insurance or self-insurance signed by the transient employer and verified by the department of revenue through the records of the division of workers ' compensation ; and (3) The notice of registration for unemployment insurance issued to such transient employer by the division of employment security. Any transient employer failing to comply with these requirements shall, under section 285.234, RSMo, enclosed in the laws section, be liable for a penalty of $500 per day until the notices required by this section are posted as required by that statue. 27. Notices. All notices required to be in writing may be given by first class mail addressed to City of Jefferson, Department of Public Works, 320 East McCarty, Jefferson City , Missouri , 65101, and Contractor at 2511 Lemay Ferry Rd, St. Louis, MO 63125 . The date of delivery of any notice shall be the second full day after the day of its mailing. DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B CITY OF JEFFERSON CONTRACTOR Date : ATTEST: ATTEST : T itle: APPROVED AS TO FORM : City Counselor DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B CCO Form: M001 Sponsor: City of Jefferson Project No.: AIR 196-0408-1Approved: Revised: Modified : 02/94 (MLH) 05/17 (MWH) 10/20 (MWH) MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION EMERGENCY AIRPORT AID AGREEMENT THIS GRANT AGREEMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Commission") and the City of Jefferson hereinafter, "Sponsor"). WITNESSETH: WHEREAS, the Sponsor has applied to the Commission for a grant of funds under §305.230 RSMo; and WHEREAS, the Commission has agreed to make funds appropriated for the purpose of capital improvements or maintenance of airports immediately available to that Sponsor under the provisions of subsection 5 of §305.230 RSMo with the understanding that such funds will only be used for the emergency designated project pursuant to this Agreement for only the purposes specifically described as immediately follows and in this Agreement: Repair Airfield Lighting, Electrical, and NAVAIDS; NOW , THEREFORE, in consideration of the mutual covenants, promises, and representations in this Agreement , the parties agree as follows: 1) PURPOSE: The purpose of this Agreement is to provide financial assistance to the Sponsor under subsection 5 of §305.230 RSMo, for the emergency designated project to repair airfield lighting, electrical, and NAVAIDS that were damaged by flooding in the spring and summer of 2019. 2) AMOUNT OF GRANT: The amount of this grant is Two Hundred Two Thousand Nine Hundred Thirty-One Dollars ($202,931 ), which represents One Hundred Percent (100%) of the total eligible costs to repair airfield lighting , electrical, and NAVAIDS that are referenced in Paragraph (1) of this Emergency Airport Aid Agreement that were caused by severe weather. The designation of this grant does not create a lump sum quantity contract, but rather only represents the amount of funding available for qualifying expenses. In no event will the Commission provide the Sponsor funding for improvements or work that are not actually performed . The release of all funding under this Agreement is subject to review and approval of all project expenses to ensure that they are qualifying expenses under this program. 3) PROJECT TIME PERIOD: The project period shall be from January 1, 1- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 2020 until July 31, 2021. The Commission's representative may, in writing, extend the project time period for good cause as shown by the Sponsor. The grant funds in paragraph (2) not expended or duly obligated during the project time period shall be released for use in other projects under §305.230 RSMo. 4) TITLE EVIDENCE TO EXISTING AIRPORT PROPERTY: By signing this Agreement, the Sponsor certifies that it holds satisfactory evidence of title to all existing airport property and avigation easements. 5) CONTROL OF AIRPORT: The Sponsor agrees to continue to control the airport, either as owner or as lessee, for twenty (20) years following receipt of the last payment from this grant. 6) WITHDRAWAL OF GRANT OFFER: The Commission reserves the right to amend or withdraw this grant offer at any time prior to acceptance by the Sponsor. 