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Home My Public Portal About2022-07-18 packet iPad Packets: Click to open “NOTES” NOTICE OF MEETING AND CITY COUNCIL AGENDA i MONDAY, JULY 18, 2022 – 6:00 P.M. CITY COUNCIL CHAMBERS ~ JOHN G. CHRISTY MUNICIPAL BUILDING ~ 320 E. MCCARTY STREET TO JOIN VIRTUALLY: https://jeffersoncity.webex.com/jeffersoncity/j.php?MTID=m114cef44b9187eaf877043758274de6e CALL-IN PARTICIPATION AVAILABLE AT: 1-404-397-1516 MEETING NUMBER: 2485 771 9025 MEETING PASSWORD: 1234 TENTATIVE AGENDA PRAYER – Councilmember Schreiber PLEDGE OF ALLEGIANCE 1. CALL TO ORDER 2. ROLL CALL 3. ADOPTION OF AGENDA 4. MISCELLANEOUS AGENDA ITEMS 5. BUDGET UPDATE (Mayor Tergin) 6. ARPA FUNDS DISCUSSION 7. PUBLIC HEARINGS 8. APPOINTMENTS BY THE MAYOR 9. PRESENTATIONS FROM STAFF, CONSULTANTS & INVITED GUESTS 10. ANNOUNCEMENTS BY MAYOR, COUNCIL, AND STAFF a. Council Committee Meetings (Check www.jeffersoncitymo.gov meeting calendar for dates, times locations, and agendas): i. Administration ii. Finance iii. Public Safety iv. Public Works & Planning b. Citizens Police Academy Scheduled for this Fall (Police Chief Wilde) City Council Agenda – July 18, 2022 ✓ = Request to suspend rules iPad Packets: Click to open “NOTES” 2 11. PRESENTATIONS FROM THE GALLERY ON SPECIFIC BILLS OR RESOLUTIONS (All individuals will be limited to 5 minutes without exception. All presentations shall be made from the podium unless other accommodation is requested and granted.) a. Evergreen Solutions Salary Study Update b. Update by Luke Holtschneider, Jefferson City Regional Economic Partnership, and Cole County, Regarding Cole County Proposed Multimodal Transload Facility 12. CONSENT AGENDA a. Minutes of City Council Meetings: July 5 b. Authorizing a $28,000 Contract with Allstate Consultants LLC for Structural Evaluations of Five Dangerous Structures in the Capitol Ave. Area c. Authorizing a $146,180 Change Order with Aplex, Inc. to Install a Stormwater System along Jackson Street in Coordination with Construction of Athletic Facilities at the Jefferson City High School 13. BILLS INTRODUCED a. 2022-030 Authorizing Chapter 353 Tax Abatement for the Simonsen Redevelopment Project (Fitzwater) Staff: Ryan Moehlman b. 2022-031 Authorizing Chapter 100 Bonds for the Simonsen Redevelopment Project (Fitzwater) Staff: Ryan Moehlman c. 2022-032 Authorizing $500,000 of the City’s ARPA Funds to Lincoln University for the Health Science and Crisis Center Project (Wiseman) Staff: Steve Crowell d. 2022-033 Authorizing $200,000 of the City’s ARPA Funds for Fire Department Radios (Wiseman) Staff: Steve Crowell e. 2022-034 Authorizing $635,670 of the City’s ARPA Funds for Police Department Body and Car Cameras (Wiseman) Staff: Steve Crowell f. 2022-035 Authorizing $540,000 of the City’s ARPA Funds for City Facilities Projects (Wiseman) Staff: Steve Crowell g. 2022-036 Authorizing $1,000,000 of the City’s ARPA Funds for MSP Redevelopment Project (Wiseman) Staff: Steve Crowell h. 2022-037 Authorizing $325,000 of the City’s ARPA Funds for City Infrastructure and Capital Projects (Wiseman) Staff: Steve Crowell i. 2022-038 Authorizing $1,925,000 of the City’s ARPA Funds for the Hyde Park Burn Building (Hensley) Staff: Steve Crowell j. 2022-039 Authorizing $100,000 of the City’s ARPA Funds for the United Capital City Soccer Complex Project (Hensley) Staff: Steve Crowell 14. BILLS PENDING a. 2022-027 Authorizing a $550,448.95 Contract with Concrete Solutions LLC for the Adams Street Sidewalk Project (Fitzwater) Staff: Matt Morasch City Council Agenda – July 18, 2022 ✓ = Request to suspend rules iPad Packets: Click to open “NOTES” 3 b. 2022-029 Authorizing ARPA Essential Worker Payment - $2,500/Employee (Hensley) Staff: Steve Crowell 15. INFORMAL CALENDAR a. 2022-009 Substitute - Authorizing a Salary Adjustment for all City Employees with the Exception of Police Officers Covered by the FOP Labor Agreement and the City Administrator (Wiseman) Staff: Steve Crowell (Expires after September 6, 2022 City Council Meeting) i. 2022-009 Substitute #2 (Wiseman) Staff: Steve Crowell 16. RESOLUTIONS a. RS2022-16 Approving a Proposal for CDBG-Disaster Recover Funds (Fitzwater) Staff: Sonny Sanders 17. PRESENTATIONS FROM THE GALLERY ON OTHER TOPICS – (All individuals will be limited to 3 minutes without exception. All presentations shall be made from the podium unless other accommodation is requested and granted.) 18. COUNCIL AND STAFF DISCUSSION OF PRESENTATION TOPICS 19. NEW BUSINESS 20. APPROVE JULY 5, 2022 CLOSED SESSION MINUTES 21. UNFINISHED BUSINESS 22. ADJOURN i Individuals should contact the ADA Coordinator at (573) 634 -6570 to request accommodations or alternative formats as required under the Americans with Disabilities Act. Please allow three business days to process the request. NOTICE OF MEETING AND CITY COUNCIL AGENDAi CITY COUNCIL WORK SESSION City of Jefferson, Missouri 320 E. McCarty St. City Council Chambers MONDAY, JULY 18, 2022 5:45 P.M. AGENDA 1. Discussion of July 18, 2022 City Council Meeting Agenda Items 2. Adjournment i Individuals should contact the ADA Coordinator at (573) 634-6570 to request accommodations or alternative formats as required under the Americans with Disabilities Act. Please allow three business days to process the request. CITY COUNCIL “PRE-MEETING” WORK SESSION, JULY 5, 2022 CALL TO ORDER Mayor Carrie Tergin called the July 5, 2022 City Council “Pre-Meeting” to order at 5:46 P.M. to review the agenda. ATTENDANCE The following Councilmembers were present when the meeting convened: Present: Deeken, Hensley (via WebEx), Kemna, Lester, Schreiber, Spencer, Spicer, and Ward Absent: Fitzwater and Wiseman DISCUSSION OF AGENDA ITEMS Councilmember Spencer will lead the prayer. Miscellaneous - Britt Smith, Public Works Operations Director, will be recognized as recently elected President of the National Society of Professional Engineers. - Mayor Tergin will recognize the passage of HB1606 pertaining to Heritage Clause. ARPA Funds Discussion - The discussion will kick off with those signed up to speak for the Salvation Army. - Councilmember Hensley will continue the ARPA funds discussion. Consent Agenda - There were no questions at this time. Bills Introduced - City Staff presented their introduced bills. Councilmember Fitzwater arrived to the meeting at 5:48 P.M. Councilmember Wiseman arrived to the meeting at 5:50 P.M. Bills Pending - City Staff presented their pending bills. Resolutions - City Staff presented their resolutions. ADJOURNMENT The meeting adjourned at 5:59 P.M. 1 REGULAR COUNCIL MEETING, JULY 5, 2022 CALL TO ORDER Mayor Carrie Tergin called the July 5, 2022 City Council meeting to order at 6:01 P.M. ROLL CALL The f ollowing Councilmembers were present for roll-call: Present: Deeken, Fitzwater, Hensley (via WebEx), Kemna, Lester, Schreiber, Spencer, Spicer, W ard, and Wiseman Absent: None ADOPTION OF THE AGENDA Councilmember Ward motioned and Councilmember Wiseman seconded the motion to adopt the agenda. The motion passed unanimously. MISCELLANEOUS AGENDA ITEMS Britt Smith, Public Works Operations Director was recognized for recently being elected as President of the National Society of Professional Engineers. Mayor Tergin recognized City Attorney Ryan Moehlman and Sherry Doctorian, the City of Jefferson’s lobbyist from Armstrong Teasdale LLP, for assisting in the passage of HB1606 related to the Heritage Clause. ARPA FUNDS DISCUSSION Mayor Tergin opened the discussion by welcoming those signed up to speak. Alan Mudd, Brian Vogeler, and Major Sarah Windell spoke on behalf of Salvation Army and the Center of Hope. In addition to their ARPA funds request to the City, Mr. Mudd expressed the emergency need for air conditioners at Salvation Army. Finance Chair Councilmember Hensley and City Councilmembers continued the discussion referencing the 2-phase framework spreadsheet which was approved in draft form at the June 27th City Council Special Session meeting. The attached spreadsheet represents the following ARPA Funds motions. MOTION #1 Councilmember Fitzwater motioned and Councilmember Wiseman second the motion to amend the spreadsheet, eliminating the Special Learning Center ($100,000), Habitat for Humanity ($100,000) and Boys & Girls Club ($100,000) allocations. The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Schreiber, Spencer, Spicer, and W iseman Nay: Hensley, Kemna, Lester, and Ward 2 REGULAR COUNCIL MEETING, JULY 5, 2022 MOTION #2 Councilmember Fitzwater motioned and Councilmember Wiseman second the motion to amend the spreadsheet, adding the Convention & Visitors Bureau ($175,000) and Downtown Improvements (as a reimbursement with a City match - $150,000) allocations. The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and W iseman Nay: None MOTION #3 Councilmember Lester motioned to amend the spreadsheet , adding solar panels for Fire Station #3. There was no second to the motion at this time. Fire Chief Matt Schofield stated that City Staff was getting updated costs for solar panels. MOTION #4 Councilmember Spencer motioned and Councilmember Spicer seconded the motion to amend the spreadsheet, adding a City performance efficiency study ($150,000) allocation. The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and W iseman Nay: None MOTION #5 Councilmember W iseman motioned and Councilmember Ward seconded the motion to approve and direct Staff to draft a budget ordinance authorizing the following items: • Fire radios (Public Safety Tax Reimbrusement) $200,000 • PD body and car cameras (Public Safety Tax Reimbursement) $635,670 • “City Facilities” 1, 2, 3, 5, 6 from City Administrator’s Potential Project List ($540,000) • Infrastructure & Capital Projects ($1,325,000) • Lincoln University local match ($500,000) The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and W iseman Nay: None MOTON #6 Councilmember Hensley motioned and Councilmember Schreiber seconded the motion to approve and direct Staff to draft a budget ordinance authorizing the Hyde Park burn 3 REGULAR COUNCIL MEETING, JULY 5, 2022 building (up to $1,925,000) and the Soccer Complex ($100,000). The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and W iseman Nay: None PUBLIC HEARINGS There were no public hearings at this time. APPOINTMENTS BY THE MAYOR There were no appointments at this time. PRESENTATIONS FROM STAFF, CONSULTANTS & INVITED GUESTS There were no presentations at this time. ANNOUNCEMENTS BY MAYOR, COUNCIL, AND STAFF City Council committee announcements: • Committee on Administration – The next meeting is Wednesday, August 3rd, 7:30 A.M. in the Boone-Bancroft Room. • Finance Committee – There were no updates at this time. • Public Safety Committee – The next meeting is July 28th, 7:30 A.M. in the Police Training Room. • Public Works & Planning Committee – The next meeting is July 14th, 7:30 A.M. in the Boone-Bancroft Room. • Organizational Study Scope of Services Meeting – The next meeting is July 8th, 1:00 P.M. in the Boone-Bancroft Room. Mayor’s announcements: • Mayor Tergin thanked everyone who made the Salute to America festival a successful event this year. Mayor Tergin watched the festival fireworks with a small group on Adrian’s Island. The group consisted of those who played an integral role in the development of the Bicentennial Bridge and Deborah Cooper Park. • Firefighters Local 671 Annual Golf Tournament fundraiser is August 5 th. Tickets and sponsorship opportunities are now available. • The Guns and Hoses hockey match is August 27th. Tickets and sponsorship opportunities are now available. • Councilmember Schreiber thanked the Naughts and Bushmans for their personal sponsorships of the Salute to America festival. 4 REGULAR COUNCIL MEETING, JULY 5, 2022 PRESENTATIONS FROM THE GALLERY ON SPECIFIC BILLS OR RESOLUTIONS There were no presentations at this time. CONSENT AGENDA a. Minutes of City Council Meetings: June 21 and June 27 b. Awarding Bid IFB4047 to Cole County Industries and Farmer’s Concrete for Purchase of Concrete and Concrete Products c. Awarding Bid IFB4045 to Independent Salt Company for Purchase of Sodium Chloride d. Declaring Certain City-Owned Personal Property Surplus and Authorizes the Disposition by Sale through Auction – Three Police Vehicles Councilmember Lester motioned and Councilmember Ward seconded the motion to approve the above items on the Consent Agenda. The motion passed unanimously. BILLS INTRODUCED 2022-027 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CONCRETE SOLUTION LLC, IN THE AMOUNT OF FIVE-HUNDRED FIFTY-THOUSAND, FOUR- HUNDRED FORTY-EIGHT DOLLARS AND NINETY-FIVE CENTS FOR THE ADAMS STREET SIDEWALK 2022 PROJECT. 2022-028 sponsored by Councilmember Schreiber AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, TO ENTER INTO A CONTRACT WITH COMMAND FIRE APPARATUS. Councilmember Schreiber requested to suspend the rules and take up bill 2022-028 for third reading and passage. With no objection, bill 2022-028 was third read by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16225: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-029 sponsored by Councilmember Hensley AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING AN ESSENTIAL WORKER PAYMENT AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENTALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. 5 REGULAR COUNCIL MEETING, JULY 5, 2022 BILLS PENDING 2022-017 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 32, SECTION 230. Bill 2022-017 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16236: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-018 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, SECTION 8-2 AND SECTION 8-3 BY REPLACING THE ADOPTION OF THE NATIONAL ELECTRICAL CODE 2014 AND AMENDMENTS TO THE NATIONAL ELECTRICAL CODE 2014 BY THE ADOPTION OF NFPA 70, NATIONAL ELECTRICAL CODE, 2017 EDITION. Bill 2022-018 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16237: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-019 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, SECTION 8-4 AND SECTION 8-5 BY REPLACING THE ADOPTION OF THE INTERNATIONAL PLUMBING CODE 2015 AND AMENDMENTS TO THE INTERNATIONAL PLUMBING CODE 2015 BY ADOPTION OF THE 2018 INTERNATIONAL PLUMBING CODE. Bill 2022-019 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16238: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-020 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, ARTICLE I, SECTION 8-6, SECTION 8-7, SECTION 8-8, AND SECTION 8-9 BY REPLACING THE ADOPTION OF THE 2015 INTERNATIONAL MECHANICAL CODE AND 2015 INTERNATIONAL FUEL GAS CODE BY ADOPTION 6 REGULAR COUNCIL MEETING, JULY 5, 2022 OF THE 2018 INTERNATIONAL MECHANICAL CODE AND 2018 INTERNATIONAL FUEL GAS CODE. Bill 2022-020 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16239: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-021 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, ARTICLE I, SECTION 8-10, AND SECTION 8-11 BY INSERTING THE ADOPTION OF THE 2018 INTERNATIONAL ENERGY CONSERVATION CODE AND AMENDMENTS TO THE 2018 INTERNATIONAL ENERGY CONSERVATION CODE. Bill 2022-021 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16240: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-022 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, ARTICLE II, SECTION 8-18, SECTION 8-19, SECTION 8-21, SECTION 8-22, SECTION 8-23, SECTION 8-24, SECTION 8-25, AND SECTION 8-26 BY REPLACING THE ADOPTION OF THE 2015 INTERNATIONAL BUILDING CODE, 2015 INTERNATIONAL RESIDENTIAL CODE, 2015 INTERNATIONAL EXISTING BUILDING CODE, AND 2015 INTERNATIONAL SWIMMING POOL AND SPA CODE AND THEIR AMENDMENTS BY ADOPTION OF THE 2018 INTERNATIONAL BUILDING CODE, 2018 INTERNATIONAL RESIDENTIAL CODE, 2018 EXISTING BUILDING CODE, AND 2018 INTERNATIONAL SWIMMING POOL AND SPA CODE AND AMENDMENTS. Bill 2022-022 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16241: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-023 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 8, SECTION 8-49 AND SECTION 8-50 BY REPLACING THE 7 REGULAR COUNCIL MEETING, JULY 5, 2022 ADOPTION OF THE 2015 INTERNATIONAL PROPERTY MAINTENANCE CODE AND AMENDMENTS TO THE 2015 INTERNATIONAL PROPERTY MAINTENANCE CODE BY ADOPTION OF THE 2018 INTERNATIONAL PROPERTY MAINTENANCE CODE. Bill 2022-023 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16242: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-024 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING THE CITY CODE, CHAPTER 13, ARTICLE III, SECTION 13-42 AND SECTION 13-43 BY REPLACING THE ADOPTION OF THE 2015 INTERNATIONAL FIRE CODE AND AMENDMENTS TO THE 2015 INTERNATIONAL FIRE CODE BY ADOPTION OF THE 2018 INTERNATIONAL FIRE CODE. Bill 2022-024 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16243: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-025 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH MID-MISSOURI EARTH MOVERS, L.L.C., FOR THE DEMOLITION OF THE DANGEROUS STRUCTURES LOCATED AT 109 ADAMS, 113 ADAMS, 401 E CAPITOL, 407 E CAPITOL, 409 E CAPITOL, 419 E CAPITOL, AND 410/416 E CAPITOL. Bill 2022-025 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16244: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None 2022-026 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH AHRENS CONTRACTING, INC., FOR THE DEMOLITION OF THE DANGEROUS STRUCTURES LOCATED AT 413 E CAPITOL, 517 E CAPITOL, AND 415 COMMERCIAL WAY. 8 REGULAR COUNCIL MEETING, JULY 5, 2022 Bill 2022-026 was read third time by title, placed on final passage, and passed by the following roll-call vote as Ordinance 16245: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None Substitute 2022-009 sponsored by Councilmember Wiseman AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING A SALARY ADJUSTMENT, AS OUTLINED IN EXHIBIT B, AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENTALLY APPROPRIATING FUNDS WITHIN THE VARIOUS CITY FUNDS OUTLINED IN EXHIBIT A. There was considerable discussion between City Councilmembers and City Staff. Firefighters Local 671 President James Noah spoke in favor of the bill. Councilmember Wiseman, sponsor of the bill, placed the bill on the informal calendar. INFORMAL CALENDAR There were no bills on the informal calendar at this time. RESOLUTIONS RS2022-13 sponsored by Councilmember Lester A RESOLUTION APPROVING A REAL ESTATE AGREEMENT BETWEEN THE HOUSING AUTHORITY AND THE CITY Ryan Moehlman, City Attorney, presented the resolution. Councilmember Lester motioned to adopt RS2022-13. Councilmember Ward seconded the motion. The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None RS2022-14 sponsored by Councilmember Fitzwater A RESOLUTION AUTHORIZING THE CITY OF JEFFERSON TO APPLY FOR THE TRANSPORTATION ALTERNATIVES PROGRAM (TAP) GRANT Matt Morasch, Public Works Director, presented the resolution. Councilmember Fitzwater motioned to adopt RS2022-14. Councilmember Ward seconded the motion. The motion passed by the following roll-call vote: 9 REGULAR COUNCIL MEETING, JULY 5, 2022 Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None RS2022-15 sponsored by Councilmember Fitzwater A RESOLUTION AUTHORIZING THE CITY OF JEFFERSON TO APPLY FOR THE TRANSPORTATION ALTERNATIVES PROGRAM (TAP) GRANT Matt Morasch, Public Works Director, presented the resolution. Councilmember Fitzwater motioned to adopt RS2022-15. Councilmember Lester seconded the motion. The motion passed by the following roll-call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None PRESENTATIONS FROM THE GALLERY ON OTHER TOPICS There were no presentations at this time. COUNCIL AND STAFF DISCUSSION OF PRESENTATION TOPICS There was no discussion at this time. NEW BUSINESS Councilmember Deeken requested an update on the bill related to offering free bus fare for a limited time. City Staff reminded Mr. Deeken of the decision made by City Council at the June 21st City Council meeting to send the bill back to the committee for review. Councilmember Spencer requested an update on the redistricting lawsuit. City Attorney Ryan Moehlman anticipated the judge’s decision on the case in early late summer or early fall. A briefing was filed by the plaintiff last week. The City has three weeks to respond. CLOSED SESSION Pursuant to Sec. 610.021 of the Revised Statutes of Missouri, Mayor Tergin entertained a motion to go into Closed Session to discuss the following: Operational guidelines, policies and specific response plans developed, adopted, or maintained by any public agency responsible for law enforcement, public safety, first response, or public health, et al. [Sec. 610.021(18)] 10 REGULAR COUNCIL MEETING, JULY 5, 2022 A motion was made by Councilmember Ward to go into Closed Session for the above- stated reasons, seconded by Councilmember Spicer and approved by the following roll- call vote at 9:30 P.M.: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Nay: None RECONVENE IN OPEN SESSION Following the Closed Session, the City Council reconvened in Open Sessio n at 9:39 P.M. with the following Councilmembers present: Present: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Spicer, Ward, and Wiseman Absent: None UNFINISHED BUSINESS There was no unfinished business at this time. ADJOURNMENT A motion to adjourn was made by Councilmember Wiseman, seconded by Councilmember Schreiber, and approved unanimously at 9:40 P.M. $7,586,581.00 available ARPA funding Phase 1: APPROVED 790,917 Stormwater improvements (committed) PENDING 1,075,000 Essential worker payment ($2,500 per employee, all city employees) APPROVED 200,000 Fire radios (Public Safety Tax reimbursement) APPROVED 635,670 PD body and car cameras (Public Safety Tax reimbursement) APPROVED 540,000 "City Facilities" 1,2,3,5,6 from City Administrator's Potential Project List Police station locker room renovation (ADA) - 150,000 Door access system - 100,000 Police station elevator replacement - 200,000 Fire: retrofit fire sprinkler station 5 - 38,335 Fire: retrofit fire sprinkler station 1 - 48,905 APPROVED 1,925,000 Hyde Park burn building (grant funding available?) APPROVED 1,000,000 MSP Redevelopment Project Set Aside PROPOSED 325,000 Infrastructure & Capital Projects (Includes 247,000 to fund removed overlay projects) APPROVED 500,000 Lincoln University local match CUT -100,000 Special Learning Center APPROVED 100,000 Soccer complex CUT -100,000 Habitat for Humanity CUT -100,000 Boys & Girls Club PROPOSED 175,000 CVB Lost revenue PROPOSED 150,000 Downtown Association Planter Matching Funds PROPOSED 150,000 Organizational Review Study Set Aside APPROVED TOTAL AS OF JULY 5, 2022: $5,691,587 PENDING TOTAL:1,075,000 PROPOSED TOTAL:800,000 $7,566,587 (Would leave $19,994 unallocated) Phase 2:Estimated available funding 19,994 Uncommitted from Phase 1 835,670 Public Safety Tax reimbursements unknown State DED / Federal Grants / Other matching funds Est. 1,500,000 Proposed Phase 2 Uses: 911 Center and street improvements CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item 8 SUBJECT: Authorizing a $28,000 Contract with Allstate Consultants LLC, for Structural Evaluations of Five Dangerous Structures Located in the Capitol Ave. Area DATE CONSIDERED: July 18, 2022 ~ .~ ·. DEPARTMENT DIRECTOR(S): . ~;(~ CITY ADMINISTRATOR:~ /~ This item will authorize a contract with Allstate Consultants LLC for $28,000 for the structural evaluation of five dangerous structures located in the Capitol Ave area. Funding for the evaluations will come from Historic Preservation Fund Grant 1 0-530- 550033. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid RFSQ4050 -Structural Assessment Planning and Protective Services -Opened July 1, 2022 RECOMMENDATION: Staff recommends the award of the request for qualifications RFSQ4050 for the structural assess ment of the following properties to AllState Con sultants of Columbia, Missouri: 413 E Capitol Ave, 419 E Capitol Ave, 429 E Capitol Ave, 517 E Capitol Ave, and 114 Jackson St. This bid was evalu ated by a committee approved by the C ity Administrator and was awarded to the most qualified vendor. The contract amount is for a not-to-exceed amount of $28,000.00. BIDS RECEIVED: A llState Consultants, Columbia, MO MECO Engineering Company, Inc., Hannibal, MO This bid was posted on Bonfire. Bid notifications were sent to 737 vendors of which 31 were recommended vendors by the Department. FISCAL NOTE: Expended or Account Number Description FY 2022 Encumbered Bid Amount Balance Budget Amount HPF Grant-Structural Survey-Pla nn ing and 10-530-550033 Protective Services $28,000.00* $0.00 $28,000.00 $0.00 Bid Total $28,000.00 *Springbrook currently shows zero fund s avail ab le. Acceptance of grant fund s ($28 ,000) has been approved by City Council. Depattment will s ubmit paperwork to Finance to move funds into the account. ATTACHMENTS -SUPPORTING DOCUMENTATION Signature: & vf. a ~ PurchtSing Ag(;nt~3/22 J EYr ERS O £\ RFSQ4050-06/22 -Structural Assessment Scoring Summary Active Submissions I I Experience and ! . l T tal · · T h . 1 . 1 Capac1ty and 1 Past Record of ' Competence l apa • •ty e ormance --··--··---·--· -., _______ J ___ ---~-·--------· ·---·--I o ec mea . C b"l " 1 p rf Supplier /1 00 pts · ! I 35 pts · ! I 30 pts I 35 pts Allstate Consultants MECO Engineering Company, Inc. 95.2 90.4 33 .6 28 31 .2 27 .6 Generated on Ju l 13 , 2022 8:56AM CO T-Le ig h Ann Corrigan Page 1 of 1 33.6 31 .6 CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES 1 THIS CONTRACT, made and entered into the date last executed by a party as indicated below, by and between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter referred to as "City", and Allstate Consultants, L.L.C., hereinafter referred to as "Contractor". WITNESSETH: THAT WHEREAS, the City desires to engage the Contractor to render certain services for structural engineering services for five (5) properties, hereinafter described in Exhibit A. WHEREAS, Contractor has made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Contractor for the performance of services by the Contractor. NOW THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Contractor as follows: 1. Scope of Services. Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for structural engineering services for five (5) properties, as set forth in Exhibit A. In the event of a conflict between this agreement and any attached exhibits, the provisions of this agreement shall govern and prevail. 2. Payment. The City hereby agrees to pay 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 an Agent of the City of Jefferson, and in accordance with the rates and/or amounts stated in the bid of Contractor dated July 12, 2022, which are by reference made a part hereof. No partial payment to Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. The total amount for services rendered under this contract shall not exceed Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00). 3. Term. This contract shall commence on the date last executed by a party as indicated below. The Contractor shall perform such as set forth in Exhibit A, no later September 30, 2022. 4. Additional Services. The City may add to Contractor services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 2 hereof. The Contractor shall undertake such changed activities only upon the direction of the City. All such directives and changes shall be in written form and approved by the City and shall be accepted and countersigned by the Contractor or its agreed representatives. 5. Personnel to be Provided. The Contractor represents that Contractor has or will secure at its expense all personnel required to perfonn the services called for under this contract by the Contractor. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Contractor. All of the services required hereunder will be performed by the Contractor or under the Contractor's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 2 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. 7. Independent Contractor. The Contractor is an independent contractor and nothing herein shall constitute or designate the Contractor or any of its employees as agents or employees of the City. 8. Benefits not Available. The Contractor shall not be entitled to any of the benefits established for the employees of the City and shall not be covered by the Workmen's Compensation Program of the City. 9. Nondiscrimination. The Contractor agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of Contractor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 10. Illegal Immigration. Prior to commencement of the work: a. Contractor shall, by sworn affidavit and provision 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. c. If Contractor is a sole proprietorship, partnership, or limited partnership, Contractor shall provide proof of citizenship or lawful presence of the owner. 11. Notice to Proceed. The services of the Contractor shall commence upon execution of this Agreement, and shall be undertaken and completed in accordance with the schedule contained in Exhibit A. 12. Termination. If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations under this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The City reserves the right to terminate this contract for convenience by giving at least fourteen ( 14) days prior written notice to Contractor, without prejudice to any other rights or remedies of the City, provide Contractor shall be entitled to payment for all work completed by Contractor through the date of termination. The Contractor may with cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Contractor under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Contractor. 3 13. Waiver of Breach. 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. 14. 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. In the event that the City successfully enforces the terms of this contract through litigation, the City shall be entitled to receive, in addition to any other relief, its reasonable attorney's fees, expenses and costs. 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. Assignment. The Contractor shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 17. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Contractor without charge by the City, and the City shall cooperate with the Contractor in every reasonable way in carrying out the scope of services. The Contractor shall not be liable for the accuracy of the information furnished by the City. 18. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Contractor under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without prior written approval of the City. 19. Indemnity. To the fullest extent permitted by law, the Contractor will defend, indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense (I) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom and (2) is caused in whole or in part by any negligent act or omission of contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph. 20. Insurance. Contractor shall provide, at its sole expense, and maintain during the term of this agreement commercial general liability insurance with a reputable, qualified, and financially sound company licensed to do business in the State of Missouri, and unless otherwise approved by the City, with a rating by Best of not less than "A," that shall protect the Contractor, the City, and the City's officials, officers, and employees 4 from claims which may arise from operations under this agreement, whether such operations are by the Contractor, its officers, directors, employees and agents, or any subcontractors of Contractor. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from all Contractor operations, products, services or use of automobiles, or construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual Aggregate; provided that nothing herein shall be deemed a waiver of the City's sovereign immunity. An endorsement shall be provided which states that the City is named as an additional insured and stating that the policy shall not be cancelled or materially modified so as to be out of compliance with the requirements of this section, or not renewed without 30 days advance written notice of such event being given to the City. 21. Documents. Reproducible copies of tracings and maps prepared or obtained under the terms of this contract shall be delivered upon request to and become the property of the City upon termination or completion of work. Copies of basic survey notes and sketches, charts, computations and other data prepared or obtained under this contract shall be made available, upon request, to the City without restrictions or limitations on their use. When such copies are requested, the City agrees to pay the Contractor its costs of copying and delivering same. 22. Books and Records. The Contractor and all subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this contract, and shall make such materials available at their respective offices at all reasonable times during the contract and for a period of three (3) years following completion of the contract. 23. Nonsolicitation. The Contractor warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this contract, and that they have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 24. Delays. That the Contractor shall not be liable for delays resulting from causes beyond the reasonable control of the Contractor; that the Contractor has made no warranties, expressed or implied, which are not expressly set forth in this contract; and that under no circumstances will the Contractor be liable for indirect or consequential damages. 25. Amendments. This contract may not be modified, changed or altered by any oral promise or statement by whosoever 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 changes or modifications that were not properly authorized. 26. Federal Terms. This work is being paid for with federal funds and is therefore subject to the Special Conditions and Federal Terms and Conditions set forth as Attachments A and B. 27. 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 5 thi s contract, th e C ity s ha ll be e ntitl ed to recover it s attorn ey's fees and expe nses in c urre d in s uch action. 28. Notices. All n otices required or pe rmitted hereinunde r and required to be in w riting may b e g ive n by fir s t c lass mail addressed to the fo llo w in g a ddresses. The date a nd d e li very of an y notice s ha ll be the date falling on th e second full da y after the day of its m a ili ng. If to the C itv: C ity of Jeffe rson Department of Law 320 East McCar ty Street Jefferson C ity, Missouri , 6510 I CITY OF JEFFERSON, MISSOURI Car r ie Te rg in , Mayor Date : ----- ATTEST: C ity C le rk A PPROV E D AS TO FORM: C ity ~tto rn I If to the Contractor: A ll s tate Cons ultants Attn: Dave Weber, PE, SE 33 12 LeMone Indu s trial B lvd Columbia, MO 6520 I ALLSTATE CONSULTANTS, L.L.C. Title: Date: ---- ATTEST: Title: 6 EXHIBIT A-SCOPE OF WORK Page 1 of 2 \\bs01\projects\2022\22097.02 - Dangerous Buildings\JC EF Proposal #4050.docx July 12, 2022 City of Jefferson Office of the Purchasing Agent 320 East McCarty Street, Room 202 Jefferson City, MO 65101 Re: Jefferson City Dangerous Buildings – Proposal Structural Survey Project No. 4050 Locations: 413 E. Capitol Ave. Jefferson City, MO 65101 419 E. Capitol Ave. Jefferson City, MO 65101 429 E. Capitol Ave. Jefferson City, MO 65101 517 E. Capitol Ave. Jefferson City, MO 65101 114 Jackson St. Jefferson City, MO 65101 Dear Mr. Helmick: We would like to propose a cost for structural engineering services for the aforementioned project. All of the work completed by our firm on this project will be billed on an hourly basis. Please see the attached Addendum A for our Standard Terms and Conditions as well as our hourly rates. The following are understood items of project scope. 1. A walk-through structural evaluation of each of the buildings (five) will be conducted. The evaluations will identify items of concern that are visually observed and will determine the overall condition of the buildings. 2. The walk-through structural evaluation of the buildings will involve one site visit (per building) by a licensed Professional Engineer with primary experience in structural engineering. The engineer will be accompanied by an assistant. These site visits may include the acquisition of pictures and limited measurements. Unless specifically noted, no invasive methods will be used or calculations made in evaluating the structure s. 3. Our firm will determine if the structures are dangerous and other potential hazards that may exist due to the condition of the buildings. 4. Our firm will provide an estimated cost to repair the structures verses the actual value of the structures. 5. Our firm will provide a report identifying the issues that were observed during the walk-through evaluation. The report is intended to address structural issues with the buildings. The report should not be interpreted as a general, comprehensive evaluation of the structure(s) as a whole. 6. The anticipated project completion date and submission of the reports would be no later than September 30, 2022. 7. Our firm will be present during one public meeting following the submission of the reports. Estimated fee for Individual Building Reports (each)..……………………………………….$5,600.00 Not-to-Exceed fee for all Reports (5 buildings)……….…………………………….……….$28,000.00 The walk-through evaluations do not include system calculations, design, or repair options. A supplemental proposal for additional engineering services can be submitted following our initial evaluation. Please let me know if you need any more information. We look forward to beginning work after your acceptance of this proposal. Respectfully, Allstate Consultants LLC D)CaJW- Dave Weber, PE, SE Principal/Engineer Purchasing Agent City of Jefferson Date Page 2 of 2 \\bs01\projects\2022\22097.02-Dangerous Buildings\JC EF Proposal #4050.docx ADDENDUM A – STANDARD TERMS AND CONDITIONS Scope of Service: The Client (you) and the Consultant (Allstate Consultants LLC) have agreed to a list of services the Consultant will provide to the Client as set forth in this agreement. If agreed to in writing by the Client and the Consultant, the Consultant shall provide Additional Services. Additional Services are not included as part of the Scope of Services and shall be paid for by the Client in addition to payment for the services included. Payment for Additional Services will be made by the Client, in accordance with the Consultant's prevailing fee schedule, as provided below. Any services not set forth in this agreement are specifically excluded and Consultant assumes no responsibility for those services. Directing the Consultant to proceed with services is an acceptance of this proposal. Fee: A Fixed fee, if stated, shall constitute the total compensation due. A Percentage fee, if stated, shall be calculated on the basis of the total cost of the work designed and specified by the Consultant. An Estimated fee, if stated, will be calculated on an hourly basis, and the estimate shall not be exceeded by more than twenty percent without written approval of the Client. A Not-To-Exceed fee, if stated, will be calculated on an hourly basis, and will not be exceeded without prior written approval of the Client. An Hourly fee, if stated, will be based on the actual hours expended on the project and will be calculated on an hourly basis. Hourly Rate: Where the fee is to be calculated on an hourly basis, the rates shall be as follows: PRINCIPAL ................................................................................................................... $190.00 ENGINEER III ............................................................................................................... $160.00 ENGINEER II ................................................................................................................ $150.00 ENGINEER I ................................................................................................................. $130.00 WATER QUALITY SCIENTIST III .................................................................................... $150.00 WATER QUALITY SCIENTIST II ..................................................................................... $120.00 WATER QUALITY SCIENTIST I ........................................................................................ $80.00 PROJECT SCIENTIST III ............... ……………………………………………………………………………….$145.00 INVESTIGATIVE ENGINEER III ...................................................................................... $235.00 INVESTIGATIVE ENGINEER II ....................................................................................... $210.00 INVESTIGATIVE ENGINEER I ........................................................................................ $180.00 TECHNICIAN VI/SURVEYOR III ..................................................................................... $140.00 TECHNICIAN V/SURVEYOR II ....................................................................................... $130.00 TECHNICIAN IV/SURVEYOR I/SENIOR PROJECT MANAGER ..... ………………………………….$115.00 TECHNICIAN III/PROJECT MANAGER I ........................................................................... $95.00 TECHNICIAN II ............................................................................................................... $80.00 TECHNICIAN I ................................................................................................................ $60.00 TECHNICIAN .................................................................................................................. $40.00 CREW (1 MAN) ........................................................................................................... $140.00 CREW (2 MEN) ............................................................................................................ $170.00 CREW (3 MEN) ............................................................................................................ $195.00 INVESTIGATOR IV........................................................................................................ $140.00 INVESTIGATOR III ........................................................................................................ $125.00 INVESTIGATOR II ......................................................................................................... $100.00 INVESTIGATOR I ............................................................................................................ $80.00 EXPERT TESTIMONY II ................................................................................................. $380.00 EXPERT TESTIMONY I .................................................................................................. $250.00 DRILL RIG CREW (2 MEN)……………………………………………………………………………………….…$173.00 DRILL RIG CREW WITH GROUTER (2MEN)…………………………………………………………………$194.00 GPS RECEIVERS (PER UNIT) .................................................................................. $175.00/day TRAFFIC COUNTERS (PER UNIT) ........................................................................... $195.00/day ATV (PER UNIT) .................................................................................................... $140.00/day MILEAGE ..................................................................................................................... IRS Rate EXPENSES (Lodging, Meals, Printing, Research, & etc.) ......................................... Actual Cost Annual Rate Increase: Rates may be adjusted annually or periodically. Adjusted rates will be incorporated and billed into applicable agreements and contracts. Reimbursable Expenses: The Client shall reimburse the Consultant for direct expenses incurred during performance of the service, including printing charges, taxes, mileage, public transportation cost, tolls, permit fees, equipment rentals, meals, lodging, and other miscellaneous expenses. Billing/Payments: Statements for the Consultant’s services shall typically be submitted on a monthly basis and at the completion of the project. Statements shall be due upon receipt and payable within 30 days after their date. Payments shall not be contingent upon any other payments to the Client by others. If not paid within 30 days, the Consultant may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of all services. Payments to the Consultant shall not be withheld, postponed or made contingent on the construction, completion or success of the project. No withholdings, deductions or offsets shall be made from the Consultant’s compensation for any reason. Retainer: A retainer or advance deposit may be required for the amount stated in this Agreement. If required, the Client shall pay the Consultants prior to our commencement of services. The client has agreed to pay our monthly invoices on a current basis and the retainer shall be applied to the outstanding balance upon the conclusion of our services or, at our option, to satisfy delinquent monthly statements. We reserve the right to request further reasonable deposits if the initial payment is used to satisfy prior invoices. Any unused portion of the deposit will be refunded at the conclusion of the services. Termination of Services: The Agreement may be terminated by the Client or the Consultant after seven days written notice should the other fail to perform its obligation hereunder. In the event of termination, the Client shall pay the Consultant for all services rendered to the date of termination, all reimbursable expenses, and termination expenses. Access to Site: Unless otherwise stated, the Consultant will have access to the site for activities necessary for the performance of the services. The Consultant will take precautions to minimize damage due to these activities but have not included in the fee the cost of restoration of any resulting damage. Code Compliance: The Consultant shall exercise usual and customary professional care in its efforts to comply with applicable laws, codes and regulations in effect as of the date of this agreement. Design changes made necessary by newly enacted laws, codes and regulations after this date shall entitle the Consultant to a reasonable adjustment in the schedule and additional compensation in accordance with the Scope of Service provisions of this Agreement. Assignment: Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest in this Agreement, including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to subconsultants, normally contemplated by the Consultant as a generally accepted business practice, shall not be considered an assignment for purposes of this Agreement. Certification/Guarantee & Warranty: The Consultant shall not be required to sign any documents, no matter by whom requested, that would result in the Consultant's having to certify, guarantee or warrant the existence of conditions whose existence the Consultant cannot ascertain. The Client also agrees not to make resolution of any dispute with the Consultant or payment of any amount due to the Consultant in any way contingent upon the Consultant's signing any such certification. Consequential Damages: Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor the Consultant, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. Construction Observation: The Consultant may visit the site at intervals appropriate to the stage of construction, or as otherwise agreed to in writing by the Client and the Consultant, in order to observe the progress and quality of the Work completed by the Contractor. The Consultant shall not supervise, direct or have control over the Contractor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor nor for the Contractor's safety precautions or programs in connection with the Work. Dispute Resolution: In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and the Consultant agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation. If the dispute or any issues remain unresolved after good faith mediation by both parties, the parties agree to attempt resolution by submitting the matter to a court of competent jurisdiction. Applicable Laws: Unless otherwise specified, this agreement shall be governed by the laws of the State of Missouri. Presence of Hazardous Materials: The Client agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, partners, employees and subconsultants (collectively, Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of the Consultant. Indemnification: The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Consultant's negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Consultant is legally liable. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Information Provided by Others: The Client shall furnish, at the Client's expense, all information, requirements, reports, data, surveys, existing plans/specifications, existing geotechnical reports, and instructions required by this Agreement. The Consultant may use such information in performing its services and is entitled to rely upon the accuracy and completeness thereof. The Consultant shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the Client and/or the Client's consultants and contractors. Limitation of Liability: In recognition of the relative risks and benefits of the Project to both the Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Consultant and Consultants officers, directors, partners, employees, shareholders, owners and subconsultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Consultant and Consultants officers, directors, partners, employees, shareholders, owners and subconsultants shall not exceed $100,000.00, or the Consultant's total fee for services rendered on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. Standard of Care: In providing services under this Agreement, the Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. The Consultant makes no warranty, either express or implied, as to the professional services rendered under this Agreement. Ownership of Instruments of Service: The Client acknowledges the Consultant's construction documents, including electronic files, as the work papers of the Consultant and the Consultant's instruments of professional service. Nevertheless, upon completion of the services and payment in full of all monies due to the Consultant, the Client shall receive ownership of the final construction documents prepared under this Agreement. The Client shall not reuse or make any modification to the construction documents without the prior written authorization of the Consultant. The Client agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way related to or connected with the unauthorized reuse or modification of the construction documents by the Client or any person or entity that acquires or obtains the construction documents from or through the Client without the written authorization of the Consultant. Timeliness of Performance: The Client and Consultant are aware that many factors outside the Consultant's control may affect the time to complete the services to be provided under this Agreement. The Consultant will perform these services with reasonable diligence and expediency consistent with sound professional practices. Unauthorized Changes to Plans: In the event the Client, the Client's contractors or subcontractors, or anyone for whom the Client is legally liable makes or permits to be made any changes to any reports, plans, specifications or other construction documents, including electronic files, prepared by the Consultant without obtaining the Consultant's prior written consent, the Client shall assume full responsibility for the results of such changes. Therefore the Client agrees to waive any claim against the Consultant and to release the Consultant from any liability arising directly or indirectly from such changes. 7 Attachment A-Special Conditions and Federal Terms and Conditions SPECIAL CONDITIONS I. This project is being funded through a grant from the Missouri Department of Natural Resources with federal Historic Preservation Funds. See Attachment 8, Scope, Purpose, and Description of Grant Activities for information regarding the grant. 2. The Jefferson City Historic Preservation Commission will have an opportunity to review and comment on milestone products before they are submitted to the HPF Grant Manager if they so choose. Any Commission comments will be submitted with the corresponding milestone to the HPF Grant Manager. 3. All grant project funded publications, books, brochures and all public meeting notices regarding this project shall include the following acknowledgment in any size type on the notice: Structural Survey, E. Capitol Avenue Properties, is being supported in part by the Historic Preservation Fund, administered by the National Park Service, Department of the Interior and Missouri Department of Natural Resources, and State Historic Preservation Office. The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S. Government, or the Department of Natural Resources, State Historic Preservation Office. Mention of trade names or commercial products does not constitute their endorsement by the U.S. Government, or Department of Natural Resources, State Historic Preservation Office. FEDERAL TERMS AND CONDITIONS Debarment and Suspension (Executive Orders 12549 and 12689) A contract award will not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines, 2 CFR 180. SAM exclusions contain the names of parties debarred, suspended or otherwise excluded by agencies as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Procurement of Recovered Materials The contractor must comply with section 6002 of the Solid Waste Disposal Acts as amended by the Resources Conservation and Recovery Act. The requirements of this section include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $1 0,000 or the value of the quantity acquired during the preceding fiscal year exceeded $1 0,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Termination 1. Termination for Cause. The Department may terminate this agreement, in whole or in part, at any time before the date of completion whenever it is determined that the contractor has failed to comply with the terms and conditions of the agreement. The Department shall promptly notify 8 the contractor in writing of such a determination and the reasons for the termination, together with the effective date. The Department reserves the right to withhold all or a portion of funds if the contractor violates any term or condition of this agreement. Termination for cause may be considered for evaluating future agreements. The contractor may object to terminations with cause and may provide information and documentation challenging the termination. 2. Termination for Convenience. Both the Department and the contractor may terminate the agreement, in whole or in part, when both parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditure of funds. 3. The Department reserves the right to terminate the contract at any time, for the convenience of the State of Missouri, without penalty or recourse, by giving written notice to the contractor at least thirty (30) calendar days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for services and/or supplies delivered to and accepted by the Department pursuant to the contract prior to the effective date of termination. ATTACHMENT B: SCOPE, PURPOSE AND DESCRIPTION OF GRANT ACTIVITIES City of Jefferson, Cole County, Missouri Capitol Avenue Arc hi tectural/S tructural Assessment Project No. 29-21-10029-014 9 Please be advised that the Missouri Department of Natural Resources has not as yet received the final allocation from the federal Historic Preservation Fund. No final grant awards or reimbursements of allowable grant project costs will be made until the allocation is received. Obligations of the State shall cease immediately if the Missouri Legislature, the President or Congress fail to appropriate or otherwise make available funds for this project. Starting Date: May 23, 2022 Ending Date: August 31, 2022 I. SCOPE AND PURPOSE: The purpose of this project is to contract with a structural engineer to survey and assess threatened buildings located in the Capitol Avenue Historic District and prepare an Architectural/Structural Assessment Report. At least five properties will be documented: 413, 419, 429, and 517 E. Capitol and 114 Jackson Street. The Architectural/Structural Assessment Report will be used as a tool to determine structural conditions of threatened contributing properties by analyzing and evaluating foundation, framing, other construction systems, and their associated construction details and providing recommendations and cost estimates for corrective treatments, as applicable. The City of Jefferson will hire a structural engineer (herein referred to as "consultant") for this project; the consultant will demonstrate experience conducting preservation-orientated structural assessments. This structural survey will produce a report of group of reports that will assist the city in understanding the structural integrity of the selected buildings within the survey area. II. ACTIVITIES AND FUNCTIONS: A. Consultant Selection Process The City of Jefferson will hire a structural engineer with experience evaluating historic structures. The engineer shall provide examples of their work to demonstrated experience working with historic properties. The Request for Supplier Qualifications (RFSQ) shall include a copy of Attachment A: Scope, Purpose and Description of Grant Activities and the Milestone Schedule from the Grant Agreement with financial information removed. Pursuant to 2 CFR 200.331, the 10 sub-recipient shall require the language of the certification and terms applicable to financial assistance awards to be included in sub-award documents at all tiers, and sub- recipients shall certify and disclose accordingly. All contractual deadlines established with the consultant shall not conflict with milestone deadlines set in the grant agreement. City staff will serve as the primary point of contact for this project and will be expected to ensure milestones are submitted to State Historic Preservation Office staff (herein referred to as "grant monitor'") on a timely basis. A draft RFSQ will be sent to the grant monitor for approval prior to initiating the bid process. Documentation of the consultant selection process and a draft of the contract shall be submitted to the grant monitor for approval before it is signed. CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item C SUBJECT: Contract Change Order Number 1 with Aplex Inc., to Install a Stormwater System along Jackson Street in Coordination with the Construction of the Athletic Facilities at the Jefferson City High School DATE CONSIDERED: July 18, 2022 DEPARTMENT DIRECTOR(S),-·_ r-------JI-L-~~__....::.........r.J-....Tr~------- CITY ADMINISTRATOR:~£1_~~~=~~~~~::_ ______ _ Staff requests approval of this contract change orde , which will allow Ap lex Inc. to install a stormwater system along the 1200 block of Jackson Street between Stadium Boulevard and Union Street. A section of this pipe collapsed earlier this year, and is the system into which the piping from the Jefferson City High School athletic facilities is to drain . This work is being undertaken by change order because of the failure of the current system and to coincide with the work that the School District is doi ng on Jackson Street which they intend to have completed prior to the start of the school year. The work will include the installation of a new pipe under the sidewalk on the eastern side of the street in place of an existing pipe and will be sized so that a second stormwater pi pe which is currently running down the middle of the street can be eliminated . The change o rder also includes the construction of several stormwater structures , and th e replacem e nt of the sidewalk and curb and guttering on the east side of the street. This change order is being proposed to be added to the contra ct held by Aple x, Inc . for the E. Capitol Sewer Replacement project which has a value of $149,870. The cost of this change order will be $146 ,180 which results in a 97.5% change from the original contract value . Funding for this project will get taken from sales tax funds allotted to stormwater within sales ta x G and H. DEPARTMENT OF PUBLIC WORKS ENGINEERING DIVISION 320 EAST McCARTY STREET JEFFERsoN ciTY, MlssouRI6s1o1 , , q(\o -,1 \\q ACCOUNT NO. ~5-qGO -511 HG_, ....,t;-"' -~ Change Order No. One (1) Project No. 31180 Ord. No. 16186 Date: 7/13/2022 Job & Location: E. CAPITOL SEWER REPLACEMENT Contractor: Aplex, Inc It is hereby mutually agreed that when this change order has been signed by the contracting parties, the following described changes in the work required by the contract shall be executed by the contractor without changing the terms of the contract except as herein stipulated and agreed. DESCRIPTION OF CHANGES: (See Attached Sheet for Detailed Description I Explanation) Note: Item numbers prefixed with "EW' (Extra Work) are new line items to the contract. Quantity in Revised Amount of Quantity in Change Contract Overrun or Item No. Description Unit Contract Order Quantity Unit Price Underrun EW 1.01 Traffic Control LS 0 1 1 $5,000.00 $5,000.00 EW 1.02 SWPPP and E&SC Compliance LS 0 1 1 $5,000.00 $5,000.00 EW 1.03 Removals LS 0 1 1 $10,000.00 $10,000.00 EW 1.04 Connection to Inlet 1 LS 0 1 1 $2,000.00 $2,000.00 EW 1.05 Connection of JCPS Pipe to inlet 2 LS 0 1 $1,000.00 $1,000.00 EW 1.06 Connection of JCPS Pipe to inlet 3 LS 0 1 1 $1,000.00 $1,000.00 EW 1.07 Connection of ex. pipe to inlet 3 LS 0 1 1 $1,000.00 $1,000.00 EW 1.08 Inlet 2; Type A 4'x4'x7.5' LS 0 1 1 $5,600.00 $5,600.00 EW 1.09 Inlet 3; Type A 4'x8'x4.75' LS 0 1 1 $5,250.00 $5,250.00 EW 1.10 24" RCP & trench backfill to under side of LF 0 478 478 $110.00 $52,580.00 sidewalk/curbing/vegetation area EW 1.11 Flowable Fill CY 0 80 80 $200.00 $16,000.00 EW 1.12 Sidewalk (4" thick; 6' wide) SY 0 270 270 $60.00 $16,200.00 EW 1.13 Concrete Driveway (8" thick) SY 0 70 70 $95.00 $6,650.00 EW 1.14 Type A curb and Gutter LF 0 420 420 $45.00 $18,900.00 CONTRACTORS PROPOSAL FOR THE ABOVE DESCRIBED CHANGES: 1/We hereby agree to the modifications of the contract as described above and agree to furnish all materials and labor and perform all work in connection therewith in accordance with the requirements for similar work in existing contract except as otherwise stipulated herein, for the following considerations: Contract Amount-Add $146,180.00 (One Hundred Forty Six Thousand One Hundred Eighty Dollars and No Cents) to the Contract Amount Contract Time -Add 30 working days to the Contract STATEMENT OF CONTRACT AMOUNT: Amount %Change Time ORIGINAL CONTRACT $149,870.00 0 PREVIOUS APPROVED CHANGE ORDERS $0.00 0.0% 0 TOTAL THIS CHANGE ORDER $146,180.00 97.5% 30 TOTAL OF ALL CHANGE ORDERS $146,180.00 97.5% 30 CONTRACT AMOUNT TO DATE $296,050.00 30 ·---·-----·----d-. .ll-c \ , _ .1---,... _ Digita ll y sig ned by Juanita Sch uste r, Aplex, Inc u o .. Nv.:J,a.._. :.:Jcivv.;v,J"-.