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2023-02-06 packet
NOTICE OF MEETING AND CITY COUNCIL AGENDA' MONDAY, FEBRUARY 6, 2023 — 6:00 P.M. CITY COUNCIL CHAMBERS — JOHN G. CHRISTY MUNICIPAL BUILDING — 320 E. MCCARTY STREET TO JOIN VIRTUALLY https: //j effersoncity.webex. com/j effersoncity/j .php?MTID=m2442cec200093 7d 14f475 fd718 8905 fc CALL -IN PARTICIPATION AVAILABLE AT: 1-404-397-1516 MEETING NUMBER: 2493 781 5558 MEETING PASSWORD: 1234 TENTATIVE AGENDA PRAYER — Councilmember Hensley PLEDGE OF ALLEGIANCE 1. CALL TO ORDER 2. ROLL CALL 3. ADOPTION OF AGENDA 4. MISCELLANEOUS AGENDA ITEMS 5. PUBLIC HEARINGS 6. APPOINTMENTS BY THE MAYOR a. Consideration of City Administrator's Recommendation for the Appointment of Mr. Clinton Smith as Director of Planning and Protective Services 7. PRESENTATIONS FROM STAFF, CONSULTANTS & INVITED GUESTS a. Financial Update (Shiela Pearre) b. Parking App Update (Matt Morasch) 8. 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 City Council Agenda — February 6, 2023 2 ✓ = Request to suspend rules 9. LINCOLN UNIVERSITY STUDENT REPRESENTATIVE UPDATE 10. 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.) 11. CONSENT AGENDA a. Minutes of City Council Meetings: January 17, 2023 b. Renewing Year 3 Bid 3141 to Mississippi Lime for Wastewater Department's Purchase of Granular Quicklime, Estimated at $231,042 c. Authorizing an Omnia Partners Cooperative Procurement Agreement with Exmark Manufacturing Company for the JC Park's Department, $14,887 Purchase of an Exmark Lazer Z Mower d. e. f. g. Authorizing an Omnia Partners Cooperative Procurement Agreement with The Toro Company for the JC Park's Department, $10,500 Purchase of a Toro Grandstand Mower Authorizing a $38,510 Consulting Services Contract with RKG Assoc. for CDBG Analysis of Impediments to Fair Housing Authorizing Award of Bid IFB4087 to CCIMW, LLC Painting for Walnut Pump Station Protective Coating Project in the Amount of $34,500 Awarding $21,792.70 Sole Source Bid to Black Rain Ordnance and Declaring Certain City Property as Surplus to be used as Trade-in, and Approving the Expenditure to Spend the Trade Amount on the Purchase h. Authorizing Fourth -Year Lease Renewal in the Amount of $67,358.30 with Fischer Grain Farms for Farming of Airport and Wastewater Property 12. BILLS INTRODUCED a. 2022-100 Authorizing a $1,244,046 Design/Build Contract with Burns and McDonnell Engineering Co., Inc. for Biosolids Improvements Project (Fitzwater) Staff: Matt Morasch b. 2022-101 Authorizing a $213,147.32 Contract with InfiniTech for the SAN (Storage Area Network) Project, utilizing a Cooperative Procurement Contract Bid by Midwestern Higher Education Compact (Hensley) Staff: Shiela Pearre c. 2022-102 Authorizing a $325,918 Construction Contract with Don Schnieders Excavating Company, Inc. for the Westview Forcemain Replacement Project 31188 (Fitzwater) Staff: Matt Morasch d. 2022-103 Rezoning 3 acres from M-1 Light Industrial to PUD Planned Unit Development and Approving a Preliminary PUD Plan for property located at 1110 Cedar City Drive (Lester) Staff: Sonny Sanders e. 2022-104 Rezoning 9.09 acres from C-2 General Commercial to RA -2 High Density Residential for property located in the 2200 Block of St. Mary's Boulevard (Lester) Staff: Sonny Sanders f. 2022-105 Approving a PUD Plan Amendment for Property Located at 311 Bolivar Street (Lester) Staff: Sonny Sanders City Council Agenda — February 6, 2023 3 ✓ = Request to suspend rules g. 2022-106 13. BILLS PENDING Approving a Final Subdivision Plat of TC3C Subdivision located in the 1000 Block of Marshall Street and 600 Block of Roland Street (Lester) Staff: Sonny Sanders a. 2022-094 Amending Chapter 19 of the City Code, Schedule 0 (Parking Time Limit Zones) to Match Existing Conditions on E. High St. and Lafayette St. (Wiseman) Staff: Matt Morasch b. 2022-095 Amending Chapter 19 of the City Code, Schedule 0 (Parking Time Limit Zones) by the Modification of 600 Block of E. High St. from 2 -hours to 4 - hours (Wiseman) Staff: Matt Morasch c. 2022-096 Amending Chapter 19 of the City Code, Schedule 0 (Parking Time Limit Zones) by Deletions Next to 1001 W. McCarty St. (Wiseman) Staff: Matt Morasch d. 2022-097 Authorizing a $69,950 Contract with Automotive Technology, Inc. for the Removal of Transit's Existing Lift, Site Preparation, and Installation of New Lift (Fitzwater) Staff: Matt Morasch e. 2022-098 Amending Chapter 17 and 18 of the City Code Related to Marijuana (Schreiber) Staff: Ryan Moehlman f. 2022-099 Approving a Plan for an Industrial Development Project for Scholastic Inc., Authorizing the Issuance of TID Revenue Bonds, Series 2023, in a Principal Amount not to Exceed $44,700,000 (Fitzwater) Staff: Ryan Moehlman 14. INFORMAL CALENDAR a. 2022-090 Amending Chapter 16, Article III, Section 16-31 of the City Code Related to the Commission on Human Relations - Structure of Commission; Quorum; Compensation (Wiseman) Staff: Gail Strope (Expires after March 6th City Council Meeting) 15. RESOLUTIONS a. RS2022-42 Amending and Adopting the Citizen Participation Plan for U.S. Department of Housing and Urban Development Programs (Fitzwater) Staff: Sonny Sanders 16. 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.) 17. COUNCIL AND STAFF DISCUSSION OF PRESENTATION TOPICS 18. NEW BUSINESS 19. APPROVAL OF JANUARY 17, 2023 CLOSED SESSION MINUTES 20. CLOSED SESSION City Council Agenda — February 6, 2023 4 ✓ = Request to suspend rules a. Pursuant to Sec. 610.021 of the Revised Statutes of Missouri, the Chair will entertain a motion to go into Closed Session to discuss the following: i. Attorney Client Privilege [Sec. 610.021(1)] ii. Real Estate [Sec. 610.021(2)] iii. Hiring, Firing, Disciplining, or Promotion of Particular Employees [Sec. 610.021(3)] iv. Sealed Proposals and Negotiated Contracts [Sec. 610.021(12)] 21. UNFINISHED BUSINESS 22. ADJOURN '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 AGENDA' CITY COUNCIL WORK SESSION City of Jefferson, Missouri 320 E. McCarty St. City Council Chambers TUESDAY, FEBRUARY 6, 2023 5:45 P.M. AGENDA 1. Discussion of February 6, 2023 City Council Meeting Agenda Items 2. Adjournment ' 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. Steven S. Crowell, Jr. City Admi ni strator DATE: February 6, 2023 TO: Mayor and City Council FROM: Steven S. Crowell Jr., City Administrate 320 E. McCarty Street Jefferson City, MO 65101 Phone Number: (573) 634-6306 Email: SCrowell a(7�'effersoncitymo.gov l SUBJECT: Recommendation to Appoint Clint Smith as Director of Plan and Protective Services Consistent with Section 5.2 of the City Charter, I am pleased to recommend Clint Smith for consideration as the Director of Planning and Protective Services. The current Director, Sonny Sanders, will be retiring February 16, 2023. Section 5.2 (b) of the City Charter states, "The city administrator shall make recommendations of appointment and removal of department heads for the approval of the Mayor and Council." Mr. Smith currently serves as a Senior Planner with the City of Columbia, Missouri since 2014. Mr. Smith has also served as Community Planner for the City of Naperville, Illinois, and Community Planner for the Village of Oswego, Illinois. Mr. Smith has a Bachelor's degree in Geography from the University of Missouri and has completed coursework towards his Master's degree in Community Planning from the University of Cincinnati. Mr. Smith has also been recognized as a certified Planner through the American Institute of Certified Planners (AICP). If approved by City Council, Mr. Smith"s starting date will be April 3, 2023. Revenue Model Report For the Period Ending December 31, 2022 Data as of January 17, 2023 Description FY 2023 YTD Actual Projected Over/ Budget As of 1/17/2023 (Under) Budget Sales Tax and Use Tax $13,500,000.00 $1,259,616.34 $232,968.27 Intergovernmental Taxes $2,586,000.00 $0.00 ($0.00) Other Taxes $94,000.00 $6,475.20 ($1,338.67) Franchise & Utility Tax $6,287,000.00 $428,858.50 $17,004.98 Property Taxes $5,791,659.76 $510,739.32 ($268,058.57) Charges for Services $3,085,247.19 $1,837,776.06 = ($9,540.36) Fees, Licenses, & Permits $956,105.14 $144,898.88 ($2,744.27) Fines & Forfeitures $406,500.00 $62,548.19 ($6,899.35) $29,822.61 11MR0.04 ontributions/Donations $362,344.33 ther Operating Revenues $90,500.00 $50,347.79 $37,044.12 Interest Income $120,000.00 $0.00 $0.00 Other Non Operating Revenue Operating Transfers In $55,000.00 $0.00 $0.00 $3,023,994.60 $3,005,462.31 $2,021.02 Totals $36,358,351.02 $7,336,545.20 $457.20 This schedule does not reflect variances in budget vs. actual for contributions/donations that have designated reserve accounts. This schedule does not reflect variances in budget vs. actual for grants, as grants are typically reappropriated from year to year until the grant expires. FY2023 Revenue Model Report (Detail) For the Period Ending December 31, 2022 Description Sales Tax and Use Tax Budget Remaining YTD Actual Estimated Revenues Actual & Estimated Projected Over/ Verification As of 1/17/2023 As of 1/17/2023 TOTAL (Under) Budget of Formulas 10-100-400010 Sales Tax $13,500,000.00 $1,259,616.34 $12,473,351.93 $13,732,968.27 $232,968.27 $232,968.27 10-100-400020 Sales Tax Interest 50.00 $0.00 50.00 50.00 50.00 $0.00 $13,500,000.00 $1,259,616.34 $12,473,351.93 $13,732,968.27 $232,968.27 $232,968.27 Intergovernmental Taxes 10-100-401030 Motor Vehicle Sales Tax 5637,000.00 $0.00 5637,000.00 5637,000.00 $0.00 $0.00 10-100-403010 Gasoline Tax $1,299,000.00 $0.00 $1,299,000.00 $1,299,000.00 ($0.00) $0.00 10-100-430080 Road & Bridge Tax 5650,000.00 50.00 5650,000.00 5650,000.00 50.00 50.00 $2,586,000.00 50.00 $2,586,000.00 52,586,000.00 ($0.00) $0.00 Other Taxes 10-100-403020 $94,000.00 $94,000.00 Franchise & Utility Tax 10-100-410020 Electric Utility Lic Tax 54,019,000.00 5265,646.50 53,766,281.27 54,031,927.77 512,927.77 $12,927.77 10-100-410021 Electric Utility -AUDIT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-410030 Gas Utility License Tax 5920,000.00 586,441.91 5859,780.46 5946,222.37 526,222.37 $26,222.37 10-100-410052 Telephone/Cell Utility $1,090,000.00 $76,746.80 $991,112.21 $1,067,859.01 ($22,140.99) ($22,140.99) 10-100-410053 Telephone/Cell Audit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-410060 Cable Franchise Fee 5258,000.00 $23.29 5257,972.55 $257,995.84 (54.16) (54.16) 56,287,000.00 5428,858.50 55,875,146.48 56,304,004.98 517,004.98 517,004.98 Property Taxes 10-100-420010 Current Property Tax $5,053,000.00 $495,829.30 $4,367,479.13 $4,863,308.43 ($189,691.57) (5189,691.57) 10-100-420020 Del Property Tax $60,000.00 $10,958.63 $26,612.32 $37,570.95 ($22,429.05) ($22,429.05) 10-100-420040 Fin Institution Tax $32,000.00 $0.00 $32,000.00 $32,000.00 $0.00 $0.00 10-100-420050 Prop Tax Int & Penalties $31,000.00 $2,809.09 $25,233.53 $28,042.62 ($2,957.38) (52,957.38) 10-100-420055 Surtax Receipts - County Reimb $41,659.76 $0.00 $41,659.76 $41,659.76 $0.00 $0.00 10-100-420060 Surtax Receipts $508,000.00 $1,126.30 $454,902.52 $456,028.82 ($51,971.18) ($51,971.18) 10-100-420080 Special Tax Rev 566,000.00 516.00 564,974.62 564,990.62 (51,009.38) (51,009.38) $5,791,659.76 $510,739.32 $5,012,861.87 55,523,601.19 ($268,058.57) (5268,058.57) Charges for Services 10-100-440010 Admin Charge Backs T $1,638,418.00 $1,639,825.00 = $0.00 $1,639,825.00 $1,407.00 IF $1,407.00 10-100-440050 Emt Reimbursement $25,000.00 $0.00 $25,000.00 $25,000.00 $0.00 $0.00 10-100-440210 Street Cuts $32,000.00 $3,630.00 $27,570.70 $31,200.70 ($799.30) (5799.30) 10-100-440910 Fuel Charge - backs $20,000.00 $0.00 $20,000.00 $20,000.00 $0.00 $0.00 10-100-440920 Parts Charge backs $236,410.00 $46,121.31 $190,293.08 $236,414.39 $4.39 $4.39 10-100-440930 Labor Charge backs $266,590.00 $34,229.25 $226,382.59 $260,611.84 ($5,978.16) ($5,978.16) 10-100-481020 Cole Cty Animal Rescue $127,260.12 $0.00 $127,260.12 $127,260.12 $0.00 $0.00 10-100-481030 Rent City Hall/Annex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481040 Rent Other $12,000.00 $0.00 $12,000.00 $12,000.00 $0.00 $0.00 10-100-481045 Rent -tower Sites $186,000.00 $10,887.44 $179,428.41 $190,315.85 $4,315.85 $4,315.85 10-100-481065 Parking Spot Maintenance $30,000.00 $30,000.00 50.00 $30,000.00 $0.00 $0.00 10-100-481075 Cole Cty 911 Reimb $472,493.07 $69,749.06 $393,744.20 $463,493.26 ($8,999.81) ($8,999.81) 10-100-481080 Sale Of Maps/GIS Data 50.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481085 Cole Cty GIS Joint Coop 515,000.00 52,500.00 512,500.00 515,000.00 50.00 $0.00 10-100-481100 Sale Of Grave Sites $2,919.00 $834.00 $2,594.67 $3,428.67 $509.67 $509.67 10-100-481105 TIF Administration Fee $21,157.00 $0.00 $21,157.00 $21,157.00 $0.00 $0.00 10-100-481110 ong & Short 50.00 50.00 50.00 50.00 50.00 50.00 $3,085,247.19 $1,837,776.06 $1,237,930.77 $3,075,706.83 ($9,540.36) ($9,540.36) Fees, Licenses, & Permits $6,475.20 $6,475.20 $86,186.13 $92,661.33 $86,186.13 $92,661.33 ($1,338.67) ($1,33 10-100-450010 iquor Licenses 578,000.00 5370.00 577,891.96 578,261.96 $261.96 $261.96 10-100-450020 Business Licenses $220,000.00 $66,187.08 $151,642.05 $217,829.13 ($2,170.87) (52,170.87) 10-100-450021 Home Occupation Permit 51,800.00 50.00 51,690.91 51,690.91 (5109.09) ($109.09) 10-100-450040 Abandoned Bldg. Regist. $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-450041 Abandoned Bldg. Admin Fee 58,000.00 59,975.00 (51,975.00) 58,000.00 $0.00 $0.00 10-100-450045 Building Construct. Fees $316,355.14 $25,452.80 $289,689.38 $315,142.18 ($1,212.96) ($1,212.96) 10-100-450050 Electrical Certificates 530,000.00 55,922.00 520,527.46 526,449.46 (53,550.54) (53,550.54) 10-100-450060 Electrical Permits $10,000.00 $492.00 $9,149.17 $9,641.17 (5358.83) ($358.83) 10-100-450070 Plumbing Licenses 512,400.00 52,526.00 59,440.76 511,966.76 (5433.24) ($433.24) 10-100-450080 Plumbing Permits $11,500.00 $3,478.81 $10,651.15 $14,129.96 $2,629.96 52,629.96 10-100-450090 Other Lic & Permits 52,000.00 5486.00 51,418.75 51,904.75 (595.25) ($95.25) 10-100-450091 Day Care lnspection Fees $4,500.00 $2,190.00 $3,604.89 55,794.89 $1,294.89 $1,294.89 10-100-450092 Food Inspection Fees 590,000.00 53,854.25 586,034.27 $89,888.52 ($111.48) (5111.48) 10-100-450100 Curb Cut Permits $1,000.00 $55.00 $812.55 5867.55 ($132.45) (5132.45) 10-100-450110 Board of Adj Fees 51,600.00 5800.00 51,441.98 52,241.98 5641.98 $641.98 10-100-450120 Sign Permits $6,000.00 $1,303.00 $4,939.56 $6,242.56 $242.56 5242.56 10-100-450130 Demolition Permits 53,000.00 5863.00 52,517.91 53,380.91 5380.91 $380.91 FY2023 Revenue Model Report (Detail) For the Period Ending December 31, 2022 Description Budget Remaining YTD Actual Estimated Revenues Actual & Estimated Projected Over/ Verification As of 1/17/2023 As of 1/17/2023 TOTAL (Under) Budget of Formulas 10-100-450150 Acc Rep Fees -police $7,000.00 $1,240.00 $5,701.88 $6,941.88 (558.12) ($58.12) 10-100-450160 Accrpt/blastg P -fire $1,150.00 $54.94 $1,052.78 $1,107.72 ($42.28) ($42.28) 10-100-450170 Animal Redemption Fees $98,000.00 $10,880.00 $84,461.63 $95,341.63 ($2,658.37) (52,658.37) 10-100-450180 Animal Vaccinations Fees $4,000.00 $800.00 $3,424.62 $4,224.62 $224.62 $224.62 10-100-450185 Animal Cremation Fees $35,000.00 $2,683.00 $31,554.27 $34,237.27 ($762.73) ($762.73) 10-100-450186 Animal Boarding Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-450190 Taxi Permits $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-450230 Vacating Right Of Way $0.00 $136.00 $0.00 $136.00 $136.00 5136.00 10-100-450250 Rezoning Request $0.00 $2,325.00 $0.00 $2,325.00 $2,325.00 $2,325.00 10-100-450255 Planning & Zoning Review Fees $13,500.00 $2,825.00 $11,730.11 $14,555.11 $1,055.11 51,055.11 10-100-450260 Non-refundable Plans/spec $1,300.00 $0.00 $1,058.94 $1,058.94 ($241.06) (5241.06) $956,105.14 $144,898.88 $808,461.99 $953,360.87 ($2,744.27) ($2,744.27) Fines & Forfeitures 10-100-460010 10-100-460015 10-100-460018 10-100-460020 10-100-460025 10-100-460030 10-100-460090 10-100-460100 Court Cost Court Restitutions Inmate Security Fund Jail Cost Recovery Alcohol Offense Cost Rec Pol Fines -traffic Parking Fines Bankcard Charges $34,000.00 $0.00 $5,300.00 $200.00 $5,300.00 $330,000.00 $38,000.00 (56,300.00) $406,500.00 $4,886.74 $0.00 $816.37 $0.00 $761.55 $51,533.71 $5,420.00 )$870.181 $62,548.19 $28,056.50 $0.00 $4,371.29 $168.38 $4,646.37 $272,592.47 $32,643.17 (55,425.72) $337,052.46 $32,943.24 $0.00 $5,187.66 $168.38 $5,407.92 $324,126.18 $38,063.17 )$6,295.901 $399,600.65 ($1,056.76) (51,056.76) $0.00 50.00 (5112.34) ($112.34) ($31.62) ($31.62) $107.92 $107.92 ($5,873.82) (55,873.82) $63.17 $63.17 54.10 $4.10 ($6,899.35) ($6,899.35) Contributions/Donations 10-100-480055 JC a v�useum 10-100-480090 Police K-9 Donations 10-100-481055 treet Repair -Solid Waste Cntr 50.00 50.00 5362,344.33 $362,344.33 $0.00 529,822.61 $29,822.61 $0.00 $332,521.76 $332,521.76 • $0.00 $362,344.37 $362,344.37 50.00 dx $0.00 $0.00 50.04 $0.04 $0.04 $0.04 Other Operating Revenues rticipation 50.00 50.00 $0.00 50.00 $0.00 $0.00 10-100-480011 olice Evidence Funds $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481070 Miscellaneous $34,500.00 $10,311.03 $24,018.64 $34,329.67 ($170.33) (5170.33) 10-100-481072 TIF Prof Svcs Deposit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481074 Revenue Share -Purchasing Card $16,000.00 $1,057.43 $15,064.16 $16,121.59 $121.59 $121.59 10-100-481077 Insurance Claims $20,000.00 $38,979.33 $18,113.53 $57,092.86 $37,092.86 $37,092.86 $20,000.00 50.00 $20,000.00 $20,000.00 50.00 $0.00 $90,500.00 $50,347.79 $77,196.33 $127,544.12 $37,044.12 537,044.12 10-100-481 funds Interest Income 10-100-470010 $120,000.00 $0.00 $120,000.00 $120,000.00 50.00 $0.00 $120,000.00 50.00 $120,000.00 5120,000.00 $0.00 $0.00 Other Non Operating Revenue 10-100-485050 ale Of Assets $55,000.00 $0.00 10-100-486020 CapitalContribution-Developer 50.00 $0.00 $55,000.00 $0.00 Operating Transfers In 10-100-490240 rsfr From Lodging Tax $24,700.00 $6,167.71 $20,553.31 $26,721.02 $2,021.02 52,021.02 10-100-490355 Transfer from CIT 'G' $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-490500 Transfer from Public Safety Tax $2,999,294.60 $2,999,294.60 $0.00 $2,999,294.60 $0.00 $0.00 10-100-490630 Transfer from Self Funded Hlth Ins 50.00 50.00 50.00 50.00 50.00 $0.00 $3,023,994.60 $3,005,462.31 20,553.31 53,026,015.62 $2,021.02 $2,021.02 $55,000.00 $55,000.00 $0.00 $0.00 50.00 $0.00 50.00 $0.00 $55,000.00 $55,000.00 $0.00 $0.00 $36,358,351.02 $7,336,545.20 $29,022,263.02 $36,358,808.22 $457.20 $457.20 Revenue Model Report For the Period Ending October 31, 2022 Data as of January 17, 2023 Description FY 2022 YTD Actual Projected Over/ Budget As of 1/17/2023 (Under) Budget Sales Tax and Use Tax $12,521,475.39 $13,687,585.08 $1,166,109.69 Intergovernmental Taxes $2,512,000.00 $2,677,670.80 $165,670.80 Other Taxes $96,000.00 $87,644.52 ($8,355.48) Franchise & Utility Tax $6,450,000.00 $6,465,661.43 $15,661.43 Property Taxes $5,709,659.76 $5,844,743.20 $135,083.44 Charges for Services $3,000,478.08 $3,104,423.78 $103,945.70 Fees, Licenses, & Permits $1,066,437.50 $905,659.24 ($160,778.26) Fines & Forfeitures $580,000.00 $413,558.14 ($166,441.86) Contributions/Donations $383,616.57 $468,401.08 $84,784.51 Other Operating Revenues $164,281.57 $233,629.68 $69,348.11 Interest Income $170,000.00 $270,381.96 $100,381.96 Other Non Operating Revenue $55,000.00 Operating Transfers In $506,431.67 $87,542.06 $32,542.06 $508,951.32 $2,519.65 Totals $33,215,380.54 $34,755,852.29 $1,540,471.75 This schedule does not reflect variances in budget vs. actual for grants, as grants are typically reappropriated from year to year until the grant expires. FY2022 Revenue Model Report (Detail) For the Period Ending October 31, 2022 Description Sales Tax and Use Tax Budget Remaining YTD Actual Estimated Revenues Actual & Estimated Projected Over/ Verification As of 1/17/2023 As of 1/17/2023 TOTAL (Under) Budget of Formulas 10-100-400010 Sales Tax $12,521,475.39 $13,686,812.55 $0.00 $13,686,812.55 $1,165,337.16 $1,165,337.16 10-100-400020 Sales Tax Interest 50.00 $772.53 $0.00 $772.53 5772.53 $772.53 $12,521,475.39 $13,687,585.08 $0.00 $13,687,585.08 $1,166,109.69 $1,166,109.69 Intergovernmental Taxes 10-100-401030 Motor Vehicle Sales Tax $612,000.00 $646,609.69 $0.00 $646,609.69 $34,609.69 $34,609.69 10-100-403010 Gasoline Tax $1,250,000.00 51,389,498.53 $0.00 51,389,498.53 $139,498.53 $139,498.53 10-100-430080 Road & Bridge Tax 5650,000.00 5641,562.58 50.00 5641,562.58 ($8,437.42) ($8,437.42) $2,512,000.00 $2,677,670.80 $0.00 $2,677,670.80 $165,670.80 $165,670.80 Other Taxes 10-100-403020 $96,000.00 $96,000.00 587,644.52 $87,644.52 i 50.00 $87,644.52 $0.00 $87,644.52 Franchise & Utility Tax 10-100-410020 Electric Utility Lic Tax $3,900,000.00 $4,038,091.11 $0.00 $4,038,091.11 $138,091.11 $138,091.11 10-100-410021 Electric Utility -AUDIT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-410030 Gas Utility License Tax $800,000.00 $1,073,987.49 $0.00 $1,073,987.49 $273,987.49 $273,987.49 10-100-410052 Telephone/Cell Utility $1,450,000.00 $1,064,139.99 $0.00 $1,064,139.99 ($385,860.01) ($385,860.01) 10-100-410053 Telephone/Cell Audit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-410060 Cable Franchise Fee 5300,000.00 $289,442.84 50.00 $289,442.84 )$10,557.16) ($10,557.16) $6,450,000.00 $6,465,661.43 $0.00 $6,465,661.43 $15,661.43 $15,661.43 Property Taxes 10-100-420010 Current Property Tax $4,985,000.00 $5,053,033.83 $0.00 $5,053,033.83 $68,033.83 $68,033.83 10-100-420020 Del Property Tax $60,000.00 $50,840.76 $0.00 $50,840.76 ($9,159.24) ($9,159.24) 10-100-420040 Fin Institution Tax $30,000.00 $32,244.53 $0.00 $32,244.53 $2,244.53 $2,244.53 10-100-420050 Prop Tax Int & Penalties $27,000.00 $26,082.77 $0.00 $26,082.77 ($917.23) ($917.23) 10-100-420055 Surtax Receipts - County Reimb $41,659.76 $54,399.28 $0.00 $54,399.28 $12,739.52 $12,739.52 10-100-420060 Surtax Receipts $500,000.00 $506,108.24 $0.00 $506,108.24 $6,108.24 $6,108.24 10-100-420080 Special Tax Rev 566,000.00 5122,033.79 50.00 $122,033.79 556,033.79 $56,033.79 $5,709,659.76 $5,844,743.20 $0.00 $5,844,743.20 $135,083.44 $135,083.44 Charges for Services 10-100-440010 Admin Charge Backs T $1,614,977.00 $1,614,977.00 $0.00 $1,614,977.00 $0.00 1 $0.00 10-100-440050 Emt Reimbursement $25,000.00 $25,000.00 $0.00 $25,000.00 $0.00 $0.00 10-100-440210 Street Cuts $36,000.00 $31,293.50 $0.00 $31,293.50 ($4,706.50) ($4,706.50) 10-100-440910 Fuel Charge - backs $13,000.00 $23,141.92 $0.00 $23,141.92 $10,141.92 $10,141.92 10-100-440920 Parts Charge backs $242,732.58 $282,930.75 $0.00 $282,930.75 $40,198.17 $40,198.17 10-100-440930 Labor Charge backs $273,719.72 $252,391.26 $0.00 $252,391.26 ($21,328.46) ($21,328.46) 10-100-481020 Cole Cty Animal Rescue $116,645.39 $116,645.40 $0.00 $116,645.40 $0.01 $0.01 10-100-481030 Rent City Hall/Annex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481040 Rent Other $12,000.00 $24,000.00 $0.00 $24,000.00 $12,000.00 $12,000.00 10-100-481045 Rent -tower Sites $185,000.00 $248,595.63 $0.00 $248,595.63 $63,595.63 $63,595.63 10-100-481065 Parking Spot Maintenance $25,000.00 $25,000.00 $0.00 $25,000.00 $0.00 $0.00 10-100-481075 Cole Cty 911 Reimb $417,564.39 $415,488.65 $0.00 $415,488.65 ($2,075.74) ($2,075.74) 10-100-481080 Sale Of Maps/GIS Data $0.00 $10.00 $0.00 $10.00 $10.00 $10.00 10-100-481085 Cole Cty GIS Joint Coop 515,000.00 $17,785.00 $0.00 $17,785.00 $2,785.00 $2,785.00 10-100-481100 Sale Of Grave Sites $3,000.00 $2,919.00 $0.00 $2,919.00 ($81.00) ($81.00) 10-100-481105 TIF Administration Fee $20,839.00 $20,839.00 $0.00 $20,839.00 $0.00 $0.00 10-100-481110 ong & Short 50.00 $3,406.67 50.00 $3,406.67 $3,406.67 $3,406.67 $3,000,478.08 $3,104,423.78 $0.00 $3,104,423.78 $103,945.70 $103,945.70 Fees, Licenses, & Permits 10-100-450010 10-100-450020 10-100-450021 10-100-450040 10-100-450041 10-100-450045 10-100-450050 10-100-450060 10-100-450070 10-100-450080 10-100-450090 10-100-450091 10-100-450092 10-100-450100 10-100-450110 10-100-450120 10-100-450130 {iquor Licenses $72,000.00 $74,359.67 $0.00 $74,359.67 $2,359.67 $2,359.67 Business Licenses $220,000.00 $218,927.74 $0.00 $218,927.74 ($1,072.26) ($1,072.26) Home Occupation Permit $2,500.00 $1,815.00 $0.00 $1,815.00 ($685.00) ($685.00) Abandoned Bldg. Regist. $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Abandoned Bldg. Admin Fee $8,000.00 $10,395.00 $0.00 $10,395.00 $2,395.00 $2,395.00 Building Construct. Fees $421,687.50 5254,523.30 $0.00 5254,523.30 ($167,164.20) ($167,164.20) Electrical Certificates $22,000.00 $28,277.00 $0.00 $28,277.00 $6,277.00 $6,277.00 Electrical Permits $5,000.00 $7,432.97 $0.00 $7,432.97 $2,432.97 $2,432.97 Plumbing Licenses $12,400.00 $16,695.00 $0.00 $16,695.00 $4,295.00 $4,295.00 Plumbing Permits $10,000.00 $18,781.12 $0.00 $18,781.12 $8,781.12 $8,781.12 Other Lic & Permits $2,000.00 $3,144.00 $0.00 $3,144.00 $1,144.00 $1,144.00 Day Care Inspection Fees $5,500.00 $3,040.00 $0.00 $3,040.00 ($2,460.00) ($2,460.00) Food Inspection Fees $88,000.00 $90,409.33 $0.00 $90,409.33 $2,409.33 $2,409.33 Curb Cut Permits $1,000.00 51,650.00 $0.00 51,650.00 $650.00 $650.00 Board Of Adj Fees $2,000.00 $3,700.00 $0.00 $3,700.00 $1,700.00 $1,700.00 Sign Permits $6,900.00 $6,701.00 $0.00 $6,701.00 ($199.00) ($199.00) Demolition Permits $3,000.00 $3,709.00 $0.00 $3,709.00 $709.00 $709.00 FY2022 Revenue Model Report (Detail) For the Period Ending October 31, 2022 Description Budget Remaining YTD Actual Estimated Revenues Actual & Estimated Projected Over/ Verification As of 1/17/2023 As of 1/17/2023 TOTAL (Under) Budget of Formulas 10-100-450150 Acc Rep Fees -police $8,000.00 $7,239.80 $0.00 $7,239.80 ($760.20) ($760.20) 10-100-450160 Accrpt/blastg P -fire 51,150.00 5877.31 $0.00 5877.31 ($272.69) ($272.69) 10-100-450170 Animal Redemption Fees $98,000.00 $92,794.00 $0.00 $92,794.00 ($5,206.00) ($5,206.00) 10-100-450180 Animal Vaccinations Fees $5,200.00 54,275.00 $0.00 $4,275.00 ($925.00) ($925.00) 10-100-450185 Animal Cremation Fees $50,000.00 $36,435.00 $0.00 $36,435.00 (513,565.00) ($13,565.00) 10-100-450186 Animal Boarding Fees 50.00 50.00 $0.00 50.00 $0.00 $0.00 10-100-450190 Taxi Permits $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-450230 Vacating Right Of Way $800.00 $463.00 $0.00 $463.00 ($337.00) ($337.00) 10-100-450250 Rezoning Request $0.00 $3,460.00 $0.00 $3,460.00 $3,460.00 $3,460.00 10-100-450255 Planning & Zoning Review Fees $20,000.00 515,475.00 $0.00 515,475.00 ($4,525.00) ($4,525.00) 10-100-450260 Non-refundable Plans/spec 51,300.00 $1,080.00 50.00 $1,080.00 ($220.00) (5220.00) 51,066,437.50 5905,659.24 50.00 5905,659.24 ($160,778.26) ($160,778.26) Fines & Forfeitures 10-100-460010 Court Cost $51,000.00 $31,700.82 $0.00 $31,700.82 ($19,299.18) ($19,299.18) 10-100-460015 Court Restitutions $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-460018 Inmate Security Fund $8,500.00 $5,314.21 $0.00 $5,314.21 ($3,185.79) ($3,185.79) 10-100-460020 Jail Cost Recovery $1,000.00 5157.50 $0.00 $157.50 ($842.50) ($842.50) 10-100-460025 Alcohol Offense Cost Rec $6,000.00 $5,702.65 $0.00 $5,702.65 ($297.35) ($297.35) 10-100-460030 Pol Fines -traffic $490,000.00 $338,972.43 $0.00 $338,972.43 ($151,027.57) ($151,027.57) 10-100-460090 Parking Fines $29,000.00 $38,363.00 $0.00 $38,363.00 $9,363.00 $9,363.00 10-100-460100 Bankcard Charges ($5,500.00) ($6,652.47) 50.00 ($6,652.47) ($1,152.47) ($1,152.47) $580,000.00 $413,558.14 $0.00 $413,558.14 ($166,441.86) ($166,441.86) Contributions/Donations 10-100-480055 Jc ire useum $0.00 1. _ $0.00 10-100-480070 Community Projects Donations $10,828.57 $11,843.57 $0.00 $11,843.57 $1,015.00 $1,015.00 10-100-480080 Dare Donations $0.00 $0.00 50.00 $0.00 $0.00 $0.00 10-100-480090 Police K-9 Donations $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $1,000.00 10-100-480165 Animals Donations $21,000.00 $103,766.53 $0.00 $103,766.53 $82,766.53 582,766.53 10-100-481055 Street Repair -Solid Waste Cntr $351,788.00 $351,790.98 $0.00 $351,790.98 $2.98 $2.98 10-100-481095 Cemetery Donations 50.00 50.00 50.00 50.00 50.00 ,50.00 $383,616.57 $468,401.08 $0.00 $468,401.08 $84,784.51 $84,784.51 Other Operating Revenues 10-100-480010 izen Participation $0.00 50.00 $0.00 50.00 $0.00 $0.00 10-100-480011 olice Evidence Funds $0.00 $74,746.92 $0.00 $74,746.92 $74,746.92 $74,746.92 10-100-481070 Miscellaneous $82,921.21 $50,224.87 $0.00 $50,224.87 ($32,696.34) ($32,696.34) 10-100-481072 TIF Prof Svcs Deposit 50.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-481074 Revenue Share - Purchasing Card 517,000.00 $14,236.76 $0.00 $14,236.76 ($2,763.24) ($2,763.24) 10-100-481077 Insurance Claims $44,360.36 $68,781.72 $0.00 $68,781.72 $24,421.36 $24,421.36 10-100-481078 Cafeteria Refunds $20,000.00 525,639.41 $0.00 525,639.41 $5,639.41 $5,639.41 $164,281.57 $233,629.68 $0.00 $233,629.68 $69,348.11 $69,348.11 Interest Income 10-100-470010 Interest $170,000.00 $270,381.96 $0.00 $270,381.96 5100,381.96 $100,381.96 $170,000.00 5270,381.96 $0.00 5270,381.96 5100,381.96 $100,381.96 Other Non Operating Revenue 10-100-485050 10-100-486020 Sale Of Assets Capital Contribution -Developer $55,000.00 $87,542.06 $0.00 $87,542.06 $32,542.06 $32,542.06 50.00 $0.00 50.00 $0.00 50.00 $0.00 555,000.00 $87,542.06 50.00 $87,542.06 $32,542.06 $32,542.06 Operating Transfers In 10-100-490240 Vrsfr From Lodging Tax $26,400.00 $28,919.65 $0.00 $28,919.65 $2,519.65 $2,519.65 10-100-490355 Transfer from CIT'G' $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 10-100-490500 Transfer from Public Safety Tax $480,031.67 $480,031.67 $0.00 $480,031.67 $0.00 $0.00 10-100-490630 Transfer from Self Funded Hlth Ins 50.00 $0.00 50.00 $0.00 50.00 $0.00 $506,431.67 5508,951.32 $0.00 5508,951.32 $2,519.65 $2,519.65 $33,215,380.54 $34,755,852.29 $0.00 $34,755,852.29 $1,540,471.75 $1,540,471.75 Memo To: Steve Crowell From: Shelby Convery Date: January 6, 2023 Re: Sales Tax Revenues The City received the January 1% Sales Tax in the amount of $1,259,616 which is $232,968 more than projected for December. January overage is $232,968 (1.73%) in the General Fund. 1% General Sales Tax Reporting Receipt Actual Budget Period Period Receipts Projection Variance Nov -22 Jan -23 $1,259,616 $1,026,648 $232,968 Dec -22 Feb -23 $1,120,272 Jan -23 & Oct -Dec 22 Qtrly Mar -23 $1,125,672 Feb -23 Apr -23 $959,706 Mar -23 May -23 $941,216 Apr -23 & Jan -Mar 23 Qtrly Jun -23 $1,289,592 May -23 Jul -23 $1,135,175 Jun -23 Aug -23 $1,147,955 Jul -23 & Apr -June 23 Qtrly Sep -23 $1,270,875 Aug -23 Oct -23 $1,170,133 Sep -23 Nov -23 $1,051,691 Oct -23 & Jul -Sept 23 Qtrly Dec -23 $1,261,065 Total Overage/Shortfall $1,259,616 $13,500,000 $232,968 1/2% Capital Improvement Tax - Sales Tax G & H Reporting Receipt Actual Budget Period Period Receipts Projection Variance Nov -22 Jan -23 $614,170 $ 519,792 $94,378 Dec -22 Feb -23 $ 556,425 Jan -23 & Oct -Dec 22 Qtrly Mar -23 $ 563,512 Feb -23 Apr -23 $ 477,122 Mar -23 May -23 $ 474,411 Apr -23 & Jan -Mar 23 Qtrly Jun -23 $ 641,494 May -23 Jul -23 $ 572,975 Jun -23 Aug -23 $ 577,523 Jul -23 & Apr -June 23 Qtrly Sep -23 $ 636,773 Aug -23 Oct -23 $ 578,954 Sep -23 Nov -23 $ 520,413 Oct -23 & Jul -Sept 23 Qtrly Dec -23 $ 630,606 Total Overage/Shortfall $614,170 $6,750,000 $94,378 1/2% Parks Sales Tax Reporting Receipt Actual Budget Period Period Receipts Projection Variance Nov -22 Jan -23 $614,170 $ 469,739 $144,431 Dec -22 Feb -23 $ 502,835 Jan -23 & Oct -Dec 22 Qtrly Mar -23 $ 509,438 Feb -23 Apr -23 $ 431,180 Mar -23 May -23 $ 428,728 Apr -23 & Jan -Mar 23 Qtrly Jun -23 $ 579,722 May -23 Jul -23 $ 517,610 Jun -23 Aug -23 $ 521,910 Jul -23 & Apr -June 23 Qtrly Sep -23 $ 575,455 Aug -23 Oct -23 $ 523,202 Sep -23 Nov -23 $ 470,300 Oct -23 & Jul -Sept 23 Qtrly Dec -23 $ 569,882 Total Overage/Shortfall $614,170 $6,100,000 $144,431 1/4% Public Safety Tax Reporting Receipt Actual Budget Period Period Receipts Projection Variance Nov -22 Jan -23 $305,603 $ 259,896 $45,707 Dec -22 Feb -23 $ 278,212 Jan -23 & Oct -Dec 22 Qtrly Mar -23 $ 281,756 Feb -23 Apr -23 $ 238,561 Mar -23 May -23 $ 237,206 Apr -23 & Jan -Mar 23 Qtrly Jun -23 $ 320,747 May -23 Jul -23 $ 286,487 Jun -23 Aug -23 $ 288,761 Jul -23 & Apr -June 23 Qtrly Sep -23 $ 318,386 Aug -23 Oct -23 $ 289,477 Sep -23 Nov -23 $ 260,207 Oct -23 & Jul -Sept 23 Qtrly Dec -23 $ 315,303 Total Overage/Shortfall $305,603 $3,375,000 $45,707 City of Jefferson, Mo. - Account Analysis Account Name General Fund Sales Tax Account Number 10-100-400010 Rate: One percent (1%) Receipt Month: JANUARY 2023 REPORTING PERIOD Prior 5 years Monthly RECEIPT PERIOD 2015 2016 2017 2018 2019 2020 2021 2022 2023 Average Nov January 944,619 929,179 1,083,570 884,259 1,071,917 1,049,305 986,180 1,023,976 1,259,616 act. 1,003,128 Dec February 727,437 812,670 806,789 927,290 885,496 942,049 971,262 1,222,207 1,120,272 est. 989,661 Jan & Oct -Dec Qtrly March 1,091,021 1,183,675 1,073,842 1,155,742 1,088,631 1,066,146 1,115,596 1,103,825 1,125,672 est. 1,105,988 Feb April 1,059,943 893,024 843,561 986,714 892,285 949,276 895,779 1,000,444 959,706 est. 944,900 Mar May 618,854 648,305 687,741 709,248 731,421 828,799 861,134 981,749 941,216 est. 822,470 Apr & Jan -Mar Qtrly June 1,045,933 1,119,566 1,000,942 1,042,310 1,126,211 1,093,256 1,297,057 1,227,939 1,289,592 est. 1,157,354 May July 963,280 1,012,207 1,154,051 1,117,038 979,846 1,139,419 1,112,675 1,109,974 1,135,175 est. 1,091,790 Jun August 562,996 661,518 678,636 821,132 770,155 912,996 996,635 1,251,810 1,147,955 est. 950,546 Jul & Apr -Jun Qtrly September 1,185,891 1,197,976 1,143,504 1,129,543 1,262,838 1,228,769 1,224,960 1,263,389 1,270,875 est. 1,221,900 Aug October 918,839 903,829 883,215 879,331 875,539 1,020,452 1,113,777 1,177,321 1,170,133 est. 1,013,284 Sept November 661,849 623,645 615,667 774,337 818,656 856,748 971,814 1,087,375 1,051,691 est. 901,786 Oct & Jul -Sept Qtrly December 1,075,638 1,016,682 1,333,160 1,043,108 1,008,620 1,131,896 1,231,564 1,237,576 1,261,065 est. 1,130,553 Actual to Date $ 10,856,302 $ 11,002,277 $ 11,304,678 $ 11,470,052 $ 11,511,614 $ 12,219,110 $ 12,778,432 $ 13,687,585 $1,259,616 Estimated to Fiscal Year end (based on averages and on Budgeted amount) Total Actual & Estimated Less: Budget Over (Under) Budget YTD Actuals vs. YTD Budget $12,473,352 $13,732,968 $13,500,000 $232,968 14,000,000 13,500,000 - 13,000,000 12,500,000 12,000,000 - 11,500,000 11,000,000 10,500,000 10,000,000 9,500,000 9,000,000 8,500,000 8,000,000 7,500,000 7,000,000 6,500,000 6,000,000 5,500,000 5,000,000 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500.000 12,238,935 13,500, - - 7,244 , 10,017,111 0,741,235 7,598,280 6,463,106 5,173,513 4,232,297 3,272,591 1 259 6161,259,6 2,141,920 1 250,616 1,2 1.259.616 1, 9,616 ■ i ,i���,� 4259.616 ,i.,1c, t_ g woo Al 759.616 ,616 ■ �` ■ 1,D%,648 Nov Dec Jan & Oct -Dec Qtrly Feb Mar Apr&Jan-Mar May Qtrly REPORTING PERIOD Jun Jul &Apr -Jun Qtrly Aug Sept Oct &Jul -Sept Qtrly 00 euctual F,Budget Printed 1/13/2023 City of Jefferson, Mo. - Account Analysis Account Name Capital Imprs Sales Tax Rate: One -Half percent (%%) Receipt Month: JANUARY 2023 Account Number 46-100-400010 Prior 5 years Monthly REPORTING PERIOD RECEIPT PERIOD 2015 2016 2017 2018 2019 2020 2021 2022 2023 Average Nov January 461,560 455,278 525,521 424,160 525,696 513,808 483,288 509,721 614,170 act. 491,335 Dec February 362,597 405,543 402,964 444,476 427,711 458,324 473,674 589,318 556,425 est. 478,700 Jan & Oct -Dec Qtdy March 511,685 563,056 506,597 575,894 527,714 518,493 542,898 534,222 563,512 est. 539,844 Feb April 512,808 431,353 411,020 455,943 430,468 458,553 430,804 480,689 477,122 est. 451,291 Mar May 308,247 322,957 340,162 340,740 351,775 402,202 430,383 475,930 474,411 est. 400,206 Apr & Jan -Mar Qtrly June 496,466 539,529 489,008 508,225 554,062 537,105 626,235 599,274 641,494 est. 564,980 May July 473,120 498,229 559,119 548,625 481,405 560,720 547,153 547,456 572,975 est. 537,072 Jun August 280,733 330,112 338,618 393,512 372,416 443,962 487,128 616,545 577,523 est. 462,713 Jul & Apr -Jun Qtdy September 565,296 570,134 542,457 545,731 615,998 597,489 596,853 619,635 636,773 est. 595,141 Aug October 442,371 435,416 425,493 423,478 421,199 494,618 538,917 567,114 578,954 est. 489,065 Sept November 330,393 310,506 307,281 374,512 395,311 415,079 469,176 525,019 520,413 est. 435,819 Oct & Jul -Sept Qtrly December 515,478 494,218 652,070 510,228 495,454 558,134 604,664 600,044 630,606 est. 553,705 Actual to Date $ 5,260,753 $ 5,356,330 $ 5,500,311 $ 5,545,522 $ 5,599,211 $ 5,958,488 $ 6,231,172 $ 6,664,966 $614,170 Estimated to Fiscal Year end (based on averages and on Budgeted amount) $6,230,208 Total Actual & Estimated $6,844,378 Less: Budget $6,750,000 Over (Under) Budges $94,378 YTD Actuals vs. YTD Budget 7,100,000 6,850,000 6,600,000 6,350,000 6,100,000 5,850,000 5,600,000 5,350,000 5,100,000 4,850,000 4,600,000 4,350,000 4,100,000 3,850,000 3,600,000 3,350,000 3,100,000 2,850,000 2,600,000 2,350,000 2,100,000 1,850,000 1,600,000 1,350,000 1,100,000 850,000 600,000 350,000 100,000 6,750,000 6, .1.9,69g 5,598,981 5,020,027 4.383.254 805,7,1 3,232,756 2,591,262 2.116.851 1,639,728 1,076,217 • "'614 1 61711 61170 rod 170 ran 17n 'y),n 614,170 614,170 614,170 614,170 614,170 Nov Dec Jan & Oct -Dec Feb Mar Apr & Jan -Mar May Jun Jul & Apr -Jun Aug Sept Oct & Jul -Sept atrly atrly atrly atrly REPORTING PERIOD - Actual - Budget Printed 1/13/2023 City of Jefferson, Mo. - Account Analysis Account Name Parks Sales Tax Rate: One -Half percent (%%) Receipt Month: JANUARY 2023 Account Number 21-210-400010 Prior 5 years Monthly REPORTING PERIOD RECEIPT PERIOD 2015 2016 2017 2018 2019 2020 2021 2022 2023 Average Nov January 461,472 455,239 525,521 424,192 525,690 513,808 483,288 509,721 614,170 act. 491,340 Dec February 362,371 405,543 395,217 450,479 427,689 458,324 473,676 589,297 502,835 est. 479,893 Jan & Oct -Dec Qtdy March 511,582 563,039 506,524 577,148 527,588 518,493 542,898 534,624 509,438 est. 540,150 Feb April 512,738 431,353 411,020 457,060 430,459 458,632 430,808 480,688 431,180 est. 451,529 Mar May 308,030 322,957 340,162 340,708 350,479 402,202 430,383 475,930 428,728 est. 399,941 Apr & Jan -Mar Qtrly June 496,386 539,529 489,008 508,266 554,065 537,107 626,235 599,274 579,722 est. 564,989 May July 473,038 498,229 559,115 548,639 481,406 560,720 547,152 547,054 517,610 est. 536,994 Jun August 280,513 330,112 338,470 393,578 372,405 443,965 487,128 616,545 521,910 est. 462,724 Jul & Apr -Jun Qtdy September 565,217 572,847 542,457 545,842 616,012 597,492 596,854 619,635 575,455 est. 595,167 Aug October 442,370 435,416 425,497 423,387 421,199 494,618 538,913 567,114 523,202 est. 489,046 Sept November 330,393 310,506 307,305 374,484 395,311 415,079 469,176 525,019 470,300 est. 435,814 Oct & Jul -Sept Qtrly December 515,368 494,218 652,101 510,220 495,452 558,134 604,664 600,044 569,882 est. 553,703 Actual to Date $ 5,259,477 $ 5,358,988 $ 5,492,397 $ 5,554,002 $ 5,597,755 $ 5,958,575 $ 6,231,173 $ 6,664,945 $614,170 Estimated to Fiscal Year end (based on averages and on Budgeted amount) $5,630,261 Total Actual & Estimated $6,244,431 Less: Budget $6,100,000 Over (Under) Budges $144,431 YTD Actuals vs. YTD Budget 6,600,000 6,350,000 6,100,000 5,850,000 5,600,000 5,350,000 5,100,000 4,850,000 4,600,000 4,350,000 4,100,000 3,850,000 3,600,000 3,350,000 3,100,000 2,850,000 2,600,000 2,350,000 2,100,000 1,850,000 1,600,000 1,350,000 1,100,000 850,000 600,000 350,000 100,000 6,100,000 5,530,118 5,059,818 4.536.616 3,961 161 8A39,2°1 2,341,920 1.482 012 • 614,17 .4,1 0 614,170 469,739 61,170 j14170 64,170 614,170 ■ 64,170 61 170 614,170 ■ 614,170 Nov Dec Jan & Oct -Dec Feb Mar Apr & Jan -Mar May Qtrly Qtrly REPORTING PERIOD Jun Jul&Apr-Jun Aug Qtrly Sept Oct&Jul-Sept Qtrly --Actual --Budget Pbnted 1/13/2023 City of Jefferson, Mo. - Account Analysis Account Name Public Safety Account Number 55-100-400010 Rate: One -Quarter percent (1/4%) Receipt Month: JANUARY 2023 REPORTING PERIOD RECEIPT PERIOD 2022 2023 Nov January 0.00 305,603 act. Dec February 0.00 278,212 est. Jan & Oct -Dec Qtrly March 0.00 281,756 est. Feb April 0.00 238,561 est. Mar May 0.00 237,206 est. Apr & Jan -Mar Qtrly June 194,548.64 320,747 est. May July 239,893.32 286,487 est. Jun August 303,285.52 288,761 est. Jul & Apr -Jun Qtrly September 308,722.21 318,386 est. Aug October 281,012.20 289,477 est. Sept November 259,718.13 260,207 est. Oct & Jul -Sept Qtrly December 297,156.18 315,303 est. Actual to Date $1,884,336 $305,603 Estimated to Fiscal Year end (based on averages and on Budgeted amount) $3,115,104 Total Actual & Estimated Less: Estimated Revenue Over (Under) Budget 3,600,000 3,350,000 3,100,000 2,850,000 2,600,000 2,350,000 2,100,000 1,850,000 1,600,000 1,350,000 1,100,000 850,000 600,000 350,000 100,000 $3,420,707 $3,375,000 $45,707 YTD Actuals vs. YTD Budget 3,37F. 3,059,697 2,799,490 2,510,013 2,191,627 1,902 866 l,blb,3 1,295,631 1,058,425 819,864 305,60 3305 538,108 1(15,g(1/ 305.603 anSsn 5 F,a 3 305,603 305,603 305 603 305,603 305,603 259,896 • • �' ` ,L03 • • • • • • Nov Dec Jan & Oct -Dec Qtrly Feb Mar Apr&Jan-Mar May Qtrly REPORTING PERIOD Jun Jul &Apr -Jun Qtrly Aug Sept Oct &Jul -Sept Qtrly 000 tActual ' Budget Printed 1/13/2023 CITY OF JEFFERSON FISCAL YEAR 2022 - 2023 ESTIMATED FUND BALANCE FYE2021 UNASSIGNED FUND BALANCE (Audited) $ 8,791,173.00 FYE2022 GENERAL FUND ACTIVITY (as of 1/17/2023) Unaudited FY2022 Total General Fund Revenues LESS: Unaudited FY2022 Total General Fund Expenditures Change in committed/restricted/assigned at FYE from prior fiscal year to current fiscal year FYE2022 UNASSIGNED FUND BALANCE (ESTIMATED - UNAUDITED) Reappropriations from FY2022 to FY2023 Repair & Repaint Recycling Bins Ammunition and Firearms Supplies Remainder of Evergreen Study Funds - Ordinance 16210 Remainder of Capitol Ave Demo & Acquisition Funds - Ordinance 16216 Finance Color Printer - ordered in FY22 and not received Remaining Mo American Water grant funds - received in advance Remainder of Demo Funds - Ordinance 16145 Contractual obligation from Allied contract Future Fire Stations Fire Station 4 Rehab Downtown Streetscape Ongoing Infrastructure/Facility Needs MSP - EDA Grant matching portion $ 37,716,686.10 $ (37,696,956.32) $ (678,807.00) $ (659,077.22) $ 8,132,095.78 $ (9,615.52) $ (13,136.25) $ (9,500.00) $ (451,560.76) $ (4,210.45) $ (2,400.00) $ (63,433.60) $ (18,000.00) $ (6,000.00) $ (992.53) $ (800.00) $ (5,700.06) $ (1,599,595.00) $ (2,184,944.17) 2023 Adjustments/Supplementals (Does not include other "Reserve" accounts as they are not "Unassigned" fund balance) FY2023 Supplemental Appropriations: FYE2023 ESTIMATED Unassigned Fund Balance $ 5,947,151.61 FYE2023 ESTIMATED Fund Balance % of Adopted Budget 15.65% 17% of FY2023 Adopted Budget ($37,996,179) = $6,459,350 February 6th, 2023 Weathered Rock Veterinary Clinic 2224 Weathered Rock Rd Jefferson City MO 65101 Dr. Ashley French Dr. Jessica Greene Dr. Emily Ruesch 573-634-2223 To Jefferson City Council Members, My name is Dr. Ashley French, and I am a small animal veterinarian in Jefferson City at Weathered Rock Veterinary Clinic. I am here because I have become aware of a group in Jefferson City that is training dogs to bite people. The dog training group called the "Smokin Guns Working Dog Club" teaches dogs to bite people as well as teaches obedience, agility and offers good citizen certifications. They routinely use JC parks as their training location. There are no restrictions on who can train or attend. (6631 Rosebud Rd. Versailles, MO 65084 573-378-3440) https://www.smokingunswdc.com/ Their public Facebook page has many pictures and videos of them practicing bite training at city parks. Most of the training is scheduled on Saturdays from 8-10 am at the North Jefferson Recreation Area or Riverside Park. Both parks also have nearby ball fields and playgrounds for children. https://www.facebook.com/smokinGunsWDC/ Dog bites are not unusual in Jeff City. The JC Animal Control has a record of 22 reported bites in 2022 averaging more than 2 a month. Per ABC 17 News, on May 12, 2022 on Mesa Ave in Jeff City a resident was attacked by pitbulls. He was opening his garage door when three pitbulls ran inside and bit him. He beat the dogs with a hammer to escape. His leg was severely damaged, and he broke several fingers. He went for treatment at University Hospital and had surgery for 4 hours to repair his leg. The dogs were not identified and have not been found. https://abc17news.com/news/2022/05/12/jefferson-city-man-suffers-injuries-after-being-attacked -by-pit-bulls/ On December 13, 2022 a JC police officer was arresting a suspect for narcotics possession. The suspect told her two dogs to attack. The officer was bitten multiple times on the legs and arms. The officer shot the dog (through the jaw) and waited for backup to arrest the suspect. Animal control still has these two dogs in holding at the shelter awaiting a court date. The injured dog has healed. https://abc17news.com/news/crime/2022/12/13/jefferson-city-police-say-officer-attacked-by-dog s/ A few quick facts about dog bites from the American Veterinary Medical Association: Nationally, 4.5 million dog bites are reported a year. More than 800,000 require medical attention (CDC). Children under 12 are the most common victims (about 1/2 of all victims). Children and the elderly are much more likely to be seriously injured or killed by bites. The Task Force on Canine Aggression and Human -Canine Interactions from the AVMA called "A Community Approach to Dog Bite Prevention" States, https://www.avma.org/sites/default/files/2020-03/dogbite.pdf "Dog bites are a serious public health problem that inflicts considerable physical and emotional damage on victims and incurs immeasurable hidden costs to communities. Bites have been tolerated as a job -related hazard for utility and postal workers, but for many communities the problem may be more encompassing. Reducing the incidence of dog bites requires the cooperation of many groups, including animal control agencies, the human and veterinary medical communities and educators, departments of health and the local governmental authority. Individuals, agencies or organizations that come into contact with or are aware of a dangerous dog or risky situation should provide this information. A well resourced animal control agency is vital for public health and safety within any community. A note of caution, the terms animal behaviorist or animal psychologist are often used by individuals who do not have strong scientific backgrounds but who want to work with problem dogs. There is no method to evaluate the competence of these individuals, and they may be more harmful than helpful to a community's efforts. Dog trainers are a diverse group of individuals with no uniformly recognized credentialing body or measures of competence. Although there are many good dog trainers, there are also trainers that use inappropriate methods of behavioral modification that can negatively affect a dog's behavior, making the dog more dangerous to the owner and community. Dog bite injuries have negative repercussions for dogs as well as people, and humane society/animal