7) PAYMENT: Payments to the Sponsor are made on an advance basis. The Sponsor may request incremental payments during the course of a project or a lump sum payment upon completion of the work. However, this advance payment is subject to the limitations imposed by paragraph (7)(B) of this Agreement. A) The Sponsor may request payment at any time subsequent to the execution of this Agreement by both parties. Requests for reimbursement shall be supported with invoices. After the Sponsor pays incurred costs, copies of checks used to pay providers must be submitted to the Commission. B) It is understood and agreed by and between the parties that the Commission shall make no payment which could cause the aggregate of all payments under this Agreement to exceed ninety percent (90%) of the maximum state (Aviation Trust Fund) obligation stated in this Agreement or eighty-one percent (81 %) of actual total eligible project cost, whichever is lower, until the Sponsor has met and/or performed all requirements of this grant Agreement to the satisfaction of the Commission. C) Within ninety (90) days of final inspection of the project funded under this grant, the Sponsor shall provide to the Commission a final payment request and all financial performance and other reports as required by the conditions of this grant. D) When land donations are used, the costs for land may be submitted with an appraisal prepared by a MoDOT -certified appraiser. All donations must be preapproved by the Commission to ensure eligibility for funding . E) If the Commission determines that the Sponsor was overpaid, the amount of overpayment shall be remitted to the Commission. 2- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 8) AUDIT OF RECORDS: The Sponsor must maintain all records relating to this Agreement, including but not limited to invoices, payrolls, etc. These records must be available at all reasonable times at no charge to the Commission and/or its designees or representatives during the period of this Agreement and any extension thereof, and for three (3) years from the date of final payment made under this Agreement. 9) FINANCIAL SUMMARY: Upon request of the Commission, the Sponsor shall provide to the Commission a financial summary of the total funds expended. The summary must show the source of funds and the specific items for which they were expended. 10) NONDISCRIMINATION CLAUSE: The Sponsor shall comply with all state and federal statutes applicable to the Sponsor relating to nondiscrimination, including, but not limited to, Chapter 213, RSMo; Title VI and Title VII of the Civil Rights Act of 1964 as amended (42 U.S.C. §2000d and §2000e, et seq.); and with any provision of the "Americans with Disabilities Act" (42 U.S.C. §121 01, et seq.). 11) CANCELLATION: The Commission may cancel this Agreement at any time for a material breach of contractual obligations by providing the Sponsor with written notice of cancellation. Should the Commission exercise its right to cancel this Agreement for such reasons, cancellation will become effective upon the date specified in the notice of cancellation sent to the Sponsor. 12) LACK OF PROGRESS: Any lack of progress which significantly endangers substantial performance of the project within the specified time shall be deemed a violation of the terms of this Agreement. The determination of lack of progress shall be solely within the discretion of the Commission. The Commission shall notify the Sponsor in writing once such a determination is made. 13) 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. 14) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed according to the laws of the State of Missouri. The Sponsor shall comply with all local, state and federal laws and regulations relating to the performance of this Agreement. 15) WORK PRODUCT: All documents, reports, exhibits, etc. produced by the Sponsor at the direction of the Commission and information supplied by the Commission shall remain the property of the Commission. 16) CONFIDENTIALITY: The Sponsor shall not disclose to third parties confidential factual matters provided by the Commission except as may be required by statute, ordinance or order of court, or as authorized by the Commission. The Sponsor shall notify the Commission immediately of any request for such information. 3- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 17) NONSOLICITATION: The Sponsor warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Sponsor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to annul this Agreement without liability, or in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 18) DISPUTES: Any disputes that arise under this Agreement shall be decided by the Commission or its representative. 19) INDEMNIFICATION: A) To the extent allowed or imposed by law, the Sponsor shall defend, indemnify and hold harmless the Commission, including its members and department employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Sponsor's wrongful or negligent performance of its obligations under this Agreement. B) The Sponsor will require any contractor procured by the Sponsor to work under this Agreement: 1) To obtain a no cost permit from the Commission's district engineer prior to working on the Commission's right-of-way, which shall be signed by an authorized contractor representative (a permit from the Commission's district engineer will not be required for work outside of the Commission's right-of-way); and 2) To carry commercial general liability insurance and commercial automobile liability insurance from a company authorized