__ P re sident ·· Date: 2022.07.13 12:25:49 -0 5'00' Recommended by: Verification of Encumbrance: Accepted by: Approved as to Form : Office Use Only Change Order #1 Change Order Amount $146,180.00 Finance Director Owner-City Administrator I Mayor City Attofne 1-'ercentage Change based on Council Approved Contract Amount 97.54% Cumulative Amount of Change Orders since last Council Governing Approval Criteria $146,180.00 > 10% Required Approval Council Date Date 1 /r3/zozz_, Da te Da te Date Council Approved Contract Amount $296,050.00 BILL SUMMARY BILL NO: 2022-030 SPONSOR: Councilmember Fitzwater SUBJECT: Chapter 353 Tax Abatement for Simonsen Project DATE INTRODUCED: July 18, 2022 Staff Recommendation: Approve . SUMMARY: Approves tax abatement under Chapter 353 RSMo . for the S imonsen redevelopment project. Origin of Request: Developer Department Responsible: Law PERSON RESPONSIBLE: RYAN MOEHLMAN Background Information: This ordinance declares the Simonsen School property blighted , approves a development plan allowing for 25 years of 1 00 % real property tax abatement and approves a development agreement prescribing the terms and conditions that developer must satisfy to receive the abatement. During the 25-year abatement period , the developer will continue to pay unabated taxes (or payments in lieu of ta xes) based on a base year assessed value (the current assessed value is $14,1 00). A ta x impact statement showing the impact of the tax abatement was prepared and sent to the affected taxing districts , as required by state law . Fiscal Information: See attached tax impact statement. BILL NO. 2022-030 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE DESIGNATING A CERTAIN TRACT OF LAND IN THE CITY OF JEFFERSON, MISSOURI, AS A BLIGHTED AREA; APPROVING THE DEVELOPMENT PLAN FOR THE SIMONSEN REDEVELOPMENT PROJECT; APPROVING A DEVELOPMENT AGREEMENT IN CONNECTION WITH THE DEVELOPMENT PLAN; AND AUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Jefferson, Missouri (the “City”), is authorized and empowered to undertake certain redevelopment projects pursuant to Chapter 353 of the Revised Statutes of Missouri (“Chapter 353”) and Chapter 25, Article III of the Jefferson City Code, as amended by Ordinance No. 16215 (the “Urban Redevelopment Ordinance”); and WHEREAS, the Development Plan for the Simonsen Redevelopment Project (the “Development Plan”), attached hereto as Exhibit A, has been prepared and submitted to the City in connection with the proposed redevelopment of the historic Simonsen school building located on approximately 3.68 acres of real property at 501 E. Miller Street in the City (the “Redevelopment Area”); and WHEREAS, the Development Plan contemplates the use of real property tax abatement to incentivize a redevelopment project consisting of the renovation of the historic Simonsen school building for use as approximately 60-75 residential apartments and amenity space (the “Redevelopment Project”); and WHEREAS, included as Exhibit C to the Development Plan is an analysis prepared by Lauber Municipal Law, LLC (the “Blight Analysis”), which documents the current conditions of the Redevelopment Area and supports a finding that the Redevelopment Area is a “blighted area” as defined in Chapter 353; and WHEREAS, implementation of the Development Plan through the completion of the Redevelopment Project will remediate the conditions that cause the Redevelopment Area to be a blighted area; and WHEREAS, in accordance with Chapter 353 and the Urban Redevelopment Ordinance, the City Council held a public hearing regarding the blight designation, the proposed Development Plan and the contemplated grant of tax abatement on August 1, 2022, at which hearing all interested persons and taxing districts were given the opportunity to be heard (the “Public Hearing”); and WHEREAS, the City Council hereby finds and determines that it is desirable for the improvement of the economic welfare and development of the City to approve the Development Plan; and WHEREAS, the Redevelopment Project is also the subject of the Plan for an Industrial Development Project (the “Chapter 100 Plan”) approved by Ordinance No. _____ (Bill No. _____), which Chapter 100 Plan allows for a sales tax exemption on construction materials used to construct the Redevelopment Project; and WHEREAS, the City Council further finds and determines that it is necessary and desirable in connection with the implementation of the Development Plan and the Chapter 100 Plan to enter into a Development Agreement, in substantially the form of Exhibit B, with the developer of the Redevelopment Project (the “Development Agreement”). NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Findings. Upon due consideration of the Development Plan, the Blight Analysis and the testimony presented at the Public Hearing, the City Council finds that: (a) the Redevelopment Area is a “blighted area” as defined in the Urban Redevelopment Ordinance, and redevelopment of the Redevelopment Area is necessary for the public interest, convenience and necessity; and (b) the approval of the Development Plan and its implementation is necessary for the health, safety, morals and welfare of the public. Section 2. Approval of Development Plan. The Development Plan is hereby approved. Section 3. Approval of Development Agreement. The City is hereby authorized to enter into the Development Agreement, in substantially the form presented to and approved by the City Council and attached to this Ordinance as Exhibit B, with such changes therein as shall be approved by the officials of the City executing the Development Agreement, such officials’ signatures thereon being conclusive evidence of their approval thereof. The Mayor is hereby authorized to execute the Development Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest to and affix the seal of the City to the Development Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 4. Developer Substitution. Notwithstanding the form of the Development Agreement approved in substantially final form pursuant to Section 3, at the request of TD – Simonsen, LLC (the “Developer”), any entity controlled by the Developer or under common control with the Developer may be inserted as the Developer in the Development Agreement prior to execution. Section 5. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized to, take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Development Plan and the Development Agreement. The Mayor and the City Administrator are hereby authorized, through the term of the Development Agreement, to execute all documents on behalf of the City (including documents pertaining to the financing or refinancing of the Redevelopment Project by the Developer) as may be required to carry out and comply with and comply with the intent of this Ordinance and the Development Agreement. The Mayor and the City Administrator are further authorized, on behalf of the City, to grant such consents, estoppels and waivers relating to the Development Agreement as may be requested during the term thereof; provided, such consents, estoppels and/or waivers shall not increase the amount or duration of the economic incentives provided in the Development Agreement, waive an event of default or materially change the nature of the transaction. The City Clerk is authorized to attest to and affix the seal of the City to any document authorized by this Section. Section§. Severability. It is hereby declared to be the intention of the City Council that each and every part, section and subsection of this Ordinance shall be separate and severable from each and every other part, section and subsection hereof and that the City Council intends to adopt each said part, section and subsection separately and independently of any other part, section or subsection. If any part, section or subsection of this Ordinance shall be determined to be or to have been unlawful or unconstitutional, the remaining parts, sections and subsections shall be and remain in full force and effect, unless the court making such finding shall determine that the valid portions standing alone are incomplete and are incapable of being executed in accord with the legislative intent. Section z. Effective Date. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: ______________________ _ Approved: -------------------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City~ EXHIBIT A DEVELOPMENT PLAN (On file in the office of the City Clerk) Development Plan Simonsen Redevelopment Project Jefferson City, Missouri Prepared for The City Council of the City of Jefferson City, Missouri on behalf of Jefferson City Redevelopment Corporation By Lauber Municipal Law, LLC July 11, 2022 1 Development Plan Simonsen Redevelopment Project City of Jefferson City, Missouri Jefferson City Redevelopment Corporation Introduction This Development Plan (this “Plan”) sets forth a program of redevelopment intended to eliminate or mitigate certain factors which cause an area containing one lot in downtown Jefferson City, Missouri, located at 501 E. Miller Street, Jefferson City, Missouri and legally described in Exhibit A and depicted on Exhibit B, both attached to and incorporated in this Plan by reference (the “Redevelopment Area”), to constitute a “blighted area,” as that term is used and defined in the Urban Redevelopment Corporations Law, Chapter 353 of the Revised Statutes of Missouri, as amended (“Chapter 353”). A study entitled “Study of Blighting Factors within the Simonsen Redevelopment Area” chronicling conditions of blight in the Redevelopment Area (the “Blight Analysis”) has been performed and has concluded that evidence of physical, social and economic conditions of blight exist in the Redevelopment Area. A copy of the Blight Analysis is attached as Exhibit C and is incorporated in this Plan by reference and sets forth the factors which support this determination. The Redevelopment Area encompasses one parcel of land in downtown Jefferson City. The lot at 501 E. Miller is owned by T D - SIMONSEN LLC (the “Developer”). The Redevelopment Area currently consists of the property commonly known as Simonsen School. (see Exhibit B). The property is located in a multi-family residential area. The building had been abandoned by the School District and was subsequently substantially damaged by an EF-3 tornado in 2019. To address the blighting factors present in the Redevelopment Area, the Jefferson City Redevelopment Corporation (the “353 Corporation”) has determined that a high end residential apartment complex be sought and has proposed this Plan, prepared in accordance with Chapter 353, and procedural ordinances of the City governing consideration of redevelopment proposals, which calls for the grant of limited real property tax abatement to induce redevelopment and preservation of the structure. Chapter 353 Provisions and Requirements Chapter 353 as a redevelopment tool is available to all Missouri cities regardless of size. Chapter 353 encourages redevelopment by providing for real property tax abatement for properties within designated redevelopment areas. Under Chapter 353, real property acquired by an Urban Redevelopment Corporation (as that term is used in Chapter 353) and used in accordance with an approved redevelopment plan may receive tax relief in the form of partial real property tax abatement for a period of up to twenty-five years. Taxation of personal property remains unaffected. Approval of tax abatement will assist in the reconstruction and rehabilitation of the Redevelopment Area and facilities therein, promote the health, safety and welfare of the City and restore the Redevelopment Area from its current blighted and economically underutilized state to an economically 2 productive state following the expiration of the tax abatements. Before authorizing a redevelopment project, and granting property tax abatement, the governing body of a city must schedule and hold a public hearing, notify affected taxing districts in writing, and provide to the taxing districts a written statement identifying the estimated impact of the proposed property tax abatement. Following the public hearing, the city may approve the project and the tax abatement by ordinance. The ordinance must set the time for acquisition of property by the Urban Redevelopment Corporation and for expiration of the development rights granted. A tax impact analysis showing the economic impact of this Plan on the political subdivisions whose boundaries includes any of the parcels of property within the Area (the “Taxing Districts”) is set forth in Exhibit D attached hereto. As stated above, a copy of the tax impact analysis was mailed to each applicable Taxing District with notice of the public hearing prior to the approval of the Plan. The projections contained in the tax impact analysis are based on assumptions, projections, and information provided by sources considered reliable. However, external factors may influence these projections. Changes in national, regional, and local economic and real estate market conditions and trends may impact the anticipated development. Changes may also be caused by legislative, environmental, or physical events or conditions. These projections are not provided as predictions or assurances that a certain level of performance will be achieved or that certain events will occur. The actual results will vary from the projections described herein, and those variations may be material. As stated above, it is requested that the City Council find and determine that the Redevelopment Area is blighted pursuant to Chapter 353. A copy of the Blighing Study is attached hereto as Exhibit C. Redevelopment Objectives The principal objectives of this Plan are the reduction or elimination of blighted conditions within the Redevelopment Area and the improvement of the site to encourage redevelopment existing building which will in turn result in an enhanced capacity to pay reasonable taxes. The current blighting conditions create a higher than normal cost of development causing the property to sit idle. The blighting conditions are highly visible due to the location of the building, magnifying their effects. The building and location also have significant historic and cultural ties to the community. Therefore, this plan is designed to make redevelopment of existing building financially viable. To induce these actions, this Plan also calls for the abatement of 100% real property taxes for a ten-year period and a 100% reduction in property taxes for a fifteen-year period to incentivize and induce the called-for redevelopment activities, as well as sales tax relief for the construction period through a Chapter 100 lease plan. The savings from this tax abatement will be used to fund the costs of the project. Description of the Redevelopment Project A. Redevelopment Project Activities 3 The Redevelopment Project envisions the rehabilitation of the lot by remodeling the existing building into a high-end apartment building with associated infrastructure improvements. Necessary redevelopment activities will be unlikely to occur without the incentives offered in this Plan. No use of eminent domain will be necessary under this Plan. No request for the City to exercise eminent domain on behalf of the 353 Corporation has been or will be made. B. Relocation Plan The Council of the City of Jefferson City (the “City Council”) by ordinance has established a relocation policy for projects undertaken pursuant to Chapter 353 and other redevelopment statutes (the “Relocation Policy”), all in accordance with requirements of Sections 523.200 et seq. of the Revised Statutes of Missouri, as amended. This Plan incorporates the Relocation Policy as the relocation plan for the Redevelopment Project. This Plan as proposed does not require relocation activities. C. Redevelopment Terms and Proposed Limitations on Tax Abatement Chapter 353 allows for grants of real property tax abatement for a total maximum period of twenty-five years. This Plan calls for a grant of abatement 100% of taxes on real property only within the Redevelopment Area for a period of ten (10) years followed by a 100% rebate for the following fifteen years. Throughout this twenty-five year period and thereafter, all affected taxing districts will continue to receive personal property taxes on existing and new equipment and personalty. Land Use Plan The Redevelopment Area lies within the City's “RA-2” zoning district classification. The City’s Zoning Code provides that the RA-2 is intended for high-intensity residential living. (See Jefferson City Code § 35-26(E)). The proposed uses of this Plan are permitted as of right under the RA-2 district regulations. Accordingly, this Plan is consistent with the City’s Zoning Code and requires no prior zoning approvals or any other land use approvals for implementation. Duration of Plan This Plan and all development rights hereunder shall expire at the end of the twenty-five year term of granted tax abatement that begins when the 353 Corporation acquires the real property within the Redevelopment Project Area, which acquisition shall occur no later than December 31, 2023. 4 Right of Assignment Prior to completion of the Project, Developer may assign its rights under this Plan and any contract with the City or another party upon the written consent of the City, which consent will not be unreasonably withheld. After the completion of the Project the Developer shall have the right to assign its rights under this Plan and any contract with the City or another party to any affiliate, and to other assignees, so as such other assignees give assurances reasonably satisfactory to the City that the intention and purposes of this Plan will be carried out. Plan Amendments This Plan may be amended from time to time by the City Council by ordinance. Any such amendment that substantially departs from the terms of any redevelopment agreement between the City and the Developershall additionally require approval by any other affected developer or sub-developer. Exhibit A Legal Description of Redevelopment Area TRACT I INLOTS NOS. 622, 623, 624, 625, 626, 627 AND 628, IN THE CITY OF JEFFERSON, MISSOURI. EXCEPT THAT PART OF INLOT NO. 622 CONVEYED TO JOSEPH A KOLB ET AL BY DEED OF RECORD IN BOOK 329, PAGE 465, COLE COUNTY RECORDER'S OFFICE. ALSO, ALL THAT PART OF INLOT NO. 621, IN THE CITY OF JEFFERSON, MISSOURI LYING AND SITUATE ON THE SOUTH SIDE OF GOOSE CREEK BEING ONE HALF THEREOF, MORE OR LESS. EXCEPT THAT PART OF INLOT NO. 621 CONVEYED TO JOSEPH A KOLB, ET AL BY DEED OF RECORD IN BOOK 329, PAGE 465, COLE COUNTY RECORDER'S OFFICE. Exhibit B Map of Redevelopment Area EXHIBIT C Study of Blighting Factors within the Simonsen Redevelopment Area Study of Blighting Factors within the Simonsen Redevelopment Area Introduction. In accordance with Section 353.020(2) of the Urban Redevelopment Corporation Act of the Revised Statutes of Missouri, as amended (“Chapter 353”), this analysis of factors within the Redevelopment Area (the “Area”) described in that certain development plan entitled “Development Plan – Simonsen Redevelopment Project” (the “Plan”) has been prepared to assist the Jefferson City City Council (the “Council”) in determining whether the Area constitutes a “blighted area,” as that term is used and defined in the Urban Redevelopment Corporations Law, Chapter 353 of the Revised Statutes of Missouri, as amended (“Chapter 353”). This analysis was conducted in March and April of 2022. Description of Area The Area is located in the heart of the City of Jefferson City, Missouri, as depicted in Exhibit A attached to the Plan and incorporated by reference in this analysis. The Area consists of a single tract of land in the central downtown area of Jefferson City. The Area consists of the former Simonsen Ninth Grade Center of the Jefferson City Public School Area. The building sits on “Hobo Hill,” which was the original location of Lincoln Institute when the first classes were offered in September 1866. Lt. Richard Baxter Foster, a white officer, led the efforts of the men of the 62nd and 65th Colored Infantries to 1 establish a school for freed African Americans in Missouri. Undeterred by failed efforts to locate in St. Louis, Lt. Foster, determined to bring the soldiers’ dream to reality, set his sights on Jefferson City. There he found a 30-year-old frame building, which once served as a school for residents of Jefferson City. Lincoln Institute would offer classes in the building until 1869, at which time the institution moved to its present location. The “House on Hobo Hill” was destroyed by fire in 1878. In 1905 the first Jefferson City High School was built at the location. It was named after a local businessman and philanthropist, Ernst Simonsen who donated $5000 towards its construction. 2 In May of 2019, the building was substantially damaged by an EF-3 tornado. The tornado did damage to the roof, windows, and interior of the building. The structure has been empty since that time. At the time of this study, the Area is zoned RA-2. Zoning Area RA-2 is focused on High- Intensity Residential Use. (See Exhibit A). Purpose of Report This report evaluates conditions affecting the Area, through on-site inspection, documentation, research of property files/public records, and other investigations to assist the City in determining if conditions in the Area satisfy the criteria of a “blighted area” as such term is defined in Chapter 353. Definition of Blight Chapter 353 requires as a prerequisite to the undertaking of proposed redevelopment activities, including the granting of real property tax abatement, that the Council make a determination that the Area is a “blighted area,” as that term is used and defined in Chapter 353. A “blighted area” is defined by Chapter 353 to have the same definition as § 99.805(1) which reads: “(1) "Blighted area", an area which, by reason of [1] the predominance of insanitary or unsafe conditions, [2] deterioration of site improvements, or [3] the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, retards the provision of housing accommodations or constitutes an economic or social liability or a menace to the public health, safety, or welfare in its present condition and use; 3 (§ 99.805(1) RSMo 2016 (numbering added). If the property contains one or more of these three conditions and either retards housing accommodations or constitutes an economic liability or constitutes a social liability or is a menace to the public health, safety, or welfare, then the property is a blighted area. The determination of statutory “blight” need not encompass the entire Area. Rather, Chapter 353 expressly provides that “any such area may include buildings and improvements not in themselves blighted, and any real property, whether improved or unimproved, the inclusion of which is deemed necessary for the effective clearance, re- planning, reconstruction, rehabilitation of the area of which such buildings, improvements, or real property form a part.” Based on the analysis detailed below, the Council has a sufficient factual basis to support a determination that the Area is indeed a “blighted area” under Chapter 353. DETERMINATION OF BLIGHT The following factors demonstrate that the Area is a “blighted area” as that term is defined and used in Chapter 353 and applicable judicial determinations: Blight factors present within the Area include: (1) “predominance of insanitary or unsafe conditions” (2) “deterioration of site improvements” (3) “the existence of conditions which endanger life or property by fire and other causes” Each is discussed below. 1. The Property is Characterized by a Predominance of Insanitary Or Unsafe Conditions. The Meriam-Webster dictionary defines “insanitary” to mean “unclean enough to endanger health.” Illegal dumping of trash, broken building materials, and deteriorated pavement have been found to constitute “unsafe and insanitary conditions.” (City of Kan. 4 City v. Chung Hoe Ku, 282 S.W.3d 23, 31 (Mo. App. 2009).). The property is in reasonably good condition considering that parts are over one hundred years old, it has been abandoned for several years, and it was hit by a tornado, which contributed to the present apparent blighting conditions. Sidewalks throughout the Area are cracked and have heaved so as to no longer be ADA compliant and present unsafe conditions for visitors to the Area. The current nature of the Area subjects the property to illegal activity, including illegal dumping, littering, and trespassing, evidenced by discarded beer bottles It is worth noting that the building sits on one of the highest points in the City. With its boarded-up windows, it is visible for miles around. Thus it may be assumed that the adverse effects caused by this building are greater than might ordinarily occur. Because of the building's antiquity, harmful and unsafe elements such as asbestos and lead may be present. Asbestos was used for a variety of things, including insulation, paint texture, and floor tiles. Lead, which may accumulate in the bloodstream and cause organ damage, was allowed to be used as a paint component until 1978., and unless proven otherwise, any structure built before 1977 is assumed to have these two chemicals, posing additional unsafe conditions and necessitating costly mitigating procedures to isolate them for removal. The building has also been subject to water intrusion difficulties, likely causing the development of mold inside the building. Without redevelopment, the Area is subject to continued unpermitted usage of the Area, including trespassing and littering, which contributes to the generally unsafe and unsanitary conditions of the Area. 2. The Property is Characterized by Deterioration Of Site Improvements: In general, deterioration refers to any physical deficiency or disrepair in buildings or site improvements requiring treatment or repair. Decaying stairs, no handrails 5 Site improvements refer to either buildings on site, or other types of improvements on site, such as driveways, sidewalks, light fixtures, steps, retaining walls, storage structures, etc. Deterioration of buildings includes defects in primary components such as cracked or damaged foundations, exterior walls, floors, wiring, plumbing, frames, or roofs. Deterioration also includes secondary building components, consisting of doors, windows, porches, soffits, fascia, gutters, and downspouts. Deterioration of driveways and parking areas includes evidence of potholes, cracks, depressions, overgrowth, and poor drainage. Deterioration of sidewalks is evidenced by settled areas, cracks, gravel sections, overgrowth, depressed curb areas, and poor drainage. The site improvements within the Area consist of: (i) the dilapidated and vacant former school building; and (ii) surface parking lots and area. The building located within the Area was built in the early twentieth century and has significantly deteriorated over time. The vacant building exhibits signs of deterioration. A field survey of the Area revealed a number of deficiencies related to the exterior of the building. The vacant building also suffers from the deterioration of several secondary building components, including broken window frames, peeling paint, rusting and rotting windows, gutters, and downspouts. The parking, driveway, and sidewalk areas of the Area also suffer from a variety of deteriorated site improvements. These deteriorated site improvements also detract from 6 the safety and appearance of the Area, which inhibits the Area’s ability to attract investment into the area. The Area contains extensive deterioration of the parking lot surfaces and curbing, and uneven and cracked surfaces and sidewalks. The Area is prone to poor drainage and vegetation has sprung up through cracks in the broken surfaces of the parking areas and sidewalks. Moreover, trash and debris were noted around the Area. All of the foregoing characteristics impair the attractiveness, marketability, and safety of the Area and evidence a general lack of maintenance for the Area. Finally, the infrastructure site improvements of the Area are insufficient or inadequate. The Area’s infrastructure will require significant investment and modification to become capable of supporting sufficient uses. For the Area to be developed, the required infrastructure will need to be either entirely rebuilt or installed. This is an expensive task that greatly discourages private sector investment. Roof After Tornado 7 3. The Property is Characterized by the Existence Of Conditions Which Endanger Life Or Property By Fire And Other Causes Abandoned properties have been directly correlated with higher crime and social disruption (Cui, Lin; Walsh, Randall Foreclosure, Vacancy, and Crime, Journal of Urban Economics, 2015). Vacant properties are also associated with an increased arson rate, both for them and for surrounding buildings (Schachterle, Stephen E.; et al. Proximity to Vacant Buildings is Associated with Increased Fire Risk in Baltimore, Maryland, Homes Injury Prevention, 2012.). Thus abandoned properties, by their very nature, encourage crimes and fires, both on the property and nearby. 8 Currently, the property is entirely vacant. The School District closed the facility and the tornado damage further prohibited any immediate use. The windows are boarded and the roof has a temporary covering. Studies have shown that “Abandoned houses are magnets for vandalism, theft, fires, drug trafficking, and more serious crimes, all of which require more and better municipal services.” (Lind, K. J. (2015). Perspectives on Abandoned Houses in a Time of Dystopia. Journal of Affordable Housing & Community Development Law, 24(1), 121–132. https://www.jstor.org/stable/26408156). That same report points out that abandoned properties require more municipal services while at the same time paying lower municipal taxes. In this case, the property pays no property tax and generates no sales tax. Abandoned buildings and empty storefronts act as an economic drag on the area and increase crime. According to a report issued by H.U.D., “Vacant and abandoned properties have negative spillover effects that impact neighboring properties and, when concentrated, entire communities and even cities. Research links foreclosed, vacant, and abandoned properties with reduced property values, increased crime, increased risk to public health and welfare, and increased costs for municipal governments.” (HUD 2014) In addition, it has been shown that the longer a property remains abandoned, the more significant the economic impact is on surrounding properties and the further away the negative impacts reach (Han, Hye-Sung 2014 The Impact of Abandoned Properties on Nearby Property Values, Housing Policy Debate, Vol. 24). 9 Thus in its current condition, the Area is likely to attract crime and require increased municipal services while generating no tax income. 4. The Blighting Factors Of The Property Constitute An Economic or Social Liability or a Menace to the Public Health, Safety, or Welfare In Its Present Condition and Use. Economic Liability Due to the predominance of blighting factors discussed above, the Area in its current condition is a significant economic liability to the City. As noted above, the Area suffers from obvious neglect and a clear lack of investment. This disparity has fostered a state of economic obsolescence as the Area is no longer marketable because of its condition and current status, and has become an economic burden on the City. A lack of physical maintenance of the building has contributed to Deterioration and subsequent obsolescence. Moreover, the assessed value of the parcels in the Area has not followed the pace of inflation or the overall assessed value for the City of Jefferson City. The assessed value of the Area has remained stagnant for a number of years, providing further evidence of the Area’s economic liability. Lastly, the vacancy of the Area has resulted in a continued lack of maintenance and corresponding physical deterioration of the Area, which problems can only be remediated by the type of comprehensive redevelopment such as is contemplated by the Plan. If such physical deterioration is allowed to continue, the Area, in addition to failing to generate tax revenue and economic activity to its full potential, will become a financial burden on the City. Social Liability As detailed above, the blighting conditions found on the property are directly linked to health, safety, and welfare concerns that constitute a social liability. Missouri’s Courts have previously found that abandoned properties create a social liability by encouraging loitering, juvenile delinquents, and crime. (Land Clearance for Redevelopment Auth. v. Inserra, 284 S.W.3d 641, 647-48 (Mo. App. 2009).). The Han study cited above indicates that the longer a property remains abandoned the greater the impact on the surrounding 10 community (Han 2014). The Land study indicates that abandoned properties disproportionately burden municipal services (Lind 2015). The HUD study connects vacant properties directly with crime as does the Lind study (HUD 2014). The HUD study also directly links abandoned properties with decreased property values in the area. A more recent study shows that vacant and blighted properties decrease the value of surrounding properties by between 0.04% and 3.5% depending on the distance between them (C. Furio, The Economic Case for Fixing Blight ESI Consultant Solutions, Inc., March 25, 2017, https://econsultsolutions.com/economic-case-for-fixing-blight- baltimore-case-study). There can be no dispute then that the present abandoned and deteriorating state of the property creates an economic and social liability. Menace to the Public Health, Safety, or Welfare As discussed above, the Area exhibits many factors which constitute a menace to public health, safety, and welfare in its present condition and use. The Area is in poor condition and the vacant and unsecured nature of the Area invites and encourages criminal trespass or other criminal activity, including vandalism, littering, illegal dumping or refuse, and property damage. Additionally, the Area, in its current condition, is hazardous to persons or vehicles entering the site. The paved areas within the Area are damaged and have become cracked, spalled, and broken. As previously noted, the Area was damaged by the tornado, and in its present condition, the Area is a potential breeding ground for disease-carrying rodents and insects, making it a threat to individuals living and working near the Area. The poor conditions like those present in the Area elevate the risk of injury to persons and constitute a menace to the public health, safety, morals, or welfare. SUMMARY OF FINDINGS AND RECOMMENDATIONS The following summarizes the findings of this analysis. This analysis concludes that the Area meets the statutory definition of ‘blight’” for numerous reasons including: 1. The Area consists of a single very damaged, physically deteriorated, and 11 abandoned building. This abandoned building is deteriorated and damaged to an extent that it is not likely to be placed back into productive service without expensive improvements, such as those proposed by the Plan, which makes it economically unviable in its current state. The Area is characterized by all three blighting factors listed in Chapter 353, (1) “insanitary or unsafe conditions” (2) “deterioration of site improvements” and (3) “the existence of conditions which endanger life or property by fire and other causes”. These factors can be directly linked to clear and proven social harm as well as an increased risk of physical harm by fire or crime. 2. As a result, the property meets the definition of blight as found defined by §353.020 RSMo. CONCLUSION: This analysis demonstrates that the Area exhibits conditions that the meet statutory definition of blight. There is clear evidence supporting a determination by the Council that the Area constitutes a “blighted area” so that the clearance, re-planning, reconstruction, or rehabilitation of the Area is necessary to effectuate the purposes of Chapter 353, as amended. This analysis recommends that the Council so find and determine. 12 EXHIBIT A Cole County, Missouri 0 •oo 800 Simonsen Redevelopment Ar Pote.t dolO i.5 {of oswumt'tlf purpom Olll)t 1r Is ftOllt t#gal St.VWy l1ttd ci)eS' t'IOI' putpon to ff!JmMf lt PrtJPbTY bou!'ldofy fii(W'j of 1M pt.'HC#Is shown. If ihould 1101 I» cMd frx coo~nus M rM f'Stobtt.shmttll of fHOpeffY ~ DtJ 1101 ust {Of MV~gonoo. City of Jefferson. Missouri A l eg e nd ........ --DCWyt.- Qto .. llly8kl!cl¥- EXHIBIT B DEVELOPMENT AGREEMENT (On file in the office of the City Clerk) Gilmore & Bell, P.C. July 11, 2022 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of __________, 2022, by and among the CITY OF JEFFERSON, MISSOURI, a Missouri municipal corporation located in Cole County (the “City”); the JEFFERSON REDEVELOPMENT CORPORATION, INC., a Missouri Urban Redevelopment Corporation, having a principal office at 320 E. McCarty, Jefferson City, Missouri 65101 (the “Corporation”); and TD – SIMONSEN, LLC, a Missouri limited liability company, having a principal office at P.O. Box 6331, Fishers, Indiana 46038 (the “Developer”). RECITALS: A. The Developer owns approximately 4.59 acres of real popety located at 501 E. Miller in the City (as legally described on Exhibit B, the “Property”), upon which the historic Simonsen School is situated. B. On January 6, 2022, pursuant to Chapter 353 of the Revised Statutes of Missouri (“Chapter 353”), the Developer submitted the “Development Plan for the Simonsen Redevelopment Project” (the “Plan”), which contemplates redeveloping Simonsen School into a residential apartment development (the “Project”). The Project will contain approximately 60-75 residential apartments, with a mixture of studio units, one-bedroom units and two-bedroom units. Additionally, the Project will contain amenity space, which amenities may include a fitness center, pet amenities and bike storage, along with outdoor amenities. Fenced and secured parking for the Project will be located across the street from the Project. C. The City Council held a public hearing with respect to the Project on August 1, 2022. D. On May 2, 2022, the City Council adopted Ordinance No. _____ (the “Approving Ordinance”) (a) finding and declaring the Property to be a blighted area within the meaning of Section 353.020(2) of the Revised Statutes of Missouri, (b) approving the Plan and (c) authorizing and directing the City to enter into an agreement with the Developer and the Corporation in substantially the form of this Agreement. E. In furtherance of the Project and pursuant to Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri and the City Charter, the City Council, on __________, 2022, also adopted Ordinance No. _____, authorizing the City to issue its Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum principal amount of $25,000,000 (the “Bonds”) and approving certain documents in connection therewith for the purpose of facilitating a sales tax exemption on construction materials for the Project (the issuance of the Bonds and the execution of the related documents are referred to herein as the “Chapter 100 Transaction”). F. The City and the Corporation now wish to have the Developer undertake, in accordance with the Plan, the redevelopment of the Property and the implementation of the Project for the public purposes described in the Plan, including, without limitation, the remediation of conditions that cause the Property to be a “blighted area” as defined in Chapter 353. G. The City, the Corporation and the Developer desire to enter into this Agreement to describe the process by which the Developer will complete or cause the completion of the Project and the terms upon -2- which the Project will receive real property tax abatement as contemplated by the Plan and sales tax exemption as contemplated by the Chapter 100 Transaction. AGREEMENT NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth in this Agreement, the City, the Corporation and the Developer each hereby agree as follows: SECTION 1. MEANINGS OF TERMS Section 1.1. Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings: a. “Applicable Regulations” shall mean, collectively, all federal, state, and local laws, statutes, ordinances, rules, regulations, executive orders and codes including, without limitation, those of the City applicable to or affecting the Property or the Project. b. “Assignment” shall mean the Assignment and Assumption Agreement in substantially the form of Exhibit A, attached hereto and incorporated herein by reference. c. “Code” shall mean the Internal Revenue Code of 1986, as amended. d. “Abatement Period” shall mean, with respect to the grant of partial real property tax abatement set forth in Section 3.1.1, a period of years beginning in the calendar year the Corporation becomes the owner of the parcel of real property comprising the Property and extending, subject to the terms of this Agreement, for a period therefrom for 25 years. e. “Third Party Action” shall mean any action, proceeding or demand initiated at any time by a party other than a named party to this Agreement and directed to the City or the Corporation, or naming the City, the Corporation or any of their respective officials, officers, agents, attorneys, employees or representatives as a party and arising out of this Agreement, any Assignment, the Project, amounts paid or rebated by the City to the Developer under this Agreement, or any portion(s) of any of the foregoing or any actions taken pursuant to any of the foregoing. Section 1.2. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including governmental entites, as well as natural persons. Section 1.3. Computation of Time. Whenever this Agreement calls for the performance of any act by reference to a day or number of days, to a month or number of months or to a year or number of years, each such computation shall be made based upon calendar days, calendar months and calendar years, as applicable, unless otherwise expressly provided. Section 1.4. Recitals; Other Items Incorporated in this Agreement. The recitals contained in this Agreement are important and material parts of this Agreement and are hereby acknowledged and incorporated by reference and made a part of this Agreement. The provisions of Chapter 353 up to and including the date of the Approving Ordinance and the provisions of the Approving Ordinance and of the Plan are also hereby incorporated by reference and made a part of this Agreement. -3- SECTION 2. IMPLEMENTATION OF THE PROJECT Section 2.1. Acquisition of the Property; Timing of the Project. Subject to the terms of this Agreement, and to initiate the partial tax abatement contemplated by this Agreement, the Developer shall convey, or cause to be conveyed, to the Corporation by quitclaim deed, title to all parcels comprising the Property prior to substantial completion of the Project and the Project being “placed in service” as such term is used in Section 47 of the Code. Upon such conveyance, the Corporation by quitclaim deed shall immediately, but in all events prior to substantial completion of the Project and the Project being “placed in service” as such term is used in Section 47 of the Code, re-convey the parcels comprising the Property to the Developer or the Developer’s designee. If the Developer fails to complete the Project in accordance with the terms of this Agreement and the Corporation subsequently does not acquire the parcels comprising the Property in accordance with the terms of this Agreement, the development rights hereunder including, without limitation, the right of partial tax abatement granted in the Approving Ordinance shall automatically terminate. Section 2.2. Developer’s Control over the Project; Delays. Subject to the provisions set forth in Section 5, the Developer shall have complete and exclusive control over the implementation and timing of the Project and the management and operation of the Project and the Property, subject to the requirements of this Agreement. Notwithstanding anything to the contrary contained in this SECTION 2. , in the Plan or in the Approving Ordinance, the time within which redevelopment activities other than the acquisition and re-conveyance of the Property as set forth in this Agreement are to commence or be completed will automatically be extended appropriately as a result of actions or inactions not within the reasonable control of the Developer, including construction delays, delays caused by competent legal authority, strikes, lockouts, labor disputes, riots, fire or other casualties, tornadoes, acts of God, acts of the public enemy, accidents, governmental restrictions, unanticipated or unusual site conditions, priorities regarding acquisition of or use of materials, litigation challenging the rights of the Developer or the Chapter 100 Transaction, or delays caused by local, state or federal governments, including delays in connection with any approvals needed in connection with the historic rehabilitation of the Project; provided that in the event of such delays, the Developer shall, within notify the City and the Corporation in writing stating the nature of the delay which, in the opinion of the Developer, justifies the extension. Section 2.3. Developer to Adhere to All Applicable Regulations. To the full extent that any Applicable Regulation applies to any aspect of occupancy of the Property or the construction of the Project, the Developer covenants and agrees to take all such actions as are necessary to materially comply with such Applicable Regulation, and the Developer, the Property and the Project shall each be subject to all lawful inspections and the Developer shall perform all such necessary acts as are required by Applicable Regulations. Section 2.4. Building and Site Maintenance. Upon substantial completion of the Project, the Developer at the Developer’s expense shall take all reasonable steps to maintain all buildings and exterior areas at all times in a good state of repair. Section 2.5. Breach and Compliance. In the event of non-compliance with the terms of the Plan, the Chapter 100 Documents (as defined herein) or this Agreement, written notice of the same may be delivered to the Developer by the City or the Corporation and, if the Developer shall not have corrected such substantial non-compliance within 45 days after receipt of such notice , or upon the failure of the Developer to complete the redevelopment activities within the time limits set forth in this Agreement as further subject to a time extension as provided in Section 2.2. , the City or the Corporation may jointly or individually institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default including, without limitation, the remedy of specific performance, provided -4- that if such non-compliance cannot be cured within such 45 day period, then Developer shall be afforded additional time so cure such non-compliance, so long as Deverloper, within such 45 day period, commences curing of such failure and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to the City and the Corporation. SECTION 3. PARTIAL TAX ABATEMENT Section 3.1. Partial Tax Abatement. The rights and obligations of the parties with respect to the grant of partial real property tax abatement approved in the Approving Ordinance shall be governed by and in accordance with Chapter 353 and this SECTION 3. Section 3.1.1. Abatement Period. The parcels of real property comprising the Property as and when acquired by the Corporation pursuant to Chapter 353 and this Agreement shall not be subject to assessment or payment of general ad valorem property taxes imposed by the City or by the State of Missouri or any political subdivision thereof for the Abatement Period, except to such extent and in such amount, as may be imposed upon such real property during the first 10 years of the Abatement Period measured solely by the amount of the assessed valuation of the land, exclusive of improvements, as was determined by the Cole County Assessor for taxes due and payable thereon during the calendar year preceding the calendar year in which the Corporation acquires title to such real property pursuant to Section 2.1. The amounts of such tax assessments shall not be increased during such Abatement Period so long as the real property is held by the Corporation, the Developer or any other subsequent transferee of the Property pursuant to Section 3.2. and used in accordance with the Plan and this Agreement and any amendments thereto; provided that if the Developer fails to complete the Project within the period provided for in Section 2.1. , subject to Section 2.2. and Section 5.2, all rights to partial tax abatement hereunder shall terminate and each parcel of the Property shall be subject to assessment and payment of all ad valorem taxes based on the true value of the real property. Section 3.1.2. Payments in Lieu of Taxes. During the Abatement Period, the Developer (or subsequent transferee of the Property) shall make payments in lieu of taxes (“PILOTs”) in an amount that, when added to taxes due pursuant to Section 3.1.1., if any, equal the amount of ad valorem real property taxes that would be due based on the assessed value of land and improvements on the Property in they year prior to the Corporation’s acquisition thereof (which is $14,100 for calendar year 2022). PILOTs will be due on December 31 of each year and, if delinquent, shall accrue penalties and interest in the same manner as ad valorem real property taxes. The parties expect that the PILOTs will be included on a property tax bill furnished by the Cole County Collector, however, any failure by the Cole County Collector to include PILOTs on a property tax bill will not excuse payment thereof. All PILOTs will be divided among tax districts pro-rata based on the each taxing district’s tax rate applicable to the Property. Section 3.2. Developer’s Right to Transfer Property; Withdrawals. The Developer shall retain the right to assign this Agreement (subject to the requirements of SECTION 2. and SECTION 6. ) and to sell, assign, transfer, lease, mortgage and convey any part of or interest in the real property comprising the Property, to any person, corporation, partnership, public authority, joint venture or other entity, including, without limitation, any affiliate of the Developer either before or after completion of the Project as provided herein; provided that no such transfer (including the transfer of any interest in the real property comprising the Property to the Corporation) shall be deemed to release the Developer from the indemnification requirements set forth in Section 1. Section 6.1. . After transfer of the real property comprising the Property to the Corporation in accordance with SECTION 2. , any transferee -5- or successor in interest to the Property, or to any part thereof, including, without limitation, the Developer, shall be entitled to the real property tax relief of Section 353.110 of the Revised Statutes of Missouri without further action from the City Council or the City so long as the transferee or successor in interest prior to such transfer executes and agrees to be bound by the terms of this Agreement by the execution of an Assignment and continues to use, operate and maintain such real property for the land uses provided in the Plan. Any purchaser or transferee not executing such an Assignment shall not be entitled to avail themselves of the partial tax abatement provisions provided for in this Agreement. If any portion of the Property shall be used for a purpose different than that described in the Plan, or if the purchaser or transferee does not desire the Property or any portion thereof to continue under the Plan and this Agreement, such portion of the Property shall be assessed for ad valorem taxes upon the full true value of such portion and may be owned and operated free from any of the conditions, restrictions or provisions of Chapter 353, the Approving Ordinance and this Agreement, but the withdrawal of any portion or portions which constitute less than the area comprising the entire Property shall not constitute a withdrawal of other remaining portions of the Property from the benefit of Chapter 353 or the Approving Ordinance with respect to the grant of partial real property tax abatement. SECTION 4. SALES TAX EXEMPTION PROCESS. Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Chapter 100 Transaction, the City and the Developer intend to enter into certain documents (collectively, the “Chapter 100 Documents”) to facilitate a sales tax exemption on construction materials in furtherance of the remediation of the blight and the development of the Project, including the execution of a lease between the City and the Developer or its designee (the “Lease”). The City hereby agrees to cooperate fully with the Developer to facilitate the sales tax exemption on construction materials used to construct the Project and any effort by the Developer to avail itself of any historic tax credit or other tax benefits. The parties hereto recognize that the Project will be subject to the Lease and the other Chapter 100 Documents during construction of the Project and that prior to conveying the Property to the Corporation pursuant to the terms of this Agreement, the Lease and the Chapter 100 Documents shall be terminated or canceled. SECTION 5. PROJECT GOALS Section 5.1. Required Redevelopment. In order to fulfill the objectives of the redevelopment of the Property, the Developer agrees to complete the redevelopment of the Property as provided herein. a. The Project shall substantially conform to the preliminary drawings and/or site plan for the Project attached as Exhibit D hereto. The Developer may revise the plans and specifications for the Project from time to time as it deems necessary, in its sole discretion, but revisions that would materially alter the nature of the Project as set forth on Exhibit D shall only be made with the prior approval of the City, which approval shall not be unreasonably withheld, conditioned or delayed, and provided further that the applicable building permits, zoning approvals and other governmental approvals will govern the final design and construction of the Project. For purposes of this Section 5.1(a), “materially alter” shall mean a revision that reduces the total usable square footage of the Project, or reduces the total residential apartments of the Project, by more than 10%. The City hereby further acknowledges that the Developer shall have the right to revise the plans and specifications for the Project as required by any state or federal agency in connection with obtaining all approvals necessary for state historic tax credits or federal historic tax credits for the Project. b. Subject to Section 2.2, the Project shall be completed no later than 24 months following commencement. c. During the period prior to the completion of the redevelopment, the Developer will post a -6- sign outside of the Property, in a form acceptable to the City, indicating that the Project is supported by the City. Section 5.2. Notice. If the City determines that the deadline set forth in Section 5.1. has not been met, then it may terminate this agreement and the tax abatement provided herein will cease, provided, however, that the City shall notify the Developer of such default and the Developer shall have 30 days to propose a corrective action plan, acceptable to the City, which plan on acceptance will become part of Section 5.1. SECTION 6. FURTHER OBLIGATIONS OF THE DEVELOPER; REPRESENTATIONS Section 6.1. Third Party Actions; Indemnification. The Developer shall indemnify, defend and hold the City, the Corporation and their respective officials, agents, attorneys, employees and representatives acting in any capacity harmless from any Third Party Action. The Developer shall have the right, but not the obligation, to assume the costs of defense of any Third Party Action; provided that the Developer shall have the further right to elect to abandon any such defense which the Developer has assumed hereunder and to cancel this Agreement and, if the Developer so elects, neither the City nor the Corporation shall have any obligation to defend or to assume the costs of defense of any such action; and provided further that in any such instance, the Developer shall indemnify, defend and hold the City, the Corporation and the officials, agents, attorneys, employees and representatives of each of them, all harmless from all such Third Party Actions. The indemnification obligations of the Developer hereunder shall not be assignable or delegable by the Developer without the prior written consent of the City and shall survive termination of this Agreement for any reason. In no event shall the City, the Corporation or any official, agent, attorney, employee or representative of either of them have any liability to the Developer or to any parent or affiliate of the Developer for damages or otherwise if all or any part of the Plan, the Approving Ordinance or any determination therein, the grant of partial real property tax abatement, this Agreement or any portion hereof or the Chapter 100 Transaction, shall be declared invalid or unconstitutional in whole or in part by a final (as to which all rights of appeal have been exhausted or expired) judgment of a court of competent jurisdiction, or if as a result of the initiation of a Third Party Action, the Developer is prevented from enjoying the rights and privileges of the Developer hereunder. Notwithstanding the foregoing, the indemnification contained in this Section shall not extend to the City or the Corporation to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (1) the result of work being performed at the Project by employees of the City or or the Corporation, or (2) the result of gross negligence or willful misconduct by the City or the Corporation. Section 6.2. Invalidation; Cancellation of Agreement. If Chapter 353, the grant of partial real property tax abatement or the Approving Ordinance shall be declared invalid in whole or in part, then and in any such event, this Agreement shall terminate and no party shall have any further obligation to any other party (whether or not a signatory to this Agreement) hereunder; provided that notwithstanding the foregoing, the obligation of the Developer to indemnify, defend and hold harmless the City and the Corporation under Section 6.1. shall survive termination or cancellation of this Agreement for any reason. Section 6.3. Compliance with Section 285.530 of the Revised Statutes of Missouri. Contemporaneous with the Developer’s execution of this Agreement, the Developer shall by sworn affidavit in substantially the form of Exhibit C, attached hereto and incorporated herein by reference, and provision of documentation, affirm the Developer’s enrollment and participation in a federal work authorization program with respect to the employees working in connection with the Project, all as required by Section 285.530 of the Revised Statutes of Missouri. The Developer shall also sign and deliver to the City an affidavit affirming that the Developer does not and will not knowingly employ in -7- connection with the Project any person who is an unauthorized alien and, if and as required by Section 285.530 of the Revised Statutes of Missouri, the Developer shall obtain from each contractor employed by or on behalf of the Developer in connection with the Project affidavits affirming that such contractors do not and will not knowingly employ in connection with the Project any person who is an unauthorized alien. Section 6.4. Representations of the Developer. The Developer hereby represents and warrants to the City and the Corporation that: a. The Developer is a duly organized Missouri limited liability company existing and in good standing and duly authorized to do business and be subject to service of process in Missouri; b. The execution and delivery of this Agreement by the Developer will not conflict with or result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Developer or any parent, affiliate or principal of the Developer is a party or by which the Developer or any parent, affiliate or principal of the Developer is bound or any applicable articles of organization, or operating agreement, or any of the rules or regulations of any governmental authority applicable to the Developer or any parent, affiliate or principal of the Developer; c. The Developer has the full corporate power to execute and deliver and perform the terms and obligations of this Agreement. The Developer has been authorized by all necessary action to execute and deliver this Agreement, which shall constitute the legal, valid and binding obligation of the Developer, enforceable in accordance with its terms, subject to bankruptcy and other laws affecting creditors’ rights generally and to general principles of equity; d. There are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer that would impair its ability to perform under this Agreement; and e. The Developer has obtained or will obtain as and when required by Applicable Regulations, and shall maintain, all government permits, certificates and consents (including, without limitation, environmental approvals required by any Applicable Regulations) necessar y to conduct the Developer’s business and to construct, complete and operate the Project on the Property. SECTION 7. MISCELLANEOUS PROVISIONS Section 7.1. Term of Agreement. This Agreement shall remain in full force and effect until the earlier of (i) the expiration of the Abatement Period or (ii) the earlier termination of this Agreement by the City or the Developer. Upon the expiration of the Abatement Period, this Agreement shall terminate and become null and void. The respective rights and privileges given to the Corporation and the Developer by this Agreement and the respective duties and obligations imposed on the Corporation and the Developer shall apply only to the Project and the Property. Section 7.2. Notice. Whenever notice or other communication is called for in this Agreement to be given or is otherwise given, such notice or other communication shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, addressed as follows: -8- If to the City or the Corporation: with a copy to: City of Jefferson Lauber Municipal Law, LLC Attn: City Counselor Attn: Nathan Nickolaus 320 E. McCarty 308 E. High, Suite 108 Jefferson City, Missouri 65101 Jefferson City, Missouri 65101 If to the Developer: with a copy to: TD – Simonsen, LLC Husch Blackwell LLP Attn: Jeffrey J. Tegethoff Attn: David Richardson P.O. Box 6331 190 Carondelet Plaza, Suite 600 Fishers, Indiana 46038 Clayton, Missouri 63105 or to such other persons as the parties may designate in writing from time to time in accordance with this paragraph. All said notices shall be deemed given upon the deposit in the United States mail or upon hand delivery. Section 7.3. Further Assistance. The City, the Corporation and the Developer each agree to take such actions as may be necessary or appropriate to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. Section 7.4. Severability. The provisions of this Agreement shall be deemed severable. If any word, phrase, term, sentence, paragraph or other portion of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected by such partial invalidity, and each remaining word, phrase, term, sentence, paragraph or other portion of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 7.5. Headings; Agreement Preparation. The headings and captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement or any provision hereof and shall in no way be deemed to explain, modify, amplify or aid in the interpretation or construction of the provisions of this Agreement. In any interpretation, construction or determination of the meaning of any provision of this Agreement, no presumption whatsoever shall arise from the fact that the Agreement was prepared by or on behalf of any party hereto. Section 7.6. Choice of Law; Venue. This Agreement and its performance shall be deemed to have been fully executed, made by the parties in, governed by and construed in accordance with the laws of the State of Missouri applicable to contracts made and to be performed wholly within such state, without regard to choice or conflict of laws provisions. The parties hereto agree that any action at law, suit in equity or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit Court of Cole County, Missouri, or in federal court of the Eastern District of Missouri and each waives any objection based upon venue or forum non conveniens or otherwise. Section 7.7. Entire Agreement; Amendments; No Waiver by Prior Actions. The parties hereto agree that this Agreement shall constitute the entire agreement among the parties and no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing and effective when signed by the duly authorized agents of the parties. The failure of any party hereto to insist in any one or more cases upon the strict performance of any term, covenant or condition of this Agreement to be performed or observed -9- by another party shall not constitute a waiver or relinquishment for the future of any such term, covenant or condition. Section 7.8. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be construed or deemed to constitute a waiver of the City’s sovereign immunity. Section 7.9. Relationship of the Parties; No Third-Party Beneficiaries. Nothing contained in this Agreement nor any act of the City, the Corporation or the Developer shall be deemed or construed to create a partnership or agency relationship between or among any other party, and this Agreement is and shall be limited to the specific purposes set out herein. Other than as expressly provided in this Agreement, no party shall be the agent of or have any rights to create any obligations or liabilities binding on, another party. The parties do not intend to confer any benefit under this Agreement on any other person or entity other than the parties hereto. Section 7.10. Binding Effect. Except as otherwise expressly provided in this Agreement, the covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of the Developer, the City and the Corporation, and their respective permitted successors and assigns. Section 7.11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 7.12. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for the duration of this Agreement, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. [Remainder of Page Intentionally Left Blank] -10- IN WITNESS WHEREOF, the parties have set their hands and seals as of the day and year first written above. CITY OF JEFFERSON, MISSOURI (SEAL) By: Carrie Tergin, Mayor ATTEST: Emily Donaldson, City Clerk JEFFERSON REDEVELOPMENT CORPORATION, INC. By: President ATTEST: Secretary TD – SIMONSEN, LLC By: Jeffrey J. Tegethoff, Manager -11- ACKNOWLEDGMENTS STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared CARRIE TERGIN, to me personally known, who, being by me duly sworn, did say that she is the Mayor of the CITY OF JEFFERSON, MISSOURI, a home-rule city and political subdivision of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed by authority of its City Council, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My commission expires: ____________________ STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared ____________________, to me personally known, who, being by me duly sworn, did say that s/he is the President of the JEFFERSON REDEVELOPMENT CORPORATION, INC., a Missouri Urban Redevelopment Corporation, and that said instrument was signed on behalf of said corporation by authority of its board of directors, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My commission expires: ____________________ -12- STATE OF __________ ) ) SS. COUNTY OF __________ ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared JEFFREY J. TEGETHOFF, to me personally known, who, being by me duly sworn, did say that he is the Manager of TD – SIMONSEN, LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said company by authority of its governing body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My commission expires: ____________________ EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (Form Only) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of __________, 20__, by and between the JEFFERSON REDEVELOPMENT CORPORATION, a Missouri Urban Redevelopment Corporation (the “Corporation” [and “Assignor”]), TD – SIMONSEN, LLC, a Missouri limited liability company (the “Developer” [and “Assignor”]), and [COMPANY NAME], a [state][entity type] (“Assignee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the “Development Agreement,” as hereinafter defined. RECITALS A. Assignor is the “[Corporation/Developer]” under a certain Development Agreement dated as of [*Date*], 2022 which is incorporated in this Agreement by this reference (the “Development Agreement”) by and among the Developer, the Corporation and the City of Jefferson, Missouri (the “City”), which provides for the implementation of the Project in furtherance of the Plan and for the City ’s grant of real property tax abatement for the Property pursuant to Chapter 353. B. The Development Agreement provides that Assignor shall have the right to assign the Development Agreement and to transfer the Property or any portion thereof acquired by Assignor pursuant to the Development Agreement and the Plan and that any such transferee or successor in interest to such property or any part thereof shall be entitled to the property tax relief provided for in section 353.110 of the Revised Statutes of Missouri without further action by the City Council or the City so long as such transferee or successor in interest continues to use, operate and maintain such property for the uses provided in the Plan and in accordance with the Development Agreement. The Development Agreement further provides that any such transferee or successor in interest in the Property shall agree in writing to assume the Developer’s obligations under the Development Agreement with respect to the real property or interest so transferred. C. Assignor is the transferee of ______________________ pursuant to a certain _____ Deed dated as of __________, 20___ and recorded in Book ___, at Page ___ in the Office of the Cole County Recorder of Deeds and wishes to assign to Assignee, and Assignee wishes to assume, the Developer’s rights, duties and obligations under the Development Agreement, all pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Development Agreement with the effect that as of the date hereof, Assignee shall in all respects stand and serve in the place of Assignor under the Development Agreement including, without limitation the right to partial real property tax abatement as set forth in the Development Agreement and approved by the Approving Ordinance, and Assignee hereby accepts such assignment and assumes and agrees to fully and timely perform all of the remaining obligations and duties of the Developer under the Development Agreement. 2. Assignor hereby represents and warrants to Assignee that as of the date of execution of this Agreement by the parties: (i) Assignor has neither received notice nor has knowledge of any default in or breach of any term or condition of the Development Agreement and (ii) Assignor has neither received A-2 notice nor has knowledge of any claim or assertion of a claim contesting the validity or legality of the Plan, the Property or the Approving Ordinance. Subject to the representations and warranties contained in this paragraph, the assignment of the Development Agreement is made hereunder without recourse to Assignor. Assignor makes no other representation or warranty with respect to the Development Agreement. 3. This Agreement and its performance shall be deemed to have been fully executed, made by the parties in, governed by and construed in accordance with the laws of the State of Missouri applicable to contracts made and to be performed wholly within such state, without regard to choice or conflict of laws provisions. The parties hereto agree that any action at law, suit in equity or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit Court of Cole County, Missouri, or in federal court of the Eastern District of Missouri and each waives any objection based upon venue or forum non conveniens or otherwise. 4. The parties hereto agree that this Agreement shall constitute the entire agreement between the parties, and no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing and effective when signed by the duly authorized agents of the parties. 5. The provisions of this Agreement shall be deemed severable. If any word, phrase, term, sentence, paragraph or other portion of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected by such partial invalidity, and each remaining word, phrase, term, sentence, paragraph or other portion of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 6. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. [Remainder of page intentionally left blank; signature pages follow] A-3 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. ASSIGNOR [JEFFERSON REDEVELOPMENT CORPORATION, a Missouri Urban Redevelopment Corporation/ TD – SIMONSEN, LLC, a Missouri limited liability company] By: ______________________________ Title: ATTEST: ______________________________ Title: ASSIGNEE [COMPANY NAME], a [state][entity type] By: ______________________________ Title: ATTEST: ______________________________ Title: A-4 ACKNOWLEDGMENTS STATE OF __________ ) ) SS. COUNTY OF __________ ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared ____________________, to me personally known, who, being by me duly sworn, did say that s/he is the ____________________ of [JEFFERSON REDEVELOPMENT CORPORATION, a Missouri Urban Redevelopment Corporation]/[COMPANY NAME, a [state][entity type] and successor in interest to the Jefferson Redevelopment Corporation], and that said instrument was signed on behalf of said [entity type] by authority of its governing body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said [entity type]. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My commission expires: ____________________ STATE OF __________ ) ) SS. COUNTY OF __________ ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared ____________________, to me personally known, who, being by me duly sworn, did say that s/he is the ____________________ of ____________________, a [state][entity type], and that said instrument was signed on behalf of said [entity type] by authority of its governing body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said [entity type]. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My commission expires: ____________________ B-1 EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY C-1 EXHIBIT C AFFIDAVIT COMPLIANCE WITH THE WORK AUTHORIZATION LAW STATE OF __________ ) ) SS COUNTY OF __________ ) I, the undersigned, am over the age of 18 years and have personal knowledge of the matters stated herein. I am a duly authorized officer of TD – Simonsen, LLC, a Missouri limited liability company (the “Developer”), and am authorized by the Developer to attest to the matters set forth herein. I hereby affirm the Developer’s enrollment and participation in a “federal work authorization program” as defined in Section 285.525 of the Revised Statutes of Missouri. The Developer does not knowingly employ any person who is an “unauthorized alien” as defined in Section 285.525 of the Revised Statutes of Missouri. Further Affiant Sayeth Not. TD – SIMONSEN, LLC By: Jeffrey J. Tegethoff, Manager Subscribed and sworn to before me this _____ day of _______________, 20___. Notary Public My commission expires on: D-1 EXHIBIT D DESIGN PLANS BILL SUMMARY BILL NO: 2022-031 SPONSOR: Councilmember Fitzwater SUBJECT: Chapter 100 Bonds for the Simonsen Project DATE INTRODUCED: July 18, 2022 DEPARTMENT DIRECTOR(S): ____ ____,~-r-------:-------- Staff Recommendation: Approve. Summary: Approves Ch . 100 RSMo. revenue bonds to provide sales tax exemption for materials purchased to construct the Simonsen redevelopment project. Origin of Request: Developer Department Responsible: Law PERSON RESPONSIBLE: RYAN MOEHLMAN Background Information: This ordinance authorizes the issuance of $25,000,000 maximum principal amount of taxable industrial revenue bonds and approves various bond documents in connection therewith, including a base lease from the developer to the City and a le ase back from the City to the developer. The purpose of the bonds is to facilitate a sa les tax exemption on construction materials used in the renovat ion of the Simonsen School property. The bonds are only payable from lease payments made by the developer and not from any tax revenues. The bonds will be tendered for cancellation and the lease-leaseback transaction will be terminated upon completion of construction. A cost-benefit analysis showing the impact of the sales tax exemption was sent to the affected taxing districts, as required by state law. Fiscal Information: None . Bonds are payable only through lease revenues paid by Developer. BILL NO. 2022-031 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS (SIMONSEN REDEVELOPMENT PROJECT), SERIES 2022, IN A PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COSTS OF ACQUIRING, CONSTRUCTING AND IMPROVING A FACILITY FOR AN INDUSTRIAL DEVELOPMENT PROJECT IN THE CITY; APPROVING A PLAN FOR THE PROJECT; AND AUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND TAKE CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Jefferson, Missouri (the “City”), is authorized and empowered pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend and improve certain projects (as defined in the Act), to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, office industry, warehousing and industrial development purposes upon such terms and conditions as the City deems advisable; and WHEREAS, in Attorney General Opinion 180-81, the Missouri Attorney General determined that the construction and rental of multi-family apartments for profit is a commercial enterprise; and WHEREAS, the Plan for an Industrial Development Project (the “Plan”) has been prepared in the form of Exhibit A, attached hereto and incorporated herein by reference; and WHEREAS, notice of the City’s consideration of the Plan has been given in the manner required by the Act, and the City Council has fairly and duly considered all comments submitted to the City Council regarding the proposed Plan; and WHEREAS, the City Council hereby finds and determines that it is desirable for the improvement of the economic welfare and development of the City and within the public purposes of the Act that the City: (1) issue its Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum principal amount of $25,000,000 (the “Bonds”), for the purpose of acquiring a leasehold interest in certain real property located at 501 E. Miller in the City (the “Project Site,” as more fully described in the below-defined Indenture) and renovating the existing historic school building thereon for use as approximately 60-75 residential apartments and amenity space (the “Project Improvements,” as more fully described in the Indenture, and together with acquisition of a leasehold interest in the Project Site, the “Project”), and (2) lease the Project to TD – Simonsen, LLC or an affiliate thereof (the “Developer”); and WHEREAS, the Project is also the subject of the Development Plan for the Simonsen Redevelopment Project (the “Development Plan”) and the Development Agreement among the City, the Developer and the Jefferson Redevelopment Corporation (the “Development Agreement”) approved by Ordinance No. _____ (Bill No. _____), which Development Plan and Development Agreement allow for real property tax abatement for the Project; and WHEREAS, the Development Agreement also contemplates the issuance of the Bonds for the purpose of facilitating a sales tax exemption on construction materials used to construct the Project Improvements; and WHEREAS, the City Council further finds and determines that it is necessary and desirable in connection with the implementation of the Plan and the issuance of the Bonds that the City enter into certain documents and take certain other actions as herein provided. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Approval of the Plan. The City Council hereby approves the Plan. Section 2. Authorization for the Project. The City is hereby authorized to provide for the purchase and construction of the Project, in the manner and as more particularly described in the Indenture and the Lease Agreement hereinafter authorized. Section 3. Authorization of the Bonds. The City is hereby authorized to issue and sell the Bonds as described in the recitals hereto for the purpose of providing funds to pay the costs of the Project. The Bonds shall be issued and secured pursuant to the Indenture and shall have such terms, provisions, covenants and agreements as are set forth in the Indenture. Section 4. Limitation on Liability. The Bonds and the interest thereon shall be limited obligations of the City, payable solely out of certain payments, revenues and receipts derived by the City from the Lease Agreement. Such payments, revenues and receipts shall be pledged and assigned to the bond trustee named in the Indenture (the “Trustee”), as security for the payment of the Bonds as provided in the Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City, the State of Missouri (the “State”) or any other political subdivision thereof, and neither the City nor the State shall be liable thereon. The Bonds shall not constitute an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction and are not payable in any manner by taxation. Section 5. Authorization of Documents. The City is hereby authorized to enter into the following documents (collectively, the “City Documents”), in substantially the forms presented to and approved by the City Council and attached to this Ordinance, with such changes therein as shall be approved by the officials of the City executing the City Documents, such officials’ signatures thereon being conclusive evidence of their approval thereof: (a) Base Lease between the City and the Developer, in substantially the form of Exhibit B, attached hereto and incorporated herein by reference, pursuant to which the Developer will lease the Project to the City pursuant to the terms and conditions contained therein. (b) Lease Agreement (the “Lease Agreement”) between the City and the Developer, in substantially the form of Exhibit C, attached hereto and incorporated herein by reference, pursuant to which the City will lease the Project to the Developer pursuant to the terms and conditions contained therein, in consideration of rental payments by the Developer that will be sufficient to pay the principal of and interest on the Bonds. (c) Trust Indenture (the “Indenture”) between the City and the Trustee, in substantially the form of Exhibit D, attached hereto and incorporated herein by reference, pursuant to which the Bonds will be issued and the City will pledge the Project and assign certain of the payments, revenues and receipts received pursuant to the Lease Agreement to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions set forth therein. (d) Bond Purchase Agreement between the City and the Developer, in substantially the form of Exhibit E, attached hereto and incorporated herein by reference, pursuant to which the Developer will purchase the Bonds. Section 6. Developer Substitution. Notwithstanding the forms of the City Documents approved in substantially final form pursuant to Section 5, at the request of the Developer, any entity controlled by the Developer or under common control with the Developer may be inserted as the Developer in the City Documents prior to execution. Section 7. Execution of Documents. The Mayor is hereby authorized to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor is hereby authorized to execute the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest to and affix the seal of the City to the Bonds and the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 8. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized to, take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Bonds and the City Documents. The Mayor and the City Administrator are hereby authorized, through the term of the Lease Agreement, to execute all documents on behalf of the City (including documents pertaining to the financing or refinancing of the Project by the Developer) as may be required to carry out and comply with the intent of this Ordinance, the Indenture and the Lease Agreement. The Mayor and the City Administrator are further authorized, on behalf of the City, to grant such consents, estoppels and waivers relating to the Bonds, the Indenture or the Lease Agreement as may be requested during the term thereof; provided, such consents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the term of the Lease Agreement or the economic incentives provided therein, waive an event of default or materially change the nature of t he transaction. The City Clerk is authorized to attest to and affix the seal of the City to any document authorized by this Section. Section 9. Severability. It is hereby declared to be the intention of the City Council that each and every part, section and subsection of this Ordinance shall be separate and severable from each and every other part, section and subsection hereof and that the City Council intends to adopt each said part, section and subsection separately and independently of any other part, section or subsection. If any part, section or subsection of this Ordinance shall be determined to be or to have been unlawful or unconstitutional, the remaining parts, sections and subsections shall be and remain in full force and effect, unless the court making such finding shall determine that the valid portions standing alone are incomplete and are incapable of being executed in accord with the legislative intent. Section 10. Effective Date. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -----------------------Approved: ------------------ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk Cit EXHIBIT A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT (On file in the office of the City Clerk) ____________________________ JEFFERSON CITY, MISSOURI PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT AND COST-BENEFIT ANALYSIS SIMONSEN REDEVELOPMENT PROJECT _____________________________ TABLE OF CONTENTS Page I. PURPOSE OF THIS PLAN ......................................................................................................... 1 II. DESCRIPTION OF CHAPTER 100 FINANCINGS ................................................................ 1 General ........................................................................................................................................... 1 Issuance and Sale of Bonds .......................................................................................................... 1 Sales and Use Tax Exemption ...................................................................................................... 2 Property Tax Abatement .............................................................................................................. 2 III. DESCRIPTION OF THE PARTIES........................................................................................... 2 TD – Simonsen, LLC .................................................................................................................... 2 Jefferson City, Missouri ............................................................................................................... 2 IV. REQUIREMENTS OF THE ACT .............................................................................................. 2 Description of the Project ............................................................................................................. 2 Estimate of the Costs of the Project ............................................................................................ 2 Sources of Funds to be Expended for the Project ...................................................................... 2 Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the City .......................................................................................................... 2 Affected School District, Community College District, Emergency Service Providers, County and City ................................................................................................... 3 Current Assessed Valuation ......................................................................................................... 3 Payments in Lieu of Taxes ........................................................................................................... 3 Sales and Use Tax Exemption ...................................................................................................... 3 Cost-Benefit Analysis .................................................................................................................... 3 V. ASSUMPTIONS AND BASIS OF PLAN ................................................................................... 4 * * * I. PURPOSE OF THIS PLAN Jefferson City, Missouri (the “City”), intends to issue taxable industrial revenue bonds in a principal amount not to exceed $25,000,000 (the “Bonds”) to finance the costs of a proposed industrial development project (the “Project”) for the benefit of TD – Simonsen, LLC (including any affiliate of TD – Simonsen, LLC used to implement the Project, the “Developer”). The Bonds will be issued pursuant to the provisions of Sections 100.010 to 100.200 of the Revised Statutes of Missouri (“Chapter 100”), Article VI, Section 27(b) of the Missouri Constitution (collectively with Chapter 100, the “Act”) and the City Charter. The Bonds will initially be owned by the Developer and cannot be transferred, other than to the Developer’s affiliates and lenders, without the City’s prior approval. Gilmore & Bell, P.C. has prepared this Plan for an Industrial Development Project and Cost- Benefit Analysis (this “Plan”) to satisfy requirements of the Act and to analyze the potential costs and benefits, including the related tax impact on all affected taxing jurisdictions, of using industrial revenue bonds to finance the Project and to facilitate a sales and use tax exemption on construction materials used to complete the Project. II. DESCRIPTION OF CHAPTER 100 FINANCINGS General. Chapter 100 authorizes cities, counties, towns and villages to issue industrial development revenue bonds to finance the purchase, construction, extension and improvement of warehouses, distribution facilities, research and development facilities, office industries, agricultural processing industries, service facilities that provide interstate commerce, and industrial plants, including the real estate either within or without the limits of such municipalities, buildings, fixtures, and machinery. In addition, Article VI, Section 27(b) of the Missouri Constitution authorizes cities, counties, towns and villages to issue revenue bonds for the purpose of paying all or part of the cost of purchasing, constructing, extending or improving any facility for manufacturing, commercial, warehousing and industrial development purposes, including the real estate, buildings, fixtures and machinery. Under Attorney General Opinion 180-81, the Missouri Attorney General determined that the construction and rental of multi-family apartments for profit is a commercial enterprise. Issuance and Sale of Bonds. Revenue bonds issued pursuant to the Act do not require voter approval and are payable solely from revenues received from a lease or other disposition of the project. The municipality issues its bonds and in exchange, the benefited company promises to make payments that are sufficient to pay the principal of and interest on the bonds as they become due. Thus, the municipality merely acts as a conduit for the financing. Concurrently with the closing of the bonds, the benefitted company will lease the site on which the project will be located to the municipality. The municipality will immediately lease the project site and the improvements thereon back to the benefited company pursuant to a lease agreement. The lease agreement will require the benefitted company, acting on behalf of the municipality, to use the bond proceeds to purchase and construct the project. Under the lease agreement, the benefitted company typically: (1) unconditionally agrees to make payments sufficient to pay the principal of and interest on the bonds as they become due; (2) agrees, at its own expense, to maintain the project, to pay all taxes and assessments with respect to the project and to maintain adequate insurance; (3) may, at its own expense, make certain additions, modifications or improvements to the project; (4) may assign its interests under the lease agreement or sublease the project while remaining responsible for payments under the lease agreement; (5) covenants to maintain its corporate existence during the term of the bond issue; and (6) agrees to indemnify the municipality for certain liability the municipality might incur as a result of its participation in the transaction. -2- Sales and Use Tax Exemption. The purpose of this Plan is to provide a sales and use tax exemption on qualified building materials. Under the Act and other applicable state law, qualified building materials can be exempt from sales and use tax if approved by the municipality. The sales and use tax exemption is evidenced by a project exemption certificate issued by the municipality. Property Tax Abatement. While the Act is often used to facilitate real or personal property tax abatement, the Developer is not seeking, and this Plan does not authorize, any real or personal property tax abatement or exemption. However, a separate Development Plan for the Simonsen Redevelopment Project to the City, requesting 25 years of real property tax abatement pursuant to Chapter 353 of the Revised Statutes of Missouri (“Chapter 353”) has been prepared. As required by Chapter 353, a written tax impact statement regarding the proposed real property tax abatement will be provided to the affected taxing districts. III. DESCRIPTION OF THE PARTIES TD – Simonsen, LLC. The Developer has been formed for the sole purpose of acquiring, constructing and owning the Project. One of the Developer’s managers has been involved in several similarly sized multi-family and mixed-use projects, including Wildhorse Village in Chesterfield, Missouri, and Riverpointe in St. Charles, Missouri. Jefferson City, Missouri. The City is a charter city and political subdivision of the State of Missouri. The City is authorized and empowered pursuant to the provisions of the Act to purchase, construct, extend, equip and improve certain projects (as defined in the Act), to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, warehousing and industrial development purposes upon such terms and conditions as the City deems advisable. IV. REQUIREMENTS OF THE ACT A. Description of the Project. The Project consists of acquiring approximately 3.68 acres of real property located at 501 E. Miller in the City (the “Project Site”) and renovating the existing historic Simonsen school building thereon for use as approximately 60-75 residential apartments (the “Project Improvements” and, together with the acquisition of the Project Site, the “Project”). The Project is expected to be completed within 24 months of commencement. B. Estimate of the Costs of the Project. The acquisition and construction of the Project are estimated to cost approximately $23,000,000. The Bonds will be issued in the maximum principal amount of $25,000,000 to provide for contingencies. C. Sources of Funds to be Expended for the Project. The sources of funds to be expended for the Project will be the proceeds of the Bonds in the maximum principal amount of $25,000,000 and other available funds of the Developer. The Bonds will be payable solely from the revenues derived by the City from the lease or other disposition of the Project (as further described below). The Bonds will not be an indebtedness or general obligation, debt or liability of the City or the State of Missouri. No tax revenues will be used to repay the Bonds. D. Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the City. During construction of the Project Improvements, the City will lease or sublease the Project to the Developer for lease payments equal to the principal of and interest on the Bonds. Under the terms of the lease agreement with the City, the Developer will have the option to purchase the Project at any time for nominal consideration. All leases or subleases entered into in furtherance of this Plan in -3- connection with the Project Improvements will terminate following completion of the Project Improvements. E. Affected School District, Community College District, Emergency Service Providers, County and City. The Jefferson City School District is the school district affected by the Project. No community college, fire or ambulance districts are affected by the Project. Cole County, Missouri, is the county affected by the Project. Jefferson City, Missouri, is the city affected by the Project. A Cost- Benefit Analysis showing the impact of the proposed sales and use tax exemption on qualified building materials is included below. As noted above, this Plan does not provide for real or personal property tax abatement; however, a separate Development Plan submitted to the City pursuant to Chapter 353 requests 25 years of real property tax abatement. Accordingly, no property tax districts are impacted by this Plan, except to the extent (1) such districts receive additional tax revenues associated with the Project’s assessed value (after conclusion of the 25-year tax abatement period proposed pursuant to Chapter 353) and (2) such districts also impose a sales or use tax. A written tax impact statement regarding the Chapter 353 real property tax abatement will be provided to the affected taxing districts. F. Current Assessed Valuation. The most recent equalized assessed valuation (2021) of the real property included in the Project is $14,100. The total equalized assessed valuation of real property included in the Project after construction of the Project Improvements is estimated to be approximately $2,250,018. G. Payments in Lieu of Taxes. This Plan does not provide for any real property tax abatement or any payments in lieu of taxes. However, as noted above, a written tax impact statement regarding real property tax abatement under Chapter 353 and associated payments in lieu of taxes will be provided to the affected taxing districts. H. Sales and Use Tax Exemption. Qualified building materials purchased for the construction of the Project Improvements are expected to be exempt from sales and use tax pursuant to the provisions of Section 144.062 of the Revised Statutes of Missouri and the Bond documents upon delivery of a project exemption certificate by the City to the Developer. I. Cost-Benefit Analysis. In compliance with Section 100.050.2(3) of the Revised Statutes of Missouri, this Plan has been prepared to show the costs and benefits to the City and to other taxing jurisdictions affected by the sales and use tax exemption for the Project. This Plan does not attempt to quantify the overall economic impact of the Project. The City will grant a sales and use tax exemption on the qualified building materials necessary to construct the Project Improvements. For purposes of determining the impact of the exemption granted by the City on the affected taxing jurisdictions, it was assumed that: • $5,921,100 of the total costs of the Project Improvements will be allocated to construction material costs; • the applicable sales tax rate is 7.975%, of which 4.225% is allocated to the State of Missouri, 1.500% is allocated to Cole County and 2.250% is allocated to the City; • the applicable use tax rate is 5.725%, of which 4.225% is allocated to the State of Missouri and 1.500% is allocated to Cole County; • 80% of the qualified construction materials will be subject to the State’s sales tax and 20% will be subject to the State’s use tax; -4- • 20% of the qualified construction materials will be subject to the County’s sales and use taxes; and • 20% of the qualified construction materials will be subject to the City’s sales tax. Please note that any variance in these assumptions will alter the net fiscal impact of the sales and use tax exemption on the affected taxing jurisdictions. Based on the assumptions set forth above, the net fiscal impact of the sales and use tax exemption on the qualified building materials granted by the City is approximately $312,338, allocated as follows: Sales Tax Use Tax Total State of Missouri $ 200,133 $ 50,033 $ 250,166 Cole County 17,763 17,763 35,527 Jefferson City 26,645 n/a 26,645 Total $ 244,541 $ 67,797 $ 312,338 The City believes that the Developer’s investment in the Project will create construction jobs during the construction period, spur additional investment in the City and add to the City’s population. The Project will also generate significant real property taxes after conclusion of the 25-year Chapter 353 abatement period and significant personal property taxes from residents of the Project. These ancillary impacts were not measured for purposes of this Plan. This Plan does not attempt to quantify the overall economic impact of the Project. V. ASSUMPTIONS AND BASIS OF PLAN As described herein, this Plan includes assumptions that impact the amount of the sales and use tax exemption proposed for the Project. In addition to the foregoing, in order to complete this Plan, Gilmore & Bell, P.C. has generally reviewed and relied upon information furnished by, and has participated in conferences with, representatives of the City and its counsel, representatives of the Developer and its counsel and other persons as the firm has deemed appropriate. Gilmore & Bell, P.C. does not assume any responsibility for the accuracy, completeness or fairness of any of the information provided by others and has not independently verified the accuracy, completeness or fairness of such information. * * * EXHIBIT B BASE LEASE (On file in the office of the City Clerk) Gilmore & Bell, P.C. Draft – July 11, 2022 ------------------------------------------------------------------------------------------------------------------------------- (The above space is reserved for Recorder's Certification.) TITLE OF DOCUMENT: BASE LEASE DOCUMENT DATED AS OF: [*Date*], 2022 GRANTOR: TD – SIMONSEN, LLC GRANTOR’S MAILING ADDRESS: P.O. Box 6331 Fishers, Indiana 46038 GRANTEE: CITY OF JEFFERSON, MISSOURI GRANTEE’S MAILING ADDRESS: 320 E. McCarty Jefferson City, Missouri 65101 RETURN DOCUMENTS TO: Mark A. Spykerman, Esq. Gilmore & Bell, P.C. 211 North Broadway, Suite 2000 St. Louis, Missouri 63102 LEGAL DESCRIPTION: See Exhibit A BASE LEASE THIS BASE LEASE (this “Base Lease ”) is made and entered into as of [*Date*], 2022 (the “Effective Date”), by and between TD – SIMONSEN, LLC , a limited liability company organized and existing under the laws of the State of Missouri (the “Developer”), and the CITY OF JEFFERSON, MISSOURI, a home-rule city organized and existing under its charter and the laws of the State of Missouri (the “City”). RECITALS: A. The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend and improve certain projects (as defined in the Act), to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, office industry, warehousing and industrial development purposes upon such terms and conditions as the City deems advisable. Under Attorney General Opinion 180-81, the Missouri Attorney General determined that the construction and rental of multi -family apartments for profit is a commercial enterprise. B. Pursuant to the Act, the City Council passed Ordinance No. _____ on ___________, 2022 (the “Ordinance”), authorizing the City to issue its T axable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum principal amount of $25,000,000 (the “Bonds”), for the purpose of (a) acquiring a leasehold interest in approximately 4.59 acres of real property located at 501 E. Miller Street in the City (as legally described on Exhibit A, the “Project Site”) and (b) renovating the existing historic school building located thereon for use as approximately 60-75 residential apartments and amenity space (the “Project Improvements”). C. Pursuant to the Act and the Ordinance, the City is authorized to (a) enter into a Trust Indenture of even date herewith with [*Trustee*], as trustee, for the purpose of issuing and securing the Bonds, as therein provided, (b) enter into this Base Lease with the Developer under which the City will acquire a leasehold interest in the Project Site and (c) enter into a Lease Agreement of even date herewith (the “Lease”) with the Developer under which the City will, or will cause the Develope r to, construct the Project Improvements and will lease the Project Improvements, as they may at any time exist, together with the City’s leasehold interest in the Project Site (collectively, the “Project”) to the Developer in consideration of rental payme nts by the Developer that will be sufficient to pay the principal of and interest on the Bonds . D. In connection with the issuance of the Bonds and the execution of the Lease, the City has agreed to cooperate with the Developer and the contractors for the Project Improvements in acquiring the benefits of sales tax exemption for purchases of materials used to construct the Project Improvements. E. The Developer desires to lease the Project to the City, and the City desires to lease the Project from the Developer and to acquire and hold a leasehold interest for the term of this Base Lease as more fully described in this Base Lease. NOW, THEREFORE , in consideration of the premises and the mutual representations, covenants and agreements herein contained, the City and the Developer do hereby represent, covenant and agree as follows: - 3 - Section 1. Definitions . In addition to any words and terms defined elsewhere in this Base Lease, capit alized words and terms used in this Base Lease shall have the meanings given to such terms in the Lease. Section 2. Representations by the City. The City makes the following representations as the basis for the undertakings on its part herein contained: (a) The City is an incorporated political subdivision of the State of Missouri. (b) Under the provisions of the Act and the City Charter, the City has lawful power and authority to enter into the transactions contemplated by this Base Lease and to carry out its obligations hereunder. (c) By proper action of its governing body, the City has been duly authorized to execute and deliver this Base Lease, acting by and through its duly authorized officers. Section 3. Representations by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Developer is a limited liability company validly existing and in good standing under the laws of the State of Missouri. (b) The Developer has lawful power and authority to enter into this Base Lease and to carry out its obligations hereunder, and the Developer has been duly authorized to execute and deliver this Base Lease, acting by and through its duly authorized officers and representatives. (c) The Developer is the owner of the Project Site and is permitted to lease the Project to the City pursuant to this Base Lease. Section 4. Lease Term. This Base Lease shall become effective upon execution and delivery and, subject to earlier termination pursuant to the provisions of this Base Lease, shall have a term commencing as of the date of this Base Lease and terminating simultaneously with the termination of the Lease. Section 5. Granting of Leasehold Estate. The Developer hereby rents, leases and lets the Project to the City, and the City hereby rents, leases and hires the Project from the Developer, subject to Permitted Encumbrances existing as of the date of the execution and delivery hereof, for the rentals and upon and subject to the terms and conditions herein contained. Section 6. Rent. In addition to the City’s obligations under the Lease and the Development Agreement , the City hereby agrees to pay to the Developer annual rent under this Base Lease (the “Rent”) equal to One Dollar and no/100 ($1.00 ), which shall be due on the date of this Base Lease and on each January 1 thereafter during the term of this Base Lease . The Developer hereby acknowledges that it has received the Rent due on the date of this Base Lease . Section 7. Use and Possession of the Project. The City will have the rights of use and possession of the Project only to the extent permitted by the Lease. Section 8. Assignability. The City will not assign, sublease, mortgage or otherwise transfer or encumber its interest in this Base Lease except to the Developer pursuant to the Lease . - 4 - Section 9. Repairs and Maintenance. The Developer shall, at its sole cost and expense, maintain and repair the Project , and all portions thereof and improvements there to, to the extent required by the Lease. In no event shall the City be required to make any repairs, improvements, additions, replacements, reconstructions or other changes to the Project or perform any maintenance thereon. Section 10. Taxes. Pursuant to Section 6.2 of the Lease , the Developer shall promptly pay all taxes or other governmental charges, that if unpaid, would encumber the City’s leasehold interest in the Project. Section 11. Insurance . The Developer shall maintain the insurance policies required by Article VII of the Lease . Section 12. Condemnation. If, at any time during the term of this Base Lease, there shall be a total or partial taking of the Project in condemnation proceedings or by any right of eminent domain or by sale in lieu thereof, the parties shall have the rights and obligations provided in the Lease, and this Base Lease shall terminate only to the extent and in the manner provided in the Lease. Section 13. Surrender of the Project. Except as otherwise expressly provided in this Base Lease, the City shall surrender and deliver up the Project and all associated improvements to the Developer at the expiration or other termination of this Base Lease, to the limited extent that the City may have any rights to possession thereof as expressly provided herein, without fraud or delay. Section 14. Notices. Any and all notices, demands, requests, submissions, approvals, consents, disapprovals, objections, offers or other communications or documents required to be given, delivered or served or which may be given, delivered or served under or by the terms and provisions of this Base Lease or pursuant to law or otherwise, shall be made in the form and manner provided in the Lease. Section 15. Developer’s Right to Terminate. The Developer may terminate this Base Lease at any time by exercising its option to purchase the Ci ty’s interest in the Project pursuant to Article XI of the Lease. Section 16. Conflict with the Lease . In the event of any conflict between the terms hereof and the terms of the Lease, the terms of the Lease shall control. Section 17. Limitation on Liability of City. No provision, covenant or agreement contained in this Base Lease or any obligation herein imposed upon the City, or the breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a charge upon the general credit or taxing powers of the City or the State of Missouri. Such limitation shall not apply to any liability or charge directly resulting from the City’s breach of any material provision, covenant or agreement contained herein. Section 18. Governing Law. This Base Lease shall be construed in accordance with and governed by the laws of the State of Missouri. Section 19. Binding Effect. This Base Lease shall be binding upon and shall inure to the benefit of the City and the Developer and their respective successors and assigns. - 5 - Section 20. Severability. If for any reason any provision of this Base Lease is determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby. Section 21. Execution in Counterparts. This Base Lease may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 22. Electronic Storage. The parties agree that the transaction described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 23. Subordination of Base Lease. By its execution hereof, each of the Developer and the City hereby agree that this Base Lease shall be, is and shall continue to be, subordinate and inferior to that certain Deed of Trust dated __________, 2022, executed by the Developer for the benefit of [*Lender*] (the “Fee Deed of Trust”) until all [*Obligations*] (as such term is defined in the Fee Deed of Trust) have been indefeasibly paid and performed in full, including but not limited to, all future advances and future obligations secured by the Fee Deed of Trust. Such subordination shall be self-operative and shall be irrespective of the time, manner, order of recording or perfection or any other priority that ordinarily would result under the Uniform Commercial Code as enacted in each and every applicable jurisdiction, and as amended from time to time, and other applicable law for the order of granting or perfecting any security interests referred to herein. Section 24. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for the duration of this Base Lease, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. [Remainder of Page Intentionally Left Blank] - 6 - IN WITNESS WHEREOF , the parties hereto have executed this Base Lease as of the Effective Date. TD – SIMONSEN, LLC, a Missouri limited liability company By: Jeffrey J. Tegethoff, Manager ACKNOWLEDGMENT STATE OF __________ ) ) SS. COUNTY OF __________ ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared JEFFREY J. TEGETHOFF, to me personally known, who, being by me duly sworn, did say that he is the Manager of TD – SIMONSEN, LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said company by authority of its governing body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Name: Notary Public in and for said State My Commission Expires: PLEASE AFFIX SEAL FIRMLY AND CLEARLY IN THIS BOX - 7 - CITY OF JEFFERSON, MISSOURI (SEAL) By: Carrie Tergin, Mayor Attest: Emily Donaldson, City Clerk ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this _____ day of __________, 2022, before me, the undersigned, a Notary Public in and for said State, appeared CARRIE TERGIN, to me personally known, who, being by me duly sworn, did say that she is the Mayor of the CITY OF JEFFERSON, MISSOURI, a home-rule city and political subdivision of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed by authority of its City Council, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above Name: Notary Public in and for said State My Commission Expires: PLEASE AFFIX SEAL FIRMLY AND CLEARLY IN THIS BOX [Base Lease] EXHIBIT A LEGAL DESCRIPTION OF PROJECT SITE The land situated in the County of Cole, State of Missouri, and described as follows: EXHIBIT C LEASE AGREEMENT (On file in the office of the City Clerk) Gilmore & Bell, P.C. Draft – July 11, 2022 CITY OF JEFFERSON, MISSOURI, As Lessor, AND TD – SIMONSEN, LLC, As Lessee ____________ LEASE AGREEMENT Dated as of [*Date*], 2022 ____________ Relating to: $25,000,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project) Series 2022 Certain rights of the City of Jefferson, Missouri (the “City”), in this Lease Agreement have been pledged and assigned to [*Trustee*], as trustee under the Trust Indenture dated as of [*Date*], 2022, between the City and the Trustee. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms ......................................................................................... 2 Section 1.2. Rules of Interpretation ........................................................................................................ 2 Section 1.3. Incorporation ....................................................................................................................... 3 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the City ................................................................................................ 3 Section 2.2. Representations by the Developer ...................................................................................... 4 ARTICLE III GRANTING PROVISIONS Section 3.1. Granting of Leasehold Estate .............................................................................................. 4 Section 3.2. Lease Term ......................................................................................................................... 4 Section 3.3. Possession and Use of the Project ....................................................................................... 4 ARTICLE IV PURCHASE AND CONSTRUCTION OF THE PROJECT Section 4.1. Issuance of the Bonds ......................................................................................................... 5 Section 4.2. Purchase and Construction of the Project ........................................................................... 5 Section 4.3. Project Costs ....................................................................................................................... 6 Section 4.4. Payment for Project Costs ................................................................................................... 6 Section 4.5. Establishment of Completion Date ..................................................................................... 6 Section 4.6. Surplus in Project Fund ....................................................................................................... 6 Section 4.7. Project Property of the City ................................................................................................ 7 Section 4.8. Non-Project Improvements, Machinery and Equipment Property of the Developer .......... 7 ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent ........................................................................................................................... 7 Section 5.2. Additional Rent ................................................................................................................... 8 Section 5.3. Obligations of the Developer Absolute and Unconditional ................................................ 8 Section 5.4. Prepayment of Basic Rent ................................................................................................... 9 (ii) ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs .................................................................................................... 9 Section 6.2. Taxes, Assessments and Other Governmental Charges ...................................................... 9 Section 6.3. Utilities.............................................................................................................................. 10 ARTICLE VII INSURANCE Section 7.1. Title Commitment ............................................................................................................. 10 Section 7.2. Casualty Insurance ............................................................................................................ 10 Section 7.3. Public Liability Insurance ................................................................................................. 11 Section 7.4. Blanket Insurance Policies ................................................................................................ 11 Section 7.5. Worker’s Compensation ................................................................................................... 11 Section 7.6. Sovereign Immunity ......................................................................................................... 11 ARTICLE VIII ALTERATION OF THE PROJECT Section 8.1. Additions, Modifications and Improvements to the Project ............................................. 11 Section 8.2. Additional Improvements on the Project Site ................................................................... 12 Section 8.3. Permits and Authorizations ............................................................................................... 12 Section 8.4. Mechanics’ Liens .............................................................................................................. 12 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction ..................................................................................................... 13 Section 9.2. Condemnation ................................................................................................................... 14 Section 9.3. Bondowner Approval ........................................................................................................ 15 ARTICLE X SPECIAL COVENANTS Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification . 16 Section 10.2. Surrender of Possession .................................................................................................... 16 Section 10.3. Right of Access to the Project ........................................................................................... 16 Section 10.4. Granting of Easements; Leasehold Mortgages and Financing Arrangements .................. 17 Section 10.5. Indemnification of City and Trustee ................................................................................. 19 Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits .......................................... 20 Section 10.7. Developer to Maintain its Existence ................................................................................. 20 Section 10.8. Security Interests ............................................................................................................... 20 Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities Regarding Environmental Matters ..................................................................................................... 20 (iii) ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT Section 11.1. Option to Purchase the Project .......................................................................................... 22 Section 11.2. Conveyance of the Project ................................................................................................ 23 Section 11.3. Relative Position of Option and Indenture ........................................................................ 23 Section 11.4. Obligation to Purchase the Project .................................................................................... 23 Section 11.5. Right to Set-Off ................................................................................................................ 23 ARTICLE XII DEFAULTS AND REMEDIES Section 12.1. Events of Default .............................................................................................................. 24 Section 12.2. Remedies on Default ......................................................................................................... 25 Section 12.3. Survival of Obligations ..................................................................................................... 25 Section 12.4. Performance of the Developer’s Obligations by the City ................................................. 25 Section 12.5. Rights and Remedies Cumulative ..................................................................................... 26 Section 12.6. Waiver of Breach .............................................................................................................. 26 Section 12.7. Trustee’s Exercise of the City’s Remedies ....................................................................... 26 ARTICLE XIII ASSIGNMENT AND SUBLEASE Section 13.1. Assignment; Sublease ....................................................................................................... 26 Section 13.2. Assignment of Revenues by City ...................................................................................... 27 Section 13.3. Prohibition Against Leasehold Mortgage of Project ......................................................... 27 Section 13.4. Restrictions on Sale or Encumbrance of Project by City .................................................. 27 ARTICLE XIV AMENDMENTS, CHANGES AND MODIFICATIONS Section 14.1. Amendments, Changes and Modifications ....................................................................... 28 ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.1. Notices .............................................................................................................................. 28 Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals .................................... 29 Section 15.3. Net Lease .......................................................................................................................... 29 Section 15.4. Limitation on Liability of City .......................................................................................... 30 Section 15.5. Governing Law ................................................................................................................. 30 Section 15.6. Binding Effect ................................................................................................................... 30 Section 15.7. Severability ....................................................................................................................... 30 Section 15.8. Execution in Counterparts................................................................................................. 30 Section 15.9. Electronic Transaction ...................................................................................................... 30 Section 15.10. City Consent ..................................................................................................................... 30 (iv) Section 15.11. Subordination of Lease ..................................................................................................... 30 Section 15.12. Anti-Discrimination Against Israel Act ............................................................................ 30 Signatures and Seal ........................................................................................................... 32 Exhibit A - Project Site Exhibit B - Form of Requisition Certificate LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of [*Date*], 2022 (this “Lease”), between the CITY OF JEFFERSON, MISSOURI, a home-rule city organized and existing under its charter and the laws of the State of Missouri (the “City”), as lessor, and TD – SIMONSEN, LLC, a limited liability company organized and existing under the laws of the State of Missouri (the “Developer”), as lessee; RECITALS: 1. The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend and improve certain projects (as defined in the Act), to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, office industry, warehousing and industrial development purposes upon such terms and conditions as the City deems advisable. Under Attorney General Opinion 180-81, the Missouri Attorney General determined that the construction and rental of multi-family apartments for profit is a commercial enterprise. 2. Pursuant to the Act, the City Council passed Ordinance No. _____ on ________, 2022 (the “Ordinance”), authorizing the City to issue its Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum principal amount of $25,000,000 (the “Bonds”), for the purpose of (a) acquiring a leasehold interest in approximately 4.59 acres of real property located at 501 E. Miller Street in the City (as legally described on Exhibit A, the “Project Site”) and (b) renovating the historic school building located thereon for use as approximately 60-75 residential apartments and amenity space (the “Project Improvements”). 