shelter/rescue group personnel must deal with these issues. Dogs causing severe injuries may be brought to humane facilities for rabies quarantine or euthanasia. Children's natural behaviors, including running, yelling, grabbing, hitting, quick and darting movements, and maintaining eye contact, put them at risk for dog bite injuries. Proximity of a child's face to the dog also increases the likelihood that facial injuries will occur. " My Concerns are the Smokin Guns Working Dog Club is teaching biting to dogs in city limits and in city parks putting the public and the dogs at risk. My initial concerns were sent to JC parks, JC police, the JC Animal Shelter, area veterinarians and the Associate JC Attorney Dustin Birch on November 3rd in 2022. JC police were sympathetic, and did two drive -by inspections of the training. However, they said there was nothing illegal and therefore, nothing they could do about it. Dustin said he thought that they had stopped using parks for training as they did not have a permit. This is not the case as there have been many training sessions in city parks since. A cease and desist letter was sent at the end of January when the November request for a parks permit failed to result in stopping the training. After the cease and desist order they have continued bite training at the count fairgrounds in Versailles on February 4th. These dogs are let off leash during training and have no identifying labeling that they are trained to bite. The Anti -Cruelty Society has resources for decreasing bites by recognizing and lowering dogs' anxiety and aggressive behaviors. I am concerned that bite training is a canine welfare concern not only due to the possibility that if a dog bites a person he is often euthanized or surrendered to a shelter, but that this type of training is increasing aggressiveness and anxiety in dogs. Per https://anticruelty.org/pet-library/animal-safety-and-bite-prevention, "Education and responsible pet ownership are the keys to preventing animal bites. To reduce the chance of you or your child being bitten by an animal, make sure that you both know the basics of canine body language and how to behave appropriately around animals. Understanding canine body language and recognizing when a dog is feeling uncomfortable, fearful, threatened, or aggressive is critical in preventing animal bites. Do not approach an animal that is showing any of these signs. Even the slightest bit of aggression, fear, or anxiety can cause an animal to bite. Be mindful that a wagging tail or a crouching body does not always mean friendliness." In closing my peers Dr. Jessica Greene and Dr. Emily Ruesch and I are requesting your help in stopping bite training of dogs in Jefferson City. We are not sure of the best course of action, but appreciate your help. We look forward to working with you moving forward. Sincerely, Dr. Ashley French Dr. Jessica Greene Dr. Emily Ruesch Weathered Rock Vet Clinic 573-634-2223 DVMFrench@gmail.com CITY COUNCIL "PRE -MEETING" WORK SESSION, JANUARY 17, 2023 CALL TO ORDER Mayor Carrie Tergin called the January 17, 2023 City Council "Pre -Meeting" to order at 5:47 P.M. to review the agenda. ATTENDANCE The following Councilmembers were present when the meeting convened: Present: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Ward, and Wiseman* Absent: Spencer and Spicer *Participated via WebEx DISCUSSION OF AGENDA ITEMS Councilmember Spencer will lead the prayer. Public Hearing - City Staff presented their pending bill. Appointments by the Mayor - Gail Strope, Human Resources Director will present the recommended appointments. Presentations from Staff, Consultants & Invited Guests - Evergreen will present their salary study. Bills Introduced - City Staff presented their introduced bills. Bills Pending - City Staff presented their pending bills. Resolutions - City Staff presented their resolutions. Closed Session - A closed session is scheduled on tonight's agenda. Councilmember Spencer arrived at 5:58 P.M. ADJOURNMENT The meeting adjourned at 5:59 P.M. 1 REGULAR COUNCIL MEETING, JANUARY 17, 2023 CALL TO ORDER Mayor Carrie Tergin called the January 17, 2023 City Council meeting to order at 6:03 P.M. ROLL CALL The following Councilmembers were present for roll -call: Present: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman* Absent: Spicer *Participated via WebEx ADOPTION OF THE AGENDA Councilmember Schreiber motioned and Councilmember Ward seconded the motion to adopt the agenda. The motion passed unanimously by voice -vote. MISCELLANEOUS AGENDA ITEMS There were no miscellaneous agenda items at this time. PUBLIC HEARINGS a. Amending Chapter 34, Article III, Section 34-27 of the City Code Related to Transit System Fares i. Associated Pending Bill 2022-093 (Fitzwater) Staff: Matt Morasch A Staff presentation was made by Matt Morasch, Public Works Director. There being no one to speak on the bill, Mayor Tergin declared the evidentiary portion of the public hearing concluded. 2022-093 sponsored by Councilmember Fitzwater AN ORDINANCE AMENDING THE CODE OF THE CITY OF JEFFERSON, MISSOURI, PERTAINING TO TRANSIT SYSTEM FARES. Bill 2022-093 was read third time by title, placed on final passage, and passed by the following roll -call vote as Ordinance 16305. Aye: Fitzwater, Hensley, Schreiber, Spencer, Ward, and Wiseman Nay: Deeken, Kemna, Lester Absent: Spicer APPOINTMENTS BY THE MAYOR Human Resources Director Gail Strope presented the recommended appointments to the following boards and commissions: 2 REGULAR COUNCIL MEETING, JANUARY 17, 2023 Board or Commission Recommended Appointment New Term Expires Term Full/Partial Police Personnel Board Pete Fleischmann Jan 2026 Full Troy Pinkerton Jan 2026 Full Stacey Backues* Jan 2026 Full Public Transit Advisory Committee Angela Hirsch Jan 2027 Full Enjoli Dixon Jan 2027 Full Joshua Hale Jan 2027 Full *Requires 2/3 Majority Vote Councilmember Lester motioned and Councilmember Ward seconded the motion to approve the above recommended appointments. The motion passed unanimously. PRESENTATIONS FROM THE GALLERY ON SPECIFIC BILLS OR RESOLUTIONS In consideration of time and the potential lengthiness of the Evergreen Salary Study Presentation, Mayor Tergin requested this item and the Lincoln University Student Representative Update be taken up at this time. There was no objection by City Council. Mel Kallal spoke against MoDOT's proposed Hwy 54/63 study recommendation to remove the Hwy W ramp. He also spoke against proposed electronic parking meters. LINCOLN UNIVERSITY STUDENT REPRESENTATIVE UPDATE Octavia Ailsworth made the following announcements: • 1st day of Spring Semester: Tuesday, January 17th is the first day of the spring semester. This week will be filled with many events to welcome new and returning students back to campus. • Farmers Market: The Farmers Market will be held Saturday, January 21St. The LU Winter/Spring Indoor Farmers Market is held the 1st and 3rd Saturday of the month from 9 A.M. -11 A.M. at 900 Leslie Blvd., Suite B, Lorenzo Green Hall. • Alpha Phi Alpha Coat Drive: Alpha Phi Alpha Fraternity Inc. is still collecting new or gently used coats of all sizes until January 23rd for distribution on January 25th The collection sites are Kool Runnings at 226 E Dunklin Street and Dawson Learning Center, Dawson Hall, 711 Lee Drive. • Founders Day Convocation: Lincoln University would like to invite everyone to our Founders' Day Convocation. Founders' Day celebrates Lincoln's years of education service. This will be held on February 9th from 11 A.M. -12 P.M. at Mitchell Auditorium, Richardson Fine Arts Center. • Lincoln's Birthday Observance: Lincoln's Birthday Observance is on February 10th HISTORIC FOOT DISTRICT - GLOVER BROWN Councilmember Spencer requested Glover Brown be recognized for the recently passed Historic Foot District. Mr. Brown was unable to attend the meeting when the resolution passed, but he was able to attend this meeting. There was no objection. Mr Brown thanked the City Council and Staff who made the Historic Foot District possible. He 3 REGULAR COUNCIL MEETING, JANUARY 17, 2023 specifically thanked Councilmember Ward and City Neighborhood Services Manager, Rachel Senzee. PRESENTATIONS FROM STAFF, CONSULTANTS & INVITED GUESTS Mark Holcombe, Evergreen Project Manager presented the Evergreen Salary Study. There was discussion between City Council, Mr. Holcombe and City Staff. Mayor Tergin and City Administrator Steve Crowell recommended City Council move forward in the implementation of Evergreen's salary recommendations in the near future. ANNOUNCEMENTS BY MAYOR, COUNCIL, AND STAFF City Council committee announcements: • Committee on Administration — The next meeting is scheduled for February 1st, 7:30 A.M. in the Boone -Bancroft Room. • Finance Committee — The January meeting has been cancelled. • Public Safety Committee — The next scheduled meeting is February 26th, 7:30 A.M. in the Police Training Room. • Public Works & Planning Committee —The next meeting is February 9th, 7:30 A.M. in the Boone -Bancroft Room. Mayor announcements: • The NAACP hosted their annual Martin Luther King, Jr. Day breakfast. Councilmembers Fitzwater, Lester, Spencer, and Deeken, along with City Administrator Steve Crowell and Police Chief Eric Wilde all attended. Mayor Tergin was out of town. CONSENT AGENDA a. Minutes of City Council Meetings: January 3, 2023 Councilmember Ward motioned and Councilmember Lester seconded the motion to approve the above item on the Consent Agenda. The motion passed unanimously. BILLS INTRODUCED 2022-094 sponsored by Councilmember Wiseman AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), TO MATCH EXISTING CONDITIONS ON EAST HIGH STREET AND LAFAYETTE STREET. 2022-095 sponsored by Councilmember Wiseman AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), BY THE MODIFICATION OF THE 600 BLOCK OF EAST HIGH STREET, FROM 2 HOUR (SECTION E) to 4 HOUR (SECTION F). 4 REGULAR COUNCIL MEETING, JANUARY 17, 2023 2022-096 sponsored by Councilmember Wiseman AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), BY DELETIONS NEXT TO 1001 WEST MCCARTY STREET. 2022-097 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), BY DELETIONS NEXT TO 1001 WEST MCCARTY STREET. 2022-098 sponsored by Councilmember Schreiber AN ORDINANCE AMENDING AND ENACTING REGUALTION REGARDING MARIJUANA. 2022-099 sponsored by Councilmember Fitzwater AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR SCHOLASTIC INC.; AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE ITS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (SCHOLASTIC INC. PROJECT), SERIES 2023, IN A PRINCIPAL AMOUNT NOT TO EXCEED $44,700,000 TO FINANCE THE COSTS OF SUCH PROJECT; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS. BILLS PENDING 2022-090 sponsored by Councilmember Wiseman AN ORDINANCE AMENDING CHAPTER 16, ARTICLE I II, SECTION 16-31 OF THE CITY CODE RELATED TO THE COMMISSION ON HUMAN RELATIONS - STRUCTURE OF COMMISSION; QUORUM; COMPENSATION. The bill was third read by title. Gail Strope, Human Resources Director presented the bill. Councilmember Spencer requested a copy of applicants for the Human Relations Commission. After discussion between the Mayor, City Council, and Staff, the sponsor of the bill, Councilmember Wiseman placed the bill on the informal calendar. 2022-091 sponsored by Councilmember Lester AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, ACCEPTING AND APPROVING THE FINAL SUBDIVISION PLAT OF EMILY LANE SUBDIVISION SECTION THREE, A SUBDIVISION OF THE CITY OF JEFFERSON, MISSOURI. Bill 2022-091 was read third time by title, placed on final passage, and passed by the following roll -call vote as Ordinance 16306: 5 REGULAR COUNCIL MEETING, JANUARY 17, 2023 Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Nay: None Absent: Spicer 2022-092 sponsored by Councilmember Fitzwater AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH BARTLETT AND WEST, IN THE AMOUNT OF $190,500.00 FOR THE CONCEPTUAL DESIGN OF THE HIGH STREET VIADUCT. Bill 2022-092 was read third time by title, placed on final passage, and passed by the following roll -call vote as Ordinance 16307: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Nay: None Absent: Spicer 2022-093 Taken Up Under Public Hearings INFORMAL CALENDAR There was nothing on the informal calendar at this time. RESOLUTIONS RS2022-40 sponsored by Councilmember Fitzwater A RESOLUTION AUTHORIZING THE CITY OF JEFFERSON TO APPLY FOR A TRANSPORTATION ALTERNATIVES PROGRAM (TAP) GRANT Matt Morasch, Director of Public Works, presented the resolution. Councilmember Kemna motioned to adopt RS2022-40. Councilmember Schreiber seconded the motion. The motion passed by the following roll -call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Nay: None Absent: Spicer RS2022-41 sponsored by Councilmember Fitzwater A RESOLUTION AUTHORIZING THE CITY OF JEFFERSON TO APPLY FOR A TRANSPORTATION ALTERNATIVES PROGRAM (TAP) GRANT Matt Morasch, Director of Public Works, presented the resolution. 6 REGULAR COUNCIL MEETING, JANUARY 17, 2023 Councilmember Fitzwater motioned to adopt RS2022-41. Councilmember Spencer seconded the motion. The motion passed by the following roll -call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Nay: None Absent: Spicer 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 There was no new business at this time. APPROVAL OF JANUARY 3, 2023 CLOSED SESSION MINUTES Councilmember Schreiber motioned, and Councilmember Lester seconded the motion to approve the January 3, 2023 Closed Session Minutes. The motion passed by the following roll -call vote: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, and Ward Nay: None Absent: Spicer and Wiseman* *Councilmember Wiseman's WebEx connection was disrupted. 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: i. Attorney Client Privilege [Sec. 610.021(1)] ii. Real Estate [Sec. 610.021(2)] iii . Sealed Proposals and Negotiated Contracts [Sec. 610.021(12)] A motion was made by Councilmember Kemna to go into Closed Session for the above - stated reasons, seconded by Councilmember Ward and approved by the following roll -call vote at 7:43 P.M.: Aye: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Nay: None Absent: Spicer 7 REGULAR COUNCIL MEETING, JANUARY 17, 2023 RECONVENE IN OPEN SESSION Following the Closed Session, the City Council reconvened in Open Session at 10:00 P.M. with the following Councilmembers present: Present: Deeken, Fitzwater, Hensley, Kemna, Lester, Schreiber, Spencer, Ward, and Wiseman Absent: Spicer UNFINISHED BUSINESS There was no unfinished business at this time. ADJOURNMENT A motion to adjourn was made by Councilmember Schreiber, seconded by Councilmember Kemna, and approved unanimously at 10:01 P.M. CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item B SUBJECT: Bid 3141 — Granular Quicklime by Mississippi LimeLSt. Louis, Missouri DATE CONSIDERED: February 6, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff recommends renewing the bid be awarded to Mississippi Lime of St. Louis, Missouri for the granular quicklime. Mississippi Lime was the second lowest bid. Awarding to the lowest bid, Arkansas Lime, would have cost the City more because there would have been a need to add additional chemicals, and their certification level was only at 85% when the bid called for 95%. This is the final renewal option. The estimated cost for the second year is $231,042.00. The funds will come from the Wastewater Chemical account 64-670-514020. PAST PERFORMANCE: This vendor has provided product as specified and bid in the past. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid3141 — Granular Quicklime Public Works, Wastewater Division — Opened October 22, 2020 RECOMMENDATION: Staff recommends the renewing the award of bid 3141 for granular quicklime to Mississippi Lime, St Louis, Missouri. The estimated cost for the third year is $231,042. Mississippi Lime was the second lowest bid. It was determined to award to Mississippi Lime because awarding to Arkansas Lime would have cost the City more because there would have been a need to add additional chemicals and their certification level was only at 85% when the bid called for 95%. This is the final renewal option. BIDS RECEIVED: Arkansas Lime, Dallas TX Mississippi Lime, St Louis, MO Lhoist North America, Ste. Genevieve, MO FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 64-670-514020 Chemicals — Wastewater Fund $480,000.00 $65,285.95 $231,042.00 $183,672.05 Bid Total $231,042.00 ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: Purc. sing Agent ' 1/20/23 City of Jefferson, Missouri Tabulation of Bids Bid Number: 3141 Subject: Granular Quicklime Dept: Wastewater Arkansas Lime Co. Dallas, TX Mississippi Lime St. Louis, MO Lhoist North America Ste. Genevieve, MO Date: 10-22-20 PAGE 1 ITEM Est Qty Unit Price Total Price Unit Price Total Price Unit Price Total Price YEAR ONE --2021 700 $234.35 $164,045.00 $242.95 $170,065.00 $255.00 $178,500.00 YEAR TWO -2022 700 $239.00 $167,300.00 $250.08 $175,056.00 NO BID YEAR THREE -2023 700 $245.00 $171,500.00 257.48 180236 NO BID Total Bid All Three Years $502,845.00 $525,357.00 $178,500.00 Delivery Time Required ARO 24 hours 3 Days 24-48 Hours Discount for prompt payment 0%/30 days 0%130 days NIA Prices in this bid firm for 30 days 45 days 45 Days Items bid made in US YES YES YES Represent Disadvantaged Bus. NO NO NO Represent Woman -Owned Bus. NO NO NO Agree to coop by Cole County NO NO YES Agree to coop by Housing Authority NO NO YES Tabulations to karenhoagland@uslm.com sales@mlc.com Kelly. Heile(e�Lhoist.com F co SiL 604.5 oZzev%_%6a Ay) >~ ,m,1,II Co5i_ ,'is 330. 06, 712v,- ,per- 2n /', 7_4- (116,--r-15 es a--1,- ri1. 5 ,f) --/.7-4 P rOY2orsti/ f? From: paniel Olsenfuss To: Vauohan. Craiq Subject: FW: B3141-Renewai Letter Date: Thursday, December 8, 2022 11:34:55 AM Attachments: $3141 -Renewal Letter.doat 2023 Price Letter - FINAL.odf Craig we are able to renew for 2023 at a delivered price of $330.06 per ton, not at $278.10. Attached is a letter for information. Thank you, Daniel J. Okenfuss Mississippi Lime Company 314 288 8928 Cell 314 543 6348 Office 314 543 6548 Fax From: Vaughan, Craig <CVaughan@jeffersoncitymo.gov> Sent: Thursday, December 8, 2022 10:37 AM To: Daniel Okenfuss J <DJOkenfuss@MLC.com> Subject: B3141 -Renewal Letter CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. have attached a renewal letter for agreement B3141. Please sign and return at your convenience. Let me know if you have any questions. Per our last conversation 1 have the pricing at $278.10 per ton for the 2023 year. Let me know if this is still correct. Craig Vaughan Purchasing Technician Tel: 573-634-6324 Fax: 573-634-6329 City of Jefferson %M[SSISSIPPI® � LIME Discovering what's possible with calcium 2023 Price Increase Notification November 30, 2022 Dear Valued Customer, Effective January I, 2023, Mississippi Lime Company ("MLC") will increase prices for Quicklime, Hydrated Lime, Dolomitic Lime, Specialty, and Calcium Carbonate products up to 35%, subject to contractual obligations. The significant cost drivers that impacted MLC during 2022 continue to add upward pressure on operating costs as we move into 2023. Energy, labor, freight, and materials are creating significant cost pressures in the market and to MLC directly, despite strong measures taken by MLC to mitigate the impact of these increases. Critical inbound and outbound challenges have also driven higher costs, as MLC has had to make necessary changes to strengthen our supply chain and ensure that it can continue to be a dependable supplier, trusted to consistently deliver the high -quality products upon which our customers rely. If you have any questions, please contact your regional sales manager. Thank you for your business, and we look forward to continuing to serve you. integrity • Customer Satisfaction • Operation! Excellence • Sustainability • Our Responsibility to Each Other www.mlc.com Mississippi Lime Company, 3870 S. Lindbergh Blvd. Ste. 200, St. Louis, MO 63127 800.437.5463 From: fiaenchen. Clara To: Vaughan. Craig Subject: RE: 83141 -Renewal Letter Date: Thursday, December 8, 2022 1:21:21 PM Please proceed, what are we paying currently? From: Vaughan, Craig <CVaughan@jeffersoncitymo.gov> Sent: Thursday, December 8, 2022 11:38 AM To: Haenchen, Clara <CHaenchen@jeffersoncitymo.gov> Subject: FW: B3141 -Renewal Letter This is the response 1 received from Mississippi Lime. There is a substantial price increase once again. Let me know how you would like to proceed. Craig Vaughan Purchasing Technician Tel: 573-634-6324 Fax: 573-634-6329 City of Jefferson From: Daniel Okenfuss J <DJOkenfussPMLC.cor > Sent: Thursday, December 8, 2022 11:35 AM To: Vaughan, Craig <CVauuhanPjeffersoncitvmo.gov> Subject: FW: B3141 -Renewal Letter Craig we are able to renew for 2023 at a delivered price of $330.06 per ton, not at $278.10. Attached is a letter for information. Thank you, Daniel j. Okenfuss Mississippi Lime Company 314 288 8928 Ce11 314 543 6348 Office 314 543 6548 Fax From: Vaughan, Craig <CVaughan( ieffersoncitymo.eov> Sent: Thursday, December 8, 2022 10:37 AM To: Daniel Okenfuss J <DJOkenfussPMLC.com> Subject: B3141 -Renewal Letter CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. I have attached a renewal letter for agreement B3141. Please sign and return at your convenience. Let me know if you have any questions. Per our last conversation I have the pricing at $278.10 per ton for the 2023 year. Let me know if this is still correct. Craig Vaughan Purchasing Technician Tel: 573-634-6324 Fax: 573-634-6329 City of Jefferson CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item C SUBJECT: Cooperative Procurement — Omnia Partners, Contract 20469 with Exmark Manufacturing Company for the Purchase of an Exmark Lazer Z Mower DATE CONSIDERED: February 6, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff recommends approval to utilize the Omnia Partners contract with Exmark Manufacturing Company for the purchase of an Exmark Lazer Z mower and for future purchases. Fiscal Information: The purchase will be $14,887.00 and will come from the Parks Equipment Rent/Lease account number 21-270-523010 FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Cooperative Procurement — Omnia Partners, Contract 20469 Parks Department -- Opened by Omnia Partners, March 10, 2022 RECOMMENDATION: Staff requests approval to utilize the Omnia Partners contract, 20469, with Exmark Manufacturing Company for the purchase of an Exmark Lazer Z Mower. The approval for usage of this contract will also be applied to future purchases from all departments within the City. This contract has been reviewed by Purchasing and it has gone through a competitive procurement process similar to the City's. This contract allows for cooperative procurement from other governmental entities. This contract allows for a percentage discount. The percentage amount varies depending on the type of equipment being purchased. For this particular piece of equipment, they offer a 27.5% discount. This contract is a national contract and uses Lauf Equipment as its vendor to service Jefferson City. The contract was competitively bid by Omnia Partners which is a cooperative purchasing organization for public sector procurement and follows a competitive procurement process similar to the City's. The Omnia Partner's contract was competitively bid. ATTACHMENTS — SUPPORTING DOCUMENTATION d 5Signature: 1/i!/^ -2. P rb asing Agent 1120/23 Page 11 Reference Number Reference Depart: Purchasing: Dena r tment Master Agreement (Reference No. ,2,D /6 9 1 Owner. 