to issue insurance in Missouri, and to name the Commission, and the Missouri Department of Transportation and its employees, as additional named insureds in amounts sufficient to cover the sovereign immunity limits for Missouri public entities ($500,000 per claimant and $3,000,000 per occurrence) as calculated by the Missouri Department of Insurance, Financial Institutions and Professional Registration, and published annually in the Missouri Register pursuant to Section 537.610, RSMo. C) In no event shall the language of this Agreement constitute or be construed as a waiver or limitation for either party's rights or defenses with regard to each party's applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or law. 20) NOTIFICATION OF CHANGE : The Sponsor shall immediately notify the 4- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B Commission of any change in conditions or law which may significantly affect its ability to perform the project in accordance with the provisions of this Agreement. 21) AMENDMENTS: Any change in this Agreement, whether by modification or supplementation, must be accomplished by a formal contract amendment signed and approved by the duly authorized representatives of the Sponsor and the Commission. 22) ASSIGNMENT: The Sponsor shall not assign, transfer or delegate any interest in this Agreement without the prior written consent of the Commission. 23) BANKRUPTCY: Upon filing for any bankruptcy or insolvency proceeding by or against the Sponsor, whether voluntarily, or upon the appointment of a receiver, trustee, or assignee, for the benefit of creditors, the Commission reserves the right and sole discretion to either cancel this Agreement or affirm this Agreement and hold the Sponsor responsible for damages . 24) COMMISSION REPRESENTATIVE: The Commission's assistant chief engineer is designated as the Commission's representative for the purpose of administering the provisions of this Agreement. The Commission's representative may designate by written notice other persons having the authority to act on behalf of the Commission in furtherance of the performance of this Agreement. 25) SAFETY INSPECTION: The Sponsor shall eliminate all deficiencies identified in its most recent safety inspection letter. If immediate elimination is not feasible, as determined by the Commission, the Sponsor shall provide a satisfactory plan to eliminate the deficiencies. 26) AIRPORT USE: The Sponsor agrees to operate the airport for the use and benefit of the public. The Sponsor further agrees that it will keep the airport open to all types, kinds, and classes of aeronautical use on fair and reasonable terms without discrimination between such types, kinds and classes. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Commission. Otherwise, at no time shall the airport be closed to accommodate a non- aeronautical event or activity. 27) SAFE OPERATION OF AIRPORT: The Sponsor agrees to operate and maintain in a safe and serviceable condition the airport and all connected facilities which are necessary to serve the aeronautical users of the airport other than facilities owned or controlled by the United States. The Sponsor further agrees that it will not permit any activity on the airport 's grounds that would interfere with its safe use for airport purposes. Nothing contained in this Agreement shall be construed to require that the airport be operated for aeronautical uses during temporary periods when snow, ice, or other climatic conditions interfere with safe operations. 28) RESPONSIBILITY FOR PROJECT SAFETY: During the full term of the project, the Sponsor shall be responsible for the installation of any signs, markers, or 5- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B other devices required for the safety of the public. All markers or devices required on the airport will conform to Federal Aviation Administration (hereinafter, "FAA") regulations or specifications that may apply. The Sponsor shall issue, through the applicable FAA Flight Service Station, any and all Notices to Airmen that may be required. 29) ENGINEER'S DESIGN REPORT: Prior to development of the plans and specifications, the Sponsor shall provide an engineer's report setting forth the general analysis and explanation of reasons for design choices. Said report shall include an itemized cost estimate, design computations, reasons for selections and modifications, comparison of alternatives, life cycle cost analysis, geotechnical report and any other elements that support the engineer's final plans and specifications. 30) GEOMETRIC DESIGN CRITERIA: The Sponsor shall use the geometric design criteria promulgated by the FAA in the AC series and in FAA Orders. The Sponsor may request and receive approval for adaptation of said criteria where the Commission concurs that such adaptation is appropriate considering safety , economy and efficiency of operation. 