3. Pursuant to the Act and the Ordinance, the City is authorized to (a) enter into a Trust Indenture of even date herewith (the “Indenture”) with [*Trustee*], as trustee (the “Trustee”), for the purpose of issuing and securing the Bonds, as therein provided, (b) enter into a Base Lease of even date herewith (the “Base Lease”) with the Developer under which the City will acquire a leasehold interest in the Project Site and (c) enter into this Lease with the Developer under which the City will, or will cause the Developer to, construct the Project Improvements and will lease the Project Improvements, as they may at any time exist, together with the City’s leasehold interest in the Project Site (collectively, the “Project”) to the Developer in consideration of rental payments by the Developer that will be sufficient to pay the principal of and interest on the Bonds. 4. The City and the Developer acknowledge and agree that title to the Project is subject and subordinate to the Deed of Trust (the “Fee Deed of Trust”) granted by the Developer to [*Lender*] and its successors and assigns (the “Lender”), pursuant to various loan documents (the “Loan Documents”) evidencing the loan made by the Lender and secured by the Fee Deed of Trust. 5. In consideration of the terms and conditions of this Lease, the Ordinance, issuance of the Bonds and certain other agreements, the City, the Jefferson Redevelopment Corporation and the Developer have concurrently herewith entered into a Development Agreement of even date herewith (the “Development Agreement”). 6. Pursuant to the foregoing, the City desires to lease the Project to the Developer and the Developer desires to lease the Project from the City, for the rentals and upon the terms and conditions hereinafter set forth. -2- NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined elsewhere in this Lease, capitalized words and terms used in this Lease shall have the meanings given to such words and terms in Section 101 of the Indenture (which definitions are hereby incorporated by reference). Section 1.2. Rules of Interpretation. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (b) Unless the context otherwise indicates, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including governmental entities, as well as natural persons. (c) Wherever in this Lease it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the case may be, such act or obligation. (d) All references in this instrument to designated “Articles,” “Sections” and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision. (e) The Table of Contents and the Article and Section headings of this Lease shall not be treated as a part of this Lease or as affecting the true meaning of the provisions hereof. (f) Whenever an item or items are listed after the word “including,” such listing is not intended to be a listing that excludes items not listed. (g) Whenever the City is required to “cooperate,” “cooperate fully” or “act promptly” on a matter set forth in this Lease, the City’s cooperation shall be deemed to be reasonable cooperation and the City’s promptness shall be deemed to be reasonable promptness; provided, however, the City shall not be required to incur any costs, expenses, obligations or liabilities in providing such reasonable cooperation and promptness. -3- Section 1.3. Incorporation. (a) The Recitals hereof are all incorporated into this Lease as if fully and completely set out in this Section. (b) The Exhibits to this Lease are hereby incorporated into and made a part of this Lease. ARTICLE II REPRESENTATIONS Section 2.1. Representations by the City. The City makes the following representations as the basis for the undertakings on its part herein contained: (a) The City is an incorporated political subdivision duly organized and validly existing under the laws of the State of Missouri and the City Charter. Under the provisions of the Act, the City has lawful power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. By proper action of its City Council, the City has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers. (b) As of the date of delivery hereof, the City agrees to acquire a leasehold interest in the Project Site pursuant to the Base Lease and to construct or cause the construction of the Project Improvements. The City agrees to lease the Project to the Developer and to sell the Project to the Developer if the Developer exercises its option to purchase the Project or upon termination of this Lease, all for the purpose of furthering the public purposes of the Act. (c) To the City’s knowledge, no member of the City Council or any other officer of the City has any significant or conflicting interest, financial, employment or otherwise, in the Developer or in the transactions contemplated hereby. (d) To finance the costs of the Project, the City proposes to issue the Bonds, which will be scheduled to mature as set forth in Article II of the Indenture and will be subject to redemption prior to maturity in accordance with the provisions of Article III of the Indenture. (e) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Project and the net earnings therefrom, consisting of all rents, revenues and receipts to be derived by the City from the leasing or sale of the Project, will be pledged and assigned to the Trustee as security for payment of the principal of and interest on the Bonds and amounts owing pursuant to this Lease. (f) The City will not knowingly take any affirmative action that would permit a lien to be placed on the Project or pledge the revenues derived therefrom for any bonds or other obligations, other than the Bonds, except with the written consent of the Authorized Developer Representative; provided, however, the City’s execution of this Lease, the Base Lease, the Indenture and the Development Agreement shall not be deemed to violate this Section 2.1(f). (g) The City will not operate the Project as a business or in any other manner except as the lessor thereof. -4- Section 2.2. Representations by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri. (b) The Developer has lawful power and authority to enter into this Lease and to carry out its obligations hereunder, and the Developer has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers and representatives. (c) The execution and delivery of this Lease, the consummation of the transactions contemplated hereby and the performance of or compliance with the terms and conditions of this Lease by the Developer will not, to the Developer’s knowledge, conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust, lease or any other restrictions or any agreement or instrument to which the Developer is a party or by which it or any of its property is bound, or the Developer’s organizational documents, or any order, rule or regulation applicable to the Developer or any of its property of any court or governmental body, or constitute a default under any of the foregoing, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Developer under the terms of any instrument or agreement to which the Developer is a party. (d) The Project will comply in all material respects with all applicable building and zoning, health, environmental and safety orders and laws and all other applicable laws, rules and regulations. ARTICLE III GRANTING PROVISIONS Section 3.1. Granting of Leasehold Estate. The City hereby exclusively rents, leases and lets the Project to the Developer, and the Developer hereby rents, leases and hires the Project from the City, subject to the Base Lease and other Permitted Encumbrances existing as of the date of the execution and delivery hereof, for the rentals and upon and subject to the terms and conditions herein contained. The City and the Developer agree and acknowledge that title to the Project is subject to the lien granted to the Lender by the Developer and no further notice of the Fee Deed of Trust is required for the Lender to have all Lender rights and protections provided herein and in the Indenture. Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery. Subject to earlier termination pursuant to the provisions of this Lease, the lease of the Project shall terminate on December 31, 2024. Section 3.3. Possession and Use of the Project. (a) The City covenants and agrees that as long as neither the City nor the Trustee has exercised any of the remedies set forth in Section 12.2 following the occurrence and continuance of an Event of Default, as defined in Section 12.1, the Developer shall have sole and exclusive possession of the Project (subject to Permitted Encumbrances and the City’s and the Trustee’s right of access pursuant to Section 10.3) and shall and may peaceably and quietly have, hold and enjoy the Project during the Lease -5- Term. The City covenants and agrees that it will not take any action, other than expressly pursuant to Article XII, the Indenture, the Base Lease and the Development Agreement to prevent the Developer from having quiet and peaceable possession and enjoyment of the Project during the Lease Term and will, at the request and expense of the Developer, cooperate with the Developer to defend the Developer’s quiet and peaceable possession and enjoyment of the Project. (b) Subject to the provisions of this Section, the Developer shall have the exclusive right to use the Project for any lawful purpose contemplated by the Act and consistent with the terms of the Development Agreement. The Developer shall comply in all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local and other governments or governmental authorities, now or hereafter applicable to the Project, as to the manner of use or the condition of the Project, or that otherwise may be applicable by virtue of the City’s interest in the Project. The Developer shall also comply with the mandatory requirements, rules and regulations of all insurers under the policies carried under the provisions of Article VII. The Developer shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the failure of the Developer to comply with the provisions of this Section. Notwithstanding any provision contained in this Section, however, the Developer may, at its own cost and expense, contest or review by legal or other appropriate procedures the validity or legality of any such governmental statute, law, ordinance, order, judgment, decree, regulation, direction or requirement, or any such requirement, rule or regulation of an insurer, and during such contest or review the Developer may refrain from complying therewith. ARTICLE IV PURCHASE AND CONSTRUCTION OF THE PROJECT Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, the City agrees that, upon request of the Developer, it will issue, sell and cause to be delivered the Bonds to the purchaser thereof in accordance with the provisions of the Indenture and the Bond Purchase Agreement. Section 4.2. Purchase and Construction of the Project. The City and the Developer agree that the Developer, as the agent of the City, shall, but solely from the Project Fund, purchase and construct the Project as follows: (a) The City will acquire a leasehold interest in the Project Site at the execution hereof. Concurrently with the execution of this Lease, (i) the Base Lease will be executed by the City and the Developer and placed of record, and (ii) the commitment for title insurance or ownership and encumbrance report required by Article VII will be delivered to the City and the Trustee. (b) On behalf of the City, the Developer will purchase and construct the Project Improvements on the Project Site and otherwise improve the Project Site in accordance with the Plans and Specifications. The Developer may revise the Plans and Specifications from time to time as it deems necessary to carry out the Project, but revisions that affect the status of the Project as a “project” under the Act or that would materially alter the accuracy of the description of the Project in the Plan for an Industrial Development Project and Cost/Benefit Analysis distributed under the Act may be made only with the prior written approval of the City. The Developer agrees that the aforesaid construction and improvement will, with such changes and additions as may be made hereunder, result in facilities suitable for use by the Developer for its purposes, and that all real and -6- personal property described in the Plans and Specifications, with such changes and additions as may be made hereunder, is desirable and appropriate in connection with the Project. The provisions of this paragraph are in addition to and do not supersede any of the provisions of Article VIII. (c) The Developer will comply with the provisions of Section 107.170 of the Revised Statutes of Missouri to the extent applicable to the construction of the Project. (d) The Developer will cause the purchase and construction of the Project to be completed on or before the Completion Date, except as otherwise provided in Section 4.5. (e) The Project Improvements shall be constructed in a good and workmanlike manner and in strict compliance with all applicable laws, orders and ordinances. Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the Project Fund, and hereby authorizes and directs the Trustee to pay for, but solely from the Project Fund, all Project Costs upon receipt by the Trustee of a certificate pursuant to Section 4.4. The Developer may not submit any requisition certificates for Project Costs incurred after the Completion Date. The Developer must submit all requisition certificates for Project Costs incurred before the Completion Date within three months after the Completion Date. The maximum amount of Project Costs for which requisitions may be submitted is expressly limited to $25,000,000. Section 4.4. Payment for Project Costs. The City hereby authorizes and directs the Trustee to make disbursements from the Project Fund and to endorse the Bonds, upon receipt by the Trustee of certificates in substantially the form of Exhibit B, signed by the Authorized Developer Representative and approved by the Authorized City Representative. Upon request by the City, the Developer shall provide the City with copies of invoices, bills, lien waivers and other reasonable documentation to support each submitted requisition certificate. The Trustee may rely conclusively on any such certificate and shall not be required to make any independent inspection or investigation in connection therewith. T he approval of any requisition certificate by the Authorized Developer Representative and the Authorized City Representative shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to the payments requested have been completed. Section 4.5. Establishment of Completion Date. The Completion Date shall be evidenced to the City and the Trustee by a certificate signed by the Authorized Developer Representative stating (a) that the purchase and construction of the Project have been substantially completed in accordance with the Plans and Specifications, (b) the date of completion thereof, and (c) that all costs and expenses of the purchase and construction of the substantial completion of the Project have been incurred. Notwithstanding the foregoing, such certificate shall be deemed given on June 30, 2024 if not actually filed with the City by June 30, 2024, subject to any delay permitted by Section 2.2 of the Development Agreement (a “Permitted Excuse”). No Permitted Excuse shall be deemed to exist unless the Developer provides written notice to the City, within 30 days after the Developer has actual notice of the claimed event, specifying the Permitted Excuse. In no event shall a Permitted Excuse extend the Completion Date beyond December 31, 2024. The Developer and the City agree to cooperate in causing such certificate to be furnished to the Trustee. Section 4.6. Surplus in Project Fund. Upon receipt of the certificate described in Section 4.5 and payment from the Project Fund of the Project Costs described therein, the Trustee shall, as provided in Section 504 of the Indenture, transfer any remaining moneys then in the Project Fund to the Bond Fund to be applied as directed by the Developer solely to (a) the payment of principal and premium, if any, of the Bonds through the payment (including regularly scheduled principal payments, if any) or redemption thereof at the earliest date permissible under the terms of the Indenture, or (b) at the option of the Developer, -7- to the purchase of Bonds at such earlier date or dates as the Developer may elect. Any amount so deposited in the Bond Fund may be invested as permitted by Section 702 of the Indenture. Section 4.7. Project Property of the City. The Project Site and the Project Improvements located thereon at the execution hereof which the Developer desires to lease to the City, all work and materials related to the Project as such work progresses, and all additions or enlargements thereto or thereof, the Project as fully completed, anything under this Lease which becomes, is deemed to be, or constitutes a part of the Project, and the Project as repaired, rebuilt, rearranged, restored or replaced by the Developer under the provisions of this Lease, except as otherwise specifically provided herein, shall immediately when erected or installed become the absolute leasehold property of the City, subject only to Permitted Encumbrances, the Fee Deed of Trust and the Leasehold Mortgage, if any. Upon reasonable request and at the expense of the Developer, the City agrees to cooperate with the Developer regarding the enforcement of any claims the Developer may have against third parties relating to the purchase and construction of the Project. Section 4.8. Non-Project Improvements, Machinery and Equipment Property of the Developer. Any improvements or items of machinery or equipment which do not constitute a part of the Project and the entire purchase price of which is paid for by the Developer with the Developer’s own funds, and no part of the purchase price of which is paid for from funds deposited pursuant to th e terms of this Lease in the Project Fund, shall be the property of the Developer and shall not constitute a part of the Project. ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent. The Developer covenants and agrees to pay to the Trustee in same day funds for the account of the City during the Lease Term, on or before 11:00 a.m., Trustee’s local time, on each Payment Date, as Basic Rent for the Project, an amount which, when added to any collected funds then on deposit in the Bond Fund and available for the payment of principal of the Bonds and the interest thereon on such Payment Date, shall be equal to the amount payable on such Payment Date as principal of the Bonds and the interest thereon as provided in the Indenture. Except as offset pursuant to the right of the Developer set forth below, all payments of Basic Rent provided for in this Section shall be paid directly to the Trustee and shall be deposited in accordance with the provisions of the Indenture into the Bond Fund and shall be used and applied by the Trustee in the manner and for the purposes set forth in this Lease and the Indenture. In furtherance of the foregoing, and notwithstanding any other provision in this Lease, the Base Lease, the Indenture, the Bond Purchase Agreement or the Development Agreement to the contrary, and provided that the Developer is the sole holder of the Bonds, the Developer may set-off the then-current Basic Rent payment against the City’s obligation to the Developer as bondholder to pay principal of and interest on the Bonds under the Indenture in lieu of delivery of the Basic Rent on any Payment Date, without providing notice of such set-off to the Trustee. The Trustee may conclusively rely on the absence of any notice from the Developer to the contrary as evidence that such set-off has occurred and that pursuant to the set-off, the City is deemed to have paid its obligation to the Developer as bondholder to pay principal of and interest on the Bonds under the Indenture. On the final Payment Date, the Developer will (a) if the Trustee holds the Bonds, notify the Trustee of the Bonds not previously paid that are to be canceled or (b) if an entity other than the Trustee holds the Bonds, deliver or cause to be delivered to the Trustee for cancellation Bonds not previously paid. The Developer shall receive a credit against the Basic Rent payable -8- by the Developer in an amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon. Section 5.2. Additional Rent. The Developer shall pay as Additional Rent, within 30 days after receiving an itemized invoice therefor, the following amounts: (a) all fees, charges and expenses, including agent and counsel fees and expenses, of the City, the Trustee and the Paying Agent incurred under or arising from the Indenture, this Lease , the Base Lease or the Development Agreement, including, but not limited to, claims by contractors or subcontractors, as and when the same becomes due; (b) all costs incident to the issuance of the Bonds (which are to be paid on the Closing Date) and the payment of the principal of and interest on the Bonds as the same becomes due and payable, including all costs and expenses in connection with the call, redemption and payment of all Outstanding Bonds; (c) all fees, charges and expenses incurred in connection with the enforcement of any rights under this Lease, the Base Lease, the Indenture or the Development Agreement by the City, the Trustee or the Owners, including counsel fees and expenses; and (d) all other payments of whatever nature which the Developer has agreed in writing to pay or assume under the provisions of this Lease, the Base Lease, the Development Agreement or the Indenture. Section 5.3. Obligations of the Developer Absolute and Unconditional. (a) The obligations of the Developer under this Lease to make payments of Basic Rent and Additional Rent on or before the date the same becomes due and to perform all of its other obligations, covenants and agreements hereunder shall be absolute and unconditional, without notice or demand, and without abatement, deduction, set-off (except as described in Section 5.1), counterclaim, recoupment or defense or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective of whether the Project has been started or completed, or whether the City’s interest therein or to any part thereof is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of, the Project or any part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Project, legal curtailment of the Developer’s use thereof, the eviction or constructive eviction of the Developer, any change in the tax or other laws of the United States of America, the State of Missouri or any political subdivision thereof, any change in the City’s legal organization or status, or any default of the City hereunder, and regardless of the invalidity of any action of the City; provided, however, that nothing in this Section 5.3 is intended or shall be deemed to affect or impair in any way the rights of the Developer to tender Bonds for redemption in satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4, nor the right of the Developer to repurchase the Project and terminate this Lease as provided in Article XI. (b) Nothing in this Lease shall be construed to release the City from the performance of any agreement on its part herein contained or as a waiver by the Developer of any rights or claims the Developer may have against the City under this Lease or otherwise, but any recovery upon such rights and claims shall be had from the City separately, it being the intent of this Lease that the Developer shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease -9- (including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Owners and the City. The Developer may, however, at its own cost and expense and in its own name or in the name of the City, prosecute or defend any action or proceeding or take any other action involving third Persons which the Developer deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the City hereby agrees, at the Developer’s expense, to cooperate fully with the Developer and to take all action necessary to effect the substitution of the Developer for the City in any such action or proceeding if the Developer shall so request. Section 5.4. Prepayment of Basic Rent. (a) The Developer may at any time and from time to time prepay all or any part of the Basic Rent provided for hereunder (subject to the limitations of Section 301(a) of the Indenture relating to the partial redemption of the Bonds). During such times as the amount held by the Trustee in the Bond Fund shall be sufficient to pay, at the time required, the principal of and interest on all the Bonds then remaining unpaid, the Developer shall not be obligated to make payments of Basic Rent under the provisions of this Lease. (b) At its option, the Developer may deliver to the Trustee for cancellation Bonds owned by the Developer and not previously paid, and the Developer shall receive a credit against amounts payable by the Developer for the redemption of Bonds in an amount equal to the principal amount of the Bonds so tendered for cancellation, plus accrued interest thereon. ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Developer shall, at its own expense, keep the Project in reasonably safe operating condition and keep the Project in good repair, reasonable wear, tear, depreciation and obsolescence excepted, making from time to time all repairs thereto and renewals and replacements thereof it determines to be necessary. Without limiting the generality of the foregoing, the Developer shall at all times remain in compliance with all provisions of the City’s code relating to maintenance and appearance that are applicable to the Project. Section 6.2. Taxes, Assessments and Other Governmental Charges. (a) Subject to subsection (b) of this Section, the Developer shall promptly pay and discharge, as the same becomes due, all taxes and assessments, general and special, and other governmental charges of any kind whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the Project, or any part thereof or interest therein (including the leasehold estate of the Developer therein) or any buildings, improvements, machinery and equipment at any time installed on the Project Site by the Developer, or the income therefrom, including any new taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal property, and further including all utility charges, assessments and other general governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would impair the security of the Bonds or encumber the City’s interest in the Project; provided that with respect to any special assessments or other governmental charges that are lawfully levied and assessed which may be paid in installments, the Developer shall be obligated to pay only such installments thereof as become due and payable during the Lease Term. -10- (b) The Developer may contest the validity or amount of any tax, assessment or other governmental charge which the Redeveloper is required to bear, pay and discharge pursuant to the terms of this Article by appropriate legal proceedings instituted at least ten days before the tax, assessment or other governmental charge complained of becomes delinquent if and provided (1) the Developer, before instituting any such contest, gives the Authority written notice of its intention to do so, (2) the Developer diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and (3) the Developer promptly pays any final judgment enforcing the tax, assessment or other governmental charge so contested and thereafter promptly procures record release or satisfaction thereof. The City agrees to cooperate fully with the Developer in connection with any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge. The Developer shall save and hold harmless the Authority from any costs and expenses the Authority may incur related to any of the above. (c) Nothing in this Lease shall be construed to require the Developer to make duplicate tax payments. The Developer shall receive a credit against the payments to be made by the Developer under the Development Agreement to the extent that any ad valorem taxes imposed with respect to the Project are paid pursuant to this Section. Section 6.3. Utilities. All utilities and utility services used by the Developer in, on or about the Project shall be paid by the Developer and shall be contracted by the Developer in the Developer’s own name, and the Developer shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. ARTICLE VII INSURANCE Section 7.1. Title Commitment. Before leasing any real property to the City, the Developer will purchase, from a title insurance company reasonably acceptable to the City, a commitment for title insurance or provide such other report in a form reasonably acceptable to the City showing the ownership of and encumbrances on the Project Site. Copies of such report shall be provided to the City and the Trustee. Section 7.2. Casualty Insurance. (a) Prior to commencement of construction of the Project Improvements, the Developer shall at its sole cost and expense obtain (or cause to be obtained) a policy or policies of insurance (including, if appropriate, builder’s risk insurance) to keep the Project constantly insured against loss or damage by fire, lightning and all other risks covered by the extended coverage insurance endorsement then in use in the State of Missouri in an amount equal to the Full Insurable Value thereof (subject to reasonable loss deductible provisions). The insurance required pursuant to this Section shall be maintained from commencement of construction through the Lease Term with a generally recognized responsible insurance company or companies authorized to do business in the State of Missouri or generally recognized international insurers or reinsurers with an A.M. Best rating of not less than “A-” or the equivalent thereof as may be selected by the Developer. The Developer shall deliver (or cause to be delivered) certificates of insurance for such policies to the City and the Trustee no later than 30 days after commencement of construction of the Project Improvements and promptly after renewal of each insurance policy. All such policies of insurance pursuant to this Section, and all renewals thereof, shall name the City and the Developer as insureds, as their respective interests may appear, shall name the Trustee as loss payee and -11- shall contain a provision that such insurance may not be canceled by the issuer thereof without at least 10 days’ advance written notice to the City, the Developer and the Trustee. (b) In the event of loss or damage to the Project, the Net Proceeds of casualty insurance carried pursuant to this Section shall be (i) paid over to the Trustee and applied as provided in Article IX, or (ii) applied as directed by, or on behalf of, the Owners of 100% in principal amount of the Bonds Outstanding, subject to the rights of the Lender under the Loan Documents and any Financing Party under any Financing Document. Section 7.3. Public Liability Insurance. (a) The Developer shall at its sole cost and expense maintain or cause to be maintained at all times during the Lease Term commercial general liability insurance (including but not limited to coverage for operations, contingent liability, operations of subcontractors, completed operations and contractual liability), under which the City, the Developer and the Trustee shall be named as additional insureds, properly protecting and indemnifying the City and the Trustee, in an amount not less than the limits of liability set by Section 537.610 of the Revised Statutes of Missouri (subject to reasonable loss deductible clauses not to exceed the amounts normally or generally carried by the Developer). The policies of said insurance shall contain a provision that such insurance may not be canceled by the issuer thereof without at least 10 days’ advance written notice to the City, the Developer and the Trustee. Certificates of such policies shall be furnished to the Trustee on the date of execution of this Lease and not less than 30 days before the expiration date of each insurance policy. (b) In the event of a general liability occurrence, the Net Proceeds of liability insurance carried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability with respect to which such proceeds have been paid. Section 7.4. Blanket Insurance Policies. The Developer may satisfy any of the insurance requirements set forth in this Article by using blanket policies of insurance, provided each and all of the requirements and specifications of this Article respecting insurance are complied with. Section 7.5. Worker’s Compensation. The Developer agrees throughout the Lease Term to maintain or cause to be maintained the worker’s compensation coverage required by the laws of the State of Missouri. Section 7.6. Sovereign Immunity. Notwithstanding anything to the contrary contained herein, nothing in this Lease shall be construed to broaden the liability of the City beyond the provisions of Sections 537.600 to 537.610 of the Revised Statutes of Missouri or abolish or waive any defense at law that might otherwise be available to the City or its officers, agents and employees. ARTICLE VIII ALTERATION OF THE PROJECT Section 8.1. Additions, Modifications and Improvements to the Project. The Developer may make such additions, modifications and improvements in and to any part of the Project as the Developer from time to time may deem necessary or desirable for its business purposes. All additions, modifications and improvements made by the Developer pursuant to this Section shall (a) be made in a -12- good and workmanlike manner and in compliance with all material laws, orders and ordinances applicable thereto, and (b) when commenced, be prosecuted to completion with due diligence. Section 8.2. Additional Improvements on the Project Site. The Developer may, at its sole cost and expense, construct on portions of the Project Site not theretofore occupied by buildings or improvements such additional buildings and improvements as the Developer from time to time may deem necessary or desirable for its business purposes. All additional buildings and improvements constructed on the Project Site by the Developer, and not paid for with Bond proceeds, pursuant to the authority of this Section shall not be included in the Project and, during the life of this Lease, shall remain the property of the Developer and may be added to, altered or razed and removed by the Developer at any time. All additional buildings and improvements shall be made in a good and workmanlike manner and in compliance with all material laws, orders and ordinances applicable thereto and when commenced shall be prosecuted to completion with due diligence. The Developer covenants and agrees (a) to make any repairs and restorations required to be made to the Project because of the construction of, addition to, alteration or removal of said additional buildings or improvements, and (b) to promptly and with due diligence either raze and remove or repair, replace or restore any of said additional buildings and improvements as may from time to time be damaged by fire or other casualty. Section 8.3. Permits and Authorizations. The Developer shall not do or permit others under its control to do any work on the Project or any repair, rebuilding, restoration, replacement, modification or addition to the Project, or any part thereof, unless all requisite municipal and other governmental permits and authorizations shall have been first procured. The City agrees to act promptly on all requests for such municipal permits and authorizations. All such work shall be done in a good and workmanlike manner and in compliance with all applicable material building and zoning laws and governmental regulations and requirements, and in accordance with the requirements, rules and regulations of all insurers under the policies required to be carried under the provisions of Article VII. Section 8.4. Mechanics’ Liens. (a) The Developer will not directly or indirectly create, incur, assume or suffer to exist any mechanics’ or other similar lien on or with respect to the Project, except Permitted Encumbrances, and the Developer shall promptly notify the City of the imposition of such lien of which the Developer is aware and shall promptly, at its own expense, take such action as may be necessary to fully discharge or release any such lien. Whenever and as often as any mechanics’ or other similar lien is filed against the Project, or any part thereof, purporting to be for or on account of any labor done or materials or services furnished in connection with any work in or about the Project, the Developer shall discharge the same of record. Notice is hereby given that the City shall not be liable for any labor or materials furnished to the Developer or anyone claiming by, through or under the Developer upon credit, and that no mechanics’ or other similar lien for any such labor, services or materials shall attach to or affect the reversionary or other estate of the City in and to the Project or any part thereof. (b) Notwithstanding Section 8.4(a), the Developer may contest any such mechanics’ or other similar lien if the Developer (i) within 60 days after the Developer becomes aware of any such lien notifies the City and the Trustee in writing of its intention so to do, (ii) diligently prosecutes such contest, (iii) at all times effectively stays or prevents any official or judicial sale of the Project, or any part thereof or interest therein, under execution or otherwise, (iv) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and (v) thereafter promptly procures record release or satisfaction thereof. The Developer may permit the lien so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Developer is notified by the City that, in the opinion of -13- counsel, by nonpayment of any such items, the interest of the City in the Project will be subject to loss or forfeiture. In that event, the Developer shall promptly, at its own expense, take such action as may be reasonably necessary to duly discharge or remove any such lien if the same shall arise at any time. The Developer shall save and hold harmless the City from any loss, costs or expenses the City may incur related to any such contest. The Developer shall reimburse the City for any expense incurred by it in connection with the imposition of any such lien or in order to discharge or remove any such lien. The City shall cooperate fully with the Developer in any such contest. ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction. (a) If the Project is damaged or destroyed by fire or any other casualty, whether or not covered by insurance, the Developer, as promptly as practicable, subject to any delay to the extent caused by such fire or other casualty, shall either (i) make the determination described in Section 9.1(f), or (ii) repair, restore, replace or rebuild the same so that upon completion of such repairs, restoration, replacement or rebuilding the Project is of a value not less than the value thereof immediately before the occurrence of such damage or destruction or, at the Developer’s option, construct upon the Project Site new buildings and improvements thereafter together with all new machinery, equipment and fixtures that are either to be attached to or are to be used in connection with the operation or maintenance thereof, provided that (A) the value thereof shall not be less than the value of such destroyed or damaged Project immediately before the occurrence of such damage or destruction and (B) the nature of such new buildings, improvements, machinery, equipment and fixtures will not impair the character of the Project as a “project” permitted by the Act. If the Developer elects to construct any such new buildings and improvements, for all purposes of this Lease, any reference to the words “Project Improvements” shall be deemed to also include any such new buildings and improvements and all additions thereto and all replacements and alterations thereof. Unless the Developer makes the determination described in Section 9.1(f), the Net Proceeds of casualty insurance required by Article VII received with respect to such damage or loss to the Project shall be used to pay the cost of repairing, restoring, replacing or rebuilding the Project or any part thereof, subject to the rights of the Lender under the Fee Deed of Trust and related Loan Documents. Subject to the provisions of the Fee Deed of Trust and related Loan Documents, insurance monies in an amount less than $100,000 may be paid to or retained by the Developer to be held in trust and used as provided herein. Subject to the provisions of the Fee Deed of Trust and related Loan Documents, insurance monies in an amount of $100,000 or more shall be (i) paid to the Trustee, deposited in the Project Fund and disbursed as provided in Section 4.4 to pay the cost of repairing, restoring, replacing or rebuilding the Project or any part thereof, or (ii) if determined by the Owners of 100% in principal amount of the Bonds Outstanding, applied as directed by, or on behalf of, such Owners of 100% in principal amount of the Bonds Outstanding, subject to the rights of the Lender. If the Developer makes the determination described in Section 9.1(f), the Net Proceeds shall be deposited with the Trustee and used to redeem Bonds as provided in Section 9.1(f), subject to the rights of the Lender under the Fee Deed of Trust and related Loan Documents. (b) If any of the insurance monies paid by the insurance company as hereinabove provided remain after the completion of such repairs, restoration, replacement or rebuilding, and this Lease has not been terminated, the excess shall be deposited in the Bond Fund, subject to the rights of the Lender, any -14- leasehold mortgagee or any other Financing Party. Completion of such repairs, restoration, replacement or rebuilding shall be evidenced by a certificate of completion provided to the City and the Trustee. If the Net Proceeds are insufficient to pay the entire cost of such repairs, restoration, replacement or rebuilding, the Developer shall pay the deficiency. (c) Except as otherwise provided in this Lease, in the event of any such damage by fire or any other casualty, the provisions of this Lease shall be unaffected and the Developer shall remain and continue to be liable for the payment of all Basic Rent and Additional Rent and all other charges required hereunder to be paid by the Developer, as though no damage by fire or any other casualty has occurred. (d) The Developer will prosecute or defend any action or proceeding arising out of, or for the collection of any insurance monies that may be due in the event of, any loss or damage. (e) The Developer agrees to give prompt written notice to the City, the Trustee and the Lender of all fires and any other casualties occurring in, on, at or about the Project Site. (f) If the Developer determines that rebuilding, repairing, restoring or replacing the Project is not practicable or desirable, or if the Developer does not have the right under the Fee Deed of Trust, any Leasehold Mortgage or any other Financing Document to use any Net Proceeds for repair or restoration of the Project, any Net Proceeds of casualty insurance required by Article VII received with respect to such damage or loss shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund and used to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same becomes due, all subject to the rights of the Lender under the Loan Documents, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party under the Financing Documents (if any). The Developer agrees to be reasonable in exercising its judgment pursuant to this subsection. Alternatively, if the Developer is the sole owner of the Bonds and it has determined that rebuilding, repairing, restoring or replacing the Project is not practicable or desirable, it may tender Bonds to the Trustee for cancellation in a principal amount equal to the Net Proceeds of the casualty insurance and retain such proceeds for its own account. (g) The Developer shall not, by reason of its inability to use all or any part of the Project during any period in which the Project is damaged or destroyed or is being repaired, rebuilt, restored or replaced, nor by reason of the payment of the costs of such repairing, rebuilding, restoring or replacing, be entitled to any reimbursement from the City, the Trustee or the Owners or to any abatement or diminution of the rentals payable by the Developer under this Lease or of any other obligations of the Developer under this Lease except as expressly provided in this Section. (h) The rights of the City and the Trustee in and to any Net Proceeds are and will at all times be subject to the rights of the Lender with respect to such Net Proceeds. (i) Nothing herein shall be deemed to authorize the Developer to allow an unsafe, dangerous, unhealthy or injurious condition to exist on the Project or any portion thereof, in violation of any applicable laws, codes and ordinances due to a fire or other casualty. Section 9.2. Condemnation. (a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project is condemned by or sold under threat of condemnation to any authority possessing the power of eminent domain, to such extent that the claim or loss resulting from such condemnation is greater than $100,000, the Developer shall, within 90 days after the date of entry of a final order in any eminent domain -15- proceedings granting condemnation or the date of sale under threat of condemnation, notify the City, the Trustee, the Lender, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party under the Financing Documents (if any) in writing as to the nature and extent of s uch condemnation or loss of title and whether it is practicable and desirable to acquire or construct substitute improvements. (b) If the Developer determines that such substitution is practicable and desirable, the Developer shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of such substitute improvements, so as to place the Project in substantially the same condition as existed before the exercise of the power of eminent domain, including the acquisition or construction of other improvements suitable for the Developer’s operations at the Project (which improvements will be deemed a part of the Project and available for use and occupancy by the Developer without the payment of any rent other than herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby); provided, that such improvements will be acquired by the City subject to no liens, security interests or encumbrances before the lien and/or security interest afforded by the Indenture and this Lease other than Permitted Encumbrances (including, without limitation, any liens held by the Lender in and to the substitute Project). In such case, any Net Proceeds received from any award or awards with respect to the Project or any part thereof made in such condemnation or eminent domain proceedings, or of the sale proceeds, shall be applied in the same manner as provided in Section 9.1 (with respect to the receipt of casualty insurance proceeds). (c) If the Developer determines that it is not practicable or desirable to acquire or construct substitute improvements, or if the Developer does not have the right under the Fee Deed of Trust to use any Net Proceeds of condemnation awards received by the Developer, then any Net Proceeds of condemnation awards received by the Developer shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same becomes due and payable, all subject to the rights of the Lender under the Loan Documents, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party under the Financing Documents (if any). (d) The Developer shall not, by reason of its inability to use all or any part of the Project during any such period of restoration or acquisition nor by reason of the payment of the costs of such restoration or acquisition, be entitled to any reimbursement from the City, the Trustee or the Owners or to any abatement or diminution of the rentals payable by the Developer under this Lease nor of any other obligations hereunder except as expressly provided in this Section. (e) The City shall cooperate fully with the Developer in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project or any part thereof, and shall, to the extent it may lawfully do so, permit the Developer to litigate in any such proceeding in the name and on behalf of the City. In no event will the City voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project or any part thereof without the prior written consent of the Developer and the Lender. Section 9.3. Bondowner Approval. Notwithstanding anything to the contrary contained in this Article IX, subject to the rights of the Lender, the proceeds of any insurance received subsequent to a casualty or of any condemnation proceedings (or threats thereof) may before the application thereof by the City or the Trustee be applied as directed by the Owners or pledgees of 100% of the principal amount of Bonds Outstanding, subject and subordinate to (a) the rights of the City and the Trustee to be paid all their expenses (including attorneys’ fees, trustee’s fees and any extraordinary expenses of the City and the -16- Trustee) incurred in the collection of such gross proceeds and (b) the rights of the City to any amounts then due and payable under the Development Agreement. ARTICLE X SPECIAL COVENANTS Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification. The City makes no warranty, either express or implied, as to the condition of the Project or that it will be suitable for the Developer’s purposes or needs. The Developer releases the City and the Trustee from, agrees that the City and the Trustee shall not be liable for and agrees to hold the City and the Trustee harmless against, any loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Project or the Developer’s use thereof, unless such loss is the result of the City’s or the Trustee’s negligence or willful misconduct. This provision shall survive termination of this Lease. Section 10.2. Surrender of Possession. Upon accrual of the City’s right of re-entry to the extent provided in Section 12.2(b), the Developer shall peacefully surrender possession of the Project to the City in good condition and repair; provided, however, the Developer may within 90 days (or such later date as the City may agree to) after the termination of this Lease remove from the Project Site any buildings, improvements, furniture, trade fixtures, machinery and equipment owned by the Developer and not constituting part of the Project. All repairs to and restorations of the Project requir ed to be made because of such removal shall be made by and at the sole cost and expense of the Developer, and during said 90- day (or extended) period the Developer shall bear the sole responsibility for and bear the sole risk of loss of said buildings, improvements, furniture, trade fixtures, machinery and equipment owned by the Developer and not constituting part of the Project. All buildings, improvements, furniture, trade fixtures, machinery and equipment owned by the Developer which are not so removed from the Project Site before the expiration of said period shall be the separate and absolute property of the City. Notwithstanding the foregoing, if the Developer has paid all obligations due and owing under the Indenture (or such obligations have been canceled), this Lease and the Development Agreement, the City shall convey the Project in accordance with Section 11.2. Section 10.3. Right of Access to the Project. The City may conduct such periodic inspections of the Project as may be generally provided in the City’s municipal code. In addition, the Developer agrees that the City and the Trustee and their duly authorized agents may, at reasonable times during normal business hours and, except in the event of emergencies, upon not less than two Business Days’ prior notice, subject to the Developer’s usual business, proprietary, safety, confidentiality and security requirements, enter upon the Project Site (a) to examine and inspect the Project without interference or prejudice to the Developer’s operations, (b) to monitor the acquisition, construction and installation of the Project pursuant to Section 4.2 as may be reasonably necessary, (c) to examine all files, records, books and other materials in the Developer’s possession pertaining to the acquisition, installation or maintenance of the Project, or (d) upon either (i) the occurrence and continuance of an Event of Default or (ii) the Developer’s failure to purchase the Project at the end of the Lease Term, to exhibit the Project to prospective purchasers, lessees or trustees. -17- Section 10.4. Granting of Easements; Leasehold Mortgages and Financing Arrangements. (a) Subject to Sections 10.4(c) and (d), if no Event of Default under this Lease has happened and is continuing, the City agrees that it will execute and deliver and will cause and direct the Trustee to execute and deliver any instrument necessary or appropriate to confirm and grant, release or terminate any sublease, easement, license, right-of-way or other right or privilege or any such agreement or other arrangement, upon receipt by the City and the Trustee of: (i) a copy of the instrument of grant, release or termination or of the agreement or other arrangement, (ii) a written application signed by the Authorized Developer Representative requesting such instrument, and (iii) a certificate executed by the Authorized Developer Representative stating that such grant or release is not detrimental to the proper conduct of the business of the Developer, will not impair the effective use or interfere with the efficient and economical operation of the Project, will not materially adversely affect the security intended to be given by or under the Indenture or the Development Agreement, will be a Permitted Encumbrance, and that the Developer will defend, indemnify and save and hold harmless the City from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising from the execution and delivery of any instrument, agreement or other arrangement pursuant to this Section. If no Event of Default has happened and is continuing beyond any applicable grace period, any payments or other consideration received by the Developer for any such grant or with respect to or under any such agreement or other arrangement shall be and remain the property of the Developer; but, subject to Sections 10.4(c) and (d), upon (A) termination of this Lease for any reason other than the redemption of the Bonds and/or the purchase of the Project by the Developer or (B) the occurrence and continuance of an Event of Default by the Developer, all rights then existing of the Developer with respect to or under such grant, agreement or other arrangement shall inure to the benefit of and be exercisable by the City and the Trustee. (b) Subject to the Fee Deed of Trust, the Developer may mortgage or grant a deed of trust against the leasehold estate created by this Lease, with prior notice to but without the consent of the City, provided and upon condition that a duplicate original or certified copy or photostatic copy of each such mortgage, and the note or other obligation secured thereby, is delivered to the City within 30 days after the execution thereof. The sale of the Developer’s leasehold estate at a foreclosure sale or trustee’s sale under the Leasehold Mortgage or any assignment in lieu thereof shall not require the consent of the City, if (i) written notice of the proposed sale or assignment is provided to the City at least 15 days prior thereto, and (ii) before such sale or assignment, all payments then owing to the City under the Development Agreement are paid. (c) The City acknowledges and agrees that the Developer may finance and refinance its rights and interests in the Project, this Lease and the leasehold estate created hereby and, in connection therewith and subject to the terms of the Loan Documents, the Developer may execute Financing Documents with one or more Financing Parties. Notwithstanding anything contained to the contrary in this Lease, the Developer may, at any time and from time to time, with prior notice to but without the consent of the City, (i) execute one or more Financing Documents upon the terms contained in this Section 10.4 and (ii) sublease or assign this Lease, the leasehold estate, any sublease and rights in connection therewith, and/or grant liens or security interests therein, to any Financing Party. Any further sublease or assignment by any Financing Party shall be subject to the provisions of Section 13.1(c). (d) As long as the Fee Deed of Trust remains outstanding or upon notice by the Developer to the City in writing that the Developer has executed one or more Financing Documents under which it has granted rights in this Lease to a Financing Party, which includes the name and address of such Financing Party, then the following provisions shall apply in respect of each such Financing Party: -18- (i) there shall be no merger of this Lease or of the leasehold estate created hereby with fee title to the Project, notwithstanding that this Lease or said leasehold estate and said fee title shall be owned by the same Person or Persons, without the prior written consent of each such Financing Party; (ii) the City shall serve upon each such Financing Party (at the address, if any, provided to the City) a copy of each notice of the occurrence of an Event of Default and each notice of termination given to the Developer under this Lease, at the same time as such notice is served upon the Developer. No such notice to the Developer shall be effective unless a copy thereof is thus served upon each such Financing Party; (iii) each such Financing Party shall have the same period of time which the Developer has, after the service of any required notice upon it, plus 30 days, within which to remedy or cause to be remedied any payment default under this Lease which is the basis of the notice, and the City shall accept performance by any Financing Party as timely performance by the Developer; (iv) the City may exercise any of its rights or remedies with respect to any Event of Default by the Developer, subject to the rights of any Financing Party under this Section 10.4(d) as to such Event of Default. Without limiting the generality of the foregoing, the holder of the Fee Deed of Trust may cause the sale of the fee simple interest or the leasehold interest of the Developer to be sold at foreclosure sale conducted in accordance with applicable law and the terms of the Fee Deed of Trust, accept assignment of this Lease in lieu of foreclosure and appoint a receiver for the Project, all without obtaining the prior written consent of the City but subject to the provisions of Section 10.4(b); (v) upon the occurrence and continuance of an Event of Default by the Developer under this Lease, other than a default in the payment of money, the City shall take no action to effect a termination of this Lease by service of a notice or otherwise, without first giving notice thereof to each such Financing Party and permitting each such Financing Party (or its designee, nominee, assignee or transferee) a reasonable time within which to remedy such default in the case of an Event of Default which is susceptible of being cured (provided that the period to remedy such Event of Default shall continue beyond any period set forth in this Lease to effect said cure so long as the Financing Party (or its designee, nominee, assignee or transferee) is diligently prosecuting such cure); provided that the Financing Party (or its designee, nominee, assignee or transferee) shall pay or cause to be paid to the City and the Trustee all expenses, including reasonable counsel fees, court costs and disbursements incurred by the City or the Trustee in connection with any such default; (vi) each such Financing Party (and its designees, nominees, assignees or transferees) may enter, possess and use the Project at such reasonable times and manner as are necessary or desirable to effectuate the remedies and enforce its rights under its respective Financing Documents; (vii) except for terminations of this Lease expressly authorized herein, this Lease may not be modified, amended, canceled or surrendered by agreement between the City and the Developer, without prior written consent of each such Financing Party; and (viii) each such Financing Party may, upon an event of default under any of its respective Financing Documents, on behalf of the Developer and without the consent of the Developer, but only having first caused the redemption of the Bonds, exercise the right to purch ase the Project -19- pursuant to Section 11.1, upon compliance with the provisions of that Section. The Developer agrees that the City will have no liability for taking direction from any Financing Party in connection with a conveyance of the Project back to the Developer pursuant to Article XI. The City acknowledges that the Lender is a Financing Party and is entitled to the benefits of Sections 10.4(d)(i)-(viii). (e) In connection with the execution of one or more Financing Documents, upon the r equest of the Developer, the City agrees to execute such documents as shall be reasonably requested by the Lender or any other Financing Party and which are usual and customary in connection with the closing of the financing or refinancing pursuant to the Financing Documents, including, without limitation, subordination of the City’s leasehold interest in the Project to any new fee deed of trust or any modification of the existing Fee Deed of Trust. Moreover, to facilitate the recordation of a new fee deed of trust or a modification of the existing Fee Deed of Trust, the City agrees to subordinate its leasehold interest in the Project to the Financing Documents. The Developer agrees to reimburse the City for any and all costs and expenses incurred by the City pursuant to this Section, including reasonable attorneys’ fees and expenses, in complying with such request. (f) The Developer’s obligations under any mortgage or Financing Document relating to the Project entered into after the date of execution of this Lease (except for any construction loans or other Financing Documents related to the Project that the Developer and the Lender hereafter execute), the execution of which shall be expressly subject to the prior written consent of the Lender in accordance with the Fee Deed of Trust, shall be subordinate to the Developer’s obligations under this Lease. (g) Notwithstanding the foregoing, the City may agree to other provisions and documents requested by the Developer, the Lender or any Financing Party not contemplated by this Section 10.4, subject to approval by the City Council. Section 10.5. Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or its employees, agents or contractors, or (ii) to the Trustee to the extent -20- that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claim or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. This Section 10.5 shall survive any termination of the Development Agreement and this Lease or the satisfaction and discharge of the Indenture. Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. This Lease is intended to convey to the Developer all of the benefits and burdens of ownership and to cause the Developer to be treated as the owner of the Project for federal income tax purposes. The Trustee, the Developer and the City agree to treat this Lease in a manner consistent with such treatment. The Developer alone shall be entitled to all of the federal income tax attributes of ownership of the Project, including without limitation the right to claim depreciation, amortization deductions, investment tax credits or any other tax benefits. The City agrees that any depreciation, amortization deductions, investment tax credits or any other tax benefits with respect to the Project or any part thereof shall be made available to the Developer, and the City will fully cooperate with the Developer in any effort by the Developer to avail itself of any such depreciation, amortization deductions, investment tax credits or other tax benefits. Section 10.7. Developer to Maintain its Existence. The Developer agrees that until the Bonds are paid or payment is provided for in accordance with the terms of the Indenture, it will maintain its corporate existence in good standing, and will not dissolve or otherwise dispose of all or substantially all of its assets; provided, however, that the Developer may, without violating the agreement contained in this Section, consolidate with or merge into another Person or permit one or more other Persons to consolidate with or merge into it, or may sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve or convert into a different type of legal entity, if the surviving, resulting or transferee Person expressly assumes in writing all the obligations of the Developer contained in this Lease. This Section does not limit the Developer’s transfer rights under Section 13.1. Section 10.8. Security Interests. The City and the Developer hereby authorize the Trustee to file all appropriate financing and continuation statements as may be required under the Uniform Commercial Code in order to fully preserve and protect the security of the Owners and the rights of the Trustee under the Indenture. Upon the written instructions of the Owners or pledgees of 100% of the Bonds then-Outstanding, the Trustee shall file all instruments the Owners deem necessary to be filed and shall continue or cause to be continued such instruments for so long as the Bonds are Outstanding. Notwithstanding the foregoing, the Trustee shall not be obligated to file any original instrument unless such instrument has been prepared by an attorney acceptable to the Trustee (any attorneys’ fees incurred in connection therewith shall be paid by the Developer), and the Trustee shall not be responsible for the accuracy or sufficiency of any such original instrument. The City and the Developer shall cooperate with the Trustee in this regard by providing such information as the Trustee may require to file or to renew such statements. Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities Regarding Environmental Matters. (a) As used in this Section, the following terms have the following meanings: “Environmental Laws” means any now-existing or hereafter enacted or promulgated federal, state, local, or other law, statute, ordinance, order, rule, regulation or court order pertaining to (i) environmental -21- protection, regulation, contamination or clean-up, (ii) toxic waste, (iii) underground storage tanks, (iv) asbestos or asbestos-containing materials, or (v) the handling, treatment, storage, use or disposal of Hazardous Substances, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act, all as amended from time to time. “Hazardous Substances” means all (i) “hazardous substances” (as defined in 42 U.S.C. §9601(14)), (ii) “chemicals” subject to regulation under Title III of the Superfund Amendments and Reauthorization Act of 1986, as amended from time to time, (iii) natural gas liquids, liquefied natural gas or synthetic gas, (iv) any petroleum, petroleum-based products or crude oil, or (v) any other hazardous or toxic substances, wastes or materials, pollutants, contaminants or any other substances or materials which are included under or regulated by any Environmental Law. (b) The Developer warrants and represents to the City and the Trustee that to the knowledge of the Developer there are no conditions on the Project Site which materially violate any applicable Environmental Laws and no claims or demands have been asserted or made in writing by any third parties arising out of, relating to or in connection with any Hazardous Substances on, or allegedly on, the Project Site for any injuries suffered or incurred, or allegedly suffered or incurred, by reason of the foregoing. (c) The Developer will provide the City and the Trustee with copies of any notifications of releases of Hazardous Substances or of any environmental hazards or potential hazards in material violation of Environmental Laws which are given by or on behalf of the Developer to any federal, state or local or other agencies or authorities or which are received by the Developer from any federal, state or local or other agencies or authorities with respect to the Project Site. Such copies shall be sent to the City and the Trustee concurrently with their being mailed or delivered to the governmental agencies or authorities or within 10 days after they are received by the Developer. The Developer will provide to the City for review only, any environmental assessments (“Assessments”) and reports regarding the correction or remediation of material environmental issues required by Environmental Laws to be addressed in the Assessments (“Reports”) concerning the Project; upon the completion of the City’s review of the Assessments and the Reports, the City shall immediately return to the Developer all originals and copies of the Assessments and Reports. (d) The Developer warrants and represents that the Developer has provided the City and the Trustee with copies of all emergency and hazardous chemical inventory forms (hereinafter “Environmental Notices”) showing Hazardous Substances on the Project Site given within two years preceding the date hereof, as of the date hereof, by the Developer to any federal, state or local governmental authority or agency as required pursuant to the Emergency Planning and Community Right -to-Know Act of 1986, 42 U.S.C.A. §11001 et seq., or any other applicable Environmental Laws. The Developer will provide the City and the Trustee with copies of all Environmental Notices concerning Hazardous Substances on the Project Site subsequently sent to any such governmental authority or agency as required pursuant to the Emergency Planning and Community Right-to-Know Act of 1986 or any other applicable Environmental Laws. Such copies of subsequent Environmental Notices shall be sent to the City and the Trustee concurrently with their being mailed to any such governmental authority or agency. (e) The Developer will comply with and operate and at all times use, keep and maintain the Project and every part thereof (whether or not such property constitutes a facility, as defined in 42 U.S.C. § 9601 et. seq.) in material conformance with all applicable Environmental Laws. Without limiting the generality of the foregoing, the Developer will not use, generate, treat, store, dispose of or otherwise introduce any Hazardous Substance into or on the Project or any part thereof nor cause, suffer, allow or permit anyone else to do so except in material compliance with all applicable Environmental Laws. -22- (f) The Developer agrees to indemnify, protect and hold harmless the City and the Trustee and their directors, officers, shareholders, officials or employees from and against any and all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, arising from (i) any release (as defined in 42 U.S.C. § 9601 (22)), actual or alleged, of any Hazardous Substances, upon the Project Site or respecting any products or materials previously, now or hereafter located upon the Project Site, regardless of whether such release or alleged release has occurred before the date hereof or hereafter o ccurs and regardless of whether such release or alleged release occurs as a result of any act, omission, negligence or misconduct of the Developer or any third party or otherwise (except, with respect to the City, to the extent such release occurs as a result of any negligence or willful misconduct of the City), (ii) (A) any violation now existing or hereafter arising (actual or alleged) of, or any other liability under or in connection with, any applicable Environmental Laws relating to or affecting the Pr oject Site, or (B) any violation now existing or hereafter arising, or any other liability, under or in connection with, any applicable Environmental Laws relating to any products or materials previously, now or hereafter located upon the Project Site, regardless of whether such violation or alleged violation or other liability is asserted or has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and regardless of whether such violation or alleged violation or other liability occurs or arises, as the result of any act, omission, negligence or misconduct of the Developer or any third party or otherwise (except, with respect to the City, to the extent such violation occurs as a result of any negligence or willful misconduct of the City), (iii) any assertion by any third party of any claims or demands for any loss or injury arising out of, relating to or in connection with any Hazardous Substances on or allegedly on the Project Site, or (iv) any material breach, falsity or failure of any of the representations, warranties, covenants and agreements contained in this Section; provided, however, that the Developer’s obligations under this Section 10.9(f) shall not apply to the extent such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of (1) work being performed at the Project by employees, agents or contractors of the City or (2) negligence or willful misconduct by the City or its employees, agents or contracts, or the Trustee. The City shall cooperate with the Developer in the defense of any matters included within the foregoing indemnity without any obligation to expend money. This Section 10.9(f) shall survive any termination of this Lease. ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT Section 11.1. Option to Purchase the Project. The Developer shall have, and is hereby granted, the option to purchase all or any portion of the City’s interest in the Project, including, but not limited to, all work in progress and Qualified Rehabilitation Expenditures (“QREs”) (as such term is used in Section 47 of the Internal Revenue Code of 1986, as amended (the “Code”)) with respect to the Project, at any time, upon payment in full or redemption of the Outstanding Bonds to be redeemed or provision for their payment or redemption having been made pursuant to Article XIII of the Indenture. To exercise such option, the Developer shall give written notice to the City and to the Trustee, and shall specify therein the date of closing of such purchase, which date shall be not less than 15 nor more than 90 days from the date such notice is mailed, and, in case of a redemption of the Bonds in accordance with the provisions of the Indenture, the Developer shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. Notwithstanding the foregoing, if the City or the Trustee provides notice of its intent to exercise its remedies hereunder upon an Event of Default (a “Remedies Notice”), the Developer shall be deemed to have exercised its repurchase option under this Section on the 29th day following the issuance of the Remedies Notice without any further action by the Developer; provided said Remedies Notice has not been rescinded by such date. The Developer may rescind such exercise by providing written notice to -23- the City and the Trustee on or before the 29th day and by taking such action as may be required to cure the default that led to the giving of the Remedies Notice. The purchase price payable by the Developer if it exercises the option granted in this Section shall be the sum of the following: (a) an amount of money equal to the amount of Project Costs submitted pursuant to approved requisition certificates and designated on such certificates by the Developer as QREs, which amount shall be sufficient to redeem all or a portion of the then-Outstanding Bonds attributable to QREs and which shall be deemed by the parties as a purchase by the Developer of such QREs; plus (b) an amount of money which, when added to the amount then on deposit in the Bond Fund, will be sufficient to redeem all or a portion of the then-Outstanding Bonds on the earliest redemption date next succeeding the closing date, including, without limitation, principal and interest to accrue to said redemption date and redemption expense; plus (c) an amount of money equal to the Trustee’s and the Paying Agent’s agreed to and reasonable fees, charges and expenses under the Indenture accrued and to accrue until such redemption of the Bonds; plus (d) an amount of money equal to the City’s reasonable charges and expenses incurred in connection with the Developer exercising its option to purchase all or a portion of the Project; plus (e) an amount of money equal to all payments due and payable pursuant to the Development Agreement through the end of the calendar year in which the date of purchase occurs; plus (f) the sum of $10.00. Section 11.2. Conveyance of the Project. At the closing of the purchase of the Project pursuant to this Article, the City will upon receipt of the purchase price deliver to the Developer the following: (a) a release from the Trustee of the Project from the lien and/or security interest of the Indenture and this Lease and appropriate termination of financing statements as required under the Uniform Commercial Code; and (b) such other documents as may be reasonably necessary to effectuate the conveyance of the Project, including without limitation a termination of the Base Lease and this Lease. Section 11.3. Relative Position of Option and Indenture. The option to purchase the Project granted to the Developer in this Article shall be and remain prior and superior to the Indenture and may be exercised whether or not the Developer is in default under this Lease; provided that such option will not result in nonfulfillment of any condition to the exercise of any such option (including the payment of all amounts specified in Section 11.1) and further provided that the option herein granted shall terminate upon the termination of this Lease. Section 11.4. Obligation to Purchase the Project. The Developer hereby agrees to purchase, and the City hereby agrees to sell, the Project upon the occurrence of (a) the expiration of the Lease Term following full payment of the Bonds or provision for payment thereof having been made in accordance with -24- the provisions of the Indenture, and (b) the final payment due under the Development Agreement. The amount of the purchase price under this Section shall be the sum of the items set forth in Sections 11.1(a)- (f). The purchase price shall be paid by the Developer within 90 days of the expiration of the Lease Term. Section 11.5. Right to Set-Off. At its option, to be exercised at least five days before the date of closing such purchase, the Developer may deliver to the Trustee for cancellation Bonds not previously paid, and the Developer shall receive a credit against the purchase price payable by the Developer in an amount equal to 100% of the principal amount of the Bonds so delivered for cancellation, plus the accrued interest thereon. The Developer may set-off any payment obligation under Section 11.1(b) by tendering a corresponding amount of the Bonds to the Trustee for cancellation. ARTICLE XII DEFAULTS AND REMEDIES Section 12.1. Events of Default. If any one or more of the following events occurs and is continuing, it is hereby defined as and declared to be and to constitute an “Event of Default” under this Lease: (a) default in the due and punctual payment of Basic Rent or Additional Rent within 10 days after written notice thereof from the City to the Developer and the Lender; or (b) default in the due observance or performance of any other covenant, agreement, obligation or provision of this Lease on the Developer’s part to be observed or performed, and such default continues for 60 days after the City or the Trustee has given the Developer and the Lender written notice specifying such default (or such longer period as is reasonably required to cure such default, provided that (i) the Developer or the Lender, as applicable, has commenced such cure within said 60-day period, and (ii) the Developer or the Lender, as applicable, diligently prosecutes such cure to completion); or (c) the Developer: (i) admits in writing its inability to pay its debts as they become due; or (ii) files a petition in bankruptcy or for reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code as now or in the future amended or any other similar present or future federal or state statute or regulation, or files a pleading asking for such relief; or (iii) makes an assignment for the benefit of creditors; or (iv) consents to the appointment of a trustee, receiver or liquidator for all or a substantial portion of its property or fails to have the appointment of any trustee, receiver or liquidator made without the Developer’s consent or acquiescence, vacated or set aside; or (v) is finally adjudicated as bankrupt or insolvent under any federal or state law; or (vi) is subject to any proceeding, or suffers the entry of a final and non-appealable court order, under any federal or state law appointing a trustee, receiver or liquidator for all or a substantial portion of its property or ordering the winding-up or liquidation of its affairs, or approving a petition filed against it under the Bankruptcy Code, as now or in the future amended, which order or proceeding, if not consented to by it, is not dismissed, vacated, denied, set aside or stayed within 90 days after the day of entry or commencement; or (vii) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial portion of its property, and such writ or warrant of attachment or any similar process is not contested, stayed or released within 60 days after the final entry or levy or after any contest is finally adjudicated or any stay is vacated or set aside; or -25- (d) an event of default under the Development Agreement, as described in Section 2.5 thereof. The Trustee shall give the Lender notice of the occurrence of any Event of Default of which the Trustee has notice pursuant to the terms of the Indenture. The Lender may, at its election, but shall have no obligation to, cure such Event of Default. Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 has occurred and continues beyond the period provided to cure, then the City may at the City’s election (subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at any time thereafter, and while such default continues, take any one or more of the following actions, in addition to the remedies provided in Section 12.5: (a) cause all amounts payable with respect to the Bonds for the remainder of the term of this Lease to become due and payable, as provided in the Indenture; or (b) give the Developer written notice of intention to terminate this Lease on a date specified therein, which date shall not be earlier than 60 days after such notice is given, and if all defaults have not then been cured, on the date so specified, the Owners shall tender or be deemed to have tendered the Outstanding principal amount of the Bonds for cancellation with instruction that such tender is in lieu of payment in accordance with Sections 11.1 and 11.5, the Developer’s or the Lender’s rights to possession of the Project shall cease and this Lease shall thereupon be terminated, and the City may re-enter and take possession of the Project or the City may convey the Project to the Developer and bring an action against the Developer for the purchase price of the Project under Section 11.1; provided, however, if the Developer has paid all obligations due and owing under the Indenture, this Lease, the Base Lease and the Development Agreement, the City shall convey the Project in accordance with Section 11.2. The Developer’s rights to cause the conveyance of the Project in accordance with Section 11.2 shall survive the expiration or termination of this Lease. If the City defaults on any of its obligations under this Lease, the Developer’s sole remedy for such default shall be to sue for specific performance of this Lease. Section 12.3. Survival of Obligations. The Developer covenants and agrees with the City and the Owners that its obligations under this Lease shall survive the cancellation and termination of this Lease, for any cause, and that the Developer shall continue to pay the Basic Rent and Additional Rent (to the extent the Bonds remain Outstanding) and perform all other obligations provided for in this Lease, all at the time or times provided in this Lease; provided, however, that upon the payment of all Basic Rent and Additional Rent required under Article V, and upon the satisfaction and discharge of the Indenture under Section 1301 thereof, and upon the Developer’s exercise of the purchase option contained in Article XI, the Developer’s obligations under this Lease shall thereupon cease and terminate in full, except that the obligations contained in Section 10.5 with respect to indemnification of the City and the Trustee shall not so terminate. Section 12.4. Performance of the Developer’s Obligations by the City. Upon an Event of Default, the City, or the Trustee in the City’s name, may (but shall not be obligated so to do) upon the continuance of such failure on the Developer’s part for 60 days after written notice of such failure is given to the Developer by the City or the Trustee, and without waiving or releasing the Developer from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and all reasonable sums so paid by the City or the Trustee and all necessary incidental reasonable costs and expenses incurred by the City or the Trustee (including, without limitation, attorneys’ -26- fees and expenses) in performing such obligations shall be deemed Additional Rent and shall be paid to the City or the Trustee on demand, and if not so paid by the Developer, the City or the Trustee shall have the same rights and remedies provided for in Section 12.2 in the case of default by the Developer in the payment of Basic Rent. Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the City and the Developer hereunder are in addition to those otherwise provided by law and shall be construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on one or more occasions. The City and the Developer shall each be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Lease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Notwithstanding anything in this Section 12.5 or elsewhere in this Lease to the contrary, however, the Developer’s option to purchase the property as provided in Article XI above shall not be terminated upon an Event of Default unless and until this Lease is terminated to the extent permitted pursuant to Section 12.2(b). The parties agree that no provision of this Lease shall be construed to allow the City to require the Developer to acquire, construct or install the Project. Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any subsequent breach of the same coven ant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of a breach by the Developer of any covenant, agreement or undertaking by the Developer, the City may nevertheless accept from the Developer any payment or payments hereunder without in any way waiving the City’s right to exercise any of its rights and remedies provided for herein with respect to any such default or defaults of the Developer which were in existence at the time such payment or payments were accepted by the City. Section 12.7. Trustee’s Exercise of the City’s Remedies. Whenever any Event of Default has occurred and is continuing, the Trustee may, but except as otherwise provided in the Indenture shall not be obliged to, exercise any or all of the rights of the City under this Article, upon notice as required of the City unless the City has already given the required notice. In addition, the Trustee shall have available to it all of the remedies prescribed by the Indenture. ARTICLE XIII ASSIGNMENT AND SUBLEASE Section 13.1. Assignment; Sublease. (a) The Developer may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) any party related to the Developer by one of the relationships described in Section 267(b) of the Code, (ii) any party controlled by or under common control with the Developer, (iii) any affiliated entity (including any joint venture) in which the Developer has an ownership interest, directly or indirectly, or (iv) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: -27- (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development Agreement and any other documents related to the Bonds, the Developer shall be released from and have no further obligations under this Lease, the Base Lease, the Development Agreement or any other document related to the issuance of the Bonds. (d) Notwithstanding the foregoing, the Developer may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Developer remains obligated to perform all of its obligations under this Lease, the Base Lease and the Development Agreement. Section 13.2. Assignment of Revenues by City. The City shall assign and pledge any rents, revenues and receipts receivable under this Lease, to the Trustee pursuant to the Indenture as security for payment of the principal of and interest and premium, if any, on the Bonds, and the Developer hereby consents to such pledge and assignment. Section 13.3. Prohibition Against Leasehold Mortgage of Project. The City shall not mortgage its leasehold interest in the Project but may assign its interest in and pledge any moneys receivable under this Lease to the Trustee pursuant to the Indenture as security for payment of the principal of and interest on the Bonds. Section 13.4. Restrictions on Sale or Encumbrance of Project by City. During the Lease Term, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture and except to enforce its rights under Section 12.2(b), it will not sell, assign, encumber, mortgage, transfer or convey the Project or any interest therein. -28- ARTICLE XIV AMENDMENTS, CHANGES AND MODIFICATIONS Section 14.1. Amendments, Changes and Modifications. Except as otherwise provided in this Lease or in the Indenture, subsequent to the issuance of the Bonds and before the payment in full of the Bonds (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), this Lease may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the Trustee, given in accordance with the provisions of the Indenture, which consent, however, shall not be unreasonably withheld, and the written consent of all of the Owners, the Lender and any other Financing Party. ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.1. Notices. All notices, certificates or other communications required or desired to be given hereunder shall be in writing and shall be deemed duly given when (a) mailed by registered or certified mail, postage prepaid, or (b) sent by overnight delivery or other delivery service which requires written acknowledgment of receipt by the addressee, addressed as follows: (i) To the City: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Administrator with copies to: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Counselor and Gilmore & Bell, P.C. One Metropolitan Square 211 N. Broadway, Suite 2000 St. Louis, Missouri 63102 Attn: Mark D. Grimm, Esq. (ii) To the Trustee: [*Trustee*] ____________________ ____________________ Attn: Corporate Trust Department -29- (iii) To the Developer: TD – Simonsen, LLC P.O. Box 6331 Fishers, Indiana 46038 Attn: Jeffrey J. Tegethoff with a copy to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, Missouri 63105 Attn: David Richardson, Esq. (iv) To the Lender: [*Lender*] ____________________ ____________________ Attn: __________ All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the date they are so mailed, provided, however, that notice to the Trustee shall be effective only upon receipt. A duplicate copy of each notice, certificate or other communication given hereunder by either the City or the Developer to the other shall also be given to the Trustee and the Lender. The City, the Developer, the Trustee and the Lender may from time to time designate, by notice given hereunder to the others of such parties, such other address to which subsequent notices, certificates or other communications shall be sent. Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals. Wherever in this Lease it is provided that the City shall, may or must give its approval or consent, or execute supplemental agreements or schedules, the City shall not unreasonably, arbitrarily or unnecessarily withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements or schedules; provided, however, that nothing in this Lease shall be interpreted to affect the City’s rights to approve or deny any additional project or matter unrelated to the Project subject to zoning, building permit or other regulatory approvals by the City. Section 15.3. Net Lease. The parties hereto agree (a) that this Lease shall be deemed and construed to be a net lease, (b) that the payments of Basic Rent are designed to provide the City and the Trustee funds adequate in amount to pay all principal of and interest accruing on the Bonds as the same becomes due and payable, (c) that to the extent that the payments of Basic Rent are not sufficient to provide the City and the Trustee with funds sufficient for the purposes aforesaid, the Developer shall be obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional Rent, such further sums of money, in cash, as may from time to time be required for such purposes, and (d) that if after the principal of and interest on the Bonds and all costs incident to the payment of the Bonds (including the fees and expenses of the City and the Trustee) have been paid in full the Trustee or the City holds unexpended funds received in accordance with the terms hereof such unexpended funds shall, after payment therefrom of all sums then due and owing by the Developer under the terms of this Lease, and except as otherwise provided in this Lease and the Indenture, become the absolute property of and be paid over forthwith to the Developer. -30- Section 15.4. Limitation on Liability of City. No provision, covenant or agreement contained in this Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the City, or the breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a charge upon the general credit or taxing powers of the City or the State of Missouri. Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed by the laws of the State of Missouri. Section 15.6. Binding Effect; Third-Party Beneficiary. This Lease shall be binding upon and shall inure to the benefit of the City and the Developer and their respective successors and assigns. The Lender shall be a third-party beneficiary of any provisions contained herein granting rights to the Lender. Section 15.7. Severability. If for any reason any provision of this Lease shall be determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby. Section 15.8. Execution in Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 15.9. Electronic Transaction. The parties agree that the transaction described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15.10. City Consent. Pursuant to the Ordinance, the Mayor and the City Administrator are authorized to execute all documents on behalf of the City (including documents pertaining to the transfer of property or the financing or refinancing of the Project by the Developer) as may be required to carry out and comply with the intent of the Ordinance, the Indenture and this Lease. The Mayor and the City Administrator are also authorized, unless expressly prohibited herein, to grant on behalf of the City such consents, estoppels and waivers relating to the Bonds, the Indenture, the Base Lease, this Lease or the Development Agreement as may be requested during the term hereof; provided, such consents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the term of this Lease or the economic incentives provided herein, waive an Event of Default or materially change the nature of the transaction unless otherwise approved by the City Council. Section 15.11. Subordination of Lease. By its execution hereof, each of the Developer and the City hereby agree that this Lease shall be, is and shall continue to be, subordinate and inferior to the Fee Deed of Trust and the other Loan Documents until all [*Obligations*] (as such term is defined in the Fee Deed of Trust) have been indefeasibly paid and performed in full, including but not limited to, all future advances and future obligations secured by the Fee Deed of Trust and the other Loan Documents. Such subordination shall be self-operative and shall be irrespective of the time, manner, order of recording or perfection or any other priority that ordinarily would result under the Uniform Commercial Code as enacted in each and every applicable jurisdiction, and as amended from time to time, and other applicable law for the order of granting or perfecting any security interests referred to herein. Section 15.12. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for the -31- duration of this Lease, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. [Remainder of Page Intentionally Left Blank] -32- IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their respective names by their duly authorized signatories, all as of the date first above written. CITY OF JEFFERSON, MISSOURI (SEAL) By: Carrie Tergin, Mayor Attest: Emily Donaldson, City Clerk [Lease Agreement] -33- TD – SIMONSEN, LLC, a Missouri limited liability company By: Jeffrey J. Tegethoff, Manager [Lease Agreement] A-1 EXHIBIT A PROJECT SITE The land situated in the County of Cole, State of Missouri, and described as follows: B-1 EXHIBIT B FORM OF REQUISITION CERTIFICATE Requisition No. _____ Date: _______________ REQUISITION CERTIFICATE TO: [*TRUSTEE*], AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF [*DATE*], 2022, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND THE TRUSTEE, AND THE LEASE AGREEMENT DATED AS OF [*DATE*], 2022, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND TD – SIMONSEN, LLC The undersigned Authorized Developer Representative hereby states and certifies that: 1. A total of $__________ is requested to pay for Project Costs associated with the acquisition of the Project Site and the construction of the Project Improvements. The total amount of this requisition and all prior requisitions are as follows: Date of Project Costs Amount Submitted in this Requisition Requisitions Submitted to Date (Including this Requisition) 2. Said Project Costs shall be paid in whole from Bond proceeds in such amounts, to such payees and for such purposes as set forth on Schedule 1. 3. Each of the items for which payment is requested are or were desirable and appropriate in connection with the purchase and construction of the Project, have been properly incurred and are a proper charge against the Project Fund, and have been paid by the Developer or are justly due to the Persons whose names and addresses are stated on Schedule 1, and have not been the basis of any previous requisition from the Project Fund. 4. As of this date, except for the amounts referred to above, to the best of my knowledge there are no outstanding disputed statements for which payment is requested for labor, wages, materials, supplies or services in connection with the purchase and construction of the Project which, if unpaid, might become the basis of a vendors’, mechanics’, laborers’ or materialmen’s statutory or similar lien upon the Project or any part thereof. 5. Capitalized words and terms used in this Requisition Certificate have the meanings given to such words and terms in Section 101 of the Trust Indenture. B-2 TD – SIMONSEN, LLC By: Authorized Developer Representative Approved this _____ day of ____________________, 20___. CITY OF JEFFERSON, MISSOURI By: Authorized City Representative B-3 SCHEDULE 1 TO REQUISITION CERTIFICATE PROJECT COSTS Payee and Address Description Amount QRE EXHIBIT D TRUST INDENTURE (On file in the office of the City Clerk) Gilmore & Bell, P.C. Draft – July 11, 2022 CITY OF JEFFERSON, MISSOURI, AND [*TRUSTEE*], as Trustee ________________ TRUST INDENTURE Dated as of [*Date*], 2022 ________________ Relating to: $25,000,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project) Series 2022 (i) TRUST INDENTURE TABLE OF CONTENTS Page Parties ........................................................................................................................................... 1 Recitals ........................................................................................................................................... 1 Granting Clauses .......................................................................................................................................... 2 ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms ........................................................................................ 3 Section 102. Rules of Interpretation ....................................................................................................... 8 Section 103. Incorporation ...................................................................................................................... 9 ARTICLE II THE BONDS Section 201. Title and Amount of Bonds ................................................................................................ 9 Section 202. Nature of Obligation .......................................................................................................... 9 Section 203. Denomination, Number and Dating of the Bonds.............................................................. 9 Section 204. Method and Place of Payment of Bonds .......................................................................... 10 Section 205. Execution and Authentication of Bonds .......................................................................... 10 Section 206. Registration, Transfer and Exchange of Bonds ................................................................ 11 Section 207. Persons Deemed Owners of Bonds .................................................................................. 11 Section 208. Authorization of the Bonds .............................................................................................. 12 Section 209. Mutilated, Lost, Stolen or Destroyed Bonds .................................................................... 13 Section 210. Cancellation and Destruction of Bonds Upon Payment ................................................... 14 ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds ...................................................................................................... 14 Section 302. Effect of Call for Redemption .......................................................................................... 15 Section 303. Notice of Redemption ...................................................................................................... 15 ARTICLE IV FORM OF BONDS Section 401. Form Generally ................................................................................................................ 15 (ii) ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 501. Creation of Funds ............................................................................................................. 15 Section 502. Deposits into the Project Fund ......................................................................................... 16 Section 503. Disbursements from the Project Fund .............................................................................. 16 Section 504. Completion of the Project ................................................................................................ 16 Section 505. Disposition Upon Acceleration ........................................................................................ 16 ARTICLE VI REVENUES AND FUNDS Section 601. Deposits into the Bond Fund............................................................................................ 17 Section 602. Application of Moneys in the Bond Fund ........................................................................ 17 Section 603. Payments Due on Days Other than Business Days .......................................................... 18 Section 604. Nonpresentment of Bonds................................................................................................ 18 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701. Moneys to be Held in Trust .............................................................................................. 18 Section 702. Investment of Moneys in Project Fund and Bond Fund .................................................. 18 Section 703. Record Keeping ............................................................................................................... 19 ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Section 801. Payment of Principal and Interest .................................................................................... 19 Section 802. Authority to Execute Indenture and Issue Bonds ............................................................. 19 Section 803. Performance of Covenants ............................................................................................... 19 Section 804. Instruments of Further Assurance .................................................................................... 19 Section 805. Recordings and Filings .................................................................................................... 20 Section 806. Inspection of Project Books ............................................................................................. 20 Section 807. Enforcement of Rights Under the Lease .......................................................................... 20 ARTICLE IX DEFAULT AND REMEDIES Section 901. Events of Default; Notice; Opportunity to Cure .............................................................. 20 Section 902. Acceleration of Maturity in Event of Default .................................................................. 21 Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession ..... 21 Section 904. Appointment of Receivers in Event of Default ................................................................ 22 Section 905. Exercise of Remedies by the Trustee ............................................................................... 22 Section 906. Limitation on Exercise of Remedies by Owners ............................................................. 22 Section 907. Right of Owners to Direct Proceedings ........................................................................... 23 Section 908. Application of Moneys in Event of Default ..................................................................... 23 (iii) Section 909. Remedies Cumulative ...................................................................................................... 24 Section 910. Waivers of Events of Default ........................................................................................... 24 ARTICLE X THE TRUSTEE Section 1001. Acceptance of the Trusts .................................................................................................. 25 Section 1002. Fees, Charges and Expenses of the Trustee ..................................................................... 28 Section 1003. Notice to Owners if Default Occurs ................................................................................. 28 Section 1004. Intervention by the Trustee .............................................................................................. 28 Section 1005. Successor Trustee Upon Merger, Consolidation or Sale .................................................. 28 Section 1006. Resignation of Trustee ..................................................................................................... 28 Section 1007. Removal of Trustee .......................................................................................................... 29 Section 1008. Appointment of Successor Trustee .................................................................................. 29 Section 1009. Vesting of Trusts in Successor Trustee ............................................................................. 29 Section 1010. Right of Trustee to Pay Taxes and Other Charges ........................................................... 29 Section 1011. Trust Estate May be Vested in Co-Trustee ....................................................................... 30 Section 1012. Accounting ....................................................................................................................... 30 Section 1013. Performance of Duties Under the Lease .......................................................................... 30 ARTICLE XI SUPPLEMENTAL INDENTURES Section 1101. Supplemental Indentures Not Requiring Consent of Owners .......................................... 31 Section 1102. Supplemental Indentures Requiring Consent of Owners ................................................. 31 Section 1103. Developer’s Consent to Supplemental Indentures ........................................................... 32 Section 1104. Opinion of Counsel .......................................................................................................... 32 ARTICLE XII SUPPLEMENTAL LEASES Section 1201. Supplemental Leases Not Requiring Consent of Owners ................................................ 32 Section 1202. Supplemental Leases Requiring Consent of Owners ....................................................... 32 Section 1203. Opinion of Counsel .......................................................................................................... 33 ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE Section 1301. Satisfaction and Discharge of this Indenture ................................................................... 33 Section 1302. Bonds Deemed to be Paid ................................................................................................ 33 ARTICLE XIV MISCELLANEOUS PROVISIONS Section 1401. Consents and Other Instruments by Owners .................................................................... 34 Section 1402. Limitation of Rights Under this Indenture ....................................................................... 35 (iv) Section 1403. Rights of Lender .............................................................................................................. 35 Section 1404. Notices ............................................................................................................................. 35 Section 1405. Severability ...................................................................................................................... 36 Section 1406. Execution in Counterparts................................................................................................ 36 Section 1407. Governing Law ................................................................................................................ 36 Section 1408. Electronic Transaction ..................................................................................................... 37 Section 1409. City Consent .................................................................................................................... 37 Section 1410. Anti-Discrimination Against Israel Act ........................................................................... 37 Signature and Seals .................................................................................................................................... 38 Exhibit A - Project Site Exhibit B - Form of Bonds Exhibit C - Form of Representation Letter TRUST INDENTURE THIS TRUST INDENTURE, dated as of [*Date*], 2022 (this “Indenture”), between the CITY OF JEFFERSON, MISSOURI, a home-rule city organized and existing under its charter and the laws of the State of Missouri (the “City”), and [*TRUSTEE*], a national banking association duly organized and existing and authorized to accept and execute trusts of the character herein set forth under the laws of the United States of America, with a corporate trust office located in St. Louis, Missouri, as Trustee (the “Trustee”); RECITALS: 1. The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend and improve certain projects (as defined in the Act), to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, office industry, warehousing and industrial development purposes upon such terms and conditions as the City deems advisable. Under Attorney General Opinion 180-81, the Missouri Attorney General determined that the construction and rental of multi-family apartments for profit is a commercial enterprise. 2. Pursuant to the Act, the City Council passed Ordinance No. _____ on __________, 2022 (the “Ordinance”), authorizing the City to issue its Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum principal amount of $25,000,000 (the “Bonds”), for the purpose of (a) acquiring a leasehold interest in approximately 4.59 acres of real property located at 501 E. Miller in the City (as legally described on Exhibit A, the “Project Site”) and (b) renovating the historic school building located thereon for use as approximately 60-75 residential apartments and amenity space (the “Project Improvements”). 3. Pursuant to the Act and the Ordinance, the City is authorized to (a) enter into this Indenture with the Trustee for the purpose of issuing and securing the Bonds, as herein provided, (b) enter into a Base Lease of even date herewith (the “Base Lease”) with TD – Simonsen, LLC (the “Developer”) under which the City will acquire a leasehold interest in the Project Site and (c) enter into a Lease Agreement of even date herewith (the “Lease”) with the Developer under which the City will, or will cause the Developer to, construct the Project Improvements and will lease the Project Improvements, as they may at any time exist, together with the City’s leasehold interest in the Project Site (collectively, the “Project”) to the Developer in consideration of rental payments by the Developer that will be sufficient to pay the principal of and interest on the Bonds. 4. All things necessary to make the Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid and legally binding obligations of the City, and to constitute this Indenture a valid and legally binding pledge and assignment of the Trust Estate (as defined herein) herein made for the security of the payment of the principal of and interest on the Bonds, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. -2- NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the City, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Bonds by the Owners (as defined herein) thereof, and of other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and interest on all of the Bonds issued and Outstanding (as defined herein) under this Indenture from time to time according to their tenor and effect, and to secure the performance and observance by the City of all the covenants, agreements and conditions herein and in the Bonds contained, does hereby pledge and assign to the Trustee and its successors and assigns forever, the property described in paragraphs (a), (b) and (c) below (said property being herein referred to as the “Trust Estate”), to-wit: (a) All right, title and interest of the City in and to the Project together with the tenements, hereditaments, appurtenances, rights, easements, privileges and immunities thereunto belonging or appertaining and, to the extent permissible, all permits, certificates, approvals and authorizations; (b) All right, title and interest of the City in, to and under the Lease (excluding the Unassigned Rights, as defined herein), and all rents, revenues and receipts derived by the City from the Project including, without limitation, all rentals and other amounts to be received by the City and paid by the Developer under and pursuant to and subject to the provisions of the Lease; and (c) All moneys and securities from time to time held by or now or hereafter required to be paid to the Trustee under the terms of this Indenture, and any and all other real or personal property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security hereunder by the City or by anyone in its behalf, or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges hereby pledged and assigned or agreed or intended so to be, to the Trustee and its successors and assigns forever; IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for the equal and proportionate benefit, protection and security of all Owners from time to time of the Bonds Outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture; PROVIDED, HOWEVER, that if the City pays, or causes to be paid, the principal of and interest on the Bonds, at the time and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, or provides for the payment thereof (as provided in Article XIII), and pays or causes to be paid to the Trustee all other sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, upon -3- and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City does hereby agree and covenant with the Trustee and with the respective Owners from time to time, as follows: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to any words and terms defined in the Lease (which definitions are hereby incorporated by reference) and any words and terms defined elsewhere in this Indenture, the following words and terms as used in this Indenture shall have the following meanings, unless some other meaning is plainly intended: “Act” means, collectively, Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri. “Additional Rent” means the additional rental described in Section 5.2 of the Lease. “Approved Investor” means (a) the Developer, (b) an affiliate of the Developer, (c) the Lender, (d) a “qualified institutional buyer” under Rule 144A promulgated under the Securities Act of 1933, or (e) any general business corporation or enterprise with total assets in excess of $100,000,000. “Authorized City Representative” means the Mayor, the City Administrator or such other Person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Developer and the Trustee containing the specimen signature of such Person and signed on behalf of the City by its Mayor or City Administrator. Such certificate may designate an alternate or alternates, each of whom may perform all duties of the Authorized City Representative. “Authorized Developer Representative” means the Person at the time designated to act on behalf of the Developer as evidenced by written certificate furnished to the City and the Trustee containing the specimen signature of such Person and signed on behalf of the Developer by an authorized officer of the Developer. Such certificate may designate an alternate or alternates, each of whom may perform all duties of the Authorized Developer Representative. “Base Lease” means the Base Lease dated as of [*Date*], 2022 between the City and the Developer, as may be amended from time to time. “Basic Rent” means the rental described in Section 5.1 of the Lease. “Bond” or “Bonds” means the Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022, in the maximum aggregate principal amount of $25,000,000, issued, authenticated and delivered under and pursuant to this Indenture. “Bond Fund” means the “City of Jefferson, Missouri, Series 2022 Bond Fund – Simonsen Redevelopment Project” created in Section 501. “Bond Purchase Agreement” means the agreement by that name with respect to the Bonds by and between the City and the Purchaser. -4- “Business Day” means any day other than a Saturday or Sunday or legal holiday or a day on which banks located in the city in which the principal corporate trust office or the principal payment office of the Trustee are required or authorized by law to remain closed. “City” means the City of Jefferson, Missouri, a home-rule city organized and existing under its charter and the laws of the State. “Closing Date” means the date identified in the Bond Purchase Agreement for the initial issuance and delivery of the Bonds. “Closing Price” means the amount specified in writing by the Purchaser and agreed to by the City as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which amount shall be equal to (a) any Project Costs spent by the Developer from its own funds before the Closing Date, and, at the Developer’s option, the costs of issuance of the Bonds if such costs are not paid for from Bond proceeds, or (b) the aggregate principal amount of the Bonds, if all of the proceeds of the Bonds are being transferred to the Trustee on the Closing Date. “Completion Date” means the date of execution of the certificate required by Section 4.5 of the Lease and Section 504 hereof, which shall be deemed executed and filed on June 30, 2024 if not actually executed and filed by June 30, 2024, except as otherwise provided in Section 4.5 of the Lease, including an extension to December 31, 2024 in the event of a Permitted Excuse. “Cumulative Outstanding Principal Amount” means the aggregate principal amount of all Bonds Outstanding under the provisions of this Indenture, not to exceed $25,000,000, as reflected in the records maintained by the Trustee as provided in the Bonds and this Indenture. “Developer” means TD – Simonsen, LLC and its successors or assigns. “Development Agreement” means the Development Agreement dated as of [*Date*], 2022 among the City, the Jefferson Redevelopment Corporation and the Developer. “Event of Default” means, with respect to this Indenture, any Event of Default as defined in Section 901 hereof and, with respect to the Lease, any Event of Default as described in Section 12.1 of the Lease. “Fee Deed of Trust” means the Deed of Trust executed by the Developer for the benefit of the Lender recorded against the Project Site prior to the City’s acquisition of the Project Site. “Financing Document” means any loan agreement, credit agreement, mortgage, participation agreement, lease agreement, sublease, ground lease, hedging agreement or other document related to the Project and executed by or on behalf of a Financing Party, including, without limitation, any loan agreement, credit agreement, mortgage or other document executed in connection with the loans made to the Developer by the Lender. “Financing Party” means any Person providing debt, lease or equity financing (including equity contributions or commitments) or hedging arrangements, or any renewal, extension or refinancing of any such financing or hedging arrangements, or any guarantee, insurance, letters of credit or credit support for or in connection with such financing or hedging arrangements, in connection with the development, construction, ownership, lease, operation or maintenance of the Project or interests or rights in the Lease, -5- or any part thereof, including any trustee or agent acting on any such Person’s behalf. The Lender is a Financing Party. “Full Insurable Value” means the reasonable replacement cost of the Project less physical depreciation and exclusive of land, excavations, footings, foundation and parking lots as determined at the expense of the Developer from time to time. “Government Securities” means (a) noncallable, nonredeemable direct obligations of the United States of America, and (b) obligations the timely payment of the principal of, and interest on, which is fully and unconditionally guaranteed by the United States of America, and (c) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in (a) or (b). “Indenture” means this Trust Indenture, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article XI. “Investment Securities” means any of the following securities: (a) Government Securities; (b) bonds, notes or other obligations of the State or any political subdivision of the State, which at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) obligations of Fannie Mae, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (d) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, that are continuously and fully secured by any one or more of the securities described in clause (a), (b) or (c) above and that have a market value at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account; (e) certificates of deposit, time deposits or demand deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, provided that such certificates of deposit, time deposits or demand deposit s shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully collateralized by such securities as are described above in clauses (a) through (d), inclusive, which shall have a market value at all times at least equal to the principal amount of such certificates of deposit, time deposits or demand deposits; (f) money market funds registered under the Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, and which are rated in any of the three highest rating categories by a nationally recognized rating service; or (g) any other investment approved in writing by the Authorized City Representative and the Owners of all of the Outstanding Bonds. -6- “Lease” means the Lease Agreement dated as of [*Date*], 2022 between the City, as lessor, and the Developer, as lessee, as from time to time amended and supplemented by Supplemental Leases in accordance with the provisions thereof and of Article XII. “Lease Term” means the period from the effective date of the Lease until the expiration thereof pursuant to Section 3.2 of the Lease. “Leasehold Mortgage” means any leasehold mortgage, leasehold deed of trust, assignment of rents and leases or other agreement relating to the Project permitted pursuant to the provisions of Section 10.4 of the Lease and subject to the express, prior written consent of the Lender. “Lender” means [*Lender*] and its successors or assigns. “Net Proceeds” means, when used with respect to any insurance or condemnation award with respect to the Project, the gross proceeds from the insurance or condemnation award remaining after payment of all expenses (including attorneys’ fees, the Trustee’s fees and any extraordinary expenses of the City and the Trustee) incurred in the collection of such gross proceeds. “Outstanding” means, when used with reference to Bonds, as of a particular date, all Bonds theretofore authenticated and delivered, except: (a) Bonds previously canceled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Section 1302; and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture. “Owner” means the registered owner of any Bond as recorded on the bond registration records maintained by the Trustee, and for any actions requiring the consent of an Owner hereunder, the Lender. “Paying Agent” means the Trustee and any other bank or trust company designated by this Indenture as paying agent for the Bonds at which the principal of or interest on the Bonds shall be payable. “Payment Date” means the date on which the principal of or interest on any Bond, whether at the stated maturity thereof or the redemption date thereof, is payable, which shall be December 1 of each year that the Bonds are Outstanding. “Permitted Encumbrances” means, as of any particular time, as the same may encumber the Project Site, (a) liens for ad valorem taxes and special assessments not then delinquent, (b) this Indenture, the Base Lease, the Lease and the Development Agreement, (c) utility, access and other easements and rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will not ma terially interfere with or impair the operations being conducted on the Project Site or easements granted to the City, (d) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Project Site and as do not in the aggregate materially impair the property affected thereby for the purpose for which it was acquired or is held by the City, (e) liens, security interests or encumbrances granted pursuant to the Lease, any Leasehold Mortgage, the Fee Deed of Trust or any other Financing Documents, and (f) such exceptions to title set forth in the [*Pro Forma Owner’s Policy of Title Insurance, File No. __________,*] prepared by [*Title Company*]. -7- “Person” means an individual, partnership, corporation, business trust, joint stock company, limited liability company, bank, insurance company, unincorporated association, joint venture or other entity of whatever nature. “Plans and Specifications” means the plans and specifications prepared for and showing the Project, as amended by the Developer from time to time before the Completion Date, the same being on file at the principal office of the Developer, and which shall be available for reasonable inspection during normal business hours and upon not less than one Business Day’s prior notice by the City, the Trustee and their duly appointed representatives. “Project” means, collectively, the Project Site and the Project Improvements as they may at any time exist. “Project Costs” means all costs of purchasing and constructing the Project, including the following: (a) all costs and expenses necessary or incident to the acquisition, construction and improvement of the Project; (b) fees and expenses of architects, appraisers, surveyors and engineers for estimates, surveys, soil borings and soil tests and other preliminary investigations and items necessary to the commencement of construction, preparation of plans, drawings and specifications and supervision of construction, as well as for the performance of all other duties of professionals and consultants in relation to the purchase and construction of the Project or the issuance of the Bonds; (c) all costs and expenses of every nature incurred in purchasing and constructing the Project Improvements and otherwise improving the Project Site, including the actual cost of labor and materials as payable to contractors, builders and materialmen in connection with the purchase and construction of the Project; (d) interest accruing on the Bonds during the construction period of the Project; (e) the cost of title insurance policies and the cost of any other insurance maintained during the period of construction of the Project in accordance with Article VII of the Lease; (f) reasonable expenses of administration, supervision and inspection properly chargeable to the Project, legal fees and expenses, fees and expenses of accountants and other consultants, publication and printing expenses, and initial fees and expenses of the Trustee to the extent that said fees and expenses are necessary or incident to the issuance and sale of the Bonds or the purchase and construction of the Project; (g) all other items of expense not elsewhere specified in this definition as may be necessary or incident to: (1) the authorization, issuance and sale of the Bonds, including costs of issuance of the Bonds; (2) the purchase and construction of the Project; and (3) the financing thereof; and (h) reimbursement to the Developer or those acting for it for any of the above enumerated costs and expenses incurred and paid by them before or after the execution of the Lease. -8- “Project Fund” means the “City of Jefferson, Missouri, Series 2022 Project Fund – Simonsen Redevelopment Project” created in Section 501. “Project Improvements” means a development consisting of approximately 71 residential apartments, approximately 9,000 square feet of amenity space, related parking and infrastructure and any other improvements located on the Project Site, to the extent paid for in whole with Bond proceeds, and all additions, alterations, modifications and improvements thereof made pursuant to the Lease. “Project Site” means all of the real estate described in Exhibit A. “Purchaser” means the entity identified in the Bond Purchase Agreement as the purchaser of the Bonds. “State” means the State of Missouri. “Supplemental Indenture” means any indenture supplemental or amendatory to this Indenture entered into by the City and the Trustee pursuant to Article XI. “Supplemental Lease” means any supplement or amendment to the Lease entered into pursuant to Article XII. “Trust Estate” means the Trust Estate described in the Granting Clauses of this Indenture. “Trustee” means [*Trustee*], a national banking association duly organized and existing and authorized to accept and execute trusts of the character herein set forth under the laws of the United States of America, and its successor or successors and any other corporation which at the time may be substituted in its place pursuant to and at the time serving as Trustee under this Indenture. “Unassigned Rights” means the City’s rights under the Lease to receive moneys for its own account and the City’s rights to indemnification or to be protected from liabilities by insurance policies required by the Lease, as provided in the Lease. Section 102. Rules of Interpretation. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (b) Unless the context otherwise indicates, words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including governmental entities, as well as natural persons. (c) Wherever in this Indenture it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the case may be, such act or obligation. (d) All references in this instrument to designated “Articles,” “Sections” and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of -9- similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (e) The Table of Contents and the Article and Section headings of this Indent ure shall not be treated as a part of this Indenture or as affecting the true meaning of the provisions hereof. (f) Whenever an item or items are listed after the word “including,” such listing is not intended to be a listing that excludes items not listed. (g) Whenever the City is required to “cooperate,” “cooperate fully” or “act promptly” on a matter set forth in this Indenture, the City’s cooperation shall be deemed to be reasonable cooperation and the City’s promptness shall be deemed to be reasonable promptness; provided, however, the City shall not be required to incur any costs, expenses, obligations or liabilities in providing such reasonable cooperation and promptness. Section 103. Incorporation. (a) The Recitals hereof are all incorporated into this Indenture as if fully and completely set out in this Section. (b) The Exhibits to this Indenture are hereby incorporated into and made a part of this Indenture. ARTICLE II THE BONDS Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indenture except in accordance with the provisions of this Article. The Bonds authorized to be issued under this Indenture shall be designated as the “City of Jefferson, Missouri, Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022.” The maximum total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $25,000,000. Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the Project and the Lease, and not from any other fund or source of the City. The Bonds are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided in this Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City, the State or any other political subdivision thereof, and none of the City, the State or other political subdivision thereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction, and are not payable in any manner by taxation. Section 203. Denomination, Number and Dating of the Bonds. (a) The Bonds shall be issuable in the form of one fully-registered Bond, in substantially the form set forth in Exhibit B, in the denomination of $0.01 or any multiple thereof. -10- (b) The Bonds shall be dated by the Trustee as of the date of initial delivery thereof as provided herein. If the Bonds are at any time thereafter transferred, any replacement Bonds shall be dated as of the date of authentication thereof. Section 204. Method and Place of Payment of Bonds. (a) The principal of and interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for payment of public and private debts. (b) Payment of the principal of the Bonds shall be made upon the presentation and surrender of such Bonds at the principal payment office of any Paying Agent named in the Bonds. The payment of principal of the Bonds shall be noted on the Bonds on Schedule I thereto and the registration books maintained by the Trustee pursuant to Section 206. Payment of the interest on the Bonds shall be made by the Trustee on each Payment Date to the Person appearing on the registration books of the Trustee hereinafter provided for as the Owner thereof on the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Payment Date by check or draft mailed to such Owner at such Owner’s address as it appears on such registration books. (c) The Bonds and the original Schedule I thereto shall be held by the Trustee in trust, unless otherwise directed in writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, on each Payment Date, send a revised copy of Schedule I via facsimile or other electronic means to the Owner, the Developer (if not the Owner) and the City. Absent manifest error, the amounts shown on Schedule I as noted by the Trustee shall be conclusive evidence of the principal amount paid on the Bonds. (d) If there is one Owner of the Bonds, the Trustee is authorized to make the final or any interim payment of principal on such Bonds by internal bank transfer or by electronic transfer to an account at a commercial bank or savings institution designated in writing by such Owner and located in the United States. The Trustee is also authorized to make interest payments on such Bonds by internal bank transfer or by electronic transfer to an account at a commercial bank or savings institution designated by such Owner and located in the United States. (e) If the Developer is the sole Owner of the Bonds, then the Developer may set-off its obligation to the City as lessee to pay Basic Rent under the Lease against the City’s obligations to the Developer as the bondholder to pay principal of and interest on the Bonds under this Indenture. The Trustee may conclusively rely on the absence of any notice from the Developer to the contrary as evidence that such set-off has occurred and that pursuant to the set-off, the Developer is deemed to have paid its obligation to the City as lessee to pay Basic Rent under the Lease and the City is deemed to have paid its obligation to the Developer as bondholder to pay principal of and interest on the Bonds under this Indenture. On the final Payment Date, the Developer may deliver to the Trustee for cancellation the Bonds and the Developer shall receive a credit against the Basic Rent payable by the Developer under Section 5.1 of the Lease in an amount equal to the remaining principal of the Bonds so tendered for cancellation plus accrued interest thereon. Section 205. Execution and Authentication of Bonds. (a) The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor or City Administrator and attested by the manual or facsimile signature of its City Clerk, and shall have the corporate seal of the City affixed thereto or imprinted thereon. If any officer whose signature -11- or facsimile thereof appears on the Bonds ceases to be such officer before the delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such Person had remained in office until delivery. Any Bond may be signed by such Persons as at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit B, which shall be manually executed by the Trustee. No Bond shall be entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purposes until such Certificate of Authentication has been duly executed by the Trustee. The executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized signatory of the Trustee. Section 206. Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and transfer of Bonds as provided in this Indenture. (b) The Bonds may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit C. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new fully-registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding principal amount of such Bonds, of the same maturity and bearing interest at the same rate. (c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of any legend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid before any new Bonds shall be delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed -12- and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. Section 208. Authorization of the Bonds. (a) The Bonds are authorized in the aggregate maximum principal amount of $25,000,000 for the purpose of providing funds to pay Project Costs, which Bonds shall be designated the “City of Jefferson, Missouri, Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022.” The Bonds shall be dated as provided in Section 203(b), shall become due on December 1, 2024 (subject to prior redemption as provided in Article III) and shall bear interest as specified in Section 208(f), payable on the dates specified in Section 208(f). (b) The Trustee is hereby designated as the Paying Agent. The Owners of a majority of Bonds then-Outstanding may designate a different Paying Agent upon written notice to the City and the Trustee. (c) The Bonds shall be executed without material variance from the form and in the manner set forth in Exhibit B and delivered to the Trustee for authentication. Prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the following: (1) An original or certified copy of the ordinance passed by the City Council authorizing the issuance of the Bonds and the execution of this Indenture , the Development Agreement, the Bond Purchase Agreement, the Base Lease, and the Lease; (2) Executed counterparts or copies of this Indenture, the Development Agreement, the Bond Purchase Agreement, the Base Lease and the Lease; (3) A representation letter from the Purchaser in substantially the form attached as Exhibit C; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Bonds and deliver the same to or at the written direction of the Purchaser upon payment to the Trustee, for the account of the City, of the purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled to conclusively rely upon such request and authorization as to the name of the Purchaser and the amount of such purchase price; and (5) Such other certificates, statements, receipts and documents as the Trustee shall reasonably require for the delivery of the Bonds. (d) When the documents specified in subsection (c) of this Section have been filed with the Trustee, and when the Bonds have been executed and authenticated as required by this Indenture, either: (1) The Purchaser shall pay the Closing Price to the Trustee, and the Trustee shall endorse the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trust or if so directed in writing deliver the Bonds to or upon the order of the Purchaser; or (2) The Developer shall submit a requisition certificate in accordance with Section 4.4 of the Lease, in an amount equal to the Closing Price, and the Trustee shall authenticate and endorse -13- the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trust or if so directed in writing deliver the Bonds to the Developer (or another purchaser designated by the Developer). In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be deemed to have deposited into the Project Fund, an amount equal to the Closing Price. In authenticating Bonds, the Trustee makes no certification or representation that the Bonds have been validly issued or constitute legally binding obligations of the City. (e) Following the initial issuance and delivery of the Bonds, the Developer may submit additional requisition certificates in accordance with Section 4.4 of the Lease. If the Purchaser does not pay to the Trustee the amount set forth in the requisition certificates, the Purchaser will be deemed to have advanced an amount equal to the amount set forth in the requisition certificates and, if the Trustee is holding the Bonds, the Trustee shall endorse the Bonds in an amount equal to the amount set forth in each requisition certificate. The date of endorsement of each Principal Amount Advanced as set forth on Schedule I to the Bonds shall be the date of the City’s approval of each requisition certificate. The Trustee shall keep a record of the total requisitions submitted to the Trustee for the Project, and shall notify the City if the requisitions submitted exceed the maximum principal amount of the Bonds. (f) The Bonds shall bear interest at the rate of 5.0% per annum on the Cumulative Outstanding Principal Amount of the Bonds. Such interest shall be payable in arrears on each December 1, commencing on December 1, 2022, and continuing thereafter until the Cumulative Outstanding Principal Amount is paid in full, but not later than December 1, 2024. Interest shall be calculated on the basis of a year of 360 days consisting of 12 months of 30 days each. (g) The Trustee shall keep and maintain a record of the amount deposited or deemed to be deposited into the Project Fund pursuant to the terms of this Indenture as “Principal Amount Advanced” and shall enter the aggregate principal amount of the Bonds then-Outstanding on its records as the “Cumulative Outstanding Principal Amount.” If the Trustee is holding the Bonds, such advanced amounts shall be reflected on Schedule I to the Bonds. To the extent that advances are deemed to have been made pursuant to a requisition, the Trustee’s records of such advances shall be based solely on the requisitions provided to it. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Owners, pursuant to the redemption provisions of this Indenture, the Trustee shall enter on its records and Schedule I to the Bonds (if the Trustee is holding the Bonds) the principal amount paid on the Bonds as “Principal Amount Redeemed,” and shall enter the then-Outstanding principal amount of the Bonds as “Cumulative Outstanding Principal Amount.” The records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on the Bonds shall be the official records of the Cumulative Outstanding Principal Amount for all purposes, absent manifest error, and shall be in substantially the form of the Table of Cumulative Outstanding Principal Amount as set out in the Form of Bonds in Exhibit B. If any moneys are deposited by the Trustee into the Project Fund, then the Trustee shall provide a statement of receipts and disbursements with respect thereto to the City and the Developer on a monthly basis. After the Project has been completed and the certificate of payment of all costs is filed as provided in Section 504, the Trustee, to the extent it has not already done so pursuant to this Section or Section 1012, shall file a final statement of receipts and disbursements with respect thereto with the City and the Developer. Section 209. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated, or is lost, stolen or destroyed, the City shall execute and the Trustee shall authenticate and deliver a new Bond of like series, date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of any -14- lost, stolen or destroyed Bond, there shall be first furnished to the City and the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to the Trustee to save, defend and hold each of the City and the Trustee harmless. If any such Bond has matured, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof. Upon the issuance of any substitute Bond, the City and the Trustee may require the payment of an amount sufficient to reimburse the City and the Trustee for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 210. Cancellation and Destruction of Bonds Upon Payment. (a) All Bonds that have been paid or redeemed or that have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity, shall be canceled by the Trustee immediately upon the payment or redemption of such Bonds and the surrender thereof to the Trustee. (b) All Bonds canceled under any of the provisions of this Indenture shall be destroyed by the Trustee in accordance with applicable laws and regulations and the Trustee’s policies and practices . The Trustee shall execute a certificate describing the Bonds so destroyed, and shall file executed counterparts of such certificate with the City and the Developer. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds. (a) The Bonds are subject to redemption and payment at any time before the stated maturity thereof, at the option of the City, upon written instructions from the Developer, (1) in whole, if the Developer exercises its option to purchase the Project and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Developer prepays additional Basic Rent pursuant to the Lease. If only a portion of the Bonds are to be redeemed, (A) Bonds aggregating at least 10% of the maximum aggregate principal amount of Bonds authorized hereunder shall not be subject to redemption and payment before the stated maturity thereof, and (B) the Trustee shall keep a record of the amount of Bonds to remain Outstanding following such redemption. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. (b) The Bonds are subject to mandatory redemption, in whole or in part, to the extent of amounts deposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project. Bonds to be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date for which timely notice of redemption may be given as provided hereunder. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Before giving notice of redemption to the Owners pursuant to this paragraph (b), money in an amount equal to the redemption price shall have been deposited in the Bond Fund. (c) At its option, the Developer may deliver to the Trustee for cancellation any Bonds owned by the Developer and not previously paid, and the Developer shall receive a credit against the amounts -15- payable by the Developer for the redemption of such Bonds in an amount equal to the principal amount of the Bonds so tendered for cancellation, plus accrued interest. Section 302. Effect of Call for Redemption. Before or on the date fixed for redemption, funds, Government Securities, or a combination thereof, shall be placed with the Trustee which are sufficient to pay the Bonds called for redemption and accrued interest thereon, if any, to the redemption date. Upon the happening of the above conditions and appropriate written notice having been given, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. If the Bonds are fully redeemed before maturity and an amount of money equal to the Trustee’s and the Paying Agent’s agreed to fees and expenses hereunder accrued and to accrue in connection with such redemption is paid or provided for, the City shall, at the Developer’s direction, deliver to the Developer the items described in Section 11.2 of the Lease. Section 303. Notice of Redemption. If the Bonds are to be called for redemption as provided in Section 301(a), the Developer shall deliver written notice to the City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) before the scheduled redemption date. The Trustee shall then deliver written notice to the Owners at least 30 days (five days if there is one Owner) before the scheduled redemption date by facsimile or other electronic communication and by first-class mail stating the date upon which the Bonds will be redeemed and paid, unless such notice period is waived by the Owners in writing. ARTICLE IV FORM OF BONDS Section 401. Form Generally. The Bonds and the Trustee’s Certificate of Authentication to be endorsed thereon shall be issued in substantially the forms set forth in Exhibit B. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirements of law with respect thereto. ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 501. Creation of Funds. There are hereby created and ordered to be established in the custody of the Trustee the following special trust funds in the name of the City: (a) “City of Jefferson, Missouri, Series 2022 Project Fund – Simonsen Redevelopment Project” (herein called the “Project Fund”). (b) “City of Jefferson, Missouri, Series 2022 Bond Fund – Simonsen Redevelopment Project” (herein called the “Bond Fund”). -16- Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bonds (whether actually paid or deemed paid under Section 208(d)), including Additional Payments provided for in the Bond Purchase Agreement, when received, excluding such amounts required to be paid into the Bond Fund pursuant to Section 601, shall be deposited by the Trustee into the Project Fund. Any money received by the Trustee from any other source for the purpose of purchasing, constructing and installing the Project shall pursuant to any written directions from the Person depositing such moneys also be deposited into the Project Fund. Section 503. Disbursements from the Project Fund. (a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of, or reimbursement to the Developer (or any other party that has made payment on behalf of the Developer) for payment of, Project Costs upon receipt of requisition certificates signed by the Developer in accordance with the provisions of Article IV of the Lease. The Trustee hereby covenants and agrees to disburse such moneys in accordance with such provisions. (b) If, pursuant to Section 208(d), the Trustee is deemed to have deposited into the Project Fund the amount specified in the requisition certificates submitted by the Developer in accordance with the provisions of Article IV of the Lease, the Trustee shall upon endorsement of the Bonds in an equal amount be deemed to have disbursed such funds from the Project Fund to the Developer (or such other purchaser designated by the Developer) in satisfaction of the requisition certificates. If the Trustee is holding the Bonds, such deemed disbursement will be deemed to have been made on each date the Trustee endorses the Bonds with respect to such additional amounts. (c) In paying any requisition under this Section, the Trustee may rely as to t he completeness and accuracy of all statements in such requisition certificate if such requisition certificate is signed by the Authorized Developer Representative. If the City so requests in writing, a copy of each requisition certificate submitted to the Trustee for payment under this Section shall be promptly provided by the Trustee to the City. The City hereby authorizes and directs the Trustee to make disbursements in the manner and as provided for by the aforesaid provisions of the Lease. Section 504. Completion of the Project. The completion of the purchase, construction and installation of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Trustee of the certificate required by the provisions of Section 4.5 of the Lease. As soon as practicable after the Completion Date any balance remaining in the Project Fund shall without further authorization be transferred by the Trustee to the Bond Fund and applied as provided in Section 4.6 of the Lease. Section 505. Disposition Upon Acceleration. If the principal of the Bonds has become due and payable pursuant to Section 902, upon the date of payment by the Trustee of any moneys due as hereinafter provided in Article IX, any balance remaining in the Project Fund shall without further authorization be deposited in the Bond Fund by the Trustee, with advice to the City and to the Developer of such action. -17- ARTICLE VI REVENUES AND FUNDS Section 601. Deposits into the Bond Fund. (a) The Trustee shall deposit into the Bond Fund, as and when received, (1) all accrued interest on the Bonds, if any, paid by the Purchaser; (2) all Basic Rent payable by the Developer to the City specified in Section 5.1 of the Lease; (3) any Additional Rent payable by the Developer specified in Section 5.2 of the Lease; (4) any amount in the Project Fund to be transferred to the Bond Fund pursuant to Section 504 or Section 505; (5) subject to the terms and conditions of the Fee Deed of Trust and the other Financing Documents executed in favor of the Lender, the balance of any Net Proceeds of condemnation awards or insurance received by the Trustee pursuant to Article IX of the Lease; (6) the amounts to be deposited in the Bond Fund pursuant to Sections 9.1(f) and 9.2(c) of the Lease; (7) all interest and other income derived from the investment of Bond Fund moneys as provided in Section 702; and (8) all other moneys received by the Trustee under and pursuant to any of the provisions of the Lease when accompanied by directions from the Person depositing such moneys that such moneys are to be paid into the Bond Fund. (b) The Trustee shall notify the Developer in writing, at least 15 days before each date on which a payment is due under Section 5.1 of the Lease, of the amount that is payable by the Developer pursuant to such Section. Section 602. Application of Moneys in the Bond Fund. (a) Except as provided in Section 604 and Section 908 hereof or in Section 4.6 of the Lease, moneys in the Bond Fund shall be expended solely for the payment of the principal of and interest on the Bonds as the same matures and becomes due or upon the redemption thereof before maturity; provided, however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of the Lease and deposited to the Bond Fund as provided in Section 601 above, shall be expended by the Trustee for such items of Additional Rent as they are received or due without further authorization from the City. (b) The City hereby authorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund to pay the principal of and interest on the Bonds as the same becomes due and payable and to make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal and interest. (c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient to redeem all of the Bonds Outstanding and to pay interest to accrue thereon before and until such redemption, the City covenants and agrees, upon request of the Developer, to take and cause to be taken the necessary steps to redeem all such Bonds on the next succeeding redemption date for which the required redemption notice may be given or on such later redemption date as may be specified by the Developer. The Trustee may use any moneys in the Bond Fund to redeem a part of the Bonds Outstanding in accordance with and to the extent permitted by Article III so long as the Developer is not in default with respect to any payments under the Lease and to the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption and past due interest, if any, in all cases when such Bonds have not been presented for payment. (d) After payment in full of the principal of and interest, if any, on the Bonds (or provision has been made for the payment thereof as provided in this Indenture), and the fees, charges and expenses of the -18- Trustee, the City and any Paying Agent and any other amounts required to be paid under this Indenture, the Lease and the Development Agreement, all amounts remaining in the Bond Fund shall be paid to the Developer upon the expiration or sooner termination of the Lease. Section 603. Payments Due on Days Other than Business Days. In any case where the date of maturity of principal of or interest, if any, on the Bonds or the date fixed for redemption of any Bonds is not a Business Day, then payment of principal or interest, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the period after such date. Section 604. Nonpresentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the City to the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Indenture or on, or with respect to, said Bond. If any Bond is not presented for payment within one year following the date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall without liability for interest thereon repay to the Developer the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Developer, and the Owner thereof may look only to the Developer for payment, and then only to the extent of the amount so repaid, and the Developer shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for account of the Bond Fund or the Project Fund under any provision of this Indenture, and all moneys deposited with or paid to any Paying Agent under any provision of this Indenture, shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Lease, and, until used or applied as herein provided, shall constitute part of the Trust Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon in writing. Section 702. Investment of Moneys in Project Fund and Bond Fund. Moneys held in the Project Fund and the Bond Fund shall, pursuant to written direction of the Developer, signed by the Authorized Developer Representative, be separately invested and reinvested by the Trustee in Investment Securities which mature or are subject to redemption by the Owner before the date such funds will be needed. If the Developer fails to provide written directions concerning the investment of moneys held in the Project Fund and the Bond Fund, the Trustee is authorized to invest in such Investment Securities specified in paragraph (e) of the definition of Investment Securities, provided they mature or are subject to redemption before the date such funds will be needed. The Trustee is specifically authorized to implement its automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees and cash sweep account fees, which may be deducted from income earned on -19- investments; provided that any such fees shall not exceed the interest income on the investment. The Trustee shall be provided ample time to clear any such fees that exceed interest income on the investment. Any such Investment Securities shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund in which such moneys are originally held, and the interest accruing thereon and any profit realized from such Investment Securities shall be credited to such fund, and any loss resulting from such Investment Securities shall be charged to such fund. After the Trustee has notice pursuant to Section 1001(h) of the existence of an Event of Default, the Trustee shall direct the investment of moneys in the Bond Fund and the Project Fund. The Trustee shall sell and reduce to cash a sufficient amount of such Investment Securities whenever the cash balance in any fund is insufficient for the purposes of such fund. In determining the balance in any fund, investments in such fund shall be valued at the lower of their original cost or their fair market value as of the most recent Payment Date. The Trustee may make any and all investments permitted by the provisions of this Section through its own bond department or any affiliate or short-term investment department. Section 703. Record Keeping. The Trustee shall maintain records designed to show compliance with the provisions of this Article and with the provisions of Article VI while any of the Bonds are Outstanding. ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Section 801. Payment of Principal and Interest. The City covenants and agrees that it will, but solely from the rents, revenues and receipts derived from the Project and the Lease as described herein, deposit or cause to be deposited in the Bond Fund sufficient sums payable under the Lease promptly to meet and pay the principal of and interest on the Bonds as they become due and payable at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof. Nothing herein shall be construed as requiring the City to operate the Project as a business other than as lessor or to use any funds or revenues from any source other than funds and revenues derived from the Project. Section 802. Authority to Execute Indenture and Issue Bonds. The City covenants that it is duly authorized under the Constitution and laws of the State to execute this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken; and that the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the City according to the import thereof. Section 803. Performance of Covenants. The City covenants that it will faithfully perform or cause to be performed at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the Bonds and in all proceedings of its City Council pertaining thereto. The Trustee may take such action as it deems appropriate to enforce all such covenants, undertakings, stipulations and provisions of the City hereunder. Section 804. Instruments of Further Assurance. The City covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental Indentures and such further acts, instruments, financing statements and other documents as the Trustee may reasonably require for the better pledging and assigning unto the Trustee the property and revenues herein -20- described to the payment of the principal of and interest, if any, on the Bonds, upon being first indemnified by the Developer for the cost thereof. The City covenants and agrees that, except as herein and in the Lease provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the Project or the rents, revenues and receipts derived therefrom or from the Lease, or of its rights under the Lease. Section 805. Recordings and Filings. The City shall file or cause to be kept and filed all financing statements, and hereby authorizes and directs the Trustee to file or cause to be kept and filed continuation statements with respect to such originally filed financing statements related to this Inden ture and all supplements hereto and such other documents as may be required under the Uniform Commercial Code in order to fully preserve and protect the security of the Owners and the rights of the Trustee hereunder. The City will cooperate in causing this Indenture and all Supplemental Indentures, the Lease and all Supplemental Leases and all other security instruments to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security o f the Owners and the rights of the Trustee hereunder. The Trustee shall file continuation statements with respect to each Uniform Commercial Code financing statement relating to the Trust Estate filed by the City at the time of the issuance of the Bonds; provided that a copy of the filed initial financing statement is timely delivered to the Trustee. In addition, unless the Trustee has been notified in writing by the City that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (a) relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section, and (b) filing any continuation statements in the same filing offices as the initial filings were made. The Developer shall be responsible for the customary fees charged by the Trustee for the preparation and filing of continuation statements and for the reasonable costs incurred by the Trustee in the preparation and filing of all continuation statements hereunder, including attorneys’ fees and expenses. These fees shall be considered “extraordinary services” fees. Section 806. Inspection of Project Books. The City covenants and agrees that all books and documents in its possession relating to the Project and the rents, revenues and receipts derived from the Project shall at all times be open to inspection by such accountants or other agencies as the Truste e may from time to time designate. Section 807. Enforcement of Rights Under the Lease. The Trustee, as assignee, transferee, pledgee, and owner of a security interest under this Indenture, in its name or in the name of the City, may enforce all assigned rights of the City and the Trustee and all obligations of the Developer under and pursuant to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder. ARTICLE IX DEFAULT AND REMEDIES Section 901. Events of Default; Notice; Opportunity to Cure. If any of the following events occur, it is hereby defined as and declared to be and to constitute an “Event of Default”: (a) Default in the due and punctual payment of the principal of any Bond, whether at the stated maturity or accelerated maturity thereof, or at any date fixed for redemption thereof; (b) Default in the due and punctual payment of the interest on any Bond, whether at the stated maturity or accelerated maturity thereof, or at any date fixed for redemption thereof; -21- (c) Default as specified in Section 12.1 of the Lease has occurred; or (d) Default in the performance, or breach, of any other covenant or agreement under this Indenture. No default specified above shall constitute an Event of Default until the City, the Trustee or the Owners of 25% in aggregate principal amount of all Bonds Outstanding has given actual notice of such default by registered or certified mail or recognized overnight delivery service to the Developer and the Lender, and the Developer and the Lender have had 30 days after receipt of such notice to correct said default or cause said default to be corrected and have not corrected said default or caused said default to be corrected within such period; provided, however, if any such default (other than a default in the payment of any money) is such that it cannot be corrected within such period, it shall not constitute an Event of Default if corrective action is instituted by the Developer, the Lender or the City, as the case may be, within such period and diligently pursued until the default is corrected. Nothing herein shall constitute an obligation of the Lender to cure any defaults hereunder. Section 902. Acceleration of Maturity in Event of Default. (a) If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, the Trustee may, and upon the written request of the City or the Owners of not less than 25% in aggregate principal amount of Bonds then-Outstanding, shall, by notice in writing delivered to the City, the Lender and the Developer, declare the principal of all Bonds then-Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest and all other amounts due hereunder shall thereupon become and be immediately due and payable. (b) If, at any time after such declaration, but before the Bonds have matured by their terms, all overdue installments of principal and interest upon the Bonds, together with the reasonable and proper expenses of the Trustee, and all other sums then payable by the City under this Indenture are either paid or provisions satisfactory to the Trustee are made for such payment, then and in every such case the Trustee shall, but only with the approval of a majority of the Owners of the Bonds then -Outstanding, rescind such declaration and annul such default in its entirety. In such event, the Trustee shall rescind any declaration of acceleration of installments of rent payments on the Bonds as provided in Section 11.1 of the Lease. (c) In case of any rescission, then and in every such case the City, the Trustee, the Developer and the Owners shall be restored to their former positions and rights hereunder respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession. If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, the City, upon demand of the Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take possession of all or any part of the Trust Estate, together with the books, papers and accounts of the City pertaining thereto, and including the rights and the position of the City under the Lease, and to hold, operate and manage the same, and from time to time make all needful repairs and improvements. The Trustee may lease the Project or any part thereof, in the name and for account of the City, and collect, receive and sequester the rents, revenues and receipts therefrom, and out of the same and any moneys received from an y receiver of any part thereof pay, and set up proper reserves for the payment of all proper costs and expenses of so taking, holding and managing the same, including without limitation (a) reasonable compensation to the Trustee, its agents and counsel, (b) any reasonable charges of the Trustee hereunder, (c) any taxes and assessments -22- and other charges before the lien of this Indenture, (d) all expenses of such repairs and improvements and (e) any amounts payable under the Development Agreement. The Trustee shall apply the remainder of the moneys so received in accordance with the provisions of Section 908. Whenever all that is due upon the Bonds has been paid and all defaults cured, the Trustee shall surrender possession of the Trust Estate to the City, its successors or assigns, the same right of entry, however, to exist upon any subsequent Event of Default. While in possession of such property, the Trustee shall render annually to the City and the Developer a summarized statement of receipts and expenditures in connection therewith. Section 904. Appointment of Receivers in Event of Default. If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate or any part thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 905. Exercise of Remedies by the Trustee. (a) Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Bonds then-Outstanding and all other amounts due hereunder, and to enforce and compel the performance of the duties and obligations of the City or the Developer as herein set forth or as set forth in the Lease, respectively. (b) If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, and if requested in writing to do so by (1) the City (in the case of an Event of Default pursuant to Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned Rights), (c) or (d) of the Lease), or (2) the Owners of 25% in aggregate principal amount of Bonds then-Outstanding and indemnified as provided in Section 1001(l), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, shall deem most expedient and in the interests of the City or the Owners, as the case may be. (c) All rights of action under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without necessity of joining as plaintiffs or defendants any Owners, and any recovery of judgment shall, subject to the provisions of Section 908, be for the equal benefit of all the Owners of the Outstanding Bonds. Section 906. Limitation on Exercise of Remedies by Owners. No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless (a) a default has occurred of which the Trustee has been notified as provided in Section 1001(h) or of which by said subsection the Trustee is deemed to have notice, (b) such default has become an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then-Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to proceed for such reasonable period not to exceed 60 days following such notice and to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and have offered to the Trustee indemnity as provided in Section 1001(l), and (d) the Trustee thereafter fails or refuses to exercise the powers herein granted or to institute such action, suit or proceeding in its own name; such notification, request and offer of indemnity are hereby -23- declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb or prejudice this Indenture by their action or to enforce any right hereunder except in the manner herein pro vided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds then-Outstanding. Nothing in this Indenture contained shall, however, affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after the maturity thereof or the obligation of the City to pay the principal of and interest on each of the Bonds issued hereunder to the respective Owners thereof at the time, place, from the source and in the manner herein and in the Bonds expressed. Section 907. Right of Owners to Direct Proceedings. (a) The Owners of a majority in aggregate principal amount of Bonds then-Outstanding may, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture, including Section 1001(l). (b) Notwithstanding any provision in this Indenture to the contrary, including paragraph (a) of this Section, the Owners shall not have the right to control or direct any remedies hereunder upon an Event of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned Rights), (c) or (d) of the Lease. Section 908. Application of Moneys in Event of Default. (a) All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall be applied first to the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including any attorneys’ fees and expenses) or amounts to be paid pursuant to Section 903 and second to any obligations outstanding under the Lease and the Development Agreement. Any remaining moneys shall be deposited in the Bond Fund and applied as follows: (1) Unless the principal of all the Bonds has become or has been declared due and payable, all such moneys shall be applied: FIRST -- To the payment to the Persons entitled thereto of all installments of interest, if any, then due and payable on the Bonds, in the order in which such installments of interest became due and payable, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; SECOND -- To the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which have become due and payable (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, and, if the amount available shall not be sufficient -24- to pay in full Bonds due on any particular date, together with such interest, then to the payment, ratably, according to the amount of principal due on such date, to the Persons entitled thereto, without any discrimination or privilege. (2) If the principal of all the Bonds has become due or has been declared due and payable, all such moneys shall be applied to the payment of the principal and interest, if any, then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto, without any discrimination or privilege. (3) If the principal of all the Bonds has been declared due and payable, and if such declaration thereafter has been rescinded and annulled under the provisions of Section 910, then, subject to the provisions of subsection (2) of this Section, if the principal of all the Bonds later becomes due or is declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (1) of this Section. (b) Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such moneys available and which may become available for such application in the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be a Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. (c) Whenever all of the Bonds and interest thereon, if any, have been paid under the provisions of this Section, and all fees, expenses and charges of the City and the Trustee and any other amounts required to be paid under this Indenture and the Lease have been paid (including any amounts payable under the Development Agreement), any balance remaining in the Bond Fund shall be paid to the Developer as provided in Section 602. Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein; every such right, power or remedy may be exercised from time to time and as often as may be deemed expedient. If the Trustee has proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely, then and in every such case the City, the Developer, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 910. Waivers of Events of Default. The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any, on the Bonds, but only upon the written request of the Owners of at least 50% in aggregate principal amount of all the Bonds then-Outstanding, provided, however, that (a) there shall not be waived without the consent of the City an Event of Default hereunder arising from an Event of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned Rights), (c) or (d) of the Lease, -25- and (b) there shall not be waived without the consent of the Owners of all the Bonds Outstanding (1) any Event of Default in the payment of the principal of any Outstanding Bonds when due (whether at the date of maturity or redemption specified therein), or (2) any Event of Default in the payment when due of the interest on any such Bonds, unless before such waiver or rescission, all arrears of interest, or all arrears of payments of principal when due, as the case may be, and all reasonable expenses of the Trustee and the City (including reasonable attorneys’ fees and expenses), in connection with such default, have been paid or provided for. In case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default has been discontinued or abandoned or determined adversely, then and in every such case the City, the Developer, the Trustee and the Owners shall be restored to their former positions, rights and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE X THE TRUSTEE Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default has occurred and is continuing, subject to Section 1001(l) below, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Trustee undertakes to perform such duties as are specifically set forth in this Indenture, and in the absence of bad faith, negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, affiliates, attorneys or receivers and shall not be responsible for any misconduct or negligence on the part of any agent, attorney or receiver appointed or chosen by it with due care. The Trustee may conclusively rely upon and act or refrain from acting upon any opinion or advice of counsel, who may be counsel to the City or to the Developer, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel addressed to the City and the Trustee. (c) The Trustee shall not be responsible for any recital herein or in the Bonds (except with respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or except as provided in the Lease and particularly Section 10.8 thereof, for the recording or rerecording, filing or refiling of this Indenture or any security agreement in connection therewith (excluding the -26- continuation of Uniform Commercial Code financing statements), or for insuring the Project or collecting any insurance moneys, or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency of the security of the Bonds. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VII. (d) The Trustee shall not be accountable for the use of any Bonds authenticated and delivered hereunder. The Trustee, in its individual or any other capacity, may become the Owner or pledgee of Bonds with the same rights that it would have if it were not the Trustee. The Trustee shall not be accountable for the use or application by the City or the Developer of the proceeds of any of the Bonds or of any money paid to or upon the order of the City or the Developer under any provision of this Indenture. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this Indenture believed by it to be genuine and correct and to have been signed, presented or sent by the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who, at the time of maki ng such request or giving such authority or consent is an Owner, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trustee may rely upon a certificate signed by the Authorized City Representative or the Authorized Developer Representative as sufficient evidence of the facts therein contained, and before the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the City to cause to be made any of the payments to the Trustee required to be made in Article VI, unless the Trustee is specifically notified in writing of such default by the City or by the Owners of at least 25% in aggregate principal amount of all Bonds then-Outstanding. (i) At any and all reasonable times and subject to the Developer’s reasonable and standard security procedures, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives may, but shall not be required to, inspect any and all of the Project, and all books, papers and records of the City pertaining to the Project and the Bonds, and to take such memoranda from and in regard thereto as may be desired. The Trustee shall treat all proprietary information of the Developer as confidential. -27- (j) The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder or otherwise in respect of the Project. (k) The Trustee may, but shall not be required to, demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (l) Notwithstanding anything in this Indenture or the Lease to the contrary, before taking any action under this Indenture other than the payments from moneys on deposit in the Project Fund or the Bond Fund, as provided herein, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses (including, without limitation, attorneys’ fees and expenses) to which it may be put and to protect it against all liability which it may incur in or by reason of such action, except liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken. (m) Notwithstanding any other provision of this Indenture to the contrary, any provision relating to the conduct of, intended to provide authority to act, right to payment of fees and expenses, protection, immunity and indemnification to the Trustee, shall be interpreted to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, bond registrar or Paying Agent. (n) The Trustee agrees to accept and act on instructions or directions pursuant to this Indenture sent by the City or the Developer, as the case may be, by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the City or the Developer, respectively, shall provide to the Trustee an incumbency certificate listing design ated Persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a Person is to be added or deleted from the listing. If the City or the Developer, as applicable, elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee acts upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City or the Developer, as applicable, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. (o) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (p) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it has reasonable grounds -28- for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. Section 1002. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled to payment of and/or reimbursement for reasonable fees for its ordinary services rendered hereunder and all advances, agent and counsel fees and other ordinary expenses reasonably made or incurred by the Trustee in connection with such ordinary services. If it becomes necessary for the Trustee to perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are caused by the negligence or willful misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying Agent for the Bonds. Pursuant to the provisions of Section 5.2 of the Lease, the Developer has agreed to pay to the Trustee all reasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees that the City shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the Trustee agrees to look only to the Developer for the payment of all reasonable fees, charges and expenses of the Trustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default and during its continuance, the Trustee shall have a lien with right of payment before payment on account of principal of or interest on any Bond, upon all moneys in its possession under any provisions her eof for the foregoing reasonable advances, fees, costs and expenses incurred. The Trustee’s rights to compensation and indemnification shall survive the satisfaction and discharge of this Indenture or its resignation or removal hereunder and payment in full of the Bonds. Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee is by Section 1001(h) required to take notice or if notice of default is given as in said subsection (h) provided, then the Trustee shall give written notice thereof to the last known Owners of all Bonds then-Outstanding as shown by the bond registration books required by Section 206 to be kept at the corporate trust office of the Trustee. Section 1004. Intervention by the Trustee. In any judicial proceeding to which the City is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners, the Trustee may intervene on behalf of Owners and, subject to the provisions of Section 1001(l), shall do so if requested in writing by the Owners of at least 25% of the aggregate principal amount of Bonds then-Outstanding. Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the prior written consent of the Developer, any corporation or association into which the Trustee may be merged or converted or with or into which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and shall be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto. Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days’ written notice to the City, the Developer and the Owners, and such resignation shall take effect at the end of such 30 days, or upon the earlier appointment of a successor Trustee by the Owners or by the City; provided, however, that in no event shall the resignation of the Trustee or any successor Trustee become effective until such time as a successor Trustee -29- has been appointed and has accepted the appointment. If no successor has been appointed and accepted the appointment within 30 days after the giving of such notice of resignation, the Trustee, at the Developer’s expense, may petition any court of competent jurisdiction for the appointment of a successor Trustee. Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or without cause, by an instrument or concurrent instruments in writing (a) delivered to the Trustee, the City and the Developer and signed by the Owners of a majority in aggregate principal amount of Bonds then- Outstanding, or (b) so long as no Event of Default under this Indenture or the Lease has occurred and is continuing, delivered to the Trustee, the City and the Owners and signed by the Developer. Section 1008. Appointment of Successor Trustee. If the Trustee hereunder resigns or is removed, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee (a) reasonably acceptable to the City may be appointed by the Developer (so long as no Event of Default has occurred and is continuing), or (b) reasonably acceptable to the City and the Developer may be appointed by the Owners of a majority in aggregate principal amount of Bonds then-Outstanding, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy, the City, by an instrument executed and signed by its Mayor or City Administrator and attested by its City Clerk under its seal, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed in the manner above provided. Any such temporary Trustee so appointed by the City shall immediately and without further acts be superseded by the successor Trustee so appointed as provided above. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good s tanding and qualified to accept such trust with a corporate trust office in the State, and having, or whose obligations are guaranteed by a financial institution having, a reported capital, surplus and undivided profits of not less than $50,000,000. If no successor Trustee has been so appointed and accepted appointment in the manner herein provided, the Trustee, at the Developer’s expense, or any Owner may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a successor has been appointed as above provided. Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City and the Developer an instrument in writing accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become fully vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of its predecessor and the duties and obligations of such predecessor hereunder shall thereafter cease and terminate; but such predecessor shall, nevertheless, on the written request of the City, execute and deliver an instrument transferring to such successor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor hereunder; every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from the City be required by any predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Section 1010. Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment or governmental or other charge upon, or insurance premium with respect to, any part of the Project is not paid as required herein or in the Lease, the Trustee may pay such tax, assessment or governmental charge or insurance premium, without prejudice, however, to any rights of the Trustee or the Owners hereunder arising in consequence of such failure; any amount at any time so paid under this Section, with interest thereon from the date of payment at the rate of 10% per annum, shall become an additional obligation -30- secured by this Indenture, and the same shall be given a preference i n payment over any payment of principal of or interest on the Bonds, and shall be paid out of the proceeds of rents, revenues and receipts collected from the Project, if not otherwise caused to be paid; but the Trustee shall be under no obligation to make any such payment unless it has been requested to do so by the Owners of at least 25% of the aggregate principal amount of Bonds then-Outstanding and has been provided adequate funds for the purpose of such payment. Section 1011. Trust Estate May be Vested in Co-Trustee. (a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Lease, and in particular in case of the enforcement of either this Indenture or the Lease upon the occurrence of an Event of Default or if the Trustee deems that by reason of any present or future law of any jurisdiction it cannot exercise any of the powers, rights or remedies herein granted to the Trustee, or take any other action which may be desirable or necessary in connection therewith, it may be necessary or desirable that the Trustee appoint an additional individual or institution as a co -trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee or separate trustee. (b) If the Trustee appoints an additional individual or institution as a co -trustee or separate trustee (which appointment shall be subject to the approval of the Developer), each and every remedy, power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended by this Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co -trustee or separate trustee but only to the extent necessary to enable such co -trustee or separate trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them. (c) Should any deed, conveyance or instrument in writing from the City be required by the co- trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to such co-trustee or separate trustee such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. (d) If any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor to such co-trustee or separate trustee. Section 1012. Accounting. The Trustee shall render an annual accounting for the period ending December 31 of each year to the City, the Developer and to any Owner requesting the same and, upon the request of the City, the Developer or any Owner (at such Owner’s expense), a monthly accounting to any such party, showing in reasonable detail all financial transactions relating to the Trust Estate during the accounting period and the balance in any funds or accounts created by this Indenture as of the beginning and close of such accounting period. Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts and agrees to perform all duties and obligations specifically assigned to it under the Lease. -31- ARTICLE XI SUPPLEMENTAL INDENTURES Section 1101. Supplemental Indentures Not Requiring Consent of Owners. The City and the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and provisions hereof, for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture, or to make any other change which, in the judgment of the Trustee, is not to the material prejudice of the Trustee or the Owners (provided the Trustee is entitled to receive and may conclusively rely upon an opinion of counsel in exercising such judgment); (b) To grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or both of them; (c) To more precisely identify any portion of the Project or to add additional property thereto; (d) To conform the Indenture to amendments to the Lease made by the City and the Developer; or (e) To subject to this Indenture additional revenues, properties or collateral. Section 1102. Supplemental Indentures Requiring Consent of Owners. (a) Exclusive of Supplemental Indentures covered by Section 1101 and subject to the terms and provisions contained in this Section, and not otherwise, the Owners of not less than a majority in aggregate principal amount of the Bonds then-Outstanding may, from time to time, anything contained in this Indenture to the contrary notwithstanding, consent to and approve the execution b y the City and the Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the City for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that without the consent of the Owners of 100% of the principal amount of the Bonds then- Outstanding, nothing in this Section contained shall permit or be construed as permitting (1) an extension of the maturity or a shortening of the redemption date of the principal of or the interest, if any, on any Bond issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate of interest thereon, if any, or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture. (b) If at the time the City requests the Trustee to enter into any such Supplemental Indenture for any of the purposes of this Section, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture to be mailed to each Owner as shown on the bond registration books required by Section 206. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing of such -32- notice, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof as herein provided, no Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Section 1103. Developer’s Consent to Supplemental Indentures. Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Article shall not become effective unless and until the Developer has consented in writing to the execution and delivery of such Supplemental Indenture. The Trustee shall cause notice of the proposed execution and delivery of an y Supplemental Indenture (regardless of whether it affects the Developer’s rights) together with a copy of the proposed Supplemental Indenture to be mailed to the Developer and any Financing Party of which the Trustee has received written notice at least 15 days before the proposed date of execution and delivery of the Supplemental Indenture. Section 1104. Opinion of Counsel. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee and the City shall receive, and, shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture and will, upon the execution and delivery thereof, be a valid and binding obligation of the City. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. ARTICLE XII SUPPLEMENTAL LEASES Section 1201. Supplemental Leases Not Requiring Consent of Owners. The City and the Trustee shall, without the consent of or notice to the Owners, consent to the execution of any Supplemental Lease or Supplemental Leases by the City and the Developer as may be required (a) by the provisions of the Lease and this Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission in the Lease, (c) so as to more precisely identify the Project or add additional property thereto or (d) in connection with any other change therein which, in the judgment of the Trustee, does not materially and adversely affect the Trustee or security for the Owners (provided the Trustee is entitled to receive and may conclusively rely upon an opinion of counsel in exercising such judgment). Section 1202. Supplemental Leases Requiring Consent of Owners. Except for Supplemental Leases as provided for in Section 1201, neither the City nor the Trustee shall consent to the execution of any Supplemental Lease or Supplemental Leases by the City or the Developer without the mailing of notice and the obtaining of the written approval or consent of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and obtained as provided in Section 1102. If at any time the City and the Developer shall request the consent of the Trustee to any such proposed Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental Lease to be mailed in the same manner as provided in Section 1102 with respect to Supplemental Indentures. Such notice shall briefly set forth the nature of such proposed Supplemental Lease and shall state that copies of the same are on file in the corporate trust office of the Trustee for inspection by all Owners. If within 60 days or s uch -33- longer period as may be prescribed by the City following the mailing of such notice, the Owners of not less than 50% in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Lease shall have consented to and approved the execution thereof as herein provided, no Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Section 1203. Opinion of Counsel. In executing or consenting to any Supplemental Lease permitted by this Article, the City and the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed to the Trustee and the City stating that the executing of such Supplemental Lease is authorized or permitted by the Lease and this Indenture and the applicable law and will upon the execution and delivery thereof be valid and binding obligations of the parties thereto. ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE Section 1301. Satisfaction and Discharge of this Indenture. (a) When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 1302, and provision also made for paying all other sums payable hereunder and under the Lease and the Development Agreement, including the reasonable fees and expenses of the Trustee, the City and Paying Agent to the date of retirement of the Bonds, then the right, title and interest of the Trustee in respect hereof shall thereupon cease, determine and be void. Thereupon, the Trustee shall cancel, discharge and release this Indenture and shall upon the written request of the City or the Developer execute, acknowledge and deliver to the City such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the City (subject to the City’s obligations under Section 11.2 of the Lease) any property at the time subject to this Indenture which may then be in its possession, except amounts in the Bond Fund required to be paid to the Developer under Section 602 and except funds or securities in which such funds are invested held by the Trustee for the payment of the principal of and interest on the Bonds. (b) The City is hereby authorized to accept a certificate by the Trustee that the whole amount of the principal and interest, if any, so due and payable upon all of the Bonds then -Outstanding has been paid or such payment provided for in accordance with Section 1302 as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records. Section 1302. Bonds Deemed to be Paid. (a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the principal of and interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Indenture, or otherwise), either (1) have been made or caused to be made in accordance with the terms thereof, or (2) have been provided for by depositing with the Trustee or other commercial bank or trust company having full trust powers and authorized to accept trusts in the State in trust and irrevocably set aside exclusively for such payment (A) moneys sufficient to make such payment or (B) Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment, or (3) have been provided for by -34- surrendering the Bonds to the Trustee for cancellation. When the Bonds are deemed to be paid hereunder, as aforesaid, they shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of such payment from such moneys or Government Securities. (b) Notwithstanding the foregoing, in the case of Bonds which by their terms may be redeemed before the stated maturities thereof, no deposit under clause (2) of the immedia tely preceding paragraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to be redeemed before their respective stated maturities, proper notice of such redemption has been given in accordance with Article III or irrevocable instructions have been given to the Trustee to give such notice. (c) Notwithstanding any provision of any other section of this Indenture which may be contrary to the provisions of this Section, all moneys or Government Securities set aside and held in trust pursuant to the provisions of this Section for the payment of Bonds shall be applied to and used solely for the payment of the particular Bonds, with respect to which such moneys and Government Securities have been so set aside in trust. ARTICLE XIV MISCELLANEOUS PROVISIONS Section 1401. Consents and Other Instruments by Owners. (a) Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Owners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds (other than the assignment of ownership of a Bond) if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted under any such instrument, namely: (1) The fact and date of the execution by any Person of any such instrument may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such instrument acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (2) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the City maintained by the Trustee pursuant to Section 206. (b) In determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Bonds owned by the Developer shall be disregarded and deemed not to be Outstanding under this Indenture, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded; provided, the foregoing provisions shall not be applicable if the Developer is the only Owner of the Bonds. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and the pledgee is not the Developer or any affiliate thereof. The parties hereto acknowledge that, as of the date of execution and delivery of this Indenture, the -35- Lender is the pledgee of the Bonds and shall be deemed to be the sole holder of the Bonds for purposes of any request, demand, authorization, direction, notice, consent or waiver under this Indenture. Section 1402. Limitation of Rights Under this Indenture. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give any Person other than the parties hereto, and the Owners, if any, any right, remedy or claim under or in respect to this Indenture, this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, the Lender and the Owners, as herein provided. Section 1403. Rights of Lender. The City and the Trustee agree that in addition to any other rights to assign the Bonds as set forth herein, the Developer may collaterally assign its interest in the Bonds to the Lender for the purpose of securing the Developer’s obligations to the Lender in connection with the financing or refinancing of the Project. If a collateral assignment is made by the Developer, the City and the Trustee agree, at the expense of the Developer, to execute such consents, estoppels and other documents related thereto as the Lender shall reasonably request and in such form and with such terms as the City and the Trustee deem appropriate. Section 1404. Notices. It shall be sufficient service of any notice, request, complaint, demand or other paper required by this Indenture to be given or filed with the City, the Trustee, the Developer, the Lender or Owners if the same is duly mailed, postage prepaid, sent by overnight delivery or other delivery service, as follows: (a) To the City: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Administrator with copies to: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Counselor and Gilmore & Bell, P.C. One Metropolitan Square 211 N. Broadway, Suite 2000 St. Louis, Missouri 63102 Attn: Mark D. Grimm, Esq. (b) To the Trustee: [*Trustee*] ____________________ ____________________ Attn: Corporate Trust Department -36- (c) To the Developer: TD – Simonsen, LLC P.O. Box 6331 Fishers, Indiana 46038 Attn: Jeffrey J. Tegethoff with a copy to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, Missouri 63105 Attn: David Richardson, Esq. (d) To the Lender: [*Lender*] ____________________ ____________________ Attn: __________ (e) To the Owners if the same is duly mailed by first-class, registered or certified mail addressed to each of the Owners of Bonds at the time Outstanding as shown by the bond registration books required by Section 206 to be kept at the corporate trust office of the Trustee. All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the date they are so mailed, provided that any of the foregoing given to the Trustee shall be effective only upon receipt. All notices given by overnight delivery or other delivery service shall be deemed fully given as of the date when received. A duplicate copy of each notice, certificate or other communication given hereunder by either the City or the Trustee to the other shall also be given to the Developer and the Lender. The City, the Developer, the Lender and the Trustee may from time to time designate, by notice given hereunder to the others of such parties, such other address to which subsequent notices, certificates or other communications shall be sent. Section 1405. Severability. If any provision of this Indenture is held or deemed to be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. Section 1406. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 1407. Governing Law. This Indenture shall be governed exclusively by and construed in accordance with the applicable laws of the State. -37- Section 1408. Electronic Transaction. The parties agree that the transaction described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 1409. City Consent. Pursuant to the Ordinance, the Mayor and the City Administrator are authorized to execute all documents on behalf of the City (including documents pertaining to the transfer of property or the financing or refinancing of the Project by the Developer) as may be required to carry out and comply with the intent of the Ordinance, this Indenture and the Lease. The Mayor and the City Administrator are also authorized, unless expressly prohibited herein, to grant on behalf of the City such consents, estoppels and waivers relating to the Bonds, this Indenture, the Base Lease, the Lease or the Development Agreement as may be requested during the term thereof; provided, such consents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the term of the Lease or the economic incentives provided therein, waive an Event of Default or materially change the nature of the transaction unless otherwise approved by the City Council. Section 1410. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for the duration of this Indenture, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. [Remainder of Page Intentionally Left Blank] -38- IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Indenture to be signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and attested by its City Clerk, and to evidence its acceptance of the trusts hereby created, [*Trustee*] has caused this Indenture to be signed in its name and behalf by a duly authorized officer, all as of the date first above written. CITY OF JEFFERSON, MISSOURI (SEAL) By: Carrie Tergin, Mayor Attest: Emily Donaldson, City Clerk [Trust Indenture] -39- [*TRUSTEE*], as Trustee By: Name: Title: [Trust Indenture] A-1 EXHIBIT A PROJECT SITE The land situated in the County of Cole, State of Missouri, and described as follows: B-1 EXHIBIT B FORM OF BONDS THIS BOND OR ANY PORTION HEREOF MAY BE TRANSFERRED, ASSIGNED OR NEGOTIATED ONLY AS PROVIDED IN THE HEREIN-DESCRIBED INDENTURE. No. 1 Not to Exceed $25,000,000 UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (SIMONSEN REDEVELOPMENT PROJECT) SERIES 2022 Interest Rate Maturity Date Dated Date 5.0% December 1, 2024 __________, 2022 OWNER: ______________________________ MAXIMUM PRINCIPAL AMOUNT: TWENTY-FIVE MILLION DOLLARS The CITY OF JEFFERSON, MISSOURI, a home-rule city organized and existing under the laws of the State of Missouri and the City Charter (the “City”), for value received, promises to pay, but solely from the source hereinafter referred to, to the Owner named above, or registered assigns thereof, on the Maturity Date shown above, the principal amount shown above, or such lesser amount as may be outstanding hereunder as reflected on Schedule I hereto held by the Trustee as provided in the hereinafter referred to Indenture. The City agrees to pay such principal amount to the Owner in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and in like manner to pay to the Owner hereof, either by check or draft mailed to the Owner at a stated address as it appears on the bond registration books of the City kept by the Trustee under the within mentioned Indenture or, in certain situations authorized in the Indenture, by internal bank transfer or by wire transfer to an account in a commercial bank or savings institution located in the United States. Interest on the Cumulative Outstanding Principal Amount (as hereinafter defined) at the per annum Interest Rate stated above, payable in arrears on each December 1, commencing on December 1, 2022, and continuing thereafter until the earlier of the date on which said Cumulative Outstanding Principal Amount is paid in full or the Maturity Date. Interest on each advancement of the principal amount of this Bond shall accrue from the date that such advancement is made, computed on the basis of a year of 360 days consisting of 12 months of 30 days each. As used herein, the term “Cumulative Outstanding Principal Amount” means all Bonds outstanding under the terms of the hereinafter-defined Indenture, as reflected on Schedule I hereto maintained by the Trustee. B-2 THIS BOND is one of a duly authorized series of Bonds of the City designated the “City of Jefferson, Missouri, Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022,” in the maximum aggregate principal amount of $25,000,000 (the “Bonds”), to be issued for the purpose of acquiring a leasehold interest in approximately 4.59 acres of real property located at 501 E. Miller in the City (the “Project Site”) and renovating the historic school building located thereon for use as approximately 60-75 residential apartments and amenity space and related parking and infrastructure (the “Project Improvements”). The City will lease the Project Site and the Project Improvements (collectively, the “Project”) to TD – Simonsen, LLC, a Missouri limited liability company (the “Developer”), under the terms of a Lease Agreement dated as of [*Date*], 2022 (said Lease Agreement, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the “Lease”), between the City and the Developer, all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and the statutes of the State of Missouri, including particularly the Act, and pursuant to proceedings duly had by the City Council. THE BONDS are issued under and are equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of [*Date*], 2022 (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the “Indenture”), between the City and [*Trustee*], as trustee (the “Trustee”). Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture for a description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City, the Trustee and the Owners, and the terms upon which the Bonds are issued and secured. THE BONDS are subject to redemption and payment at any time before the stated maturity thereof, at the option of the City, upon written instructions from the Developer, (1) in whole, if the Developer exercises its option to purchase the Project and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Developer prepays additional Basic Rent pursuant to the Lease; provided, however, if only a portion of the Bonds are to be redeemed, Bonds aggregating at least 10% of the maximum principal amount of Bonds authorized under the Indenture shall not be subject to redemption and payment before the stated maturity thereof. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. THE BONDS are subject to mandatory redemption, in whole or in part, to the extent of amounts deposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project. Bonds to be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date for which timely notice of redemption may be given as provided in the Indenture. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Before giving notice of redemption to the Owners pursuant to this paragraph, money in an amount equal to the redemption price shall have been deposited in the Bond Fund. B-3 If the Bonds are to be called for optional redemption, the Developer shall deliver written notice to the City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) before the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least 30 days (five days if there is one Owner) before the scheduled redemption date by facsimile or other electronic communication and by first-class mail stating the date upon which the Bonds will be redeemed and paid. THE BONDS, including interest thereon, are special obligations of the City and are payable solely out of the rents, revenues and receipts derived by the City from the Project and the Lease and not from any other fund or source of the City, and are secured by a pledge and assignment of the Project and of such rents, revenues and receipts, including all rentals and other amounts to be received by the City under and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute a general obligation of the City or the State of Missouri, and neither the City nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Developer directly to the Trustee for the account of the City and deposited in a special fund created by the City and designated the “City of Jefferson, Missouri, Series 2022 Bond Fund – Simonsen Redevelopment Project.” THE OWNER of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then-Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the circumstances permitted by the Indenture. THIS BOND is transferable, as provided in the Indenture, only upon the books of the City kept for that purpose at the above-mentioned office of the Trustee by the Owner hereof in person or by such Person’s duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer reasonably satisfactory to the Trustee duly executed by the Owner or such Person’s duly authorized attorney, and thereupon a new fully-registered Bond or Bonds, in the same aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The City, the Trustee and any Paying Agent may deem and treat the Person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. THE BONDS are issuable in the form of one fully-registered Bond in the maximum principal amount of $25,000,000. THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon has been executed by the Trustee. B-4 IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of Missouri. IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon. CITY OF JEFFERSON, MISSOURI (SEAL) By: Carrie Tergin, Mayor Attest: Emily Donaldson, City Clerk CERTIFICATE OF AUTHENTICATION This Bond is the Taxable Industrial Revenue Bond (Simonsen Redevelopment Project), Series 2022, described in the Indenture. The effective date of registration of this Bond is set forth below. [*TRUSTEE*], as Trustee ____________________ By: Date Authorized Signatory B-5 SCHEDULE I TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (SIMONSEN REDEVELOPMENT PROJECT) SERIES 2022 Bond No. 1 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By B-6 FORM OF ASSIGNMENT (NOTE RESTRICTIONS ON TRANSFERS) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________________________________________________ Print or Typewrite Name, Address and Social Security or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _____________________________ attorney to transfer the within Bond on the books kept by the Trustee for the registration and transfer of Bonds, with full power of substitution in the premises. Dated: ______________________. _______________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular. Medallion Signature Guarantee: C-1 EXHIBIT C FORM OF REPRESENTATION LETTER City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Administrator [*Trustee*], as Trustee ____________________ ____________________ Attn: Corporate Trust Department Re: $25,000,000 Maximum Principal Amount of Taxable Industrial Revenue Bonds (Simonsen Redevelopment Project), Series 2022 of the City of Jefferson, Missouri Ladies and Gentlemen: In connection with the purchase of the above-referenced Bonds (the “Bonds”), the undersigned purchaser of the Bonds hereby represents, warrants and agrees as follows: 1. The undersigned fully understands that (a) the Bonds have been issued under and pursuant to a Trust Indenture dated as of [*Date*], 2022 (the “Indenture”), between the City of Jefferson, Missouri (the “City”), and [*Trustee*], as trustee (the “Trustee”), and (b) the Bonds are payable solely out of certain rents, revenues and receipts to be derived from the leasing or sale of the Project (as defined in the Indenture) to TD – Simonsen, LLC, a Missouri limited liability company (the “Developer”), under a Lease Agreement dated as of [*Date*], 2022 (the “Lease”), between the City and the Developer, with certain of such rents, revenues and receipts being pledged and assigned by the City to the Trustee under the Indenture to secure the payment of the principal of and interest on the Bonds. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. 2. The undersigned understands that the Bonds are transferable only in the manner provided for in the Indenture and discussed below and warrants that it is acquiring the Bonds for its own account with the intent of holding the Bonds as an investment, and the acquisition of the Bonds is not made with a view toward their distribution or for the purpose of offering, selling or otherwise participating in a distribution of the Bonds. 3. The undersigned agrees not to attempt to offer, sell, hypothecate or otherwise distribute the Bonds to others unless authorized by the terms of the Indenture and, if requested by the City, upon receipt of an opinion of counsel reasonably acceptable to the City, the Developer and the purchaser that all registration and disclosure requirements of the Securities and Exchange Commission and all other appropriate federal and Missouri securities laws and the securities law of any other applicable state are complied with. C-2 4. The Developer has (a) furnished to the undersigned such information about itself as the undersigned deems necessary in order for it to make an informed investment decision with respect to the purchase of the Bonds, (b) made available to the undersigned, during the course of this transaction, ample opportunity to ask questions of, and to receive answers from, appropriate officers of the City and the terms and conditions of the offering of the Bonds, and (c) provided to the undersigned all additional information which it has requested. [*Delete this paragraph if the Developer is the Purchaser of the Bonds.*] 5. The undersigned is now, and was when it agreed to purchase the Bonds, familiar with the operations of the Developer and fully aware of terms and risks of the Bonds. [*Delete previous sentence if the Developer is the Purchaser of the Bonds.*] The undersigned believes that the Bonds which it is acquiring is a security of the kind that it wishes to purchase and hold for investment and that the nature and amount thereof are consistent with its investment program. 6. The undersigned is fully aware of and satisfied with (a) the current status of the title to the Project and any issues related thereto and (b) the terms, amounts and providers of the insurance maintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds with full knowledge of such matters. 7. The undersigned understands and agrees that the interest on the Bonds is subject to federal and state income taxation. 8. The undersigned hereby directs the Trustee to hold the Bonds in trust pursuant to Section 204(c) of the Indenture. 9. The undersigned is (a) the lessee under the Lease, (b) an affiliate of the lessee under the Lease, (c) the Lender, (d) a “qualified institutional buyer” under Rule 144A promulgated under the Securities Act of 1933, or (e) any general business corporation or enterprise with total assets in excess of $100,000,000. Dated: , 20___ [PURCHASER OF BONDS] By: Name: Title: EXHIBIT E BOND PURCHASE AGREEMENT (On file in the office of the City Clerk) Gilmore & Bell, P.C. Draft – July 11, 2022 $25,000,000 (AGGREGATE MAXIMUM PRINCIPAL AMOUNT) CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL REVENUE BONDS (SIMONSEN REDEVELOPMENT PROJECT) SERIES 2022 Dated as of [*Date*], 2022 BOND PURCHASE AGREEMENT Honorable Mayor and City Council Jefferson City, Missouri On the basis of the representations and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, TD – Simonsen, LLC, a Missouri limited liability company (the “Purchaser”), offers to purchase from the City of Jefferson, Missouri (the “City”), the above-referenced bonds (the “Bonds”), to be issued by the City under and pursuant to Ordinance No. _____ adopted by the City Council of the City on _________, 2022 (the “Ordinance”), and a Trust Indenture dated as of [*Date*], 2022 (the “Indenture”) by and between the City and [*Trustee*], as trustee (the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. SECTION 1. REPRESENTATIONS AND AGREEMENTS (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that: (1) The City is an incorporated political subdivision of the State of Missouri duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitution, the laws of the State of Missouri and the charter, ordinances, orders and resolutions of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Indenture, the Base Lease dated as of [*Date*], 2022 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2022 (the “Lease”) by and between the City and the Purchaser, the Development Agreement dated as of [*Date*], 2022 (the “Development Agreement”) by and among the City, the Jefferson Redevelopment Corporation and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring a leasehold interest in the Project Site, constructing the Project Improvements and paying the costs incurred in connection with the issuance of the Bonds. (2) There is no controversy, suit or other proceeding of any kind pending or , to the City’s actual knowledge, threatened wherein or whereby any question is raised or may be raised, -2- questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds, or the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, the Indenture, the Development Agreement or this Bond Purchase Agreement. (b) The Purchaser represents as follows: (1) Organization. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri. (2) No Conflict or Breach. The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizat ional documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound. (3) Document Legal, Valid and Binding. When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies. The party executing this Bond Purchase Agreement on behalf of the Purchaser has been duly authorized to execute this Bond Purchase Agreement. (4) Purchaser’s Certificates. Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to the City as to the statements made therein. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS On the basis of the representations and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions set forth herein and in the Indenture, the Purchaser agrees to purchase from the City and the City agrees to sell to the Purchaser the Bonds on the terms and conditions set forth herein. The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter defined) upon payment of an amount equal to the Closing Price (hereinafter defined), which amount shall be applied as provided in the Indenture and the Lease. From time to time after the Closing Date, the Purchaser shall make additional payments with respect to the Bonds (“Additional Payments”) to the Trustee under the Indenture, which Additional Payments shall be applied to the payment or reimbursement of Project Costs or as provided in the Indenture and the Lease; provided that the sum of the Closing Price and all such Additional Payments shall not, in the aggregate, exceed $25,000,000 plus the costs of issuance of the Bonds (if such costs of issuance are not paid with Bond proceeds). As used herein, the term “Closing Date” shall mean __________, 2022, or such other date as shall be mutually agreed upon by the City and the Purchaser; the term “Closing Price” shall mean the amount -3- specified in writing by the Purchaser and agreed to by the City as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which amount shall be equal to (a) any Project Costs spent by the Purchaser from its own funds on or before the Closing Date, and, at the Purchaser’s option, the costs of issuance of the Bonds if such costs are not paid for from Bond proceeds , or (b) the aggregate principal amount of the Bonds, if all of the proceeds of the Bonds are being transferred to the Trustee on the Closing Date. The Bonds shall be issued under and secured as provided in the Ordinance, the Indenture and the Lease authorized thereby and the Bonds shall have the maturity, interest rate and shall be subject to redemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a fully - registered bond in the maximum aggregate principal denomination of $25,000,000; provided, that the principal amount of the Bonds outstanding at any time shall be that amount recorded in the records of the Trustee, absent manifest error, and further provided that interest on the Bonds shall be payable only on the outstanding principal amount of the Bonds, as more fully provided in the Indenture. SECTION 3. CONDITIONS TO THE OBLIGATIONS The obligations hereunder shall be subject to the due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly certified copy of the Ordinance, the Indenture, the Base Lease, the Lease, the Development Agreement, this Bond Purchase Agreement and any other instrument contemplated thereby, and such documents shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to its knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City, or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Bonds, or the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds or any proceedings in relation to the issuance or sale thereof. (c) The Purchaser shall execute a certificate, dated the Closing Date, to the effect that (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way contest the corporate existence or powers of the Purchaser, (2) no litigation, proceeding or investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or under the Base Lease, the Lease or the Development Agreement, (3) the representations and warranties of the Purchaser herein were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, and (4) such other matters as are reasonably requested by the other parties in connection with the issuance of the Bonds. -4- SECTION 4. THE PURCHASER’S RIGHT TO CANCEL The Purchaser may cancel its obligation hereunder to purchase the Bonds by notifying the City in writing at or before the Closing Date. SECTION 5. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY All of the representations and agreements by either party shall remain operative and in full force and effect, and shall survive delivery of the Bonds to the Purchaser. SECTION 6. NOTICE Any notice or other communication to be given under this Bond Purchase Agreement may be given in writing by mailing or delivering the same as follows: (a) To the City: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Administrator with copies to: City of Jefferson 320 E. McCarty Jefferson City, Missouri 65101 Attn: City Counselor and Gilmore & Bell, P.C. One Metropolitan Square 211 N. Broadway, Suite 2000 St. Louis, Missouri 63102 Attn: Mark D. Grimm, Esq. (b) To the Trustee: [*Trustee*] ____________________ ____________________ Attn: Corporate Trust Department (c) To the Purchaser: TD – Simonsen, LLC P.O. Box 6331 Fishers, Indiana 46038 Attn: Jeffrey J. Tegethoff -5- with a copy to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, Missouri 63105 Attn: David Richardson, Esq. SECTION 7. APPLICABLE LAW; ASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Missouri. This Bond Purchase Agreement may be assigned by the Purchaser to any Person that expressly assumes in writing all of the obligations of the Developer contained in the Base Lease and the Lease; provided that the consent of the City for the assignment of this Bond Purchase Agreement shall not be required if the consent of the City is not required for such Person’s assumption of the Lease under the provisions of Article XIII thereof. Any such assignee shall agree to be bound by the terms of this Bond Purchase Agreement. This Bond Purchase Agreement may be assigned and the Bonds may be pledged, without approval of but with notice to the City, by the Purchaser to any lender of the Purchaser or the Developer as collateral for a loan secured by a deed of trust or mortgage of the Project. SECTION 8. EXECUTION IN COUNTERPARTS This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. SECTION 9. ANTI-DISCRIMINATION AGAINST ISRAEL ACT Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Purchaser certifies it is not currently engaged in and shall not, for the duration of this Bond Purchase Agreement, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. [Remainder of Page Intentionally Left Blank] -6- Very truly yours, TD – SIMONSEN, LLC, a Missouri limited liability company By: Jeffrey J. Tegethoff, Manager DATE OF EXECUTION: _______________, 2022. [Bond Purchase Agreement] -7- Accepted and Agreed to this _____ day of __________, 2022. CITY OF JEFFERSON, MISSOURI By: Carrie Tergin, Mayor [SEAL] ATTEST: Emily Donaldson, City Clerk [Bond Purchase Agreement] BILL SUMMARY BILL NO: 2022-032 SPONSOR: Councilmember Wiseman SUBJECT: ARPA Funding -Lincoln University -Health Science an d Crisis Center Project DATE INTRODUCED: July 18, 20 22 CITY ADMINISTRATOR: 1;;? I~ Summary: If approved , this bill would provide the fund ing for $500 ,000 of the City 's ARPA funds to Lincoln University for the Health Science and Crisis Ce nter Project. Origin of Request: City Council Background information: City Council has requested budget authority for $500 ,000 of ARPA funding to Lincoln Unive rsity for the Hea lth Sc ience and C ri s is Ce nter Proje ct. Fiscal Information : The FY2022 cost is $500 ,000 . BILL NO. 2022-032 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $500,000 as indicated on Exhibit A, attached hereto. Section ~-This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -----------------------Approved: ------------------ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk Ci~- CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-032 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $500,000 10-995 Lincoln University – Health Science & Crisis Center Project $500,000 BILL SUMMARY BILL NO: 2022-033 SPONSOR: Council member Wiseman SUBJECT: ARPA Funding-Fire Radios DATE INTRODUCED: July 18 , 2022 CITY ADMINISTRATOR: A -~ Summary: If approved, this bill would provide the funding for $200,000 of the City's ARPA funds for Fire Department radios . Origin of Request: City Council Background information: City Council has requested budget authority for $200 ,000 of ARPA funding for Fire Department radios. Fiscal Information: The FY2022 cost is $200 ,000 . BILL NO. 2022-033 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $200,000 as indicated on Exhibit A, attached hereto. Section ~. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -----------------------Approved: -------------------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-033 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $200,000 10-995 Fire Department radios $200,000 BILL SUMMARY BILL NO: 2022-034 SPONSOR: Councilmember Wiseman SUBJECT: ARPA Funding-Police Body and Car Cameras DATE INTRODUCED: July 18 . 2022 Summary: If approved , this bill would p ovide the funding for $635 ,670 of the City's ARPA funds for Police Department body and car cameras . Origin of Request: City Council Background information: City Council has requested budget authority for $635 ,670 of ARPA funding for Police Department body and car cameras. Fiscal Information: The FY2022 cost is $635 ,670. BILL NO. 2022-034 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $635,670 as indicated on Exhibit A, attached hereto. Section 2,. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -----------------------Approved: ------------------- Presiding Officer Mayor Carrie Tergin ATTEST: City Clerk CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1 (5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-034 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $635,670 10-995 Police Department Body and Car Cameras $635,670 BILL SUMMARY BILL NO: 2022-035 SPONSOR: Councilmember Wiseman SUBJECT: ARPA Funding-City Facilities Projects Summary: If approved , this bill would pr ide the funding for $540 ,000 of the City's ARPA funds for City Facilities Projects . Origin of Request: City Council Background information: City Council has requested budget authority for $540 ,000 of ARPA funding for City Facilities Projects. Fiscal Information: The FY2022 cost is $540 ,000 . BILL NO. 2022-035 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $540,000 as indicated on Exhibit A, attached hereto. Section ~-This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: -----------------------Approved: -------------------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk CizyA~ CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1 (5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-035 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $540,000 10-995 City Facilities Projects $540,000 BILL SUMMARY BILL NO: 2022-036 SPONSOR: Councilmember Wiseman SUBJECT: ARPA Funding-MSP Redevelopment Project DATE INTRODUCED: July 18 , 2022 CITY ADMINISTRATOR: ,Jc'S'-'-'-"'r ~~~~:::+-"'::...::..::....L...f-~r----------- Summary: If approved , this bill would pr Jde the funding for $1 ,000 ,000 of the City's ARPA funds for the MSP Redevelopment Project. Origin of Request: City Council Background information: City Council has requested budget authority for $1,000 ,000 of ARPA funding for the MSP Redevelopment Project. Fiscal Information: The FY2022 cost is $1,000 ,000 . BILL NO. 2022-036 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $1,000,000 as indicated on Exhibit A, attached hereto. Section ~· This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed:-----------Approved:----------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City .. CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1 (5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-036 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $1,000,000 10-995 MSP Redevelopment Project $1,000,000 BILL SUMMARY BILL NO: 2022-037 SPONSOR: Councilmember Wiseman SUBJECT: ARPA Funding-City Infrastructure and Capita l Projects Summary: If approved, this bill would provide the funding for $325 ,000 of the City's ARPA funds for City Infrastructure and Capital Projects . Origin of Request: City Council Background information: City Council has requested budget authority for $325,000 of ARPA funding for City Infrastructure and Capital Projects . Fiscal Information: The FY2022 cost is $325 ,000 . BILL NO. 2022-037 SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $325,000 as indicated on Exhibit A, attached hereto. Section ~· This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed:-----------Approved:----------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1 (5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-037 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $325,000 10-995 City Infrastructure & Capital Projects $325,000 BILL SUMMARY BILL NO: 2022-038 SPONSOR: Councilmember Hensley SUBJECT: ARPA Funding-Hyde Park Burn Building DATE INTRODUCED: July 18 , 2022 Summary: If approved , this bill would p oy1de the funding for $1 ,925 ,000 of the City's ARPA funds for the Hyde Park Burn Building . Origin of Request: City Council Background information: City Council has requested budget authority for $1 ,925,000 of ARPA funding for the Hyde Park Burn Building . Fiscal Information: The FY2022 cost is $1 ,925 ,000 . BILL NO. 2022-038 SPONSORED BY Councilmember Hensley ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENTALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $1,925,000 as indicated on Exhibit A, attached hereto. Section 2. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: Approved: ___________________________________ __________________________________ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: ___________________________________ __________________________________ City Clerk City Attorney CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. _____________________________ Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-038 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer from ARPA $1,925,000 10-995 Hyde Park Burn Building $1,925,000 BILL SUMMARY BILL NO: 2022-039 SPONSOR: Councilmember Hensley SUBJECT: ARPA Funding-United Capital City Soccer Complex Project DATE INTRODUCED: July 18, 2022 CITY ADMINISTRATOR: )6= !Lp Summary: If approved , this bill would provide the funding for $100 ,000 of the City's ARPA funds for the United Capital City Soccer Complex Project. Origin of Request: City Council Background information: City Council has requested budget authority for $100 ,000 of ARPA funding for the United Capital City Soccer Complex Project. Fiscal Information: The FY2022 cost is $100 ,000 . BILL NO. 2022-039 SPONSORED BY Councilmember Hensley ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING FUNDING AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within the General Fund $100,000 as indicated on Exhibit A, attached hereto. Section _g. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed:-----------Approved:----------- Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk Ci# CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1 (5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 7/13/2022 Bill 2022-039 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: 10-100-495999 Transfer From ARPA $100,000 10-995 United Capital City Soccer Complex $100,000 BILL SUMMARY BILL NO: 2022-027 SPONSOR: Councilmember Fitzwater SUBJECT: A Construction Contract with Concrete Solution LLC for the Adams Street Sidewalk 2022 . Project No . 32169. Bid No . 4046 DATE INTRODUCED: July 5 . 2022 Staff Recommendation: Approve . Summary: When approved , this bill will authorize a contract with Concrete Solution LLC , including the Base Bid and Alternate C, in the amount of $550,448.95 for the Adams Street Sidewalk 2022 . Origin of Request: City Staff Department Responsible : Public Works PERSON RESPONSIBLE: MATIHEW J . MORASCH, P .E./David Bange , P.E. Background Information: This project will replace a section of disco ntinuous sidewalk in fair-poor condition along th e east s ide of Adams Street, along with related work such as traffic control , SWPPP compliance, infrastructure ti e-ins , and walls . The section of replaced sidewalk will run from East Dunklin Street to Hickory Park and from Hickory Park to the new sidewalk Jefferson City Public Schools will be constructing . $313,000.00 worth of funding for the project will co me from CDBG funds (account 1 0-149-528030), with remining monies coming from Sales Tax G funds (account 45-990-577074). Fiscal Information: Account Available Required Remaining 1 0-149-528030 $3 13,000 .00 $313,000.00 $0 .00 45-990 -57707 4 $240,000 .00 $237,448 .95 $2,551 .05 BILL NO . 2022-027 SPONSORED BY Councilmember Fitzwater ORDINANCE NO . _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON , MISSOURI , AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CONCRETE SOLUTION LLC, IN THE AMOUNT OF FIVE-HUNDRED FIFTY-THOUSAND , FOUR- HUNDRED FORTY-EIGHT DOLLARS AND NINETY-FIVE CENTS FOR THE ADAMS STREET SIDEWALK 2022 PROJECT. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI , AS FOLLOWS: WHEREAS, Concrete Solution LLC has become the apparent lowest and best responsive bidder on the Adams Street Sidewalk 2022 project. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CIT Y OF JEFFERSON , MISSOURI , AS FOLLOWS: Section 1. The bid of Concrete Solution LLC is declared to be the lowest and best responsive bid and is hereby accepted for the Adams Street Sidewalk 2022 project. Section~· The Mayor and City Clerk are hereby autho ri zed to execute an agreement with Concrete Solution LLC for the Adams Street Sidewalk 2022 project. Section ~· The agreement shall be substantially the same i n form and content as that agreement attached hereto as Exhibit A. Section 1. This Ord inance shall be in full force and effect from and afte r th e date of its passage and approval. Passed : -----------------------Approved : _______________ _ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM : City Clerk c~ FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid I FB4046-Proj ect 32 169, Adams Street Sidewalk All City, Opened June 7, 2022 RECOMMENDATION : Staff recommends the award of bid IFB4046 to Co ncrete Solutions LLC of Linn, MO for Project 32169, Adams Street Sidewalk. The bid was evalu ate d by Public Work 's staff a nd Concrete Solutions was determined the lowest an d best bid meeting specifications. Public Works is recommending awardi ng the base bid plus Alternate C-Adams Street from Woodlawn to Unio n. Total cost of the contract is $550,448.95 . BIDS RECE IVED: Concrete Sol utions, LLC, Linn, MO Ap lex, Inc., Linn, MO B& P Patterson, LLC, Linn, MO Don Schneider's Excavati n g Co, Jefferson City, MO Sam Gaines Co n structi o n, New Bloomfield, MO Stockman Co n struction Corp , J efferso n City, MO Spalding Constructors, Holts Summit, MO Bid Amount (Base + Alternate C) $550,488.95 $596,695 .00 $570,0 13.00 $785,063 .00 $7 14 ,980.00 $659' 15 2.50 Non-Re spo nsive T hi s bid was advertised in the News Tribune on 05/22/2022 and posted on Bonfire . Bid notifications were se nt to 4,309 vendors of wh ich 14 were recommended vendors . FISCAL NOTE· Expended or Account Number Descri ption FY 2022 Budget Encumbered Bid Amount Balance Amount Adams Street Sidewalk 45-990-577074 -Sales Ta x G $240,000 .00 $0 $23 7,448.95 $2,551.05 Public Improvement- 10-149-528030 General Funds $313,000.00 $0 $313,000.00 $0 Bid Total $550,488.95 PAST PERFORMANCE The vendors have satisfactori ly provided materials as specified and bid during previous years. A IT ACHMENTS-SUPPORTING DOCUMENTATION Signature:~ t2 ~~ urc i!1i Agent r(jj.3/22 Department of Public Works Memorandum 320 E. McCarty Stre et ·Jefferson City, Missouri 65101 • P 573-634-6410 • F 57 3-634 -6562 • www.jeffcitymo.org Date: To: From : Subject: June 16, 2022 Leigh Ann Corrigan, Purchasing Director, Finance David Bange, City Engineer ·v?b Adams Street Sidewalk 2022 (Project No. 32169) Bid No. 4046 Public Works has completed a review of the bids opened at 1:30pm CST on June 7, 2022 for the above noted project. As part of the re view all the bids were tabulated to check for math errors and to compare unit price quotes of the various contractors . Attached to this memo is the tabulation of the six (6) responsive bidders and one ( 1) unresponsive bidder received for t he project, as well as a listi ng of the registered plan holders . Based on our review, we recommend acceptance of the bid , i nclusive of the base bid and alternate C, from the lo west re sponsive bidder Concrete Solution LLC, 1164 Hwy 100, Linn , MO 65051. The total amount of th e contract wi ll be five-hundred fifty-thousand , four-hundred forty - eight dollars , and ninety-five cents ($550 ,448.95). The project will be expensed as follows : Concrete Solution LLC ($550,448.95): Account Number: 45-990-577074 I 0-149-52 80 3 0 Amount Available : $240 ,000 .00 $313 ,000 .00 Required: $237 ,448.95 $313 ,000.00 Remaining: $2 ,551 .05 $0 .00 If you need any other information please feel free to contact me at extension 6433 . DB :tg Attachments : Bid Tabulati on Sheet, Plan Holders Li st cc: Project file APL EX, INC B&P Pa t terson Concrete Concrete Solutio ns Schn eider's Excav ating Com j Tot al Cost $705,290.00 $706,220.00 $663,179.50 $935,544.00 Total Cost-Base + Alt C $596,695.00 $570,013.00 $550,448.95 $785 ,063.00 Appr ox Unit Total Unit Total Unit Total Un it Total Item # Items U/M Quantit y Pric e Cost Price Cost Pr ice Co st Price Co st 1 Adams St r eet Si d ew al k, Main Project Bid Fo rm Item 01 . Project #1-1 Mobil izatio n LS 1 $20,000.00 $20,000.00 $12,000.00 $12,000.00 $26,000 .00 $26,000.00 $20,000.00 $20,000.00 Bid Fo r m Item 02 . Co nstruction #1-2 Signage/Traffic Control LS 1 $5,000.00 $5,000.00 $3,000 .00 $3 ,000.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 Bid Form Item 03. Inlet #1-3 Protection LS 1 $825 $825 $1,000 $1,000 $400 $400.00 $825 $825 Bid Form Item 04. #1 -4 Remova ls LS 1 $40,000.00 $40,000.00 $15,000.00 $15,000.00 $7,000.00 $7,000.00 $37,000 .00 $37,000.00 Bid Fo r m Item OS. #1 -5 Earthwork LS 1 $30,000.00 $30,000.00 $17,000.00 $17,000.00 $12,000.00 $12,000.00 $50,500 .00 $50,500.00 Bid Form Item 06. #1 -6 Sediment Barrier LF 500 $3 $1,500.00 $5 $2,500.00 $5 $2,500.00 $3 $1,400.00 Bid Fo rm Item 07 . #1 -7 Temporary Cover SY 600 $3 $1,800.00 $3 $1,740.00 $4 $2,400.00 $3 $1,710.00 Bid Form Item 08. Seeding #1-8 & Erosio n Blanket SY 1 200 $5 $6,000.00 $5 $5 ,820 .00 $8 $9,600.00 $5 $5,820.00 Bid Form Item 09. Rock #1-9 Excavation/Remova l CY 40 $150 $6,000.00 $90 $3,600 .00 $120 $4,800.00 $175 $7,000.00 Bid Form Item 10 . Su b #1-10 Gra d e Stab ilization TON so $50 $2,500.00 $38 $1,900.00 $60 $3,000.00 $40 $2,000.00 Bid Form Item 11 . Re si dential St r eet (Remove #1-11 & Replace) SY 225 $85 $19,1 25.00 $84 $18,900.00 $132 $29,700.00 $12 5 $28,125.00 Bid Form Item 12. Type A Cu r b & Gutte r (Remove & #1-12 Rep lace) LF 2400 $46 $110,400.00 $48 $115,200.00 $42 $100,800.00 $67 $160,800 .00 Bi d Form Item 13 . Re sid ential Driveway #1-13 (Remove & Rep lace) SY 330 $85 $28,050.00 $85 $28 ,050.00 $107 $35,310 .00 $95 $31,350 .00 Bid Form Item 14. Commercia l Driveway #1-14 (R e move & Replace) SY 155 $95 $14,725.00 $95 $14,725.00 $129 $19,995 .00 $152 $23,560.00 Bid Form Item 15. Sidewa lk; 4" t hi ck (R emove #1 -15 & Rep lace) SY 1400 $6 1 $85,400.00 $83 $116,200.00 $83 $116,200.00 $99 $137,900.00 APLEX , INC B&P Patterson Concrete Concrete Solutions Schneider's Excavating Com ( Total Cost $705,290.00 $706,220.00 $663,179.50 $935,544.00 Total Cost -Base + Alt C $596,695.00 $570,013.00 $550,448.95 $785,063.00 Approx Unit Total Unit Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Price Cost Bid Form Item 16. Sidewalk Ramp; 6" thick #1-16 (Remove & Replace) SY 175 $85 $14,875.00 $95 $16,625.00 $120 $21,000.00 $118 $20,650.00 Bid Form Item 17. Sidewalk Ramp; Detectable #1-17 Warnings SF 210 $35 $7,350.00 $38 $7,980.00 $37 $7,770.00 $35 $7,350.00 Bid Form Item 18. Stairs #1-18 (48" X 12" X 6") EA 25 $400 $10,000.00 $400 $10,000.00 $450 $11,250.00 $500 $12,500.00 Bid Form Ite m 19. Stair #1-19 Handrail LF 70 $150 $10,500.00 $85 $5,950 .00 $180 $1 2,600.00 $175 $12,2 50.00 Bid Form Ite m 20. Wa ll ; Modular Block (Remove & #1-20 Replac e) SF 1350 $56.50 $76,275.00 $59.00 $79,650.00 $32 $43,200.00 $56.50 $76,275.00 Bid Form Item 21. Wall; Monoli thic Curb( Remo ve & #1-21 Repl ace) LF 140 $50 $7,000.00 $4 5 $6,300.00 $60 $8,400.00 $89 $1 2,460.00 Bid Form Item 112. Pave ment Repair Ad jacent to Ne w Gutter (Remove & #1-22 Repl ace) LF 2400 $16 $7 $16,800.00 $3.33 $20 $48,000.00 iTotal Adams Street Sidewalk, Main Project 2 Alternate A -Speed Hump (7) Bid Form Item 22. Speed #2-1 Hump EA 2 $3,500.00 $7,000.00 $7 ,000.00 $14,000.00 $11,000.00 $22,000.00 $8,000.00 $16,000.00 Bid Form Item 23. Speed #2-2 Hum p Marking EA 2 $2,000.00 $4,000.00 $800.00 $1,600.00 $1,575.00 $3,150.00 $1,600.00 $3,200.00 Bid Form Item 24. "Sp ee d #2-3 Hump" Sign (W17-1) EA 8 $250 $2,000.00 $300 $2,400.00 $315 $2,520.00 $325 $2,600.00 Bid Fo r m Item 25. Sign #2-4 Pole EA 4 $250 $1,000.00 $100 $400.00 $200 $800.00 $220 $880.00 Bid Fo rm Item 04a. #2 -5 Remova ls LS 1 $10,000.00 $10,000.00 $20,000.00 $20,000.00 $1,800.00 $1,800.00 $11,840.00 $11,840.00 Bid Form Item 12a . Typ e A Curb & Gutter (Remove & #2-6 Repl ace ) LF 65 $46 $2,990.00 $48 $3,120.00 $47 $3,055.00 $75 $4,875 .0 0 APLEX, INC B&P Patterson Concrete Concrete Solutions Schneid e r 's Excavating Com 1 Total Cost $705,290.00 $70 6,220.00 $663,179.50 $935,544.00 Total Co st -Base+ Alt C $596,695.00 $570,013.00 $550,448.9 5 $785,063.00 Approx Unit Total Unit Total Unit Total Unit Total Item # Items U/M Quantity Price Cost Price Cost Price Cost Pr i ce Cost Bid Form Item 112a. Paveme nt Repa ir Adjacent to New Gutter (Remove & #2-7 Rep lace) LF 65 $16 $1,040.00 $7 $455 .00 $3 $216.45 $20 ....... .. , , 3 Alt ernate B-Hi ckory St reet (Adams -Jackso n ) (17) Bid Form Item 02b. Const ruction #3 -1 Signage/Tra ffic Co ntrol LS 1 $2,000.00 $2,000 .00 $1 5,000.00 $15,000.00 $60 0 $6 00 $5 00.00 $500.0 0 Bid Fo rm Item 04 b . #3-2 Removals LS 1 $2,000.00 $2,000.00 $6,500.00 $6,500.00 $4,000.00 $4,000.00 $7,245.00 $7,245.00 Bid Fo rm Item OS b . #3-3 Earthwork LS 1 $10,000.00 $10,000.00 $4,000.00 $4,000.00 $4,000.00 $4,000.00 $9,890.00 $9,890.00 Bid Form Item 06b . #3 -4 Sedi m ent Barrier LF 100 $3 $300 $3 $280 $5 $500 $3 $280 Bid Fo r m Item 07b. #3-5 Tempora ry Cover SY 140 $3 $420 $3 $399 $4 $560 $3 $399 Bid Form Item 08b. #3-6 See d i ng & Eros ion Bl anke t SY 280 $5 $1,400.00 $5 $1,358.00 $8 $2,240.00 $5 $1,358.00 Bid Form Item 09b. Rock #3 -7 Excava tio n/Rem ova l CY 10 $1 50 $1,5 00 .00 $9 0 $9 0 0 .00 $1 20 $1,200.00 $175 $1,750.00 Bid Fo r m Item lOb. Su b #3-8 Gra d e Stabil izatio n TON 10 $50 $500 $38 $380 $65 $650 $40 $400 Bid Form Item llb. Residential Street (Remove #3-9 & Replace) SY 55 $85 $4,675.00 $84 $4,620.00 $132 $7,260.00 $125 $6,875.00 Bid Form Item 12b. Type A Curb & Gutter (Re m ove & #3 -10 Rep lace) LF 470 $46 $21,620.00 $48 $22,560.00 $42 $19,740.00 $67 $31,490.00 Bid Form Item 13b. Resi d ent i al Drivewa y #3-11 (Rem ove & Rep lace) SY 42 $85 $3,570.00 $85 $3,570.00 $107 $4,494.00 $95 $3,990.00 Bid Fo rm Item 15b. Sid ewa lk; 4" thick {R em ove #3 -12 & Repl ace ) SY 23 0 $61 $14,0 30.0 0 $80 $18,400.00 $83 $19,09 0 .00 $99 $22,655.00 APLEX , INC B&P Patte rson Concrete Concrete Solutions Schneider's Exca vating Com j Total Cost $705,290.00 $706,220.00 $663,179 .50 $935,544.00 Total Cost-Base + Alt C $596,695.00 $570,013.00 $550,448.95 $785,063.00 Approx Unit Total Unit Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Price Cost Bid Form Item 16b. Sidewalk Ramp; 6" thick #3-13 (R emove & Replace) SY 28 $85 $2 ,380.00 $95 $2,660.00 $120 $3,360.00 $118 $3,304.00 Bid Form Item 17b. Sidewalk Ramp; Detectable #3-14 Warnings SF 30 $35 $1,050.00 $25 $750.00 $37 $1,110.00 $35 $1,050.00 Bid Form Item 18b . Stairs #3-15 (48" X 12" X 6") EA 10 $400 $4,000.00 $400 $4,000.00 $450 $4,500.00 $500 $5,000.00 Bid Form Item 19b. Stair #3-16 Hand ra il LF 24 $150 $3,600.00 $85 $2,040.00 $180 $4,320.00 $175 $4,200.00 Bid Form Item 112b . Paveme nt Repa i r Adjacent to New Gutter (Remove & #3-17 Replace) LF 470 $16 $7,520.00 $15 $6,815.00 $3.33 $20 $9,400.00 .. 