'Cobb Caunty Board ofCammissioners I00'Chemokee Street Marietta, GA 310090. Cannata= Exn ritMaaufacttaing.Company, lac. 415 Industrial IOW Beatrice,,Nebtmska 68310 Description:. TRACTORS, MOWERS, AND OTHER EQUIPMENT,PARTS, AND SERVICES: The undersigned parties understand and agee to comply with .and be bound by;.the entire contents of;Sealed aid #22.6640 1"ihe RFP"1 and the Contractor's Proposal submitted March.10, 2022 which Is incorporated herein by reference. QMNIA PARTNERS,'PUBUC SECTOR; Supplier agrees to extend Goods and/Or Services to public -agencies (state and local governmental entities, public and private primary, secondary andhigher education entities, non-profit entities„ and.agencies'for the public'. benefit) ("Public Agennics") registered with MANIA Partners, Public Sector <("Participating"Public Agencies") under the terms ,ofthis agreement ("Master Agreement"). Governing. Law: Term: Price:' Billing: This Agreement shall be governed by the laws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Court Prcebb County, Georgia. This Agreement shall begin Op May 15, 2022, the Effective Date, 'for a period of thirty-six months,; and shall automatically terminate and renew for two (2) additional twelve (12) month periods and shall terminate absolutely on May 14,:2021 unless earliertetminated as provided herein. Pursuant to O.C.G.A.:§'36-60-13, this Agreement shall terminate absolutely and without fiutherohligation on the parr of the County at the close of the calendar year in which it was executed and at the close of each succeeding.ealendar for which it: may be The Parties reserve the right to renew„ amend or extend the Agreement for additional units, Either party may tenninatethis. Agreement for convenience and/or due to lack of funding at the end of each annual term. Ptice§;'for services and equipment,' if applicable, as stated in the Contractor's proposal FornoiluN ees made by Cobb Count yGove. rnmem, all original invoices shall be submitted, directly to the Cobb County Finance Department Invoices shall bill only for items received during the period covered by the iilvoice'and shall clearly identify; such itemsin accordance with'invoicing guidelines tnl)te Sealed Bid Proposal. For purchases made by participating public agencies, the Contractorshall comply with each agency' s invoicing and billing_ requirements outlined an the applicable order. tSIGNATURES:ON NEXT PAGE). Page I; IN WITNESS, WHEREOF, this Agreement has been executed;by Owner and accepted by Contractor to be'eflkctive as of the date first above written, Cobb County... Expect the Best! C¢bb County Board;ofCotn 10 Ghetakee Street Matietta,.GA 30090 Liseltl: Cupid,:Cha CobhCourery'Roard of emittal:t ido Pato Eai ark,Manufaeturin .Companyi Inc., 41'I!dttatrjal Row .ftsatri .Nebtos4 b83;I,0. Regional Sales Manager d SisoOtoro Title. Mav lf..2022 Date - FEDERAL TAX ID NUMBER: 47.0646782 Apptvvled as:to form A PRO ED BOARD OFCOt MIssiONEns, 415 Industrial Row Beatrice, NE 68310 402.223.6300 exmark.com Product Information Continued: Payment Terms & Methods: Dealers accept purchase orders and credit cards as methods of payment for products and services. Most dealers accept credit card payments over the phone or online. All ordering and payment processing is completed through the public agency's local selling and servicing dealer. Other Products/Offerings: Exmark prefers to furnish new product as part of the contract programs. Used and trade- in equipment is not offered at a contract discount as availability varies by dealer. Local dealers opt to offer used/trade-in options as part of the new product purchase. Financing & Leasing: Exmark dealers support lease puchase options through Western Equipment Finance. Lease factors vary based on purchase volume and are available in 24, 36, 48, 60, 71 month terms. See attached for further detail on current program offerings. Additional Services: Distributors and dealers also offer the following services: o Product set-up and basic operational training o Installation of any Exmark accessories purchased with a machine o Product safety training o Preventative maintenance training o Product demonstrations prior to purchase o Hydro Drive Life Extension Program for Lazer Z and Radius X -Series ■ Extended hydro drive system warranty coverage after regular hydraulic service intervals met. o OEM parts purchasing online or in-store Pricing: See price list attachment for current produce list prices and proposed discount pricing. Exmark wholegoods including mowers and turf management equipment 27.5% off current list price. Accessories including UltraVac baggers, completing or drive kits, and turf management accessories to receive a discount of 15% off current list price. Pricing will remain fixed unless market conditions change resulting in cost and subsequent price increases. At that time, requested price updates will be submitted for review and approval based on market conditions and manufacturer published notification of price increases. Cobb County, GA RFP for Tractors, Mowers, and Other Equipment, Parts, Sales, & Services 6 Project Number: 22-6640 a war ova gar a w— N w r=lir lam 1;11;ir MASSEY FERGUSON PO Box 514 —541 W. Hwy 94 Jefferson City, MO 65102 (573) 635-6836 Fax: (573) 635-8538 www.Iaufequipment.com I certify the items on this purchase order are for agricultural use. If these items are not used exclusively for this purpose, I will be liable for the tax, interest and penalty. Signed: 20361 Ali / i ,4t+ C j-i ti+s i Date: Requisition No.: Customer: I,1. ,._I1L.,,:, (:;:--72, 17-r-r=...i 5c. -‘, (4r ill c, , CCill'‘ Telephone: Quantity Stock No. / Description Amount V Y'S '?3L •1Cr (e•C-iOC .;3. 7 1•-)'' &t !2 9 10'10; - L 2 X C1 2 I (-. ki I'-1 '7) (,-- !-i 1 7d ' ` 3' t-1 7 -- /y ,) ;) '7 -- I.'; `i 7 9 i_ z x cfd f 1-, k 6 q C-. ci 1 tis j? ., .. }, 1._CoI1 -- 1 `t "! Li TRADE -Ins Bu er Certifies below Trade-ins to be free of encumbrances Trade -In Allowance Model Make Serial No. Description 1 1 or, 7( r Q c� -t a-, — jc ) ,.; c i r r•-1 �;u fa C'�� i c i' V:..,t -�-1 Total < 1`; w ► ' i o 47,4 c ic L.,r_ i..t f , — , r Sales Tax TOTAL Sold Used AS -IS. No Warranty of any kind has been given by the dealet or his agent. Sold Used with 50-50 Warranty. The dealer hereby warrants this {these) machine(s) for days after with the understanding that necessary repairs made within this period of time will be charged half to the buyer and half to the dealer, of total retail cost of parts and labor used. Sold New with - _ — (Specify warranty used) Special Agreements Salesman: 1 Accepted By: Memorandum To: Todd Spalding From: Bryan Braun Date: January 23, 2023 Subject: Purchase of Toro Grandstand and Exmark Lazer Z Staff recommends utilizing Omnia Partners Contract #20469 for the purchase of an Exmark Lazer Z - 72" mower and Contract # 2017025 for the purchase of a Toro Grandstand - 60" mower. These pieces of equipment would be replacing zero turn mowers that have reached life expectancy and would be used primarily for athletic field maintenance. Both mowers should improve efficiencies due to mower deck size and maneuverability. Staff has been pleased with the performance from both Toro and Exmark equipment and experienced good customer service from Lauf Equipment and Popp's Outdoor Equipment in the past. Fiscal Note: Exmark Lazer Z - $14,887.00 Toro Grandstand - $10,500.00 The equipment will be leased through State of Missouri Master Lease Services Contract CT1 90168001 on 3 -year terms and be included in the Parks Equipment Rent/Lease Account # 21-270-523010 CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item D SUBJECT: Cooperative Procurement — Omnia Partners, Contract 2017025 with The Toro Company for the Purchase of a Toro Grandstand Mower DATE CONSIDERED: February 6, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff recommends approval to utilize the Omnia partners contract with The Toro Company for the purchase of a Toro Grandstand mower and for future purchases. Fiscal Information: The purchase will be $10,500.00 and will come from the Parks Equipment Rent/Lease account number 21-270-523010 FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Cooperative Procurement — Omnia Partners, Contract 2017025 Parks Department — Opened by Omnia Partners, December 14, 2016 RECOMMENDATION: Staff requests approval to utilize the Omnia Partners contract, 2017025, with Toro Corporation for the purchase of a Toro Grandstand Mower. The approval for usage of this contract will also be applied to future purchases from all departments within the City. This contract has been reviewed by Purchasing and it has gone through a competitive procurement process similar to the City's. This contract allows for cooperative procurement from other governmental entities. This contract allows for a percentage discount. The percentage amount varies depending on the type of equipment being purchased. For this particular piece of equipment, they offer a 27% discount but we are receiving a 28.8% discount. This contract is a national contract and uses Popp's Outdoor Equipment as its vendor to service Jefferson City. The contract was competitively bid by Omnia Partners which is a cooperative purchasing organization for public sector procurement and follows a competitive procurement process similar to the City's. The Omnia Partner's contract was competitively bid and vendors were evaluated and ranked. Toro was ranked #1 out of three proposals received. ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: &)1 ing Agent x'/20/23 mesa•az AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA CONTRACT NUMBER 2017025 GROUNDS MAINTENANCE EQUIPMENT, PARTS, ACCESSORIES, SUPPLIES, RELATED SERVICES AND EQUIPMENT CIT Y OF MESA, Arizona ("City") Department Name City of Mesa — Purchasing Division Mailing Address P.O. Box 1466 Mesa, AZ 85211-1466 Delivery Address 20 East Main St, Suite 400 Mesa, AZ 85201 Attention Jess Romney, CPPB Procurement Officer E -Mail Jess.Romnev(MesaAZ.gov Telephone (480) 644-5798 Facsimile _ (480) 644-2655 THE TORO COMPANY, ("Contractor") Mailing Address 8111 Lyndale Ave South AND Delivery Address Bloomington, MN 55420 Attention E -Mail Telephone Facsimile Peter Whitacre Regional Business Manager Peter.Whitacre Toro.com (952) 887-7936 Page 1 of 272 Toro Company Pricing The award provides discount off Toro's current year MSRP on the following Toro equipment: • Commercial Equipment 22% off • Specialty Vehicles 7% off • Bullseye Products 5% off • Landscape Contractor Equipment (LCE) (A) 27% off • LCE Allied Products (B) 0% off • Landscape Contractor SNOW Equipment (LCE SNOW) 20% off • Site Works Systems (SWS) Equipment 17% off • Boss Equipment 25% off • Boss Equipment (Snowrator Units Only) $400 off • Ventrac 4520 Wholegoods, Attachments and Accessories 12% off • Ventrac SSV Products 5% off • Golf Irrigation Wholegoods, Accessories and Attachments 40% off • Residential Commercial (ResCom) Irrigation Wholegoods, Attachments and Accessories 40% off • Irritrol Irrigation Wholegoods, Attachments and Accessories 40% off • Rainmaster Irrigation Wholegoods (RA) 35%off • Rainmaster Irrigation Parts (RB) 0% off • Sentinel Irrigation Wholegoods 35% off • Large Commercial Rotors 15% off • Used Equipment dependent on age, hours and condition • Allied Products Provided by Third Party not to exceed list price Smart Value Program: In addition to the discount off of Toro's Commercial list price, this agreement offers the Smart Value Program, a volume incentive program. This program provides the customer with a level of dollars available to be used to purchase additional whole goods, accessories, attachments, parts or extended warranty based on the volume of purchase. For additional information, contact your local Toro Commercial distributor. To find your local distributor, click here. 1 06 23 12:49:30 029 029 1 Terminal 10 RB OUTDOOR SERVICES INC, DBA POPP'S OUTDOOR EQUIPMENT 722 Dix Rd, Jeff. City, Mo 65109 573-635-4161 (573) 63A-6481 JEFF. CITY PARKS REC. 1299 LAFAYETTE ST JEFFERSON CITY, MO 65101 Tax Exemption #: 12476773 (573) 63& 64,$.1 TO'.• etOtti3T':' •1715701111111 388464 Y e1: 7a uk: 1 of 1 JEFF. CITY PARKS REC. 1299 LAFAYETTE ST JEFFERSON CITY, MO 65101 I AGREE THAT MY ACCOUNT WILL BE DEBITED ELECTRONICALLY FOR BOTH FACE AMOUNT & RETURNED CHECK FEES IF RETURNED UNPAID. SHIPPED VIA: CUSTOMER PICKUP .•.,QRe 4z,PEu p1.3BYO=1 iitt:' . .• PART:'iNLiMBER.. 1'. AI#9CRIPTION �:• �i28T' - .� N i :`�`-� iAi�pQI�` ,i'`;ia i 1 1 - TWE72509 60 GRANDSTAND KAW 14757.00 10500.00 10500.00 OMNIA CONTRACT NUMBER 2017025 QUOTE ONLY Signature SUB TOTAL ----> 10500.00 MISC. > 0.00 LABOR > 0.00 TAX 7.975 > •0.00 QUOTE TOTAL > 10500.00 Memorandum To: Todd Spalding From: Bryan Braun Date: January 23, 2023 Subject: Purchase of Toro Grandstand and Exmark Lazer Z Staff recommends utilizing Omnia Partners Contract #20469 for the purchase of an Exmark Lazer Z - 72" mower and Contract # 2017025 for the purchase of a Toro Grandstand - 60" mower. These pieces of equipment would be replacing zero turn mowers that have reached life expectancy and would be used primarily for athletic field maintenance. Both mowers should improve efficiencies due to mower deck size and maneuverability. Staff has been pleased with the performance from both Toro and Exmark equipment and experienced good customer service from Lauf Equipment and Popp's Outdoor Equipment in the past. Fiscal Note: Exmark Lazer Z - $14,887.00 Toro Grandstand - $10,500.00 The equipment will be leased through State of Missouri Master Lease Services Contract CT1 90168001 on 3 -year terms and be included in the Parks Equipment Rent/Lease Account # 21-270-523010 CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item E SUBJECT: Authorize $38,510 Consultant Services for the Analysis of Impediments to Fair Housing Choice DATE CONSIDERED: February 6, 2023 DEPARTMENT DIRECTOR(S): -� CITY ADMINISTRATOR: /Zc....„--d This will provide funds for hiring a consultant to complete the Analysis of Impediments to Fair Housing Choice. The amount is $38,510 coming from the CDBG Entitlement Grant Funds Professional Services account (10-149-522020). The Consultant will prepare the U.S. Housing and Urban Development mandated Analysis of Impediments to Fair Housing Choice (Al). The completed Al will include a comprehensive review through research and data analysis to identify possible impediments to fair housing, make recommendations to remedy the identified impediments, and to develop an action plan for program or policy changes required because of the identification of impediments to fair housing. The document will be used to evaluate, monitor, address and resolve Fair Housing issues and to promote housing choice within the City. The City's last Al was completed in 2018. In accordance with HUD guidelines, entitlement communities are required to submit an Al every five years. The request for proposals for this Al will cover 2023-2028. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid RFP4082 — Consultant for Analysis of Impediments of Fair Housing Planning and Protective Services, Opened December 6, 2022 RECOMMENDATION: Staff recommends the award of bid RFP4082 to RKG Associates, Inc of Alexandria, Virginia for to develop the Analysis of Impediments of Fair Housing report. This proposal was evaluated and awarded to the lowest and best bid. The annual cost for these consulting services is $38,510.00. BIDS RECEIVED: RKG Associates, Alexander, VA AMSTAT Consulting, San Jose, CA Kendall LCP & DBRA Association LLC, El Cajon, CA Bid Amount $38,510 $13,400 $425,270 This bid was advertised in the News Tribune on 11/20/2022 and posted on Bonfire. Bid notifications were sent to 4412 vendors of which 20 were recommended vendors. FISCAL NOTE: Account Number ;,,_rmaish Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 10-149-522020 Professional Services, Entitlement Grant Funds $0* $0 $38,510.00 $16,092.00 Bid Total $38,510.00 *Note — Budget adjustment will be executed to move funds from Personnel Services (10-149-501020) ATTACHMENTS — SUPPORTING DOCUMENTATION Signature:G r a Pur sing Agent 1/23/23 RFP4082-11/22 - Consulting Services - Analysis of Impediments to Fair Housing Scoring Summary Active Submissions General Experience Capability and Method of Total Pricing with Analysis of capacity to References Performance Impediments complete work Supplier 1100 pts 130 pts / 25 pts / 25 pts / 10 pts / 10 pts RKG Associates, Inc. 80.44 10.44 ($38,510.00) 25 25 10 10 AMSTAT Consulting 80 30 ($13,400.00) 16.67 16.67 8.333 8.333 Kendall LCP and DBRA Association LLC 45.95 0.94528 ($425,270.00) 15 18.33 6.667 5 Generated on Jan 06. 2023 7:58 AM CST - Leigh Ann Corrigan Page 1 of 1 Bid Tabulation - RFP4082 - Conlustant for Analysis of Impediments of Fair Housing Opened December 6, 2022 AMSTAT Consulting San Jose, CA Kendall LCP & DBRA Association LLC El Cajon, CA RKG Associates, Inc Alexandria, VA Total 13,400.00 425, 270.00 38,510.00 Cost Points 30 0.95 10.44 From: Sanders. Sonny To: Bonfire No -Reply: Corrigan, Leigh Ann Subject: RE: Due today: Approval response for the Award Approval of Consulting Services - Analysis of impediments to Fair Housing Date: Wednesday, January I1, 2023 9:31:04 AM Leigh Ann, approve RKG for the Impediments to Fair Housing consulting contract. Sonny From: Bonfire No -Reply <No-Reply@GoBonfire,com> Sent: Wednesday, January 11, 2023 9:03 AM To: Sanders, Sonny <SSanders@jeffersoncitymo.gov> Subject: Due today: Approval response for the Award Approval of Consulting Services - Analysis of Impediments to Fair Housing Hi Sonny, This approval response is due today. Use the button below to provide a response. Approval Title Award Approval Description of Approval Sonny, the evaluation has been modified. Attached is the bid tabulation and the evaluation summary. Staff recommend awarding to RKG Associates. Procurement Stage This Project is in the Evaluating stage Date Approval is needed by Jan 11th, 2023 Relevant Links Documents Sid Tabulation.xlsx RFP4082-.Scoring Summary.xlsx CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES 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, by and through its Department of Planning and Protective Services, hereinafter referred to as "City", and RKG Associates, Inc., hereinafter referred to as "Contractor". WITNESSETH: THAT WHEREAS, the City desires to engage the Contractor to render certain services for the Analysis of Impediments to Fair Housing Reports for the City, 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 the Analysis of Impediments to Fair Housing, 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's Planning and Protective Services, and in accordance with the rates and/or amounts stated in the bid of Contractor dated 12/5/2022, 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 Thirty -Eight Thousand Five Hundred Ten Dollars and Zero Cents ($38,510.00). 3. Term. This contract shall commence on the date last executed by a party as indicated below. The Contractor shall perform said work in accordance with the contract documents as set forth in Exhibit A, and work must be completed within nine (9) months. 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. 2 S. Personnel to be Provided. The Contractor represents that Contractor has or will secure at its expense all personnel required to perform 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. 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. 3 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. 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. 4 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 (1) 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 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. Federal Funds. The City of Jefferson is a recipient of federal grant funds. Therefore, the grant requirements in Exhibit B shall be fully considered in preparing responses and performing work under any resulting award. 5 23. 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. 24. 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. 25. 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. 26. 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. 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 this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action. 28. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the following addresses. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. If to the City: City of Jefferson Department of Law 320 East McCarty Street Jefferson City, Missouri, 65101 If to the Contractor: RKG Associates, Inc. Russell Archambault 300 Montgomery Street, Ste. 203 Alexandria, VA 22314 [Signatures to follow on next page.] 6 CITY OF JEFFERSON, MISSOURI RKG ASSOCIATES, INC. Mayor Date: Title: Date: ATTEST: ATTEST: City Clerk Title: APPROVED AS TO FORM: EXI-11BIT A Response to Request for Proposals December 6 2022 ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING CHOICE CITY OF JEFFERSON, MISSOURI Prepared by: RKG ASSOCIATES INC RKG Associates, Inc. Economic, Planning and Real Estate Consultants 300 Montgomery Street, Suite 203 Alexandria, Virginia 22314 Tel: 703-739-0965 Proposal to Provide an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 Prepared for: JAL` 4.4 OF JEFFZ , to Ms. Lee Ann Corrigan Office of the Purchasing Agent City of Jefferson 320 E McCarty St Jefferson City, MO 65101 E-mail: LCorrigan@jeffcitymo.org Tel: 573-634-6325 Prepared by RKG ASSO(IATFS INC RKG Associates, Inc. Economic, Planning and Real Estate Consultants 300 Montgomery Street, Suite 203 Alexandria, VA 22314 Tel: 703-739-0965 Cell: 703-585-3944 E mail: arch(Lrkgassociates.com TEAM PROFILE AND STAFFING PLAN Economic, Planning and Real Estate Consultants ASSZILIAT IN Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 SECTION 1 TEAM PROFILE AND MANAGEMENT PLAN RKG ASSOCIATES INC RKG Associates, Inc. - Alexandria, VA Economic, Planning and Real Estate Advisors RKG Associates, Inc. is a full service economic, planning, and real estate consulting firm with offices located in Boston, MA, Atlanta, GA, Dallas, TX and headquartered in Alexandria, VA. Since our founding in 1981, the firm has successfully completed thousands of consulting assignments regionally, nationally, and internationally, providing a comprehensive range of economic, planning, and real estate advisory services to governmental, business, and institutional clients. The firm currently employs 10 full-time professionals. We have grown to become one of the most respected economic and real estate advisory consulting firms in United States. RKG Associates specializes in the application of economic analysis to economic development, real estate development and financing issues, toward the goal of attracting private sector investment and job creation. The firm has completed numerous commercial market analyses and is skilled at assessing the economic and fiscal impacts of development projects on localities and regions. These analyses have included urban redevelopment projects, neighborhood -scale revitalization projects, retail malls and a variety of mixed -use developments, from site -specific to large-scale strategic planning. Finally, the firm has worked with communities across the country in developing achievable strategies for attracting and retaining key industries and strengthening local economies. Our firm has assembled a group of highly qualified professionals who bring their own unique perspective to each assignment, and the firm's strength lies in the diversity of backgrounds and disciplines represented within the organization. The talents of staff economists, planners, financial analysts, appraisers, and real estate professionals are brought together in a team effort to solve client problems. RKG Associates also has access to, and works with, a wide array of affiliates and consultants who provide technical expertise in such areas as architecture, urban design, engineering, environmental science, and associated disciplines. RKG Associates Core Service Areas PLANNING SERVICES Sound planning positions an organization or community for success. Practical planning efforts enables agencies the ability to progressively meet their needs on an ongoing basis. Operation and organizational development focus on the people and processes that accelerate and improve growth initiatives. Simply put, focus is placed on the critical factors - the core mission and goals of the organization - so that adequate resources are allocated to the activities that provide the greatest benefit. When an Page 11 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 organization is faced with crucial decisions that have the potential to infinitely impact all four critical elements of business - human resources, financial resources, physical resources, and capital - an impartial and factual based form of planning is required. RKG's planning professionals have special expertise in evaluating overall Iand use patterns, rezoning strategies to encourage new investment, project management, public process and the preparation of economic base and market studies in support of the municipal master planning process. Planning services includes: • Housing studies (i.e., affordable housing gap analysis, housing supply/demand analysis, housing development feasibility, Analysis of Impediment studies), • Business Planning • Master Planning • Strategic Planning • Brownfields Redevelopment • Tax Base Management Strategies • Municipal Service Studies • Open Space and "Smart Growth" Strategies MARKET AND REAL ESTATE ADVISORY SERVICES Projects grounded in a market -based approach - regardless of industry - allows our clients to maximize the potential by identifying highest and best use, defining the market factors and associated impact on outcome expectations, and targeting consumer demand. RKG Associates has over 38 years of experience providing market research, development feasibility and financial feasibility consulting services to both the public and private sectors on a wide variety of real estate projects. Our project experience throughout the U.S. includes: • Market Feasibility Studies and Financial Feasibility Studies • Market Impact Analysis Studies • Adaptive Reuse of Commercial and Institutional Properties • Highest and Best Use Studies • New Construction and Land Development • Real Estate Market Research • Recreational, Tourism, and Hospitality Development ECONOMIC DEVELOPMENT SERVICES RKG's economic consulting services center on evaluating demographic, economic, real estate and industry -wide trends within a city, region, and/or state. This research allows us to evaluate the economic and fiscal impacts of a proposed facility or new development, create a target industry analysis, or formulate an economic development plan for an area. Economic Consulting services include: • Economic Development Strategies • Target Industry Analysis • Fiscal and Economic Impact Analysis • Labor Force Studies Page 12 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 • Downtown Revitalization • Urban/Waterfront Redevelopment Contact: Mr. Russell ArcharnbauIt Title: Vice President and Principal Email: arch@rkgassociates.com Address: RKG Associates, Inc. 300 Montgomery Street, Suite 203 Alexandria, VA 22314 Phone: 703.739.0965 Website: www.rkgassociates.com Project Staffing RKG ASSOCIATES INC Mr. Russell Archambault will serve as the Principal -in -Charge for RKG Associates, Inc. on the proposed City of Jefferson analysis of impediments assignment. Mr. Archambault joined RKG Associates, Inc. in 1994, and has over 34 years of experience in the areas of housing, real estate market research, community and economic development, economic and fiscal impact analysis, and development feasibility analysis. Since joining RKG Associates, Inc., Mr. Archambault has applied his background to managing hundreds of projects throughout the U.S. in areas of economic development strategic planning, industry cluster analysis, housing, urban neighborhood revitalization, development feasibility, local and regional economic analysis, military base reuse planning, and transportation economics. Mr. Archambault has also led the development of RKG Associates' fiscal planning expertise, which assists local governments in understanding the municipal service impacts of local land use decisions and policies. Mr. Archambault holds a Bachelor of Science Degree in Public Management from Plymouth State University and a Master of Urban Planning Degree from Virginia Tech. Mr. Archambault will serve as Principal -in -Charge on the Jefferson assignment. He will manage the analysis process. Ms. Summer (Zhiyin) Pan, is a Market Analyst and Urban Planner with RKG Associates, Inc. Ms. Pan joined RKG Associates in 2018 and has three years of experience in housing, economic development, land use, and real estate development. Ms. Pan has a specialty of assisting cornmunities to envision and achieve redevelopment potentials with a focus on livability and preserving local characteristics. This spans from renovating a property to strategizing on public -private partnerships for a global network of mayors. Summer provides GIS analysis of all demographic, housing, economic and real estate data for RKG Associates and will provide similar analytical services on the Jefferson assignment. Ms. Pan possesses a Master of City and Regional Page 13 Consultant Services for an Analysis of Impediments to Fair Housing Choke City of Jefferson, Missouri December 6, 2022 Planning Degree from Cornell University and a B.S. in Tourism Management from Beijing International Studies University, Beijing, China. Page 14 PROJECT UNDERSTANDING AND APPROACH Economic, Planning and Real Estate Consultants ASS 25Kg Consultant Services for an Analysis of Impediments to Fair Hot,t5ing Choice City of Jefferson, Missouri December 6, 2022 SECTION 2 PROJECT UNDERSTANDING AND APPROACH A. Project Understanding Based on RKG Associates recent housing -related work in Jefferson City, we feel that we have a comprehensive and current understanding of the City's housing situation (see below). As it relates to affordable housing and its availability, RKG is prepared to take the City through the process of updating is Analysis of impediments to Fair Housing Choice. The completed Analysis of impediments for the City of Jefferson will include a comprehensive review through research and data analysis to identify possible impediments to fair housing, make recommendations to remedy the identified impediments, and develop an action plan for program or policy changes required because of the identification of impediments to fair housing. The consultant will present a draft report to the public for comment, and the City PROJECT EXPERIENCE Housing Study Jefferson City, Missouri RKG SERVICES Rata Analysis, t lousing Needs Assessment, Strategy formulation, Slake'u der Engagement, Document Preparation. SRUATSON JeHetvort City serves as Ihr Capital City for Missouri where daily activity o driven by the presence of slate government operations. In 2019, a tornado hit Jefferson City along the Route 54 corridor imparting just under 9lto parcels and 4.1100 hrnuing units, Ae a result nl the tornado, the city 6.1 152 housing units. of which 95% were rental unit.. In an already tight hocosing market with rising costs and the impacts nl the Ct)V1D•19 pandemic, housing diap}a vnirni. cos! burdening and instances of homelessness t,en• 1111 the rive. foe City was hooking to the housing sludt. lo quantify the upport unities and challenge, within belfry -on City's market and develop recommendation', for addressing threw challenges. RKG ASSOCIATES INC A Mown. own. ,. ,w RKG APPROACH/SOLUTION Ts, assist Irlferson City in understanding and rbrtrrrtunii sting their housing challenges, RKG provided a detailed hook at hoc the ci1y's popldalrrsn and employment base, housing supply, current and future demand, and atlonlability gaps have been changing over time. RKG also took a detailed look at tlu llowntown a Mato understand the impacts, of the tornado on housing supply and strategies in address aging residential building., concentration, of [xtverty, racial segregation, and upkeep of investor -owned rental properties. Slrattgies in the study focused on creating more flexible zoning In and around the lkownluw-rt, expanding ilonteownership prndurts, creating partnerships with landlords, and educating tenants and Iandlords on fair housing Saws. RESULTS The Housing flan was completed in 2Iy22 and the City Is actively working; on implementation. Page 1 5 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 for comment and approval. Complete a final document in a format and organizational structure that meets the federal regulations, guidelines and notifications that includes graphs, charts, tables, and pictures and an Executive Summary of the recommendations. The Al shall be conducted in accordance with guidelines under Tile 24, Part 91 of the Code of Federal Regulations. The document will be used to evaluate, monitor, address and resolve Fair Housing issues and to promote housing choice within the City. In accordance with HUD guidelines, entitlement communities are required to submit an AI every five years and this study will cover the period of 2022 - 2026. Current HUD rules clarify existing fair housing obligations with a streamlined process to analyze the local fair housing landscape and set fair housing priorities and goals through an Assessment of Fair Housing (AFH). The rule identifies four fair housing issues that program participants will assess: 1. Patterns of integration and segregation; 2. Racially or ethnically concentrated areas of poverty; 3. Disparities in access to opportunity; and 4. Disproportionate housing needs. The AFH process begins with the provision of data, guidance, and an assessment tool that will help program participants identify fair housing issues and related contributing factors in their jurisdiction and region. Program participants are required to set goals to overcome fair housing issues and related contributing factors. Those goals must inform subsequent housing and community development planning processes. Part Description Part One; Provision of Data and AFH Assessment Tool Part Two: Analysis Part Three: Review and Response HUD provides each program participant with data and an AFH assessment tool to use in assessing fair housing issues in its community. In addition, HUD will provide technical assistance to aid program participants in submitting its AFH. Using the HUD data, local dots and local knowledge, the required community participation process, and the assessment tool, each program participant prepares and submits a complete AFH to HUD, including fair housing goals. HUD hos 60 days after receipt of the AFH to determine whether the program participant hos met the requirements for providing its analysis, assessment, and goal setting. The AFH is deemed accepted after 60 days unless HUD provides the program participant written notification of why the AFH was not accepted and guidance on how the AFH shook' be revised to be accepted. HUD will not accept an AFH if HUD finds that an AFH or a portion of the AFH is inconsistent with fair housing or civil rights requirements or is substantially incomplete. Part Four: Incorporation The goals identified in the AFH must inform the strategies and actions of the into Subsequent Planning Consolidated Plan, the Annual Action Plan, the PHA Plan, and the Capital Fund Plan. Processes and Action Page 1 6 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 B. Scope of Services Task 1: Overview of Federal, State and Local Fair Housing and Anti -Discrimination Laws RKG Associates will conduct a review of Federal, State and Local fair housing and anti- discrimination laws. The federal Fair Housing Act prohibits discrimination in housing based on a person's race, color, religion, sex, disability, familial status, or national origin. Persons who are protected from discrimination by fair housing laws are referred to as members of the protected classes. This analysis will encompass the following five areas related to fair housing choice: • The sale or rental of dwellings (public and private), • The provision of financing assistance for dwellings, • Public policies and actions affecting the approval of sites and other building requirements used in the approval process for the construction of publicly assisted housing, • The administrative policies concerning community development and housing activities, which affect opportunities of minority households to select housing inside or outside areas of minority concentration, and where there is a determination of unlawful segregation or other housing discrimination by a court or a finding of noncompliance by the U.S. Department of Housing and Urban Development (HUD) regarding assisted housing in a recipient's jurisdiction, an analysis of the actions which could be taken by the recipient to remedy the discriminatory condition, including actions involving the expenditure of funds made available under 24 CFR Part 570 (i.e., the CDBG program regulations). Task 2: Demographic and Housing Condition Analysis Affirmatively Furthering Fair Housing (AFFH) is a legal requirement that federal agencies and federal grantees further the purposes of the Fair Housing Act. HUD's AFFH rule clarifies existing fair housing obligations with a streamlined process to analyze the local fair housing landscape and set fair housing priorities and goals through an Assessment of Fair Housing (AFH). The AFH process begins with the provision of data, guidance, and an assessment tool that helps program participants identify fair housing issues and related contributing factors in their jurisdiction and region. Program participants are required to set goals to overcome fair housing issues and related contributing factors. Those goals must inform subsequent housing and community development planning processes. RKG Associates will conduct a detailed demographic analysis using the most recently available HUD data as provided in the Affirmatively Furthering Fair Housing Data and Mapping Tool v. 4.1. This data and mapping tool include such data as: • Race/Ethnicity - Current race/ethnicity dot density map for Jurisdiction and Region with R/ ECAPs • Race/Ethnicity Trends - Past (1990, 2000 and 2010) race/ethnicity dot density maps for Jurisdiction and Region with R/ECAPs • National Origin - Current 5 most populous national origin groups dot density map for Jurisdiction and Region with R/ECAPs LEP persons by 5 most populous languages dot density map for Jurisdiction and Region with R/ECAPs Page 1 7 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December h, 2022 • Publicly Supported Housing and Race/Ethnicity -- Public Housing, Project -Based Section 8, Other Multifamily, and LIHTC locations mapped with race/ethnicity dot density map with R/ECAPs and distinguishing categories of publicly supported housing by color for the jurisdiction and region. • Housing Problems - Households experiencing one or more housing burdens in Jurisdiction and Region with R/ECAPs with either race/ethnicity or national origin dot density. • Demographics and School Proficiency - School Proficiency Index for Jurisdiction and Region with race/ethnicity, national origin, family status, and R/ECAPs • Demographics and Job Proximity - Jobs Proximity Index for Jurisdiction and Region with race/ethnicity, national origin, family status and R/ECAPs • Demographics and Labor Market - Labor Engagement Index with race/ethnicity, national origin, family status and R/ECAPs • Demographics and Transit Trips - Transit Trips Index for Jurisdiction and Region with race/ethnicity, national origin, family status and R/ECAPs • Demographics and Low Transportation Cost - Low Transportation Cost Index with race/ethnicity, national origin, family status and R/ECAPs • Demographics and Poverty - Low Poverty Index with race/ethnicity, national origin, family status and R/ECAPs • Demographics and Environmental Health - Environmental Health Index with race/ethnicity, national origin, family status and R/ECAPs • Disability by Type - Dot density map of the population of persons with disabilities by persons with vision, hearing, cognitive, ambulatory, self -care, and independent living difficulties with R/ECAPs for Jurisdiction and Region • Disability by Age Group - All persons with disabilities by age range (5-17) (18-64) (65+) with R/ECAPs • Housing Tenure - Housing Tenure by Owners or Renters with R/ECAPs • Location of Affordable Rental Housing (% Rental Units Affordable to 50% AMI' - Map of percent of rental units affordable, defined as units renting at or less than 30% of household income for a household with income at 50% of AMI. • Racial/Ethnic Dissimilarities - Dissimilarity Index, with R/ECAP boundaries RKG Associates will prepare GIS-based and other mapping of key demographic conditions for inclusion in the AI. Task 3: Records of Housing Discrimination The Office of Fair Housing and Equal Opportunity (FHEO) at HUD receives complaints from persons regarding alleged violations of the federal Fair Housing Act. RKG will research such complaints for the City of Jefferson over the past 5year period. Task 3 will also include a review of complaints submitted to the Missouri Commission on Human Rights. The Missouri Human Rights Act (Act) makes it illegal to discriminate in any aspect of housing. Federal and Missouri law ensures that residents have fair access to housing without regard to race, color, religion, ancestry, national origin, age, sex, national origin, age, place of birth, handicap, or familial status. RKG will examine the predominant factors leading to housing -related complaints to these various agencies and commissions. Page 1 8 Consultant Services for an Analysis of Impediments to Fair Housing Choke City of Jefferson, Missouri December 6, 2022 Task 4: Review of Public Sector Housing and Development Policies Impediments to fair housing choice are any actions, omissions, or decisions taken because of race, color, religion, sex, disability, familial status, or national origin that restrict housing choices or the availability of housing choices, or any actions, omissions or decisions that have the effect of restricting housing choices or the availability of housing choices on the basis of race, color, religion, sex, disability, familial status, or national origin. Policies, practices, or procedures that appear neutral on their face, but which operate to deny or adversely affect the provision of housing to persons of protected classes constitute such impediments. An important element of the AI includes an examination of public policy in terms of its impact on housing choice. This task will evaluate public policies in the City to determine opportunities for furthering the expansion of fair housing choice. RKG Associates will examine such things as: • Policies Governing Investment of Funds for Housing and Community Development (CDBG, HOME, ESP, and Others), o Project Funding Criteria o Geographic Distribution of Funds o Affirmative Marketing • Appointed Boards and Commissions, • Planning and Zoning Regulations o Private Housing Stock o Public Housing Stock • Land Use and Comprehensive Planning • Public Housing and Voucher Programs • Property Taxes and Housing Affordability • Public Transit Accessibility (if applicable) Task 5: Private Sector Policies and Practices An analysis of mortgage applications and their outcomes can identify possible discriminatory lending practices and patterns in a community. Home Mortgage Disclosure Act (HMDA) data contains records for all residential loan activity reported by banks pursuant to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. Any commercial lending institution that makes five or more home mortgage loans annually must report all residential loan activity to the Federal Reserve Bank, including information on applications denied, withdrawn, or incomplete by race, sex, and income of the applicant. This information is used to determine whether financial institutions are serving the housing needs of their communities. Areas of analysis will include: • Mortgage application trends, • Geographic distribution of mortgage approvals by lender, • Mortgage application denials, • High -cost lending, • Annual mortgage lending trends by race. • Real estate advertising, and • Real estate practices. Page 1 9 Consultant Services for an Analysis of Impediments to Fair Housing Choke City of Jefferson, Missouri December 6, 2022 Task 6: Impediments to Fair Housing Choice Findings and Recommendations This task will combine RKG's assessment of the City's fair housing practices, observations about the private sector practices and will identify findings and recommendations to close any gaps that currently exist. Task 7: Outreach to Housing Agencies and Advocates Local governments, PHAs, States, and Insular Areas must be involved in fair housing planning to ensure follow through on the obligation to affirmatively further the policies of the Fair Housing Act. AFFH rule recognizes that local governments, PHAs, States, and Insular Areas have the responsibility to identify the nature and extent of barriers to fair housing and set goals for what can and should be done to address them. For this reason, the AFFH rule makes community participation an important part of the development of the AFH and subsequent planning to help ensure the integrity and, ultimately, the success of program participants' efforts to affirmatively furthering fair housing. RKG Associate will engage with the Jefferson housing community, based on the recommendations of the City's Community Development Office. We recommend that all the major housing partners, agencies, and groups interested in the provision of fair housing be asked to participate. • Housing Stakeholder Interviews - RKG will interview the major housing stakeholders in the Jefferson community. This might include other state agencies responsible for receiving and enforcing fair housing complaints. - City Council Members - City Mayor - Planning and Economic Development Commissioner - Jefferson Local Development Agency - Jefferson Housing Authority - Jefferson Public Safety Departments (Police & Fire) - Non -Profit Community Service Agencies - Fair Housing Council - Residential Developers - Community Leaders (Neighborhood Organizers/Organizations, etc. - Real Estate Firms and Landlords - Community Housing Development Organizations (CHDO- Habitat - For Humanity, etc.) • Housing Focus Group - With the City's assistance, RKG will convene virtually a focus group of local housing agencies and advocates to discuss the major fair housing issues identified through the housing interviews. • Strategic Planning and Fair Housing Goal Setting - Finally, based on the first two outreach tasks, RKG will convene virtually the group of local housing partners to set local goals for further Fair Housing in the City of Jefferson. Prior to the goal setting process, RKG will present the findings of its demographic and housing analysis described in Task 2. The participants in the meeting will be the same as those assembled for the Housing Focus Group meeting above. Page l 10 Consultant Services for an Analysis of Impediments to Fair Housing Choice City of Jefferson, Missouri December 6, 2022 C. COST PROPOSAL ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING -JEFFERSON CITY, MISSOURI COST PROPOSAL Task No. Task Description RKG TOTAL FEE Task 1 Overview of Federal, State and Local Fair Houisg and Ant- 5 2,475 5 2,475 Task 2 DemagropNe and Housing Condition Analysis $ 11,475 5 11,475 Task 3 Records of Housing Discrimkselion 5 1,755 5 1,755 Task 4 Review of Public Sector Hawing and Development Policies $ 1,800 $ 1,800 Task 5 Private Sector Polities and Praclkes S 11,475 5 11,475 Task 6 Impediments to Fair HoLning Choke Folding, and Recommendations $ 2,295 5 2,295 Task 7 Outreach to Housing Agencies and Advocates $ 3,735 5 3,735 svtuomi.Profession's/Fre, $ 35,010 $ 35,010 REIMBURSABLE EXPENSES (Estimated Costs,. $ 3,500 5 3,500 Total Fees, Meetings & Expenses $. 