31) PLANS, SPECIFICATIONS AND ESTIMATES: The plans and construction specifications for this project shall be those promulgated by the FAA in the AC series and in FAA Orders. A) The plans shall include a safety plan sheet to identify work areas, haul routes, staging areas, restricted areas, construction phasing, shutdown schedule etc., and to specify the requirements to ensure safety during construction . B) The Sponsor shall submit all plans, specifications and estimates to the Commission for review and acceptance prior to advertising for bids for construction. 32) REVIEW OF BIDS AND CONTRACT AWARD: The Commission shall review all contractors' bids and approve the selection of the apparent successful bidder prior to the Sponsor awarding the construction contract. 33) NOTICE TO PROCEED: After the Commission receives copies of the executed construction contract between the Sponsor and the contractor, the performance and payment bonds, and any other documentation as required by this Agreement, the Commission will authorize the Sponsor to issue a notice to proceed with construction. A) The Sponsor shall issue a notice to the contractor within ten (1 0) days of authorization by the Commission, unless otherwise approved by the Commission. B) Any construction work performed prior to the Sponsor's issuance of a Notice to Proceed shall not be eligible for funding participation. 6- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B 34) CONSTRUCTION OBSERVATION/INSPECTION REQUIREMENTS: In conjunction with submittal of the Notice to Proceed documentation, the Sponsor shall provide a construction observation/inspection program setting forth a format for accomplishment of resident observation, construction inspection and overall quality assurance. 35) CONSTRUCTION PROGRESS AND INSPECTION REPORTS : The Sponsor shall provide and maintain adequate, competent and qualified engineering supervision and construction inspection at the project site during all stages of the work to ensure that the completed work conforms with the project plans and specifications. Project oversight by the Commission's project manager or other personnel does not relieve the Sponsor of this responsibility. A) The Sponsor shall require the resident project representative to keep daily construction records and shall submit to the Commission a Weekly Construction Progress and Inspection Report (available on MoDOT's aviation section website), completed by the resident project representative. A weekly summary of tests completed shall be included. B) Prior to final acceptance, the Sponsor shall provide to the Commission a testing summary report bearing the engineer's seal and including a certification from the engineer that the completed project is in compliance with the plans and specifications. C) Certification statements from construction contractors must be provided to ensure all workers, material suppliers, etc. have been paid. 36) CHANGE ORDERS/SUPPLEMENTAL AGREEMENTS: All change orders/supplemental agreements must be submitted to the Commission for approval prior to implementation to ensure funding eligibility. Requests for additional work for items not included in the original bid must be accompanied by a cost analysis to substantiate the proposed costs. 37) RECORD DRAWINGS: The Sponsor shall provide one (1) electronic set of as-built construction drawings on a compact disc in .pdf format copied to a single file each sheet must be sealed, signed, and dated by the engineer) to the Commission upon project completion. In addition, the Sponsor shall provide six updated Airport Layout Drawings (ALD's) showing as-built conditions, if required. The Commission will forward updated ALDs to the FAA central region office. 38) FILING NOTICE OF LANDING AREA PROPOSAL: When a project involving changes to the runway will be implemented at an airport, the Sponsor must submit FAA Form 7480-1 ("Notice of Landing Area Proposal") to the FAA not less than one hundred twenty (120) days prior to commencement of any construction or alteration. A copy of the form as filed with the FAA and the FAA airspace determination 7- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B letter must be provided to the Commission. This form must be submitted for any projects that involve the widening or lengthening of an existing runway or construction of a new runway. 39) FILING NOTICE OF PROPOSED CONSTRUCTION OR ALTERATION: When a development project that does not involve changes to the runway will be implemented at an airport, the Sponsor must electronically submit FAA form 7460-1 Notice of Proposed Construction of Alteration") to the FAA not less than one hundred twenty (120) days prior to commencement of any construction or alteration. Electronic submittal of FAA form 7460-1 must be submitted for construction of any permanent structures on the airport, temporary structures over 20 feet in height or use of construction equipment over 20 feet tall. It is not necessary for routine construction projects, unless they include above ground installations. 