4 Alternate C-Adams (Woodlawn -Union) Bid Form Item 02c. Co n struction #4-1 Signage/Traffic Contro l LS 1 $2,000.00 $2,000.00 $1,500.00 $1,500.00 $600 $600 $500.00 $500.00 Bid Form Item 03c. Inlet #4-2 Prote ction LS 1 $290 $290 $290 $290 $400 $400 $290 $290 Bid Form Item 04c. #4-3 Removals LS 1 $3,000.00 $3,000.00 $12,000.00 $12,000.00 $12,000.00 $12,000.00 $6,400.00 $6,400.00 Bid Form Item OSc. #4-4 Ea rth work LS 1 $8,000.00 $8,000.00 $4,000.00 $4,000 .00 $3,500.00 $3,500.00 $8,750.00 $8,750.00 Bid Fo rm Item 06c. #4-5 Se diment Barrier LF 200 $3 $600 $3 $560 $5 $1,000.00 $3 $560 Bid Form Ite m 07c . #4-6 Temporary Cove r SY 45 $3 $135 $3 $128 $8 $360 $3 $128 Bid Form Item 08c. #4 -7 Seeding & Erosion Bl anket SY 85 $5 $425 $5 $412 $8 $680 $5 $4 12 Bid Form Item 09c. Rock #4-8 Excava tion/Re mova l CY 10 $150 $1,500.00 $90 $900.00 $1 20 $1 ,200.00 $175 $1,750.00 Bid Form It em 10c. Sub #4-9 Grade Stabilization TON 10 $50 $500 $38 $380 $60 $600 $40 $400 APLEX, INC B&P Patterson Concrete Concrete Solutions Schneider's Exca vating Com j Total Cost $705,290.00 $706,220.00 $663,179.50 $935,544.00 Total Cost-Base+ Alt C $596,695.00 $570,013.00 $550,448.95 $785,063.00 Approx Unit Total Unit Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Price Cost Bid Fo rm Item 12c. Type A Curb & Gutter (Remove & #4-10 Replace) LF 415 $46 $19,090.00 $48 $19,920.00 $42 $17,430.00 $67 $27,805.00 Bid Form Item 13c. Reside ntial Driveway #4 -11 (Remove & Rep lace) SY 55 $85 $4,675.00 $85 $4,675.00 $107 $5,885 .00 $95 $5,225.00 Bid Form Item 15c. Sidewa l k; 4" thick (Remove #4-12 & Rep l ace) SY 215 $61 $13,115.00 $85 $18,275.00 $83 $17,845.00 $99 $21,177 .50 Bid Form Item 21c. Wa ll; Monolithic Curb( Remove & #4-13 Replace) LF 10 $100 $1,000.00 $60 $600.00 $65 $650 $89 $890.00 Bid Form Item 112c. Pavement Repair Adjacent to New Gutt er (Remove & #4-14 Rep l ace) LF 415 $16 $6,640.00 $16 $6,432.50 $3.33 $1,381.95 $20 $8,300.00 Total Alternate C -Adams (Woodlawn-Union) $60,970.00 Sam Gaines Construction Spalding Constructors Stockman Constru ction Corp Total Cost $853,815.00 $643,295.00 $799,023.75 Total Cost-Base + Alt C $714,980.00 $523,825.00 $659,152 .50 Approx Unit Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost 1 Adams Street Sidewalk, Main Project Bid Form Item 01. Project 1#1-1 Mobilization LS 1 $50,000.00 $50,000.00 $35,000.00 $35,000.00 $1,000.00 $1,000.00 Bid Form Item 02 . Construction 1#1-2 Signage/Traffic Control LS 1 $4,700.00 $4,700.00 $3,000.00 $3,000.00 $6,500.00 $6,500.00 Bid Form Item 03 . In let #1-3 Protection LS 1 $2,000 $2,000 $1,000 $1,000 $1,000 $1,000 Bid Form Item 04. #1-4 Removals LS 1 $75,000.00 $75,000.00 $20,000.00 $20,000.00 $57,000.00 $57,000.00 Bid Form Item OS. #1-5 Earthwork LS 1 $45,000.00 $45,000.00 $15,000.00 $15,000.00 $118,000.00 $118,000.00 Bid Form Item 06. #1-6 Sediment Barrier LF 500 $5 $2,500.00 $4 $2,000.00 $4 $2,000.00 Bid Form Item 07. #1 -7 Temporary Cover SY 600 $5 $3,000.00 $5 $3,000.00 $3 $1,800.00 Bid Form Item 08 . Seeding #1-8 & Erosion Blanket SY 1200 $8 $9,600.00 $5 $6,000.00 $5 $6,000.00 Bid Form Item 09. Rock #1-9 Excavation/Removal CY 40 $150 $6,000.00 $160 $6,400.00 $111 $4,440.00 Bid Form Item 10. Sub #1-10 Grad e Stabilization TON so $65 $3,250.00 $40 $2,000.00 $65 $3,250.00 Bid Form Item 11. Re sidential Street (Remove #1 -11 & Replace) SY 225 $125 $28,125.00 $90 $20,250.00 $72 $16,200.00 Bid Form Item 12. Type A Curb & Gutter (Remove & #1 -1 2 Replace) LF 2400 $65 $156,000.00 $45 $108,000.00 $37 $88,800.00 Bid Form Item 13. Re sidential Driveway #1 -13 (Remove & Replac e) SY 330 $85 $28,050.00 $85 $28,050.00 $73 $23,925.00 Bid Form Item 14. Commercia l Driveway #1-14 (Remove & Replace) SY 155 $150 $23,250.00 $95 $14,725.00 $96 $14,841.25 Bid Form Item 15. Sidewalk; 4" thick (Remove #1-15 & Replac e) SY 1400 $60 $84,000.00 $50 $70,000.00 $41 $57,050.00 Sam Gaines Con struction Spalding Con structor s Stockman Construction Corp Total Cost $853,815.00 $643,295 .00 $799,023.75 Total Cost -Base + Alt C $714,980.00 $523,825.00 $659,152.50 Approx Unit Total Un it Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Bid Form Item 16. Sidewalk Ramp; 6" thick #1-16 (Remove & Replace) SY 175 $175 $30,625.00 $100 $17,500.00 $90 $15,706 .25 Bid Form Item 17. Sidewa lk Ramp; De t ect abl e #1-17 Warni ngs SF 210 $40 $8,400.00 $35 $7,350.00 $28 $5,880 .00 Bid Form Item 18. St ai rs #1 -1 8 (48" X 12" X 6") EA 25 $300 $7,500.00 $200 $5,000.00 $265 $6,625.00 Bid Form Item 19. Sta ir #1-19 Handrail LF 70 $150 $10,500.00 $50 $3,500.00 $146 $10,185 .00 Bid Fo rm Item 20 . Wa ll; Modular Block (Remove & #1-20 Replace) SF 1350 $32.00 $43 ,200.00 $50.00 $67,500.00 $61 .00 $82,350.00 Bid Fo r m Item 21 . Wa ll; M onolit hic Cu rb( Remove & #1-2 1 Replace) LF 140 $35 $4,900.00 $50 $7 ,000.00 $69 $9,625.00 Bid Form Item 112. Pave men t Repair Adjace nt Did not Did not to New Gutter (Remove & in d icate bid indicate bid #1-22 Repl ace) LF 2400 $5 am ou n t amount $17 $39,600.00 Total Adams Street Sidewall<, Main Project 2 Alternat e A-Speed Hump (7) Bid Form Item 22. Speed #2-1 Hump EA 2 $12,000.00 $24,000.00 $2,000.00 $4 ,000.00 $7,300.00 $14,600.00 Bid Fo rm Item 23 . Speed #2-2 Hump Marking EA 2 $1,575.00 $3,150.00 $2,000.00 $4,000.00 $1,675.00 $3,350.00 Bid Form Item 24 . "Speed #2-3 Hump" Sign (W17-1) EA 8 $313 $2,500.00 $1,000 $8 ,000.00 $332 $2 ,656.00 Bid Form Item 25. Sign #2-4 Pole EA 4 $200 $800.00 $500 $2,000.00 $213 $852.00 Bid Form Item 04a. #2-5 Removals LS 1 $10,000.00 $10,000.00 $3 ,000.00 $3 ,000.00 $2,800.00 $2,800.00 Bid Form Item 12a. Type A Curb & Gutter (R emove & #2-6 Replace) LF 65 $65 $4,225.00 $50 $3,250.00 $55 $3 ,591 .25 Sam Gaines Con st r uction Spa lding Constructors Stockman Construction Corp Total Co st $853,815.00 $643,295.00 $799,023.75 Total Cost-Ba se+ Al t C $714,980.00 $523,825.00 $659,152.50 Approx Un it Total Unit Total Un it Total Item # Items U/M Quantity Price Cost Price Co st Price Co st Bid Fo r m Item 112a. Pavement Repair Adjacent Di d not Did n ot to New Gutter (Remove & indicate bid indicate bid #2-7 Rep lace) LF 65 $5 $325.00 amount amount $44 $2,860.00 I • . . . . . I .... I 3 Alternate B-Hickory Street (Adams-Jackson) (17) Bid Form Item 02b. Construction #3-1 Signage/Traffic Contro l LS 1 $400.00 $400.00 $2,500.00 $2,500.00 $1,700.00 $1,700.00 Bid Form Item 04b. #3 -2 Removals LS 1 $15,000.00 $15,000.00 $20,000.00 $20,000.00 $10,250.00 $10,250.00 Bid Form Item 05b. #3 -3 Earthwork LS 1 $3 ,000.00 $3,000.00 $20,000.00 $20,000.00 $30,000.00 $30,000 .00 Bid Form Item 06b . #3-4 Sediment Barrier LF 100 $5 $500 $4 $400 $5 $480 Bid Form Item 07b . #3-5 Temporary Cover SY 140 $5 $700 $5 $700 $3 $420 Bid Form Item 08b. #3-6 Seeding & Erosion Blanket SY 280 $8 $2,240.00 $5 $1,400.00 $5 $1,470.00 Bid Form Item 09b. Rock #3 -7 Excavatio n /Remova l CY 10 $150 $1,500.00 $150 $1,500.00 $111 $1,110.00 Bid Form Item lOb. Sub #3-8 Grade Stabilization TON 10 $65 $650 $50 $500 $95 $950 Bid Form Item llb. Residentia l Street (Remove #3 -9 & Replace) SY 55 $125 $6,875.00 $90 $4,950.00 $96 $5,280.00 Bid Form Item 12b. Type A Curb & Gutter (Remov e & #3 -10 Replace) LF 470 $65 $30,550.00 $45 $21,150.00 $38 $17,860.00 Bid Fo r m Item 13b. Res idential Driveway #3 -11 (Remove & Rep lace) SY 42 $85 $3,570.00 $85 $3,570.00 $155 $6,510.00 Bid Fo r m Item 15b. Sidewalk; 4" thick (Remove #3-12 & Replace) SY 230 $60 $13 ,800.00 $50 $11,500.00 $50 $11,500.00 Sam Gaines Construction Spalding Constructors Stockman Construction Corp Total Cost $853,815.00 $643,295.00 $799,023.75 Total Cost-Base + Aft C $714,980.00 $523,825.00 $659,152.50 Approx Un it Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Bid Form Item 16b. Sidewalk Ramp; 6" t hi ck #3-13 (Remove & Replace) SY 28 $175 $4,900.00 $100 $2,800.00 $175 $4,900.00 Bid Form Item 17b. Sidewalk Ramp; Detectable #3-14 Warnings SF 30 $40 $1,200.00 $35 $1,050.00 $28 $840.00 Bid Form Item 18b. Stairs #3-15 (48" X 12 " X 6") EA 10 $300 $3,000.00 $200 $2,000.00 $300 $3,000.00 Bid Form Item 19b. Sta ir #3-16 Hand ra il LF 24 $150 $3,600.00 $50 $1,200.00 $146 $3,492.00 Bid Form Item 112b. Pavement Repair Adjacent Did not Did not to New Gutter (Remove & indicate bid indicate bid #3-17 Replace) LF 470 $5 $2,350.00 amount amount $20 $9,400.00 Hickory Street (Adams-Jackson) 4 Alternate C-Adams (Woodlawn-Union) Bid Form Item 02c. Construction #4-1 Signage/Traffic Control LS 1 $400.00 $400 .00 $2,000.00 $2,000.00 $1,600.00 $1,600.00 Bid Form Item 03c. Inlet #4-2 Protection LS 1 $800 $800 $1,000 $1,000 $475 $475 Bid Form Item 04c. #4-3 Remo va ls LS 1 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $6,000.00 $6,000.00 Bid Form Item 05c. #4-4 Ea r thwo rk LS 1 $4,000.00 $4,000 .00 $20,000.00 $20,000.00 $30,000.00 $30,000.00 Bid Form Item 06c. #4-5 Sedime nt Ba rrier LF 200 $5 $1,000 $4 $800 $3 $600 Bid Form Item 07c. #4-6 Temporary Cover SY 45 $5 $225 $5 $225 $3 $135 Bid Form Item 08c. #4-7 Seeding & Erosion Blanket SY 85 $8 $680 $5 $425 $5 $425 Bid Fo rm Item 09c. Rock #4-8 Excavation/Removal CY 10 $150 $1,500.00 $150 $1,500.00 $111 $1,110.00 Bid For m Item 10c. Sub #4-9 Grade Stab ilization TON 10 $65 $650 $50 $500 $95 $950 Sam Gaines Construction Spalding Constructors Stoc kman Construction Corp Total Cost $853,815.00 $643,295.00 $799,023.75 Total Cost -Base + Alt C $714,980.00 $523,825.00 $659,152.50 Approx Unit Total Unit Total Unit Total Item# Items U/M Quantity Price Cost Price Cost Price Cost Bid Form Item 12c. Type A Curb & Gutter (Remove & #4-10 Rep la ce) LF 415 $65 $26,975.00 $45 $18,675.00 $38 $15 ,770.00 Bid Form Item 13c. Residential Driveway #4-11 (Remove & Replace) SY 55 $85 $4,675.00 $85 $4,675.00 $95 $5 ,225.00 Bid Form Item 15c. Sidewalk; 4 " thick (Remove #4-12 & Replace) SY 215 $60 $12,900.00 $50 $10,750.00 $51 $10,965.00 Bid Form Item 21c. Wall; Monolithic Curb( Remove & #4 -13 Replac e) LF 10 $150 $1,500.00 $100 $1,000.00 $250 $2,500.00 Bid Form Item 112c. Pavement Repair Adjacent Did not Did not to New Gutte r (Remove & indicate bid indicate bid #4-14 Replace) LF 415 $5 $2,075.00 amount amount $28 $11,620.00 Total Alternate C-Adams (Woodlawn-Union) . $77,380.00 $81,550.00 CITY OF JEFFERSON CONSTRUCTION CONTRACT EXH IBIT A THIS CONTRACT made and entered into the date last executed by a party as indicated below, by and between Concrete Solution LLC hereinafter referred to as "Contractor", and the City of Jefferson, Missouri, a municipal corporation of the State of Missouri , hereinafter referred to as "City". WITNESSED : 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. 32169, Adams Street Sidewalk 2022. 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 "Adams Street Sidewalk 2022" 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 June 7, 2022 which are by reference made a part hereof. No partial payment to the Contractor shall operate as approval or aGceptance of work done or materials furnished hereunder. The total amount of this contract shall not exceed five-hundred fifty-thousand, four-hundred forty-eight dollars, and ninety-five cents ($550,448 .95). 3. Manner and time for Completion. Contractor agrees with the City to furnish all supervision , 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 153 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 has obtained the prevailing hourly rate of wages from the contents of the current Annual Wage Order No. 28, Section 026, Cole County rates as set forth. 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. The Davis-Bacon Act (40 USC, Chapter 3, Section 276a-276a-5; and 29 CFR Parts 1, 3, 5, 6 and 7) is triggered when construction work over $2,000 is financed in whole or in part with CDBG funds. It requires that workers receive no less than the prevailing wages being paid for similar work in the same area. Davis-Bacon does not apply to the rehabilitation of residential structures containing less than eight units or force account labor (construction carried out by employees of the grantee). The "Adams Street Sidewalk 2022" project is classified as a Highway project. The Copeland Anti-Kickback Act (40 USC, Chapter 3, Section 276c and 18 USC, Part 1, Chapter41, Section 874; and 29 CFR Part 3) requires that workers be paid weekly, that deductions from workers' pay be permissible, and that contractors maintain and submit weekly payrolls. The Contract Work Hours and Safety Standards Act (40 USC, Chapter 5, Sections 326-332; and 29 CFR Part 4, 5, 6 and 8; 29 CFR Part 70 to 240) applies to contracts over $100,000 and requires that workers receive overtime compensation (time and one-half pay) for hours they have worked in excess of 40 hours in one week. Violations under this Act carry a liquidated damages penalty ($1 0 per day per violation). Section 3 of the Housing and Urban Development Act of 1968, as amended requires the provision of opportunities for training and employment that arise through HUD- financed projects to lower-income residents of the project area. Also required is that contracts be awarded to businesses that provide economic opportunities for low-and very low-income persons residing 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 (including coverage for Bodily Injury and Property Damage) Comprehensive Automobile Liability Insurance (including coverage for Bodily Injury and Property Damage) Employer's Liability $500,000 per occurrence $3,000,000 aggregate $500,000 per occurrence $3,000,000 aggregate $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 1 00°/o of the complete insurable value of the Project, which policy shall protect the Contractor and the City, as their respective interests shall appear. (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 RSMo, 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 Contracto~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. 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, 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 (1 0) 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 Contractors bid. 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. Comolete 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 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. Illegal Immigration. Prior to commencement of the work: A. Contractor shall, by sworn affidavit and provision 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 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 8 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 subcontractors 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 1164 Hwy 100, Linn, MO 65051. The date of delivery of any notice shall be the second full day after the day of its mailing. CITY OF JEFFERSON CONTRACTOR Mayor: Carrie Tergin Title: Date : Date : ATIEST: A TIEST: City Clerk Title: APPROVED AS TO FORM: BILL SUMMARY BILL NO: 2022-029 SPONSOR: Councilmember Hensley SUBJECT: Essential Worker Payment DATE INTRODUCED: July 5. 2022 CITIADMINISTRATOR:~~~~~~~~~~~~~~~~~ Staff Recommendation: Approve. Summary: If approved, this bill would provide the authorization and funding for an essential worker payment for all full-time and part-time with benefit employees. Origin of Request: City Council Person Responsible: STEVE CROWELL. Background information: City Council proposed a $2,500 essential worker payment from the ARPA funds at a City Council Special Session. Fiscal Information: The FY2022 estimated cost is $1,118,700 which includes salaries and associated payroll taxes. BILL NO . 2022-029 SPONSORED BY Councilmember Hensley ORDINANCE NO . _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON , MISSOURI , APPROVING AN ESSENTIAL WORKER PAYMENT AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON , MISSOURI , BY SUPPLEMENT ALLY APPROPRIATING FUNDS AS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI , AS FOLLOWS : Section 1 . There is hereby supplementally appropriated within various City Funds $1 ,118 ,700 as indicated on Exh ibit A , attached hereto . Section .f.. Essential worker payments shall be made to all full-time employees and part-time employees with benefits actively employed by the City on the date this bill is approved. Section ~. With this Ordinance the Council acknowledges that all applicable employees , regardless of their wage or non-exempt FLSA status, are deemed to perform essential work in the day to day operation of the City due to the small size of our work force and the numerous essential services provided to the community. Section 1_. This Ordinance shall be in full force and effect from and after the date of its pas sage and approval. Passed : ____________________ _ Approved: _________________ __ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM : City Clerk City~ CERTIFICATION BY MAYOR Pursuant to Article VII , Section 7.1 (5 .) Of the Charter of the City of Jefferson , Missouri , I here by certify that the sums appropriated in the ordinance are available in the various f unds to meet the requirem ents of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 6/30/2022 Bill 2022-029 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET APRA Funds: 10-100-495995 Transfer From (to) Surplus $1,118,700 Salaries $1,050,000 Social Security $68,700 BILL SUMMARY-AMENDED BILL NO: Substitute 2022-009 SPONSOR: Councilmember Wiseman SUBJECT: Salary Increase as Stated on Attached Exhibit 8 DATE INTRODUCED: July 5. 2022 CI~ADMINISTRATOR:~~~~~~~~~~~~~~~~~ Staff Recommendation: Approve. Summary: If approved, this bill would provide the authorization and funding for a salary adjustment for City Employees this fiscal year as noted below. Origin of Request: City Administrator PERSON RESPONSIBLE: STEVE CROWELL Background information: As the City Council is aware, inflationary impacts and competition for employees (i.e., salary increases) by public and private sector employers is impacting the City's ability to retain and recruit employees particularly in safety critical functions. The proposed salary/wage adjustment would implement a salary/wage increase for all full-time City employees and part-time employees with benefits, as stated in Exhibit B. Police salaries are covered by the City/Fraternal Order of Police labor agreement. The salary/wage implementation costs for the remainder of our current fiscal year, starting with the pay date of July 15, 2022, would be approximately $498,066.79 from the funds as noted below which equates to approximately $1,416,820.21 on an annual basis (based on FY22 costs): Fiscal Information: The FY2022 estimated cost are: • General Fund: • Airport Fund: • Parking Fund: • Transit Fund: • Wastewater Fund: • Parks Fund: • Public Safety Tax: Remainder of FY 22 $154,356.23 $4,376.17* $10,276.51 $33,685.49* $56,740.98 $59,262.21 $179,369.20 *Will most likely need to be subsidized by the General Fund Annual Cost $439,087.74 $12,448.63* $29,232.97 $95,823.05* $161,407.61 $168,579.60 $510,240.61 includes 911 and Fire BILL NO . 2022-009 SUBSTITUTE SPONSORED BY Councilmember Wiseman ORDINANCE NO. _______ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING A SALARY ADJUSTMENT , AS OUTLINED IN EXHIBIT B, AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI , BY SUPPLEMENT ALLY APPROPRIATING FUNDS WITHIN THE VARIOUS CITY FUNDS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within various City Funds $498,066.79 as indicated on Exhibit A, attached hereto. Section .f.. Salary adjustments for full-time employees and part-time employees with benefits shall be made as set forth in Exhibit B, attached hereto as set forth fully herein . Section ~. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: __________ _ Approved: __________ _ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk c~ CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7 .1 (5.) Of the Charter of the City of Jefferson, Missouri , I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. Mayor Carrie Tergin REVIEWED BY FINANCE ON 6/30/2022 Bill 2022-009 SUBSTITUTE Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: $154,356.23 Airport Fund: $4,376.17 Parking Fund: $10,276.51 Transit Fund: $33,685.49 Wastewater Fund: $56,740.98 Parks Fund: $59,262.21 Public Safety Tax Fund: $179,369.20 Total $498,066.79 BILL 2022-009SUBSTITUTEExhibit B1. Communications Operators minimum pay up to $40,000, maintaining current pay separations.2. $1,250 increase per employee3. Increase for employees hired before 2019:$500 per employee4. Increase for ranges 7 to 23:$1,000 per employee5. Longevity Pay Plan:a. 15 years of service - $1,250b. 20 years of service - $1,750c. 25 years of service - $2,000d. 30 years of service - $2,5006. Excludes City Administrator, Chief of Police, and sworn positions covered by FOP contract.7. Commit to $2,500 ARPA Essential Worker payments for each full-time and part-time with benefitemployee, subject to necessary appropriation bill. BILL SUMMARY-SUBSTITUTE #2 BILL NO: 2022-009 SPONSOR: Councilmember Wiseman SUBJECT: Salary increase as stated on attached Exhibit 8 DATE INTRODUCED: July 18 , 2022 CITY ADMINISTRATOR: ~A~=:.---:....__----:'~~~~~:::::.:....J::::.....£,...<~0.L.....~----- staff Recommendation: Approve . ? Summary: If approved, this bill would provide the authorization and fund ing for a salary adjustment for City Employees this fiscal year as noted below. Origin of Request: City Administrator PERSON RESPONSIBLE: STEVE CROWELL Background information: As the City Council is aware, inflationary impacts and competition for employees (i.e ., salary increases) by public and private sector employers is impacting the City's ability to retain and recruit employees particularly in safety critical functions . The proposed salary/wage adjustment would implement a salary/wage increase for all full-time City employees and part-time employees with benefits, as stated in Exhibit B. Police salaries are covered by the City/Fraternal Order of Police labor agreement. The salary/wage implementation costs for the remainder of our current fiscal year, starting with the pay date of July 29 , 2022, would be approximately $443 ,573.72 from the funds as noted below which equates to approximately $1,416 ,820 .21 on an annual basis (based on FY22 costs): Fiscal Information: The FY2022 estimated cost are : • General Fund : • Airport Fund : • Parking Fund : • Transit Fund : • Wastewater Fund : • Parks Fund: • Public Safety Tax: Remainder of FY 22 $137,468 .24 $3 ,897 .38 * $9,152 .17 $29,999 .99 * $50 ,533 .00 $52 ,778 .38 $159 ,744.56 *Will most likely need to be subsidized by the General Fund Annual Cost $439,087 .74 $12,448.63 * $29 ,232 .97 $95,823.05* $161,407 .61 $168 ,579 .60 $510,240 .61 includes 911 and Fire BILL NO. 2022-009 SUBSTITUTE #2 SPONSORED BY Councilmember Wiseman ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING A SALARY ADJUSTMENT, AS OUTLINED IN EXHIBIT B, AND AMENDING THE FY2022 BUDGET OF THE CITY OF JEFFERSON, MISSOURI, BY SUPPLEMENTALLY APPROPRIATING FUNDS WITHIN THE VARIOUS CITY FUNDS OUTLINED IN EXHIBIT A. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby supplementally appropriated within various City Funds $443,573.72 as indicated on Exhibit A, attached hereto. Section 2. Salary adjustments for full-time employees and part-time employees with benefits shall be made as set forth in Exhibit B, attached hereto as set forth fully herein. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: Approved: ___________________________________ __________________________________ Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: ___________________________________ __________________________________ City Clerk City Attorney CERTIFICATION BY MAYOR Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. _____________________________ Mayor Carrie Tergin REVIEWED BY FINANCE ON 6/30/2022 Bill 2022-009 SUBSTITUTE #2 Exhibit A SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2021-2022 BUDGET General Fund: $137,468.24 Airport Fund: $3,897.38 Parking Fund: $9,152.17 Transit Fund: $29,999.99 Wastewater Fund: $50,533.00 Parks Fund: $52,778.38 Public Safety Tax Fund: $159,744.56 Total $443,573.72 BILL 2022-009 SUBSTITUTE #2 Exhibit B 1. Communications Operators minimum pay up to $40,000, maintaining current pay separations. 2. $1,250 increase per employee 3. Increase for employees hired before 2019: $500 per employee 4. Increase for ranges 7 to 23: $1,000 per employee 5. Longevity Pay Plan: a. 15 years of service - $1,250 b. 20 years of service - $1,750 c. 25 years of service - $2,000 d. 30 years of service - $2,500 6. Excludes City Administrator, Chief of Police, and sworn positions covered by FOP contract. 7. Commit to $2,500 ARPA Essential Worker payments for each full-time and part-time with benefit employee, subject to necessary appropriation bill. RESOLUTION SUMMARY RESOLUTION NO: RS2022-16 SPONSOR: Councilmember Fitzwater SUBJECT: Approving Proposal for CDBG-DR Funds DATE INTRODUCED: July 18, 2022 DEPARTMENT DIRECTOR(S): __ .......,=~~~___:_~z~4L..:...._-----,~-'-------- CITY ADMINISTRATOR: ~~~-.f>-==----r~ Staff Recommendation: Approve Origin of Request: Department of Planning & Protective Service Department Responsible: Department of Planning & Protective Service PERSON RESPONSIBLE: RACHEL SENZEE Background Information: The State of Missouri 's Department of Economic Development (OED) is administering the Community Development Block Grant-Disaster Recovery funds related to FEMA disaster 4451 . Statewide analysis of damages sustained from flooding and tornadoes identified Cole, Holt, and St. Charles counties as having the greatest impact. DED's Action Plan identifies housing recovery as the most urgent need . The amount of funding obligated to housing recovery within Cole County is $7,059,300. As the lead applicant, the City of Jefferson is required to formally submit a proposal for anticipated use of the funds . Fiscal Information: CDBG-DR funds are 100% federally funded . Resolution Terms: The Resolution would authorize the City to formally apply for Community Development Block Grant-Disaster Recovery funds . RESOLUTION RS2022-16 Sponsor: Councilmember Fitzwater A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI TO APPLY FOR COMMUNITY DEVELOPMENT BLOCK GRANT -DISASTER RECOVERY FUNDING WHEREAS, the City of Jefferson has been designated the lead applicant to apply for Community Development Block Grant-Disaster Recovery funding through the State of Missouri Department of Economic Development; and WHEREAS, the purpose of the grant is to secure funding for housing programs that assist recovery efforts from the 2019 tornado; and WHEREAS, the grant will provide $7,059,300 to the City for the purpose stated above; and WHEREAS, receiving said grant would benefit housing recovery efforts in Cole County. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Jefferson, Missouri, supports and authorizes the City Administrator, Steve Crowell, to execute and submit the necessary application to obtain funding for Community Development Block Grant-Disaster Recovery funds. Adopted this 18th day of July, 2022 Mayor Carrie Tergin ATTEST: City Clerk DEPARTMENT OF PLANNING AND PROTECTIVE SERVICES MEMORANDUM TO: City Council THROUGH: Sonny Sanders, Planning & Protective Services Director FROM: Rachel Senzee, Neighborhood Services Supervisor DATE: July 14, 2022 RE: CDBG-DR Proposal The State of Missouri’s Department of Economic Development (DED) is administering the Community Development Block Grant-Disaster Recovery funds related to FEMA Disaster 4451. Statewide analysis of damages sustained from flooding and tornadoes identified Cole, Holt, and St. Charles counties as having the greatest impact. DED’s Action Plan identifies housing recovery as the most urgent need. The amount of funding obligated to housing recovery within Cole County is $7,059,300. As the lead applicant, the City of Jefferson is required to formally submit a proposal for anticipated use of funds. For questions or comments, please contact Rachel Senzee at rsenzee@jeffersoncitymo.gov or 573-634-6305. Enclosures State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Program Overview ● Page 1-1 1.Program Overview 1.Applicant Identification A. NAME (CITY OR COUNTY):B. DUNS #: C. MAILING ADDRESS:D. EMAIL ADDRESS: E. CITY, STATE, ZIP CODE: F. CHIEF OFFICIAL OF (A):G. TITLE OF (F): H. TELEPHONE OF (F):I. FAX OF (F): J. FISCAL YEAR END OF (A) (M/D):K. FEDERAL EMPLOYEE IDENTIFICATION #: 2.Application Preparer A. NAME:B: EMAIL ADDRESS: C. MAILING ADDRESS: D. CITY, STATE, ZIP CODE: E. NAME OF AGENCY: F. TELEPHONE:G. FAX: H. IS THE APPLICATION PREPARER AGENCY A REGIONAL PLANNING COMMISSION/COUNCIL OF GOVERNMENT THAT WILL BE PROVIDING GRANT ADMINISTRATION SERVICES? ☐NO ☐YES; INCLUDE PRE-SELECTION PROFESSIONAL SERVICES FORM AND REQUIRED DOCUMENTATION 3.Other Information for Reporting Purposes A. 2020 POPULATION OF 1A: B. STATE REPRESENTATIVE(S) & DISTRICT(S):C. EMAIL: D. STATE SENATOR(S) & DISTRICT(S):E. EMAIL: 4.Program Activities Identify the activities that will be implemented as part of the applicant’s disaster recovery strategy.☐Housing ☐Acquisition for Demolition Only ☐Construction of New Affordable Housing (for Homeownership) ☐Affordable Multi-family Rental Housing (New Construction or Repair/Rehabilitation) ☐Down Payment Assistance ☐Homeowner Rehabilitation ☐Local Voluntary Buyout ☐Infrastructure to Support Housing Recovery Efforts and Affordable Housing ☐Housing Incentive for Replacement Assistance ☐Public Service (Housing Counseling) ☐Planning DR-4451 PROPOSAL Community Development Block Grant Program State Representative Rudy Veit- 59 Email: rudy.veit@house.mo.gov State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Residential Antidisplacement and Relocation Assistance Plan ● Page 2-1 2. Residential Antidisplacement and Relocation Assistance Plan REQUIRED BY ALL APPLICANTS FOR FUNDING UNDER SECTION 104(d) OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED The Applicant will replace all occupied and vacant occupiable low/moderate-income dwelling units demolished or converted to use other than low/moderate income housing as a direct result of activities assisted with funds provided under the Housing and Community Development Act of 1974, as amended. All replacement housing will be provided within three years of the demolition of conversion. Before obligating or expending funds that will directly result in such demolition or conversion, the Applicant will make public and submit, to the CDBG program, the following information in writing: 1. A description of the proposed assisted activity; 2. The general location on a map and approximate number of dwelling units by size (number of bedrooms) that will be demolished or converted to a use other than low/moderate-income dwelling units as a direct result of the assisted activity; 3. A time schedule for the commencement and completion of the demolition or conversion; 4. The general location on a map and approximate number of dwelling units by size (number of bedrooms) that will be provided as Section 104(d) replacement dwelling units; 5. The source of funding and a time schedule for the provisions of Section 104(d) replacement dwelling units; and 6. The basis for concluding that each Section 104(d) replacement dwelling unit will remain a low/moderate income dwelling unit for at least 10 years from the date of initial occupancy. The Applicant will provide relocation assistance, as described in Section 570.488 and the State’s CDBG-DR Relocation Assistance policy, to each low/moderate-income household displaced by the demolition of housing or by the conversion of a low/moderate-income dwelling to another use as a direct result of assisted activities. Consistent with the goals and objectives of activities assisted under the Act, the Applicant will take steps to minimize the displacement of persons from their homes. ☐ NO RESIDENTS WILL BE DISPLACED BY PROJECT ACTIVITIES ☐ RESIDENTS MAY BE DISPLACED BY PROJECT ACTIVITIES* * A Residential Anti-Displacement and Relocation Assistance Plan, developed in accordance with CDBG-DR relocation policy and the State RARAP must be provided with project documentation before funds may be obligated or expended for the project. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Program Budget ● Page 3-2 3.Program Budget Complete the attached DR-4451 Program Budget file and include with this application. See attached Program Budget file. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Background ● Page 4-3 4.Background The DR-4451 Action Plan provides thorough demographic information for each lead applicant. The applicant is encouraged to provide any additional information, beyond what is included in the DR-4451 Action Plan, to substantiate the unmet needs for activities within this proposal. 500 word max per section. A.Applicant Demographics B.Natural Environment C.Storm Impacts State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Background ● Page 4-4 D.Economic Impacts E.Public Services and Infrastructure Impacts Indicate which public services, if any, were impacted by the disaster event. ☐Schools ☐First Responders ☐Hospitals ☐Public Buildings ☐Roads ☐Water/Sewer/Drainage ☐Other (describe): Describe any unique/unforeseen failures in public services and/or infrastructure. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Community Impact ● Page 5-5 5.Community Impact In a separate document, not to exceed 3 pages, please provide any additional qualitative and quantitative support to describe the impact of the disaster on communities within the county. If specific areas within the county were more severely impacted, please provide boundaries of area and any unique characteristics (i.e. demographics, natural or built environment, etc.). This content should be developed based on local knowledge, as well as municipal consultations and citizen participation required under Section 7 of this proposal. Pictures, maps, and graphics are encouraged. See attached document. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Program Development ● Page 6-6 6.Program Development The following information should be provided for each program activity, as indicated in Section 1. Program Overview, 4. Program Activities section above, depending on whether specific projects have been identified pre-award or will be solicited post- award of the lead applicant’s grant. Projects Identified Pre-Award Projects Identified Post-Award Information for each project must include, at minimum: •Project name •Project location •Subapplicant (if applicable) •Unmet need addressed by project •Anticipated National Objective(s) •Estimated costs •Anticipated PER/PAR completion date (if project includes construction) •Projected milestones and expenditures based on quarters of project (i.e. Year 1 Quarter 1, Year 1 Quarter 2, etc.) •Intention to use State policy or develop more- restrictive local policy Information for each activity must include, at minimum: •Subapplicant (if applicable) •Unmet need addressed by project •Anticipated National Objective(s) •Project/beneficiary solicitation methodology •Intention to use State policy or develop more-restrictive local policy NOTE: Prior to obligation or expenditure of funds for any project, CDBG must receive and approve the following documentation: •Documentation required under the relevant CDBG-DR activity policy •Preliminary Engineering/Architectural Report (if applicable) •Authorization to Use Grant Funds •Cost Summary Sheet •National Objective documentation •Subapplicant agreement, certifications, and policies (if applicable) •Procurement compliance documentation •Civil Rights Compliance form •Residential Antidisplacement and Relocation Assistance Plan (if applicable) •Site-specific FEMA floodplain map •Letters of commitment from all other funding sources See attached document. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Citizen and Municipal Participation ● Page 7-7 7.Citizen and Municipal Participation A.Municipal Consultations The State of Missouri CDBG program requires that municipalities within the lead applicant’s jurisdiction be consulted to identify projects under the applicant’s program. Documentation of consultations must include the following: 1.Sign-in sheet, agenda, and minutes from a joint meeting with officials of each municipality and lead applicant to discuss: a. Community-specific impacts for Section 5 of this proposal b.Overview of all eligible activities under the State of Missouri’s DR-4451 program c.Potential projects within each municipality NOTE: CDBG staff must be invited to attend this joint meeting to answer general questions about the State CDBG-DR program. 2. 10-day comment period for municipalities of the lead applicant’s draft proposal, including: a.Summary of comments received b.Lead applicant’s response to each comment NOTE: This comment period may run concurrently to the public comment period required under the CDBG Citizen Participation section below. B.Citizen Participation All applicants for and recipients of CDBG funds shall be required to conduct all aspects of the CDBG program in an open manner with access to records on the proposed and actual use of funds for all interested persons. All records of applications must be kept at the applicant's office and be available during normal working hours. Any activity of the CDBG program, with the exception of confidential matters relating to the housing rehabilitation, shall be open to examination by all citizens. The applicant must provide technical assistance at the level of expertise available to groups representative of persons of low and moderate income that request such assistance in developing proposals. All proposal materials and instructions shall be provided at no cost to any such group requesting same. Citizens shall be provided adequate and timely information, so as to enable them to be meaningfully involved in important decisions at the various stages of the program including: 1.Development of needs 2.Review of proposed activities 3.Review of past program performance The elected body of the applicant must pass a resolution authorizing submission of an application to the CDBG program. The resolution may designate an individual other than the Chief Elected Official (CEO), typically a City Manager/Administrator or other staff member, to execute all application documents on behalf of the applicant. This individual must be expressly named in the resolution. Adequate citizen participation shall meet the requirements of the State of Missouri Citizen Participation Plan, under “Requirements for Local Governments Receiving State CDBG Funds”. Notification of any and all hearings shall be given a minimum of five full days in advance to allow citizens the opportunity to schedule attendance. Notification shall be in the form of display-type advertisements in a newspaper of the widest circulation within the lead applicant’s jurisdiction. NOTE: For the purpose of this process, "full days" is defined as neither day being counted on either end of the time period (i.e., five full days before public hearing would actually be seven days since beginning and ending days cannot be counted). The public hearing notice must include the following content: 1. The applicant intends to submit an application for CDBG funds. 2.The maximum grant amount. 3.The type of activities that may be undertaken, as identified in the CDBG DR-4451 Action Plan. 4.National Objective(s) must be stated. 5.There will be minimization of displacement of persons resulting from the project, and assistance to any displaced persons would be provided according to the Uniform Relocation and Real Property Acquisition Act of 1970 as amended, Section 104(d), Section 104(k) or Section 105(a)(11) of the Title I Act. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form ●Page 7-8 6.The applicant is soliciting citizen input on the entity's on-going community development needs. 7.Description of proposed activities for which the city and/or county is applying, as identified in Section 1.4 of this proposal 8.Total estimated cost, including amount being applied for, other state and/or federal funds, local contribution proposed, etc., for each program activity. 9.Specific location of projects identified pre-award, either community-wide or boundaries (by name) of target area. 10.Percent of LMI benefit of the proposed project (if known), or at least 70%. 11.Encouragement of area residents to attend. Documentation to be submitted must include, at minimum: 1.Affidavit of publication for public hearing notice 2.Sign-in sheet, agenda, and minutes from public hearing 3.A copy of the resolution to apply (including designated authority by CEO, if applicable) State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Certifications ● Page 8-9 8.Certifications A.E-Verify This form certifies that the applicant (city/county) and subapplicant (if relevant to the application/project) do not employ illegal aliens (undocumented workers)* and that the information contained in the application is true, correct and complete. In addition to certifying that your organization does not employ illegal aliens, all applicants must: 1) enroll in E-Verify, 2) check the box on the Certification confirming enrollment and participation in E-Verify, and 3) provide supporting documentation. The E-Verify Program, conducted jointly by the U.S. Citizenship and Immigration Services (USCIS) Verification Division and the Social Security Administration (SSA), is designed to provide employment status information to determine the eligibility of applicants for employment. E-Verify requires that participating commercial employers use the automated Verification Information System (VIS) to check the SSA and the USCIS databases to verify the employment authorization of ALL newly hired employees. An employer's participation in E-Verify is voluntary and is currently free. To access the E-Verify website, go to: https://www.vis- dhs.com/employer_information.htm The Certification form must be signed by the chief official of the applicant and notarized. All applicants must complete this form and attach a full copy of the E-Verification memorandum to be eligible for the CDBG program. B.Anti-Lobbying Certification The applicant certifies, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3.The undersigned shall require that the language of this certification be included in the award documents for all subawards (at all tiers, including contracts under grants, loans, and cooperative agreements, subcontracts, and subgrants) over $100,000, and that all subrecipients shall certify and disclose accordingly. This certification herein is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Certifications ● Page 8-10 E-VERIFY CERTIFICATION ☐ I certify that I am an authorized representative of the applicant/subapplicant and as such am authorized to make the statement of affirmation contained herein. ☐ I certify that the applicant/subapplicant does NOT knowingly employ any person who is an unauthorized alien and that the applicant/subapplicant has complied with federal law (8 U.S.C. § 1324a) requiring the examination of an appropriate document or documents to verify that each individual is not an unauthorized alien. ☐ I certify that the applicant/subapplicant is enrolled and will participate in a federal work authorization program as defined in Section 285.525(6), RSMo, with respect to employees working in connection with the activities that qualify applicant/subapplicant for this program. I certify that the applicant/subapplicant will maintain and, upon request, provide the Department of Economic Development documentation demonstrating applicant’s participation in a federal work authorization program with respect to employees working in connection with the activities that qualify applicant/subapplicant for this program. ☐ I understand that, pursuant to section 285.530.5, RSMo, a general contractor or subcontractor of any tier shall not be liable under sections 285.525 to 285.550 when such general contractor or subcontractor contracts with its direct subcontractor who violates section 285.530.1, if the contract binding the contractor and subcontractor affirmatively states that the direct subcontractor is not knowingly in violation of section 285.530.1 and shall not henceforth be in such violation and the contractor or subcontractor receives a sworn affidavit under the penalty of perjury attesting to the fact that the direct subcontractor’s employees are lawfully present in the United States. ☐ I understand that if the applicant/subapplicant is found to have employed an unauthorized alien, applicant may subject to penalties pursuant to Sections 135.815, 285.025, and 285.535,RSMo. ☐ I hereby agree to allow representatives of the Department of Economic Development access to the property and applicable records as may be necessary for the administration of this program. ☐ I certify under penalties of perjury that the above statements and information contained in the application and attachments are complete, true, and correct to the best of my knowledge and belief. Required Attachment: Copy of the executed Memorandum of Understanding between the applicant/subapplicant and the United States Citizenship and Immigration Services (USCIS). Name Title Signature Date STATE OF MISSOURI ) ) ss. COUNTY/CITY OF ) On this day of , 20 , before me, , a Notary Public in and for said state, personally appeared , known to me to be the person who executed the Certification and acknowledged and states on his/her oath to me that he/she executed the same for the purposes therein stated. Notary Public: My commission expires: State of Missouri CDBG-DR 4451 Lead Applicant Proposal Form Certifications ● Page 8-11 C.Required Attachments I understand and certify: •The information represented in this proposal is true to the best of my knowledge; •I have read and understand the compliance requirements of the CDBG and CDBG-DR Programs; •That the CDBG funds are limited in scope and that the application represents the priority projects of the community; •That, if awarded, the funds will be used solely for the purpose declared in this application; •That DED reserves the right to reduce or change the award for any project; •My initials below indicates confirmation that all applicable attachments are included and accurately completed as part of this application and that, if any required attachments are missing, this application will be returned and not considered by the CDBG program for funding. The applicant further assures and certifies that the applicant agrees to abide by all applicable State and Federal rules and regulations, including the anti-lobbying certification included herein. The applicant also certifies that the project activities are designed to meet community development needs. The Code of Federal Regulations applicable to the Department of Housing and Urban Development's Community Development Block Grant funds require that the following documents are attached with this application: Required Attachments Chief Elected Official Initials Document Name Most recent financial statements Most recent Single Audit or statement that no Single Audit has been required in the last three years Citizen and Municipal Participation Attachments (detailed in Section 7) Resolution of Intent to Apply Fair Housing Ordinance/Resolution Excessive Force Prohibition Resolution Conflict of interest policy (if none exists currently, state so in writing) Procurement policy (if none exists currently, state so in writing) E-Verify MOU Section 3 Utilization Form Letters of commitment from other funding source Nam e (typed or printed) Title Signature, Mayor or Presiding Commissioner Date SECTION 5: COMMUNITY IMPACT On May 22, 2019, a tornado strengthened from an EF-2 to an EF-3 as it moved into a subdivision off of Heritage Highway just west of US Highway 54 and just outside the city limits of Jefferson City. The tornado caused a complete collapse of a residential home and the complete destruction of sixteen mobile homes at Twin Bridges Mobile Home Village. The mobile home community was never rebuilt. As the tornado moved northeast into Jefferson City it destroyed and greatly damaged Braun Storage Unit Complex and car dealership. The tornado left a three-mile path of destruction from Christy Drive toward the Missouri River. The tornado remained on the ground for several minutes before moving out of the city. Every business from the intersection of Ellis Boulevard and Christy Drive and going south on Christy Drive suffered significant damage such as roofs torn off, parts of walls collapsing, windows blown out, and trees and power poles were snapped off. The businesses affected included Burger King, Best Western Inn, Capital Bowl, and Riley Chevrolet (where at least 750 vehicles were totaled). The Special Olympics Missouri Training for Life facility was also hit with part of its roof blown off. Some of the most extensive damage was on Ellis Boulevard. A Break Time and Sonic Drive-In suffered severe structural damage. The Firley YMCA lost a wall from the tornado impact. Hawthorne Apartments on Ellis Boulevard also took a hit. The apartment complex had parts of roofs torn off buildings, windows broken out, and other significant damage. Sixty-four units were lost resulting in eight eight-unit buildings being demolished. The tornado uprooted and tossed trees, snapped telephone poles, and displaced numerous families. The EF-3 tornado hit some of the most densely built neighborhoods. Including homes along Woodlawn Avenue, Hickory Street, East Dunklin Street, Jackson Street, Mesa Avenue, and Holiday Drive. Trees were blown into homes and in some cases, whole roofs were lifted off. Almost every property between Adams and Cherry Street was damaged. Jackson Street which is between Stadium Blvd and Dunklin St is where the tornado laid a destructive path that damaged many properties. Before the tornado dissipated at the Missouri River, the tornado severely damaged the historic gem of Capitol Avenue. Two walls on the Missouri State Penitentiary site also collapsed due to the storm. The tornado shed new light on the housing environment in Jefferson City. Many rental and affordable homes were affected by the disaster, further exacerbating housing issues in Jefferson City. It is estimated that the most impacted area lost around 152 housing units, roughly 95% being rental units. Some families were forced to relocate to other communities because they could not find affordable housing. A continued lack of affordable housing in Jefferson City contributes to economic and social issues, including poverty and homelessness. 1 2 SECTION 5: COMMUNITY IMPACT The tornado impacted school buildings including the Simonsen 9th Grade Center. Jefferson City Public Schools sustained damage including; Nichols Career Center which had windows broken and gas lines were broken off when the large rooftop units had been blown over, Adkins Stadium’s press box’s roof was blown off, and Thorpe Gordon Elementary School had minor roof damage, and the Jefferson City Academic Center had minor penetration of its roof by debris. In Cole County, 516 residential buildings sustained damage, and 382 were within the City of Jefferson. Within the City, 51 structures were expected to be destroyed including commercial buildings. SECTION 5: COMMUNITY IMPACT 6 3 4 5 7 Photo Key 1: Hawthorne Apartments 2: Union Street 3: Hawthorne Apartments 4: Woodlawn Street 5: Ashley Street 6: Jackson Street 7: Capitol Avenue 1 SECTION 6: PROGRAM DEVELOPMENT Acquisition for Demolition Only- $200,000 1. Unmet Needs Addressed by the Project There are at least eight structures that need to be demolished due to the destruction of the tornado in the City of Jefferson. The deteriorating conditions are blighting the neighborhoods and are unsafe. Demolition activities will result in the removal of slums and blight. 2. Anticipated National Objective(s) Slum and Blight Elimination-Area Basis (SBA), Spot Basis (SBS), and Urban Renewal (SBR). 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will demolish abandoned and dilapidated residential properties with the goal of reducing slum and blight conditions as a result of disaster related damage. Property owners may apply to the City for utilitzation of the Acquisition/Demoliton program on a first come-first serve basis. 4. Intention to use state policy or develop more restrictive local policy State policy 2 SECTION 6: PROGRAM DEVELOPMENT Construction of New Affordable Housing (for Homeownership)- $521,928 1. Unmet Needs Addressed by the Project The City of Jefferson has been experiencing a housing shortage for years and the 2019 tornado further exacerbated the issue. This program will provide up to 25% of total construction costs, plus closing costs for the construction of new affordable housing for homeownership to help replenish the affordable housing stock in Jefferson City and Cole County. 2. Anticipated National Objective(s) Low/Mod Housing Benefit (LMH), Low/Mod Housing Benefit, CDFI, or NRSA (LMHSP), and Urgent Need (URG). 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will issue a Request for Proposals for developers to competitively submit bids for the construction of affordable single-family homes. A review committee will select and award. The RFP will be posted electronically and posted in the News Tribune. Sealed Bids and proposals are advertised in the News Tribune and posted electronically at https://jeffersoncitymo.bonfirehub.com for a minimum of fourteen days prior to the bid opening or proposal receipt date. Vendors must register to receive the specifications, terms and conditions, and response forms. One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 The City of Jefferson will advertise the Affordable Single-Family New Construction housing opportunity on the City’s website. The City of Jefferson will share this opportunity with local non- profits so they can share it throughout their organizations. 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to develop a local policy unless the State adopts a usable policy. 3 SECTION 6: PROGRAM DEVELOPMENT Affordable Multi-Family Rental Housing (New Construction or Repair/Rehabilitation)- $4,700,000 1. Unmet Needs Addressed by the Project The City of Jefferson has been experiencing a housing shortage for years and the 2019 tornado further exacerbated the issue. Hawthorne Apartments was impacted heavily by the tornado resulting in a loss of 64 apartment units. This program will provide funding for the construction or rehabilitation of new affordable multi-family housing opportunities to help replenish the affordable multi-family housing opportunities in Jefferson City and Cole County. Up to $4,700,000 is available for new construction of multi-family rental housing and up to $1,000,000 is available for rehabilitation of existing multifamily rental complexes. 2. Anticipated National Objective(s) Low/Mod Housing Benefit (LMH), Low/Mod Income (LMI), Low/Mod Housing Benefit, CDFI, or NRSA (LMHSP). 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will issue a Request for Proposals for developers to competitively submit bids for the construction or rehabilitation of affordable multi-family homes. A review committee will select and award. The RFP will be posted electronically and posted in the News Tribune. Sealed Bids and proposals are advertised in the News Tribune and posted electronically at https://jeffersoncitymo.bonfirehub.com for a minimum of fourteen days prior to the bid opening or proposal receipt date. Vendors must register to receive the specifications, terms and conditions, and response forms. One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to develop a local policy unless the State adopts a usable policy. 4 SECTION 6: PROGRAM DEVELOPMENT Down-Payment Assistance- $50,000 1. Unmet Needs Addressed by the Project The 2019 tornado damaged multiple homes throughout the City and within Cole County. The purpose of the program is to assist low-to-moderate-income first-time home buyers with a down payment. In an effort to place more individuals in homes, the down-payment assistance program will aid individuals with purchasing a home within the tornado’s impact route. The program will improve the opportunities for homeownership for Low and Moderate-Income families who were impacted by the tornado. Up to 100% of the down payment may be covered. 2. Anticipated National Objective(s) Low/Mod Housing Benefit (LMH), Low/Mod Housing Benefit, CDFI, or NRSA (LMHSP), and Urgent Need (URG). 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will advertise the Disaster Recovery Down-Payment Assistance Program on the City’s website. The Disaster Recovery Down Payment Assistance Program will be shared with local non-profits, JC Area Board of Realtors, and financial institutions that utilize the City’s existing down payment assistance program. One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 4. Intention to use state policy or develop more restrictive local policy State policy 5 SECTION 6: PROGRAM DEVELOPMENT Homeowner Rehabilitation-$200,000 1. Unmet Needs Addressed by the Project The City is allocating $200,000 for homeowners who are still in need of rehabilitation to their homes in Cole County. The homeowner rehabilitation program will help rebuild the community’s housing stock and avoid the displacement of homeowners due to deterioration by the disaster. Up to $50,000 maximum per housing unit is available. 2. Anticipated National Objective(s) Low/Mod Housing Benefit (LMH), Low/Mod Income (LMI), Low/Mod Housing Benefit, CDFI, or NRSA (LMHSP), and Urgent Need (URG). 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will advertise the Homeowner Rehabilitation Program on the City’s website. The Homeowner Rehabilitation Program will be shared with local non-profits to enable them to share it throughout their organizations. The City will also work with homeowners that are now experience code compliance issues due to tornado damage. One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. Properties must be located in Cole County and a direct tie-back to tornado damage. 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to develop a local policy unless the State adopts a usable policy. 6 SECTION 6: PROGRAM DEVELOPMENT Infrastructure to Support Housing Recovery Efforts and Affordable Housing- $1,000,000 1. Unmet Needs Addressed by the Project During the recovery phase, many sidewalks and roads were destroyed by the heavy equipment used to clean up debris that was left from the tornado. The disaster impacted areas with already aging infrastructure. Residents experienced challenges when building back new structures that are supported by aging infrastructure. The City intends to fund infrastructure projects that will support housing recovery. 2. Anticipated National Objective(s) Low/Mod Area Benefit (LMA), Low/Mod Housing Benefit (LMH), and Urgent Need (URG). 3. Project/Beneficiary Solicitation Methodology Infrastructure projects must support housing recovery and restoration. The City will provide mitigation concerning water/sewer/stormwater, streets, and drainage systems that directly improve the quality of life for all residents and provides a foundation that enables housing recovery in impacted areas. The infrastructure program will be one of the last programs to be launched in order to best provide the service in areas needing the greatest support. 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to develop a local policy unless the State adopts a usable policy. 7 SECTION 6: PROGRAM DEVELOPMENT Public Service- $5,000 1. Unmet Needs Addressed by the Project As a way to complement the down-payment assistance program and the single-family new construction program, the City of Jefferson will contract a housing counseling agency to assist households impacted by the disaster in making informed housing decisions, $750 per beneficiary is available. 2. Anticipated National Objective(s) Low to Moderate Income (LMI), Low/Mod Housing Benefit (LMH), Urgent Need 3. Project/Beneficiary Solicitation Methodology The City of Jefferson will advertise the Housing Counseling Program on the City’s website. Participants of the down-payment assistance program, single-family new construction program, and Homeowner Rehabilitation and Reconstruction Programs are eligible to utilize this program. The Housing Counseling Program will be shared with local non-profits to enable them to share it throughout their organizations. One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. Properties must be located in Cole County. 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 4. Intention to use state policy or develop more restrictive local policy State policy 8 SECTION 6: PROGRAM DEVELOPMENT Planning- $50,000 1. Unmet Needs Addressed by the Project Eligible planning activities include activities that promote mitigation, preparedness, and resilience. Planning projects may also include housing needs analysis. 2. Anticipated National Objective(s) Per DR-4451 Action Plan, page 103, “Planning is presumed to meet a National Objective under the Entitlement Regulations” 3. Project/Beneficiary Solicitation Methodology The City of Jefferson may conduct a planning activity or provide funding to local non-profits for planning document projects. 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to use the State’s policy on Planning. 9 SECTION 6: PROGRAM DEVELOPMENT Local Voluntary Buyout- $0 1. Unmet Needs Addressed by the Project The City of Jefferson is not utilizing this program as it did not experience extensive flooding in 2019. 2. Anticipated National Objective(s) N/A 3. Project/Beneficiary Solicitation Methodology N/A 4. Intention to use state policy or develop more restrictive local policy N/A 10 SECTION 6: PROGRAM DEVELOPMENT Housing Incentive for Replacement Assistance 1. Unmet Needs Addressed by the Project This program will provide temporary relocation assistance for persons that may be displaced due to a CDBG-DR funded program. 2. Anticipated National Objective(s) LMH, LMB, LMHI, and Urgent Need 3. Project/Beneficiary Solicitation Methodology One hundred percent of the beneficiaries will be Low to Moderate Income persons. The City of Jefferson will utilize HUD’s most current Income Guidelines to determine eligibility for this program. Properties must be located in Cole County 2022 HUD Income Guidelines (Effective April 18, 2022) Persons in Household 1 2 3 4 5 Income Limits $46,350 $52,950 $59,550 $66,150 $71,450 4. Intention to use state policy or develop more restrictive local policy The City of Jefferson intends to develop a more restrictive local policy unless the State adopts a usable policy. CDBG-DR 4451 Funds Applicant Cash Funds Applicant In- Kind Funds Other State/ Federal Agency Funds Private Cash Total LMI National Objective Non-LMI National Objective LMI Percentage Acquisition for Demolition Only 200,000.00$ 200,000.00$ SBA, SBS, SBR 0 Construction of New Affordable Housing (for Homeownership)521,928.00$ 521,928.00$ LMH, LMHSP, LMI URG 100 Affordable Multi-family Rental Housing (New Construction or Repair/Rehabilitation)4,700,000.00$ 4,700,000.00$ LMH, LMHSP, LMI 100 Down Payment Assistance 50,000.00$ 50,000.00$ LMH, LMHSP, LMI URG 100 Homeowner Rehabilitation 200,000.00$ 200,000.00$ LMH, LMHSP, LMI URG 100 Local Voluntary Buyout -$ -$ 0 Infrastructure to Support Housing Recovery Efforts and Affordable Housing 1,000,000.00$ 1,000,000.00$ LMA, LMH, LMI URG 51 Housing Incentive for Replacement Assistance 50,000.00$ 50,000.00$ LMHI, LMI URG 75 Housing 6,721,928.00$ -$ -$ -$ -$ 6,721,928.00$ -$ -$ Public Service 5,000.00$ 5,000.00$ -$ -$ 100 Planning 50,000.00$ 50,000.00$ 526 Administration (capped at 4% of project activities)282,372.00$ 282,372.00$ TOTAL 7,059,300.00$ -$ -$ -$ -$ 7,059,300.00$ -$ -$ 90 *Broken formula It is estimated $702,500 will go toward non-LMI national objective; the remaining $6,356,800 will be LMI activities and Admin. Program Budget Activity National Objective Compliance