38,510 $ 38,510 D. PROJECT SCHEDULE ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING -JEFFERSON CITY, MISSOURI PROJECT SCHEDULE Task Task Descripllens JAN al MAR APR MAY JUN Notice-te-Proceed • Task 1 Overview cf Fedora/, Store and Local Fair Housing and Anti-Diseriminmion 11 1.1 Task 2 Oemographk and Housing CordEtien Analysis 1 1111111111111 Task 3 Records of Housing Discrimination Task 4 Review of Publk Senor Housing and Development Policies ME Tosk 5 Private Sector Policies and Pracrices Task 6 Impediments to Fair Housing Choice Findings and Recommendations MEM Totk 7 Otereodt to Housing Agende, and Advocate, PROJECT MEETINGS Stakeholder Interviews Mousing Focus Groups • p$o Community Meeting ,. 5tralegle Planning and Foir Housing Goat -Setting ger PJ RKG Hourly Task Breakout by Staff Person $ 225.00 $ 135.00 RKG R. Archombouh Ms. on Total Hours Principal Anolya 5 TO 15 6 3 5 15 6 0 50 75 a 5 60 7 11 176 01 11 10 75 13 21 226 50 176 226 RKG Paye 1 11 RELEVANT PROJECT EXPERIENCE Economic, Planning and Real Estate Consultants sS R. I G COMPREHENSIVE HOUSING MARKET ANALYSIS PROJECT NAME AND LOCATION Comprehensive Housing Market Analysis City of Ada, Oklahoma (2014) CLIENT City of Ada RKG SERVICES Socioeconomic Base Assessment, Residential Real Estate Mar- ket Analysis, Affordability Analysis, Build -Out Analysis, Rec- ommendations SITUATION Ada not only serves as the primary employment center for Pontotoc County, but is also the key retail hub for the county and points beyond. Ada is also home to East Central Univer- sity, which has an estimated enrollment of 5,000 students and employs 650 workers. The Chickasaw Nation is Ada's largest single employer with an estimated 3,000 workers, and is very active providing affordable housing to individuals and families both inside and outside of the Nation. A significant proportion of Ada's housing stock is aging and parts of some neighborhoods are in decline. The City of Ada took a proac- tive approach to prepare a plan of action for the city to undertake in the next five years that positions the city to most effectively serve its future population and economic develop- ment needs. RKG APPROACH/SOLUTION Key objectives of the study included: (1) assess the current and projected demographic and economic characteristics of households in the community; (2) identify future population, economic and employment trends; (3) assess the nature and extent of short to mid-term housing demand with respect to various market segments; (4); estimate the affordability of available housing based on household income ranges of city residents (5); and, prepare a plan of action to address cur- rent and future housing needs. RESULTS Recommendations included: creation of an overarching Com- munity Development Corporation with a small full-time staff (of one or more personnel), but with a focus on very specific, targeted neighborhoods on a project by project approach; creation of a Housing Steering Committee to address ongo- ing housing issues and implement the Housing Plan of Action; inventory and prioritize at -risk neighborhoods; encourage the creation of neighborhood associations; use code enforce- ment as a tool of opportunity rather than implementation; allocate resources to demolish vacant, abandoned, and di- lapidated housing that is not suitable for rehabilitation, and possibly land -bank these properties to reclaim them and ultimately return them to productive use in the community; offer tax incentives in targeted areas to encourage and pro- mote construction and rehabilitation of housing. Economic, Planning and Real Estate Consultants Analysis Areas: Ada, Oklahoma RKG The Housing Analysis separately examined seven distinct areas in Ada to correspond to factors such as housing value, age, and area de- mographics. Dilapidated properties such as this were often the single blighted prop- erty on an otherwise slabte block of homes, but present a risk to the neighborhood by signaling disinvestment. FOSSFIKG C .i INC COMPREHENSIVE HOUSING MARKET ANALYSIS ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING PROJECT NAME AND LOCATION Comprehensive Housing Market Analysis (2013) Analysis of Impediments to Fair Housing Choice (Underway) City of Moore, Oklahoma CLIENT City of Moore RKG SERVICES Socioeconomic Base Assessment, Residential Real Estate Market Analysis, Affordability Analysis, Build -Out Analysis, Recommen- dations, Analysis of Impediments SITUATION Moore is a rapidly growing city situated between Oklahoma City and Norman, Home of Oklahoma University. Renowned for its excellent public schools, the number of households in Moore grew by over 32% from 2000 to 2010, and has continued apace since then. However, Moore was beset by tornados in 1998,1999, 2003, 2013, and most recently, May, 2013 in which over 2,000 homes were damaged or destroyed. While in the process of applying for a disaster relief grant, HUD sug- gested that the city conduct its first housing study to examine not only impacts of the disaster, but other salient issues associated with housing in this fast growing community. RKG APPROACH/SOLUTION Key objectives of this analysis were to identify the demographic and economic characteristics of the city and region that will im- pact future development, project short— to mid-term housing demand, and assess the impact of tornado frequency on the housing market. Furthermore, RKG assessed the implications on housing of a planned commuter rail line that will connect Okla- homa City and Norman, and pass through downtown Moore. Tasks included a comprehensive inventory of Moore's housing stock by typology, year built, square footage, and current value per square foot for both homeownership and rental properties. An analysis was also conducted to identify neighborhoods with high concentrations of single family home rentals to determine if they warrant continued monitoring for declines in value. RESULTS Findings of the analysis concluded that Moore has a more than adequate supply of affordable housing, and the city can sup- port the development of higher end homeownership housing. The findings of the study also concluded demand for market rate apartments with amenities and age restricted housing. The homebuilders market has recognized increasing demand for safe rooms and is offering inexpensive options for its new homes —the city may also want to consider subsidizing income - based safe room retrofits. Housing developers are considering more urban models for their projects as developable land is consumed, and the city should explore the potential of mixed - use, transit oriented development around the proposed transit station. Economic, Planning and Real Estate Consultants A City of Moore, OK Study Areas Q kiwi, City um ie Parcel nouedarres Oevelartd Caney Neigrrbor Ccurn ee E7 1-M14+ Zone The Housing Analysis separately examined fire distinct areas in Moore, as well as a one -mile area beyond the city limits. The five interior study areas correspond to Moore's residential development over time. May 20th Tornado Damage t , R f .. . i. t s e-.,�. .� 1 �� r s.x. .s. -g ig'!p y C • 1 — 1-e I ':A l ; 6 ' L- ; :. 1 '—'141itill 74 „ y — } .,. a :r 3 i.s. 9 "'� : s� the May 2073 tornado destroyed 7,348 homes and damaged 728 others. A key task of the study was to estimate the rate of rebuild/ repair to ascertain what impact, if any, on Moores robust housing market. a.ewerra o«.lewneee. At 22 square miles, Moore is a relatively small jurisdiction in the Okla- homa City MSA. A key task in the analysis was to estimate the number of years if will fake for full residential build -out. B IA[ IN COMPREHENSIVE HOUSING MARKET ANALYSIS ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING PROJECT NAME AND LOCATION Comprehensive Housing Market Analysis Analysis of Impediments to Fair Housing Choice (Underway) City of Norman, Oklahoma CLIENT City of Norman RKG SERVICES Socioeconomic Base Assessment, Residential Real Estate Mar- ket Analysis, Affordability Analysis, Build -Out Analysis, Rec- ommendations, Analysis of Impediments to Fair Housing Choice. SITUATION Norman is the home of the University of Oklahoma (OU), and is located within the Oklahoma City Metropolitan Statistical Area. In 2015, Norman engaged the services of RKG Associ- ates to prepare a Housing Market Analysis and an Analysis of Impediments to Fair Housing Choice as stand alone docu- ments. Although the OU Norman Campus has maintained a steady average enrollment of approximately 25,000 over the past ten years, the City's population grew nearly 15% from 2000 to 2010, and an additional 6.5% from 2011 to 201 4. The City is undergoing a surge in the development of student -directed housing, which has implications for both sup- ply and affordability of all housing. RKG APPROACH/SOLUTION A key objective of this analysis was to assess the affordabil- ity of housing in the Norman marketplace with regard to the local, non -student population. This will enable the City of Norman to develop strategies to transition housing that has traditionally relied on the student demand to more conven- tional households. The most challenging aspect of the assign- ment was to identify the student housing demand/supply dynamic, and the implications of pipeline supply coming on line in the years to come. RESULTS Findings of the housing analysis concluded that the real es- tate development community is responding to demand for student directed housing for a static population, which will impact the more conventional housing that has traditionally housed students. This, however, presents the opportunity to increase the inventory of affordable housing to conventional households as units are vacated by students. The AI identified decreased federal funding as the reason for a diminishing number of Section B Voucher units, and CDBG and HOME funds hove decreased over time. Nonethe- less, the City of Norman has effectively marshalled its avail- able resources to support a range of services and programs that meet the needs of low and moderate income households, as well as disabled and special needs populations. Economic, Planning and Peal Estate Coi15Ultai is The Housing Analysis separately examined eight distinct study areas in Ole City, reflecting urbanized areas, the influence of Olt, and the large, non -urbanized area to the east.. Proportions of population below poverty were identified by census tract. The findings of the analysis showed high concentrations of poverty around OU, where most students reside. The population of undergradu- ate students distorts both household income data and housing costs. An analysis of the concentrations of college aged populations aged 18 to 22 showed a direct relationship to the heaviest concentrations of poverty. Student populations are counted in the census, but typically report very low household incomes. FISGAASSCI ANC CITYWIDE AFFORDABLE HOUSING MASTER PLAN AND PRESERVATION STRATEGY PROJECT NAME AND LOCATION Housing Master Plan Alexandria, Virginia CLIENT The City of Alexandria, Office of Housing RKG SERVICES Economic Base Analysis; Housing Market Analysis; Stra- tegic Planning; Implementation Plan. SITUATION The City of Alexandria Housing Department retained the services of RKG Associates, Inc. to prepare a Hous- ing Master Plan. The City of Alexandria faces a severe shortage of affordable housing, largely due to the sharply increasing real estate costs and regional devel- opment pressures over the past decade. Since 2000, there have been dramatic declines in market afforda- ble rental units, as well as in opportunities for afforda- ble homeownership by individuals and families earning between 60 and 80 percent of median income. The lack of affordable choice in Alexandria's housing market threatens the community's diversity, as well as its long term economic sustainability. As such, the City of Alexandria hired RKG Associates to perform a citywide Housing Master Plan to establish a comprehensive vision to guide future development. The plan was created with the goals of preserving and enhancing affordable housing opportunities, community diversity, and econom- ic sustainability. RKG APPROACH/SOLUTION RKG Associates, Inc. performed a supply and demand assessment for the City as a whole, as well as fifteen individual neighborhoods within the City. In addition to assessing the supply and demand for housing, the Con- sultant created a model which allows the City to test various iterations of developer -proposed programs to determine the financial feasibility of the developers' claims as well as the potential impact to the City's bot- tom line. RKG identified the City's gaps in the Alexandria hous- ing market and created a detailed implementation plan for how the City can help close these gaps in providing affordable housing for its residents. The consultant also provided the City with a highly customizable tool for assessing future development financial feasibility. The Housing Department will be able to use this tool into the future for retaining and creating a more diverse mix of housing units. Economic, Planning and Real Estate Consultants_ Map of Affordable Housing Locations Side Yard Infifl, Old Town Alexandria "Living Lane" Ofd Town Alexandria Carlyle Place and Meridian & Eisenhower Eisenhower Ave Metro RKG PUBLIC HOUSING DEVELOPMENT STRATEGY PROJECT NAME AND LOCATION Public Housing Development Strategy Atlanta, Georgia CLIENT Atlanta Housing Authority Atlanta, Georgia RKG SERVICES Residential Market Analysis, Real Estate Market Analy- sis, Retail Market Analysis, Affordable Housing Devel- opment Feasibility Model SITUATION Like all public housing authorities in the United States, the Atlanta Housing Authority (AHA) was forced to as- sess the prospects of fulfilling their public housing mis- sion in the face of a changing financial landscape. With the loss of HOPE VI and other federal money to construct affordable housing, the AHA was faced to create a new paradigm for public housing development in Atlanta. With 11 former QLI public housing sites in their real estate portfolio, the Authority retained RKG Associates, Inc. to assist them in evaluating these vacant sites as locations for future public housing developments. Finally, the AHA wanted to create a new development and funding paradigm that attracted private develop- ment interests beyond traditional tax credit and afford- able housing developers. RKG APPROACH/SOLUTION RKG Associates undertook a market -based approach to ranking each site based on the Authority's ability to at- tract private developer interest and investment in future mixed -income developments in partnership with the AHA. The analysis included a submarket based market analysis for each site and the creation of a develop- ment feasibility model, which introduced current market pricing, construction costs and private investment yields to determine the financial feasibility of developing these sites. The model also determined the maximum affordable housing yield that could be achieved at each site while still achieving developer ROI expecta- tions RESULTS RKG has presented the findings of its analysis to the AHA for review. The analysis identified the Top 6 QLI sites that could both attract new private investment and achieve the AHA's affordable housing goals. Economic, Planning and Recd Estute Consultants Mid. 1990s HOPE Vi Public Noosing — Centennial Place Apartments The New West Highlands Development is introducing Mixed-!ncome Housing in Midtown Atlanta Site of the Former 8ankhead Courts Public Housing Project Slated far Future Mixed-!ncome Development Under a New Funding Paradigm F1t NC URBAN RESIDENTIAL DEVELOPMENT STRATEGY PROJECT NAME AND LOCATION Green Impact Zone Housing Development Services Kansas City, Missouri CLIENT Mid -American Regional Council (MARC) Green Impact Zone Kansas City, Missouri RKG SERVICES Real Estate Market Analysis, Housing Pricing Analysis, and Residential Development Implementation Planning SITUATION RKG Associates, Inc. was retained in to provide real es- tate market analysis and housing development services in support of the redevelopment of a 150 -block urban ar- ea of Kansas City known as the Green Impact Zone. The Green Impact Zone initiative is an effort to concentrate resources —with funding, coordination, and public and private partnerships. The Green Impact Zone has expe- rienced severe abandonment and economic decline over the past four decades. The zone has experienced ex- treme property abandonment, with about 25 percent of its properties in vacant lots and another one -sixth in va- cant structures. Unemployment in Kansas City, Mo., is now 11.7 percent citywide and estimated to be as much as 50 percent in parts of this zone. Fewer than half the homes are owner -occupied. Almost 20 percent of all mortgages were delinquent over the last two years. With over $100 million in federal and private funding target- ed for the Zone, new housing development is necessary to bring residents back to the City's downtown neighbor- hoods. RKG APPROACH/SOLUTION RKG Associates is working with a national housing devel- opment services company to prepare a residential mar- ket study, housing pricing analysis, and demand projec- tions for the study area. RKG has just begun this assign- ment and will make recommendations that will guide redevelopment activities, such as; • Where are the best parcel locations for housing redevelopment to occur? • What level of future housing demand will occur at price points between 30% and 80% of adjusted median income? • What mix of housing is required to improve the bal- ance of ownership and rental housing in some neigh- borhoods? RESULTS The Green Impact Zone is in the process of planning and negotiating with residential developers to construct and renovate housing within the Green Impact Zone. Economic, Planning and Real Estate Consultants The redevelopment of the Green Impact Zone wilt take many years to complete, but the project takes a targeted approach to urban redevelopment. Over $100 million will be directed to the zone for: (1) road and sidewalk improvements, (2) o new electric "Smart Grid", (3) home weatherization improvements, and other resident programs 11117 CMAt1H MACE MLU wR:Kar>mr eoerocxia:nlwun nW5r1 50WWAS1 Mvilc v uI trust I Sfi'SEU 1.1 Raan,sw roeta P071,17, r.,seAlt The Green Impact Zone heat map identifies neighborhood areas that are best suited to support new inveslment. Utilizing a multi -variable rating technique, RKG analyzed property values, housing conditions, property vacancy and abandonment and incidence of crime and highfighfed the best locations for new residential devel- opment and redevelopment slpart HISTORIC MANHE}M FARK• ax OE N Rl0RHOOG 45 i 116 AR_iAir IN E 355h 5t AAs CAI, MINK KPARK 55Jn5.';i EYES -i TOWN FORK CREEK NEIGNEORHOOS taNnl� 1; 4 15 15 RESUMES OF KEY PERSONNEL Economic, Planning and Real Estate Consultants KG ss A E C RUSSELL A. ARCHAMBAULT, VICE PRESIDENT & MANAGING PRINCIPAL PROFESSIONAL PROFILE Mr. Archambault joined RKG Associates, Inc. in 1994, and has aver 31 years experience in community and economic development, economic and fiscal impact analysis, real estate market research, and development feasibility analysis. Since joining RKG Associates, Inc., Mr. Archambault has applied his background to managing numerous projects throughout the US in areas of urban and water -front redevelopment, development feasibility, local and regional economic analysis, military base reuse planning, and transportation economics. Mr. Archambault has also lead the development of RKG Associates' fiscal planning expertise, which assists local governments in understanding the municipal service impacts of local land use decisions and policies. Mr. Archambault is a national speaker on issues of urban redevelopment and fiscal planning. Before joining RKG Associates, Mr. Archambault was Assistant Director of Community Development for the City of Laconia, New Hampshire and also served as project manager for the Virginia Tech Economic Development Assistance Center in Blacksburg, Virginia. Mr. Archambault is managing partner of RKG Associates' Alexandria, VA office. EDUCATION • Bachelor of Science, Public Management, Plymouth State University, Plymouth, NH • Master of Urban and Regional Planning, Virginia Poly -technic Institute and State University (Virginia Tech), Blacksburg, VA PROFESSIONAL AFFILIATIONS • International Economic Development Council (IEDC) • American Planning Association (APA) • Virginia Chapter of the American Planning Association (VAPA) • Virginia Economic Developers Association (VEDA) • Virginia Downtown Development Association (VDDA) • National Main Street Program • National Building Museum, Washington DC • Northern New England Chapter-APA-Executive Com- mittee • Northeastern Industrial Developers Association (NIDA) • New Hampshire Planners Association (NHPA) • PLAN NH, Past Vice President Economic, Planning and Real Estate Consultants RELEVANT PROJECT EXPERIENCE Market Analyses, A/I, Development Strategies Housing Market Study and Impediments to Furthering Fair Housing Plan Moore, OK Mr. Archambault managed the preparation of a citywide housing market study to analysis the future demand for housing, immediately following the impact of an EF-5 tornado, where nearly 2,000 homes were destroyed. RKG was then retained to prepare Moore's Impediments to Fair Housing Analysis, which was informed by the market analysis.. Impediments to Furthering Fair Housing Plan Norman, OK Mr. Archambault led an effort by the Norman Housing Authority to prepare the City's Impediments to Furthering Fair Housing Plan Affordable Housing Market Analysis Aida, Oklahoma RKG Associates was retained by the City to prepare an affordable housing market study to assist in the creation of a strategy to increase affordable housing. Mr. Archambault worked closely with the City's housing and community development staff and with local housing stakeholders, including the tribal leadership of the Chickasaw Nation, the largest employer in town. Exit 150 Redevelopment Analysis Botetourt County, Virginia Mr. Archambault led a team of consultants in the preparation of a redevelopment plan for the Exit 150 interchange of Interstate 81 for Botetourt County, VA. Mr. Archambault conducted a detailed market analysis of several market segments including: (1) residential, (2) retail and services, (3) office and (4) hospitality. The analysis set the conditions for a redevelopment strategy that accompanied a new land plan for this important gateway entrance into the County. Green