40) PROMPT PAYMENT: The Commission and the Sponsor require all contractors to pay all subcontractors and suppliers for satisfactory performance of services in compliance with Section 34.057 RSMo, Missouri's prompt payment statute. Pursuant to section 34.057 RSMo, the Commission and the Sponsor also require the prompt return of all retainage held on all subcontractors after the subcontractors' work is satisfactorily completed, as determined by the Sponsor and the Commission. 41) STATE WAGE LAWS: The Sponsor and its subcontractors shall pay the prevailing hourly rate of wages for each craft or type of worker required to executive this project work as determined by the Department of Labor and Industrial Relations of Missouri, and they shall further comply in every respect with the minimum wage laws of Missouri. The Sponsor shall take those acts which may be required to fully inform itself of the terms of, and to comply with, any applicable state wage laws. Remainder of Page Intentionally Left Blank 8- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B IN WITNESS WHEREOF , the parties have entered into and accepted this Agreement on the last date written below . Executed by the Sponsor this ff"' day of hccmi:;?V , 20 ZO . Executed by the Commission this~ay of ~ , 201l. MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION By : -~___,· ==·_____,_~_.__j-+-1 ~-· Title : Ch ief Engineer APPR OV ED AS T O FORM : CITY OF JEFFERSON By : ,.,/ Title : m ;t~rf ATTEST: By : ~f,Q~ Title : t!t~ C~ APPROVED AS TO FORM : le: ~e~ Ordinance No . _ _6.1 ... u~OL-1 .... a...._ ___ _ if applicable) 9- DocuSign Envelope ID: 16F4074E-1790-4013-AC7F-B5BA0334229B Certificate Of Completion Envelope Id: 16F4074E17904013AC7FB5BA0334229B Status: Completed Subject: Please DocuSign: 2021-09-65866.pdf Source Envelope: Document Pages: 24 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Michelle Niles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 1860 Michael Faraday Drive Suite 100 Reston, VA 20190 michelle.niles@modot.mo.gov IP Address: 168.166.80.221 Record Tracking Status: Original 2/9/2022 11:26:16 AM Holder: Michelle Niles michelle.niles@modot.mo.gov Location: DocuSign Signer Events Signature Timestamp Carrie Tergin ctergin@jeffcitymo.org Mayor Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Pre-selected Style Using IP Address: 65.119.141.114 Sent: 2/9/2022 11:37:31 AM Viewed: 2/14/2022 8:39:39 AM Signed: 2/14/2022 8:39:50 AM Electronic Record and Signature Disclosure: Accepted: 2/14/2022 8:39:39 AM ID: e1e5b99c-bfed-40b8-a4a1-54157fb97ed7 Emily Donaldson edonaldson@jeffcitymo.org City Clerk Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Pre-selected Style Using IP Address: 65.119.141.114 Sent: 2/14/2022 8:39:52 AM Viewed: 2/14/2022 8:41:01 AM Signed: 2/14/2022 8:43:19 AM Electronic Record and Signature Disclosure: Accepted: 2/14/2022 8:41:01 AM ID: e64aff8f-e9ae-42c9-9218-d4215119bd08 Ryan Moehlman rmoehlman@jeffcitymo.org City Attorney Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Drawn on Device Using IP Address: 65.119.141.114 Sent: 2/14/2022 8:43:22 AM Viewed: 2/15/2022 8:07:47 AM Signed: 2/15/2022 8:08:22 AM Electronic Record and Signature Disclosure: Accepted: 2/15/2022 8:07:47 AM ID: dc1f2002-5b7a-42fc-b768-02732f125d8e Megan L. Waters-Hamblin Megan.Waters-Hamblin@modot.mo.gov Senior Administrative Counsel Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre-selected Style Using IP Address: 168.166.80.221 Sent: 2/15/2022 8:08:24 AM Viewed: 2/15/2022 1:39:18 PM Signed: 2/15/2022 1:53:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Eric E. Schroeter Eric.Schroeter@modot.mo.gov Assistant Chief Engineer Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre-selected Style Using IP Address: 168.166.80.221 Sent: 2/15/2022 1:53:05 PM Viewed: 2/16/2022 6:51:46 AM Signed: 2/16/2022 6:51:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pamela Harlan pamela.harlan@modot.mo.gov Secretary to the Commission Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Uploaded Signature Image Using IP Address: 168.166.80.221 Sent: 2/16/2022 6:51:56 AM Viewed: 2/16/2022 9:14:13 AM Signed: 2/16/2022 9:14:19 AM Electronic Record and Signature Disclosure: Accepted: 12/22/2021 11:42:38 AM ID: 2c664348-0ef1-42bb-97b6-7b0938b1e411 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Tara Herx Tara.Herx@modot.mo.gov Security Level: Email, Account Authentication (Optional) Sent: 2/16/2022 6:51:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Jorgensen jennifer.jorgensen@modot.mo.gov Asst Secretary to the Commission MoDOT Security Level: Email, Account Authentication (Optional) Sent: 2/16/2022 9:14:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Niles michelle.niles@modot.mo.gov Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Sent: 2/16/2022 9:14:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Amy M. Ludwig Amy.Ludwig@modot.mo.gov Administrator of Aviation Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Sent: 2/16/2022 9:14:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Eric Bowers ebowers@jeffersoncitymo.gov Security Level: Email, Account Authentication (Optional) Sent: 2/16/2022 9:14:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/9/2022 11:37:31 AM Certified Delivered Security Checked 2/16/2022 9:14:13 AM Signing Complete Security Checked 2/16/2022 9:14:19 AM Completed Security Checked 2/16/2022 9:14:24 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Missouri Highways and Transportation Commission DocuSign, Inc. Express Electronic Signature Agreement The Missouri Highways and Transportation Commission (hereinafter, Commission), acting by and through the Missouri Department of Transportation (MoDOT) is willing to provide to the Authorized Representative of the Contractor/Vendor/Consultant (Entity) who is duly authorized to act on behalf of said Entity (hereinafter you or I) and accept from you your electronically affixed authorized signature and seal, as required to validate a binding agreement between the Commission and the Entity, on all Commission/MoDOT documents, including but not limited to disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and the like, (hereinafter, Commission Documents) that are processed, generated, and exchanged by and between the Commission and you, acting on behalf of the Entity, electronically through the utilization of the DocuSign, Inc. Express (DocuSign) eSignature Application. In consideration of mutual covenants, you agree as follows: 1) You are the person duly authorized and designated by the Entity to receive, access and agree to the terms of this agreement on behalf of the Entity by clicking the Agree button below. 2) You have the authority to specifically consent and agree that the Commission, in its discretion, provide all disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and all other evidence of the transaction between the Commission and the Entity electronically (hereinafter all such documentation is referred to as electronic record(s)). 3) The email address, User ID and password authorized to access the electronic agreement via DocuSign are your own and are not shared with any other person. 4) All of the required notices and disclosures will be sent to the email address authorized through DocuSign. 5) You are duly authorized to receive electronically through DocuSign, access and act upon all electronic records, to provide all required information and electronically affix your signature and seal, as applicable, on behalf of the Entity named in such Commission Documents via DocuSign,. 6) The system through which you are accessing DocuSign and its eSignature Application meets the minimum requirements to access DocuSign, view, receive, retrieve, download, print, store, send and transmit all electronic records and any and all other communications sent to you from the Commission through the DocuSign web site. 7) All communications in electronic format from the Commission to you through DocuSign are considered in-writing. You have the ability to download and print any documents processed through DocuSign for 30 calendar days after such documents are first sent, as long as you are an authorized user of the DocuSign system. After such time, you may request copies by contacting the Commission through the Secretary to the Commission at mhtc@modot.mo.gov or by telephone at 573-751-2824. You shall print or download for your records a copy of any communication that is important to you to retain. 8) You have implemented appropriate security measures to ensure that only you have access through DocuSign to receive, access and electronically affix signatures to electronic records, as applicable, Commission/MoDOT sends to you through DocuSign. It is your sole responsibility to ensure your adequate protection, confidentiality and secrecy of the DocuSign Authentication Code, and any other user ID and/or Password combinations that may be required for you to access the DocuSign eSignature services and any disclosure thereof to any other person or Electronic Record and Signature Disclosure created on: 10/5/2016 3:40:17 PM Parties agreed to: Carrie Tergin, Emily Donaldson, Ryan Moehlman, Pamela Harlan communication thereof through unsecure medium, such as traditional electronic mail, shall be entirely at your risk. You shall be liable for any unauthorized usage of your ID/Password combination and the DocuSign Authentication Code. 9) You agree and authorize the Commission to respond to and act upon any and all transactions initiated and transmitted by you electronically through DocuSign. Any transaction initiated and transmitted by you to the Commission through DocuSign and its eSignature application shall be deemed to have been authorized by you, and the Commission is entitled to assume that the said transactions are so authorized by you and the Commission shall be protected upon acting thereon. 10) You shall be fully liable to the Commission for every transaction entered into using a valid DocuSign Authentication Code sent to you through certified mail, telephone call or Short Message Service (SMS) text, with or without your knowledge. In no event will the Commission be liable to you for any special, direct, indirect, consequential or incidental loss or damages even if you have advised the Commission/MoDOT of such possibility. The Commission shall not be liable for any misuse, if any, of any data placed on the internet by third parties hacking or accessing the application and hosting server without authorization. 11) The Entity shall take responsibility for all the transactions with the Commission conducted electronically through DocuSign and will abide by the record of the transactions generated by DocuSign or by the Commission/MoDOT through DocuSign. Further such record of transactions shall be conclusive proof and binding for all purposes and may be used as conclusive evidence in any proceedings. All records of the Commission and DocuSign, whether in electronic form, magnetic medium, documents or any other form, with respect to electronic transactions sent or received through use of DocuSign shall be conclusive evidence of such transactions and shall be binding on the Entity. 12) The Commission/MoDOT shall not be liable for any loss or damage whatsoever caused, arising directly or indirectly, in connection with the services and /or this Agreement, including without limitation any: (A) Loss of data; and (B) Interruption or stoppages to your access to DocuSign and its eSignature application and/or processing of electronic transactions due to any operational or technical difficulties/reason beyond our control for any other reason. The Commission, along with its members, employees, agents, executors, successors and assigns shall not be liable for any damages or claims or injuries arising out of or in connection with the use of DocuSign and its eSignature application or its non-use including non-availability or failure of performance, loss or corruption of data, loss of or damage to property (including profit and goodwill), work stoppage, computer failure or malfunctioning or interruption of business, error, omission, deletion, defect, delay in operation or transmission, communication line failure or for any failure to act upon electronic transaction for any cause. 13) You shall keep confidential all information, in whatever form, produced, prepared, observed or received by you to the extent that such information is confidential by law or otherwise required by the Commission. 14) This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Missouri. 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. 15) The terms of this agreement and any amendments thereafter shall remain in full force and effect for as long as DocuSign is active, or by thirty (30) days written notification by either party of their intent to cancel this agreement. By checking the I Agree button, I confirm that: 1. I am the person named in the documents to which I will electronically affix my signature; that I am authorized to sign such documents on behalf of the Entity named in the documents; that I will read and know the contents of such electronically signed documents including all exhibits attached thereto, and that the statements made therein are true, and that I will not omit any information needed to make such documents true; and that I will take appropriate security measures to insure that I have sole access to the documents sent to me by the Commission and MoDOT through the email address provided on DocuSign. 2. I and the Entity shall indemnify and save harmless the Commission, its members, employees, officers, successors, assigns, agents and representatives against any and all claims, losses, damages, costs, liabilities and expense actually incurred, suffered or paid by the Commission, its members, employees, officers, successors, assigns, agents and representatives, directly or indirectly, and also against all demands, actions, suits, proceedings made, filed, instituted against the Commission, its members, employees, officers, successors, agents and representatives in connection with, or arising out of, or relating to the Commission accepting and acting or not accepting and not acting for any reason whatsoever pursuant to, in accordance with or relying upon, data received, through DocuSign and its eSignature application you or any unauthorized use of your ID/Password combination, the DocuSign Authentication Code, or the DocuSign eSignature application. 3. I agree to the DocuSign, Inc. Express (DocuSign) Electronic Signature Agreement terms and conditions outlined above.