Impact Zone Residential Market Analysis Kansas City, MO Mr. Archambault was retained by the newly formed Green Impact Zone organization to assist in the creation of a residential development strategy in Kansas City's urban core. As part of a public/private initiative funneling more than $150 million in new road, green energy and infrastructure investment, the most essential element of the Green Impact Zone was to reverse the out - migration of residents from a blighted 105 -block area. Mr. Archambault conducted a residential market study to identify the most likely market segments to capture in the study area, both market rate and subsidized units. RKG RUSSELL A. ARCHAMBAULT Alexandria Housing Master Plan, Alexandria, VA Mr. Archambault managed the preparation of a citywide housing master plan for the City of Alexandria, VA. Mr. Archambault facilitated a public engagement process to educate and inform City residents and housing officials on the projected affordable housing needs of the City over the next 20 years, including special needs groups. The plan was the City's first comprehensive examination of it affordable housing supply. Pittsburgh Citywide Housing Strategy, Pittsburgh, PA Mr. Archambault was retained by the City of Pittsburgh to conduct an analysis of the City's residential market and to analyze the supply and demand for future public housing. Mr. Archambault analyzed housing in the City's 94 neighborhoods and conducted a review of the Pittsburgh Housing Authorities public housing portfolio, which was experiencing very high vacancy due to poor management and maintenance. Based on RKG's research findings, Mr. Archambault was able to assist the PHA in repositioning its public housing inventory and identified opportunities to revitalize the City's most disadvantaged communities. Bowling Green Downtown Housing Analysis Bowling Green, KY The Downtown Bowling Green Redevelopment Housing Analysis was commissioned by the City of Bowling Green to analyze local housing development opportunities in the City's downtown redevelopment district. Mr. Archambault directed the analysis, accounting for both market rate and subsidized housing. The report also included an as- sessment of the supply and demand for home ownership op portunities. Morgantown City-wide Housing Strategy Morgantown, WV RKG Associates was retained by the Fairmont - Morgantown Housing Authority to prepare a citywide housing study. Mr. Archambault directed an in-depth analysis of the City's residential housing market and the surrounding region. This study analyzed the supply and demand for housing relative to the availability, affordability, and condition of the housing stock. The impacts and demands from West Virginia University students and faculty were also considered in this analysis. Residential Development Strategy, Blacksburg, VA RKG Associates was retained by a local residential developer to analyze the need for additional market - rate, student, and affordable housing over the next 10 years. Mr. Archambault directed the supply and demand analysis and estimated the demand for affordably - priced housing. The analysis also included a development site screening analysis, which identified 10 potential locations for new housing development. In addition, Mr. Archambault prepared a 10 -year business and development strategy for the developer Market and Economic, Planning and Real Estate Consultants Development Feasibility Studies. Millville Downtown Renaissance, Millville, NJ Mr. Archambault provided market and feasibility support for the creation of the Downtown Renaissance Plan for Downtown Millville, NJ. This city of 25,000 pop. located between Philadelphia and Atlantic City desired to undertake a multi -phase, waterfront redevelopment strategy that would introduce urban infill housing, office develop-ment, open space/recreation, live/work artist space, and hospitality facilities to the downtown. The City is currently moving forward with the project team's recommendations and is trying to secure developer interest in a new down -town hotel and restaurant. Courthouse Square Redevelopment Market Feasibility Analysis. Arlington County, VA RKG Associates was retained by Arlington County (VA) Economic Development to examine the market feasibility of a previously approved site plan for a 3 -block urban center. Mr. Archambault directed an analysis of market segments including: (1) high-rise office, (2) retail, and (3) full -service hotel. This study was the impetus for the County to solicit developers to create a dynamic civic space in the center of Arlington. Capitol Hill Towers Tax Increment Financing (TIF) Feasibility Analysis, Washington, DC RKG Associates was retained by the Washington, DC government to review the market and financial feasibility of a proposed a $1 13 million, mixed -use development in southeast Washington, DC. Mr. Archambault directed and prepared 10 -year operating and tax revenue projections, to determine if the proposed project could support the debt service on an $11.5 million Tax Increment Fi-nancing (TIF) package sought by the developer, NJA De-velopment Partnership LC of New York City. RC EAT - SUMMER PAN, MARKET ANALYST/URBAN PLANNER PROFESSIONAL PROFILE Summer (Zhiyin) Pan, is a Market Analyst and Urban Planner with RKG Associates. Ms. Pan joined RKG Associ- ates in 2018 and has three years of experience in hous- ing, economic development, land use, and real estate development. Ms. Pan has a specialty of assisting commu- nities to envision and achieve redevelopment potentials with a focus on livability and preserving local character. This includes projects from renovating a property to strategizing on public/private partnerships for redevel- opment solutions. PROJECT ROLE Ms. Pan will provide technical, GIS and analytical sup- port to RKG Associates and will be very involved in the analysis of affordable housing needs. EDUCATION M.R.P., City and Regional Planning, Cornell University, Ithaca & New York, NY, 2016 B.S., Tourism Management, Beijing International Studies University, Beijing, China, 2014 RELEVANT PROJECT EXPERIENCE Analysis of Impediments to Fair Housing Choice Norman, Oklahoma The City of Norman retained RKG Associates to up- date its 2015 Analysis of Impediments to Fair Housing Choice. Ms. Pan was responsible for all analytical ele- ments of the plan, including the census tract -based GIS analysis and the home mortgage analysis. Analysis of Impediments to Fair Housing Choice Moore, Oklahoma The City of Moore lost over 1,000 housing units in a 2013 F5 tornado. Since that time, the City has worked hard to replace several neighborhoods with new hous- ing. Ms. Pan was involved in the City's analysis of im- pediments to fair housing choice and documented the creation of hundreds of new housing units in the torna- do impact zone. Summer was also responsible for all analytical elements of the plan, including the census tract -based GIS analysis and the home mortgage analysis. Howard County Route 1 Corridor Master Plan Howard County, Maryland The U.S. Route 1 corridor in Howard County is posi- tioned between the City of Baltimore and Washington D.C. metropolitan area and is witnessing a rapid growth of population. It is envisioned as a growth area in the County's general plan, yet it has not attracted Economic, Planning and Real Estate Consultants the level of private investment in mixed -use develop- ment and high -quality retail development envisioned by previous planning efforts and desired by residents. Retained by Howard County, RKG Associates, Inc. leads a group of consultants in planning, urban design, and transportation planning to analyze and envision redevelopment potentials along the Route 1 corridor. The RKG Team focuses on economic and demographic trends, existing land use conditions, development trends, urban design, transportation planning, and the analysis of potential redevelopment areas. This project commenced in July 2018 and will be finalized in July 2019. Spotsylvania County Economic and Fiscal Model Update Spotsylvania County, Virginia Spotsylvania County, Virginia retained RKG Associates in 2012 to create an economic development model intended to guide the community towards sound devel- opment and economic growth decisions. The consult- ants created a fiscal planning tool that allows the County to assess the fiscal and economic impacts of projected future development patterns. This model projects the potential impact of a development scenar- io on revenues and expenditures of the community based on a set of user -specified assumptions over a set period. The County invited the RKG Team to up- date the 2012 model for the most recent fiscal year based on updated data and development conditions. RKG will deliver this project in Spring 2019. New York City Department of Housing Preservation & Development* New York City, NY As a Planning Intern, Ms. Pan prepared research on community development trends to inform government RFP development. She collected and refined data from US Census Bureau and the city's open databases. She analyzed the affordability, housing conditions, and the economic and demographic trends in 199 neighbor- hoods using ArcGIS and Excel. She studied over 50 new development projects and produced presentations to inform community outreach. Ms. Pan also assisted city agency partners with community meetings and de- sign charrettes for mixed -income projects. ASS C. ATEa INC PROJECT REFERENCES Housing Market Analysis and Analysis of Impediments to Fair Housing Ms. Kahley Gilbert, Project -Grants Manager Capital Planning and Resiliency City of Moore 301 N. Broadway Moore, Oklahoma 73160 Tel: 405-793-4571 phone E-mail: kgilbert@cityofmoore.com Housing Market Analysis and Analysis of Impediments io Fair Housing Ms. Linda Krieg, Grants Planner City of Norman Lisa Krieg, Grants Planner Department of Planning & Development 201 W. Gray St. Norman, OK 73070 Tel: (405) 366-5464 E-mail: Lisa.Krieg@NormanOK.gov Analysis of Impediments to Fair Housing Ms. Christine James, Housing 8. Community Development Administrator City of Lawton Housing & Community Development 1405 SW 11th Street Lawton, OK 73501 Tel: 580-581-3347 E-mail: Christine.James@lawtonok.gov Economic, Planning and Real Estate Consvltants RKG Assfic AikS PROPOSAL AFFIDAVITS Economic, Planning and Real Estate Consultants AASSTJCinrt S INC EXHIBIT B EXHIBIT 2 — FEDERAL TERMS Access to Records The City, the federal granting agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions. Compliance with Federal, Local and State Laws The contractor shall be bound by, and comply with all applicable federal, state, and local laws and regulations, including but not limited to 2 CFR Part 200 Appendix II (Contract Provisions for non -Federal Entity Contracts Under Federal Awards) and 24 CFR Parts 570. 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. Energy Policy and Conservation Act The contractor must comply with standards and policies relating to energy efficiency which are contained in the state energy conservation plan (Missouri Office of Administration's Comprehensive State Energy Plan) issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94A 163, 89 Stat. 871). 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 $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; 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. Retention Requirements for Records. The contractor shall retain financial records, supporting documents, statistical records and all other records pertinent to the financial assistance agreement for a period of three years starting 24 from the date of submission of the final payment request. Authorized representatives of federal awarding agencies, the Federal Inspectors General, the Comptroller General of the United States, the City or any of their designees shall have access to any pertinent books, documents, and records of contractor in order to conduct audits or examinations. The contractor agrees to allow monitoring and auditing by the City and/or authorized representative. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the contractor shall retain records until all litigations, claims or audit findings involving the records have been resolved and final action taken. Termination 1. Termination for Cause. The City 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 City shall promptly notify the Contractor in writing of such a determination and the reasons for the termination, together with the effective date. The City 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 City 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 City reserves the right to terminate the contract at any time, for the convenience of the City, 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 City pursuant to the contract prior to the effective date of termination. Training and Employment of Lower Income Residents of Project Area 1. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u. Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the area of the project. 2. The parties to this contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development and all applicable rules and orders of the City issued hereunder prior to the execution of this contract. The parties to this contract certify and agree that they are under no contractual or other disability that would prevent them from complying with these requirements. 25 ATTACHMENT D -- DISADVANTAGED BUSINESS UTILIZATION AGREEMENT A. The bidder agrees to attempt to expend at least 0 % of the contract, if awarded, for Disadvantaged Business Enterprise (DBE) for purposes of this goal, the term "Disadvantaged Business Enterprise" shall mean a business: 1. Which is at least 51 percent owned by one or more minorities or women, or, in the case of a publicly owned business, at least 51 percent of the stock of which is owned by one or more minorities or women; and 2. Whose management and daily business operations are controlled by one or more such individuals. "Disadvantaged Group Member" or "Disadvantaged" means a person who is a citizen or lawful permanent resident of the United States, and who is: I. Black (a person having origins in any of the black racial groups ofAfrica); 2. Hispanic (a person of Spanish or Portuguese culture with origins in Mexico, South or Central America, or the Caribbean Island, regardless ofrace); 3. Asian American (a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian sub -continent, or the Pacific Islands); 4. American Indians and Alaskan Native (a person having origins in any of the original peoples of North America); 5. Member of other groups, or other individuals, found to be economically and socially disadvantaged by the Small Business Administration under Section 8(a) of the Small Business Act, as amended [ 15 U.S.C. 637(a)]. 6. A female person who requests to be considered as an DBE, and who "owns" and "controls" a business as defined herein. Disadvantaged Business Enterprises may be employed as contractors, subcontractors, or suppliers. B. The bidder must indicate the Disadvantaged Business Enterprise(s) proposed for utilization as part of this contract as follows: Dollar Value of Name & Address of DBE Firms Nature of Participation Participation n!a 4 Total Bid Amount: $38,510.00 Total $ Participation: $0.00 Percentage of Disadvantaged Business Enterprise Participation: 0 % C. The bidder agrees to certify that the disadvantaged business firm(s) engaged to provide materials or services in the completion of this project: (a) is a bona fide Disadvantaged Business Enterprise; and (b) has executed a binding contract to provide specific materials or services for a specific dollar amount. A roster of bona fide Disadvantaged Business Enterprise firms will be furnished by the City of Jefferson. The bidder will provide written notice to the Liaison Officer of the City of Jefferson indicating the Disadvantaged Business Enterprise(s) it intends to use in conjunction with this contract. This written notice is due five days after notification to the lowest bidder. Certification that the Disadvantaged Business Enterprise(s) has executed a binding contract with the bidder for materials or services should be provided to the DBE Coordinator at the time the bidder's contract is submitted to the DBE Coordinator. D. The undersigned hereby certifies that he or she has read the terms of this agreement and is authorized to bind the bidder to the agreement herein set forth. Russell Archambault Name of Authorized Officer Date 12-5-22 Signature of Authorized Officer 5 CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item F SUBJECT: Awarding Bid IFB4087 to, and Authorizing a $34,500 Construction Contract with CCIMW, LLC for the Walnut Pump Station Protective Coatings Protect DATE CONSIDERED: February 6, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff recommends the award of the bid to CCIMW Painting of St. Charles, Missouri for the Walnut Pump Station -Protective Coatings project. This construction contract will delaminate and recoat the protective coatings on iron pipes at the Walnut Pump Station at 500 W. Main Street. The original coatings were installed in 2002 and are in a corrosive environment. The original system has lasted 21 years. Funds will come from the Wastewater Enterprise Fund Account 64-670-540303 Pumping Systems Maintenance for FY22-23. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid IFB4087 — Project 31190, Walnut Pump Station — Protective Coating Public Works, Wastewater, Opened January 10, 2023 RECOMMENDATION: Staff recommends the award of bid IFB4087 to CCIMW Painting of St Charles, MO for the Walnut Pump Station — Protective Coating project. Bids allowed for a base price and an alternate price. Due to funding, the Department is recommending to award to the alternate pricing. All bids were reviewed and evaluated. Four bids were received and CCIMW was the low bid. The Department recommends awarding CCIMW's bid of $34,500.00. BIDS RECEIVED: CCIMW Painting, St Charles, MO Mechanical Jobbers Marketing, Lithonia, GA Mangan Painting, Co., Inc, Cherokee, IA Thomas Industrial Coatings, Pevely, MO Alternate A $34,500.00 $99,500.00 $45,170.00 $39,785.00 This bid was advertised in the News Tribune on 12/11/2022 and posted on Bonfire. Bid notifications were sent to 3,050 vendors and had 20 document takers. FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 64-670-540303 Pumping System Maintenance, Wastewater Funds $83,000.00 $6,689.08 $34,500.00 $41,810.92 Bid Total $34,500.00 ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: Pur acing Agent 1/24/23 Items CCIMW Painting Total Cost $ 99,000.0 QuantityRec UnitPrice Prepare pipe surfaces in accordance with SSPC- #1-1 SP6 standards #1-2 Recoat pipe surfaces 1 1 f t $ 42,800.0 $ 21,700.0 Mechanical Jobbers Marketing $ 209,000.0 UnitPrice Mongan Painting, Co., Inc. $ 108,595.0 UnitPrice $ 54,000.0 $ 55,500.0 $ 37,185.0 $ 26,240.0 Thomas Industrial Coatings $ 101,659.0 UnitPrice $ 40,219.0 $ 21,655.0 2 Alternate A $ 34,500.00 $ 99,500.00 $ 45,170.00 $ 39,785.00 Prepare pipe surfaces in accordance with SSPC- #2-1 SP3 standards 1 #2-2 Overcoat pipe surfaces 1 Awarding Alternate A $ 13,500.0 $ 21,000.0 fry $ 44,000.0 $ 55,500.0 $ 17,415.0 $ 27,755.0 I$ 24,950.0 $ 14,835.0 Department of Public Works Memorandum 320 E. McCarty Street • Jefferson City, Missouri 65101 • P 573-634-6410 • F 573-634-6562 • www.ieffcitymo.orq Date: January 17, 2023 To: Leigh Ann Corrigan, Purchasing Agent From: Eric Seaman, Wastewater Division Director Subject: Project No. 31190 — Walnut Pump Station — Protective Coating Bid No. IFB4087 Public Works has completed a review of the bids opened at 1:30 P.M. on January 10, 2023 for the above noted project. Based on our review, we recommend acceptance of the low alternate bid by CCIMW, LLC. The total amount of the contract will be $34,500.00. This price it the best use of money for the life of the coating system. The project will be expensed as follows from approved FY22-23 Budget CCIMW, LLC ($34.500.00) Account Available Required Remaining 64-670-540303 $78,623.99 $34,500.00 $44,123.99 If you need any other information please feel free to contact me at extension 6443. cc: Project file Writer's file CITY OF JEFFERSON CONSTRUCTION CONTRACT THIS CONTRACT made and entered into the date last executed by a party as indicated below, by and between CCIMW, 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". WITNESSETH: That Whereas, the Contractor has become the lowest responsible bidder for furnishing the supervision, labor, tools, equipment, materials and supplies and for constructing the following City improvements: Project No. 31190, Walnut Pump Station - Protective Coating. NOW THEREFORE, the parties to this contract agree to the following: 1. Scope of Services. Contractor agrees to provide ail labor, equipment, hardware and supplies to perform the work included in the project entitled "Walnut Pump Station - Protective Coating" 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 forih 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 January 9, 2023_which are by reference made a part hereof. No partial payment to the Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. The total amount of this contract shall not exceed Thirty-four Thousand, Five Hundred Dollars and Zero Cents ($34,500.00). 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 120 calendar days from the date Contractor is ordered to proceed, which order shall be issued by the Director of Public Works within ten (10) days after the date of this contract. 4. 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 100% 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 R.S.Mo., except for those claims governed by the provisions of the Missouri Workmen's Compensation Law, Chapter 287, RSMo. No policy will be accepted which excludes liability for damage to underground structures or by reason of blasting, explosion or collapse. (e) Before commencing any work, the Contractor shall provide to the City certificates of insurance evidencing the issuance and maintenance in force of the coverages required by this paragraph 4. Each such certificate shall show the City, and such other governmental agencies as may be required by the City to be insured by underlying grant or contract relating to the Project, as an additional insured, and shall bear an endorsement precluding cancellation of or change in coverage without at least thirty (30) days written notice to the City. The City may waive any insurance coverages or amounts required by this paragraph 4 when the City deems such waiver to be in the interest of the public health, safety, and general welfare. (f) Subcontracts - In case any or all of this work is sublet, the Contractor shall require the Subcontractor to procure and maintain all insurance required in Subparagraphs (a), (b), and (c) hereof and in like amounts. (g) Scope of Insurance and Special Hazard. The insurance required under Sub -paragraphs (b) and (c) hereof shall provide adequate protection for the Contractor and its subcontractors, respectively, against damage claims which may arise from operations under this contract, whether such operations be by the insured or by anyone directly or indirectly employed by it, and also against any special hazards which may be encountered in the performance of this contract. NOTE: Paragraph (f) is construed to require the procurement of Contractor's protective insurance (or contingent public liability and contingent property damage policies) by a general contractor whose subcontractor has employees working on the project, unless the general public liability and property damage policy (or rider attached thereto) of the general contractor provides adequate protection against claims arising from operations by anyone directly or indirectly employed by the Contractor. 5. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. Performance and Materialman's Bonds Required. Contractor shall provide a bond to the City before work is commenced, and no later than ten (10) days after the execution of this contract, guaranteeing the Contractor's performance of the work bid for, the payment of amounts due to all suppliers of labor and materials, the payment of insurance premiums for workers compensation insurance and all other insurance called for under this contract, and the payment of the prevailing wage rate to all workmen as required by this contract, said bond to be in a form approved by the City, and to be given by such company or companies as may be acceptable to the City in its sole and absolute discretion. The amount of the bond shall be equal to the Contractor's bid. 13. 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. 14. 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. 15. 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. 16. 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. 17. Complete Understanding, Merger. Parties agree that this document including those documents described in the section entitled "Contract Documents" represent the full and complete understanding of the parties. This contact includes only those goods and services specifically set out. This contract supersedes all prior contracts and understandings between the Contractor and the City. 18. 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. 19. 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. 20. 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. 21. 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. 22. 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. 23. 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. 24. 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 B or C, whichever is applicable, of this section have elapsed. E. The City shall withhold and retain from any amount due under the contract, all sums and amounts due and owing as a result of any violation of this section when making payments to the contractor under the contract. The contractor may withhold from any subcontractor, sufficient sums to cover any penalties the City has withheld from the contractor resulting from the subcontractor's failure to comply with the terms of this section. 25. 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. 26. 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 1810 Scherer Pkwy., St. Charles MO 63303. 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: ATTEST: ATTEST: City Clerk Title: APPROVED AS TO FORM: CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item G SUBJECT: Awarding Sole Source Bid to Black Rain Ordnance at an amount of $21,792.70 DATE CONSIDERED: February 6, 2023 ijo DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: r i� Approval of this Consent Agenda item would award a bid to Black Rain Ordnance for the purchase and trade-in for Black Rain rifles. The request for sole source has been thoroughly researched and found no other retail vendors that sell to Law Enforcement agencies nor do they offer the same services that Black Rain Ordnance provides. The cost for rifles will be $21,792.70 from the Police Field Operation Equipment - Sales Tax H account (46-990-575009). Since Black Rain Ordnance is authorized to sell to law enforcement agencies, they are also able to offer trade-in for the SWAT team's current weapons as part of the sale in the amount of $8,575.00. The total cost of the above is $30,367.70. The amount allowed for trade-in is $8,575.00. After trade-in, the amount will be $21,792.70. The Purchasing Division recommended Purchasing to award the listed amount for purchasing rifles, BRO-SPEC15 SBR with suppressors for the SWAT team from Black Rain Ordnance of Neosho, Missouri. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Sole Source Procurement — Black Rain Ordnance Police Department RECOMMENDATION: Staff recommends purchasing rifles, BRO-SPEC15 SBR with suppressors for the Special Weapons and Tactics Team (SWAT) from Black Rain Ordnance of Neosho, Missouri by means of sole source procurement. There are other retail vendors that sell the BRO-SPEC15 SBR but they are not authorized to sell to Law Enforcement agencies nor do they offer the same services that Black Rain Ordnance provides such as: providing armorer training, providing a lifetime and accuracy warranty, and provides a loaner program for the agency firearms involved in officer -involved shootings during the investigation process or weapon failure. This makes purchasing the weapons from them a sole source. Since Black Rain Ordnance is authorized to sell to law enforcement agencies, they are also able to offer trade-in for our current weapons as part of the sale. We are asking for approval to declare this purchase as a sole source, to approve the expenditure, to declare the other weapons as surplus, and to approve a budget amendment to spend the trade amount for the purchase of the weapons. The cost for the weapons and suppressors is $30,367.70. The amount allowed for trade-in is $8,575.00. SOLE SOURCE PROCUREMENT: Black Rain Ordnance, Neosho, MO FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Estimated Spend Amount Balance 46-990-575009 Police Field Oper Equip — Sales Tax H Funds $108,222.00 $4,800.00 $21,792.70 $100,354.30 10-300-572020 Purchase of Equipment — General Funds $8,575.00* $0 $8,575.00 $0 Total Amount 830,367.70 *Note: the current balance is zero. $8,575.00 will be credited to this account based on the approval of the budget amendment for the trade-in amount. Cost of Weapon with Suppressor $30,367.70 Trade -1 n Amount $8,575.00 ATTACHME S - SUPP Signature RTING DOCUMENTATION asing Agen 11 /23 Badge # LOWER Weapons to be Declared as Surplus and Used as Trade -In UPPER Parts and Furniture 5 Bushmaster SN: L191987 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, Gi Plastic Hand Grip, GI Stock 12 Bushmaster SN: L192094 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 16 Buschmaster SN: L366919 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 26 Bushmaster SN: 1208045 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 31 Windam SN: WW249003 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 36 Bushmaster SN: L395339 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 41 Smith&Wesson SN: TE07197 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 43 Buschmaster SN: L346657 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 45 Windam SN: WW248989 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 61 Windham SN: WW249004 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 70 Smtih&Wesson SN: 09496 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 71 Bushmaster SN: L200271 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 73 Bushmaster SN: L358564 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 75 Bushmaster SN: L192011 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec Gi Trigger, GI Plastic Hand Grip, Gl Stock 77 Bushmaster SN: L407550 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 78 Bushmaster SN: L347001 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 82 Bushmaster SN: L358552 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 86 Bushmaster SN: L200303 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock 95 Smith&Wesson SN: TE07197 UPPER (10.5" Bull barrel with quad Picattiny Rail) - A2 Frontpost gas block Mil Spec GI Trigger, GI Plastic Hand Grip, GI Stock All 5.56 / .223 * All rifles will be stripped of aftermarket furniture, foregrips optics, and bad levers, will have stock GI grips, stocks, no sights BLACK RAIN ORDNANCE, INC. BLACK RAIN t � I 11633 IRIS RD NEOSHO, MO 64850 PHONE: (417)-217-4337 EMAIL: ALEWIS(WBLACKRAINORDNANCE.COM CITY OF JEFFERSON CITY JEFFERSON CITY POLICE DEPARTMENT 401 MONROE STREET JEFFERSON CITY, MO 65101 ATTN: LEIGH ANN CORRIGAN PHONE: (573) 634-6325 FAX: (573) 634-6329 E-MAIL: LCORRIGAN@JEFFERSONCITYMO.GOV DATE: 08/26/2022 LEIGH ANN, IT WAS GREAT TALKING WITH YOU THIS WEEK, AND HOPEFULLY I'M ABLE TO CAPTURE ALL THE ITEMS THAT WE DISCUSSED AND OFFER AS THE MANUFACTURER OF THESE LAW ENFORCEMENT WEAPON SYSTEMS. BLACK RAIN ORDNANCE BUILDS EACH AGENCY ORDER BASED ON THE TACTICAL REQUIREMENTS SET BY THE AGENCY, SO EACH RIFLE IS A CUSTOM MADE AND THOROUGHLY TESTED BEFORE IT LEAVES OUR MANUFACTURING FACILITY LOCATED IN NEOSHO, MISSOURI. BLACK RAIN ORDNANCE OFFERS A LIFETIME WARRANTY ON ALL THE FIREARMS WE MANUFACTURE. BLACK RAIN ORDNANCE OFFERS AN ACCURACY GUARANTEE OF 1" MOA OR LESS ON OUR LE FIREARMS. BLACK RAIN ORDNANCE OFFERS FREE CERAKOTE FINISHES AND ENGRAVING OF THE AGENCY'S ARTWORK FOR NO ADDITIONAL CHARGE. WITH THE PURCHASE OF (10) RIFLES OR MORE, BLACK RAIN ORDNANCE OFFERS A (16) HOUR POST CERTIFIED ARMORER'S COURSE WITH 3 -YEAR CERTIFICATION. WE ALSO WILL PROVIDE THE AGENCY ATTENDEES WITH LODGING ALL AT NO COST TO THE DEPARTMENT. AND BLACK RAIN ORDNANCE WILL ENDEAVOR TO PROVIDE AGENCIES WITH A LOANER RIFLE, FOR AGENCY FIREARMS INVOLVED IN OFFICER INVOLVED SHOOTINGS DURING THE INVESTIGATION PROCESS. (SOME RESTRICTIONS MAY APPLY). PLEASE CONTACT ME IF YOU HAVE ANY QUESTIONS, OR IF I CAN HELP IN ANY WAY! THANK YOU, ALAN F. LEWIS, BLACK RAIN ORDNANCE, LE REP Jefferson City Missouri Police Purchase Request Form Request Information Date of Request: 12/13/2022 Submitted By: Sgt. Shearer Division: Operations Item(s) Requested (Attach quote - 3 quotes for expenses greater than $5,000) Price Black Rain BRO-Spec15 SBRs & Suppressors $1598.30 x 19 $30,367.70 Trade -In Value ($8,575.00) Total Price: $21,792.70 Justification (attach additional pages if necessary) The Jefferson City Police Department Special Weapons and Tactics Team (SWAT) is requesting the purchase of new BRO-SPECS15 SBR rifles and suppressors from Black Rain Ordnance, INC, out of Neosho, Missouri. Since January 2022, SWAT Operators, including myself, have suffered severe failures in our current rifle system. The losses have included loose barrels, bent gas tubes, trigger group failures, sheered extractors, and bent firing pins. SWAT Operators spend a great deal of time using their rifle system. The rifle system has become very aged and unreliable. Most of the current rifle systems have been pieced together with mismatching upper and lower groups. During a recent range training, SWAT Operators were tasked with checking the zero on their individually assigned rifles. The exercise showed the 19 SWAT members and 1 Medic; only two had zeroed, accurate rifles. This can be attributed to the rifle system's mechanical failures and continuous usage. At any moment, a SWAT Operator can be placed into situations that require quick and decisive decision - making. With this in mind, they must have the best and most reliable equipment possible during a high -stress and ever-changing situation. SWAT has tested and evaluated BRO-SPECS15 SBRs and suppressors. It was chosen as the best rifle by team members. We currently have one Black Rain Ordnance Armorer and plan to send another officer. The weapon system specifications are attached. The company offers a lifetime and accuracy guarantee on all its weapons. They provide a weapon if an operator has a weapon failure or is involved in an officer -involved shooting. With this rifle system, we are also requesting an integrated suppressor. SWAT Operators would be protected from noise concussion and over -pressure, leaving the front of the rifle when in tight areas. Also, victims and bystanders would be protected from noise, concussion, and overpressure, leaving the front of the barrel. SWAT Operators spend most of their mission time in tight spaces, which increases the effects of noise concussion and over -pressure. Outfitting SWAT with new BRO-SPECS15 SBRs and suppressors will cost $21,792.70. This price reflects the trade-in of our current weapons. Without the trade-in value applied, the cost will be $30,367.70. As stated above, SWAT's current rifle system is having numerous issues. This request is critical to the department and the community we serve. Supervisory4 Approval pApprove �,f d { - Signature: %� z_fcz) �! --L Date: /,► i 3/20 2 A ■ • Rejected Division Commander Approval Approved 1 Signature: ii�_2 G c Date: /l I3 2 • Rejected Chief of Police Approval Signature: Date: • Approved • Rejected Comments: 3 -M-- P.,C\e 5 BLACK RAIN ORDNANCE, INC. BLACK RAIN LAW ENPCRZEMENT 11633 IRIS RD NEOSHO, MO 64850 PHONE: (417)-217-4337 EMAIL: ALEWIS@BLACKRAINORDNANCE.COM QUOTE SALES QUOTE #202208310001 DATE: 08/31/2022 TO: SHIP TO: AGENCY - ORI If AGENCY - ORI # JEFFERSON CITY POLICE DEPARTMENT JEFFERSON CITY POLICE DEPARTMENT 401 MONROE STREET 401 MONROE STREET JEFFERSON CITY, MO 65101 JEFFERSON CITY, MO 65101 ATTN: KYLE EGGEN ATTN: KYLE EGGEN PHONE: (573) 634-6400 E-MAIL: KEGGEN@JEFFERSONCITYMO.GOV COMMENTS OR SPECIAL INSTRUCTIONS: THIS IS A PRELIMINARY QUOTATION FOR AGENCY PRICING FOR (19) BRO-SPEC15 CUSTOM BUILT SHORT BARRELED RIFLES WITH SUPPRESSORS. (STANDARD SPECIFICATIONS LISTED BELOW) OTHER OPTIONS, FINISHES, UPGRADES, & ACCESSORIES ARE AVAILABLE. QUANTITY DESCRIPTION UNIT PRICE TOTAL 19 $679.00 FET-EXEMPT $12,901.00 BRO-SPEC15 SBR'S & SUPPRESSORS BARREL LENGTH: 10.5" SBR BARREL MATERIAL: 4150 CHROMOLY CALIBER: 5.56 NATO GAS BLOCK: ADJUSTABLE WITH HEAVY BUFFER MUZZLE DEVICE: BRO-ARIS - 5.56/.223 SILENCER RECEIVERS: FORGED DUSTCOVER: SEE DETAILS BELOW STOCK/BRACE: MAGPUL MOE HANDGUARDS: HYBRID MLOK HANDGUARD LENGTH: 12" FINISH: ANODIZED, OR CERAKOTE (COLOR) (TBD) BOLT CARRIER GROUP: BRO-BCG - 5.56 NICKEL BORON CHARGING HANDLE: SPEC15/G. 1. TRIGGER: DROP 1N TRIGGER - WITH AMBI SAFETY (SET TO AGENCY SPECIFICATIONS) GRIP: G. I. SIGHTS: MAGPUL MBUS CASE: SOFT SIDED MAGAZINE: (30) ROUND MAGPUL PMAG QUANTITY DESCRIPTION UNIT PRICE TOTAL WARRANTY: LIFETIME & ACCURACY GUARANTEE ADDITIONAL ACCESSORIES: TO BE DETERMINED OPTICS: TO BE DETERMINED (NOTE: WE ARE LE DISTRIBUTORS FOR THE FOLLOWING PRODUCT LINES - BENELLI LE SHOTGUNS, COMP-TAC, EOTECH, HIGH SPEED GEAR, HOLOSUN, HUXWRX SAFETY, NIGHT FISION, SCALARWORKS, STREAMLIGHT, VORTEX OPTICS) TBD CERAKOTE FINISHS: (COLOR TO BE DETERMINED - SEE THE CHART BELOW FOR STANDARD OPTIONS) INCLUDED • ELITE SMOKE E-420 • GRAPHITE BLACK C-102 . ELITE BLACKOUT E-100 OUTSIDE DUSTCOVER - SURFACE ENGRAVE RIFLE NUMBER 1 THROUGH 19 AS SEEN BELOW DUST COVER OUTSIDE: CLOSED S INSIDE DUSTCOVER - SURFACE ENGRAVE JCPD SWAT AS SEEN BELOW DUST COVER INSIDE: OPEN QUANTITY DESCRIPTION UNIT PRICE TOTAL lel - DEEP ENGRAVE - AGENCY PATCH AS SEEN BELOW ii" I 11.IIIP _ ____ 1,..•--11..,•=0:Nmem 11-21611 Orli! f�EfiSOt1 `51 oc hum�T CIS 1a ! !r"ti ' :Till - -NIISSOlJAi+ IIII POLICE LOANER PROGRAM FOR AGENCY FIREARMS INVOLVED IN OFFICER INVOLVED SHOOTINGS DURING THE INVESTIGATION PROCESS. (SOME RESTRICTIONS MAY APPLY). INCLUDED N/C POPULAR UPGRADES & ENHANCEMENTS 19 LR-088 - AMBI SELECTOR INSTALLED $12.50 $237.50 19 BRO-BCG - 5.56 BCG - NICKEL BORON $159.00 $3,021.00 19 BRO-DIT-P - 3.5 LB. DROP -IN TRIGGER GROUP W/ KNS ANTI- ROTATION PINS (CAN SET TRIGGER WEIGHT TO AGENCY SPECIFICATIONS) $156.00 $2,964.00 19 BRO-ARCS - 5.56/.223 SILENCER $514.00 $9,766.00 19 MAG247-BLK - MAGPUL MBUS GEN 2 FRONT IRON SIGHT- BLACK $31.61 $600.59 19 MAG24S-BLK - MAGPUL MBUS GEN2 REAR IRON SIGHT - BLACK $46.19 $877.61 TBD VORTEX OPTICS TBD TBD TBD HOLOSUN LE OPTICS TBD TBD TBD EOTECH OPTICS TBD TBD 1 - LOT TRADE ITEMS FOR CONSIDERATION - (19) ASSORTED 10.5" SBR'S (BUSHMASTER, SMITH & WESSON, & WINDHAM WEAPONRY) UPPER (10.5" BULL BARREL WITH QUAD PICATTINY RAIL) - A2 FRONTPOST GAS BLOCK/ MIL SPEC GI TRIGGER, GI PLASTIC HAND GRIP, GI STOCK. -$8,575.00 -$8,575.00 SUBTOTAL SALES TAX SHIPPING & HANDLING TOTAL DUE $21,792.70 N/A INCLUDED $21,792.70 NOTE - UPON APPROVAL OF THIS QUOTE, A SALES ORDER WILL BE SUBMITTED TO MOVE THIS BUILD TO PRODUCTION. DUE TO AN INCREASED DEMAND FOR PRODUCTS, ALL BUILDS WILL BE COMPLETED AS SOON AS POSSIBLE AS OPERATIONAL SCHEDULES PERMIT. YOU WILL BE CONTACTED WHEN THE BUILD IS COMPLETED FOR PAYMENT AND TRANSFER INFORMATION. PLEASE ENSURE THAT WE HAVE CURRENT CONTACT INFORMATION ON FILE FOR YOU TO AVOID DELAYS. WE WILL NOT HAVE THE ABILITY FOR STATUS UPDATES OR PROJECTED DELIVERY TIMES. IF YOU HAVE ANY QUESTIONS CONCERNING THIS INVOICE, CONTACT: ALAN LEWIS (LAW ENFORCEMENT SALES REP) AT (417)-217-4337 OR ALEWIS@BLACKRAINORDNANCE.COM (PRICES VALID FOR 30 DAYS). THANK YOU FOR YOUR BUSINESS! CONSENT AGENDA STAFF REPORT ITEM CONSIDERED: Item H SUBJECT: Renewal (Year 4) with Fischer Farms for Lease of Airport and Wastewater Properties in North Jefferson City DATE CONSIDERED: February 6, 2022 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: —� /Gi��//,✓ g4,74j Staff recommends renewal of the lease with Fischer Grain Farms, Jefferson City, Missouri for the period January 1, 2023 through December 31, 2023. This contract allows for four one-year renewal options. Fischer Grain Farms is to pay the City of Jefferson $333,844.08 per tillable acre for 202 tillable acres of Airport property ($21,614.00); 259 tillable acres of Wastewater property ($35,664.30); and an additional 40 tillable acres of Wastewater property ($10,080.00). The total payment of $67,358.30 per year shall be paid by November 30, 2023. This vendor has completed farming operations at these locations in the past. When the lease was bid in 2018, Fischer Grain Farms achieved the highest rating based on Management Objectives, Experience, References, Labor Force and other criteria. FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Proposal 3010 Renewal 4 — Farming of Airport/Wastewater Property Public Works, Airport and Wastewater, Opened October 9, 2018 RECOMMENDATION: Staff recommends the renewal of the lease to Fischer Grain Farms, Jefferson City, Missouri for the period January 1, 2023 through December 31, 2023. This contract allows for four one-year renewal options. Staff is recommending exercising the fourth -year renewal option. The total lease amount over the five-year lease is $333,844.08. The 2023 annual amount is $67,358.30. PROPOSALS RECEIVED: Ted & Tim Hellebusch, Marthasville, MO Smart Brothers Farms, Inc., Tebbetts, MO Fischer Grain Farms, Jefferson City, MO Kerperin Farms, LLC, Jefferson City, MO Forck Farms & Services, LLC, Jefferson City, MO FISCAL NOTE: 3 Properties/5 Years $370,585.00 Withdrawn $333,844.08 $327,250.00 $282,255.00 Fischer Grain Farms lease amount to be paid to the City of Jefferson for Airport property (202 acres) is $21,614; Wastewater property (259 acres) is $35,664.30; and Wastewater property (40 acres) is $10,080.00 for the period January 1, 2023 through December 31, 2023 (fourth and final renewal period). The total payment of$67,358.30 shall be paid by November 30, 2023. PAST PERFORMANCE This vendor has completed farming operations at these locations in the past. ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: Q u c sing Agent IIU 26/23 City of Jefferson, Missouri Ta bulation of Offers . Proposal 3010 Subject: Farming Airpor/Wastewater Dept. Public Works . Ted Hellebusch Tim Heliebusch Marthasville; MO . Smart Brothers Farms Inc. Tebbett, MO Fischer Grain Farms Jefferson City, MO Kerperin Farms LLC Jefferson City, MO ' Fords Farms & . Services, LLC . • Jefferson City, MO Date: October 9, 2018 ' Page 1 of 2 ITEM QTY Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price • Total Price -----z., Airpo-if Property--= - . - -7----- -- - -. .. .. . - .. . - . - - -" -202 ac- -96:00-- -19;392:00- 140:00----28;280:00- -107:00- 21614.00- --100:00- 20;200:00- -53:00- 4F0;7.06:09 - YezeOrie'tease-peraare Year Two Lease per acre 202 ac - 96.00 19,392.00 _145.00 29,290.00 107.00 21,614.00 100.00 20,200.00- 53:00 10,706.00 Year Three Lease per acre 202 ac 96.00 19,392.00 150.00 30,300.00 107.00 21,614.00 100.00 20,200.00 53.00 10,706.00 Year Four Lease per acre 202 ac 96.00 19,392.00 150.00 30,300.00 107.00 21,614.00 100.00 20,200.00 53.00 10,706.00 • Year Five Lease per acre 202 ac 96.00 19,392.00 150.00 30,300.00 107.00 21,614.00 100.00 20,200.00 53.00 10,706.00 Total Five Years . .96,960.00 • 148,470.00 108,070.00 ' - • 101,000.00 53,530.00. Wastewater Property Year One Lease per acre .259 ac 175.00 45,325.00 140.00 • 36,260.00 134.83 34,920.97 150.00 38,850.00 155.00 - 40,145.00 Year Two Lease per acre 259 ac 175.00 45,325.00 145.00 37,555:00 138.32 35,824.88 150.00 38,850.00 155.00 40,145.00 • Year Three Lease per acre 259 ac 175.00 45,325.00 150.00 • 38,850.00 131.44 34,042.96 150.00 38,850.00 155.00: 40,145.00 Year Four Lease per acre 259 ac 175.00 45,325.00 150.00 38,850.00 134.83 - 34,920.97 150.00 38,850.00 155.00 40,145.00 Year Five Lease per acre 259 ac 175.00 45,325.00 150.00 38,850.00 137.70 35,664.30 150.00 38,850.00, 155.00 40,145.00 Total Five Years . 226,625.00 190,365.00 175,374.08 194,250.00 200,725.00 • Wastewater Property • Year One Lease per acre 40 ac 235.00 9,400.00 150.00 6,000.00 252.00 10,080:00 160.00 6,400.00 • 140.00 5,600.00 Year Two Lease per acre 40 ac 235.00 • 9,400.00 150.00 6,000.00 252.00 10,080.00 160.00 6,400.00 140.00 .5,600.00 Year Three Lease per acre 40 ac 235.00 9,400.00 150.00 6,000.00 252.00 .10,080.00 160.00 - 6,400.00. 140.00 5,600.00 Year Four Lease per acre • 40 ac 235.00 9,400.00 150.00 6,000.00 . 252.00 10,080.00 160.00 6,400.00 140.00 5,600.00 Year Five Lease per acre 40 ac 235.00 9,400.00 150.00 6,000.00 252.00 10,080.00 160.00 6,400.00 140.00 5,600.00 Total Five Years 47,000.00 30,000.00 50,400.00 ' .32,000.00 28,000.00 Total All Properties Five Years 370,585.00 368,835.00 333,844.08 327,250.00 282,255.00 Proposal 3007 Subject Farming No. JC Property Dept Parks - 'Smart • Brothers Farms Inc. Tebbetts, MO Forck Farms & Services Jefferson City, MO Moreau Valley Farms Inc. - John Loesch Jefferson City, MO. Date: October 16, 2018 Page 2 of 2 Item QTY Unit Unit Price Total Price Unit -Price Total Price Unit Price Total Price Unit Price , Total Price Unit Price Total Price Parks North Jefferson City . Year One Lease per acre 52 ac 150.00 7,800.00 144.00 7,488.00 120.00 - 6,240.00 YearTwo.Lease per acre 52 ac 150.00 7,800.00 -144.00 7,488.00 120.00 6,240.00 Year Three Lease per acre 52 ac 150.00 7,800.00 144.00 7,488.00 120.00 6.240.00 Year Four Lease per acre 52 ac 150.00 7,800.00 144.00 7,488.00 120.00 6,240.00 . Year Five Lease per acre 52 ac 150.00 7.800.00 144.00 7,488.00^ 120.00 6,240.00 Total Five Years 39,000.00 37,440.00 31.200.00 • RFP Sent to the following with no . response: Bill LePage, Centertown, MO Charles Steck, Jefferson City, MO ._ John Trinklein, Jefferson City, MO Roy Boessen, Halts Summit, MO David Boessen, Holt Summit, MO ' Bernie Vllleberg, Jefferson City, MO Jason Thumau, Ashland, MO • City of Jefferson Finance Department, Purchasing Div. 320 E. McCarty St. Room 202 Jefferson City, MO 65101 January 4, 2023 Jay P Fischer 1905 Old Mokane Road Jefferson City, MO 65101 Mr. Fischer: Carrie Tergin, Mayor Leigh Ann Corrigan Purchasing Agent The current agreement generated by P3010 -Farming of Airport/Wastewater expired December 31, 2022. The original agreement carried four (4) additional one year renewal periods. Do you wish to renew for year five? This letter should not be constructed as an offer to execute an agreement for services, but an inquiry to ascertain your interest in its extension. Should the city decide to renew the agreement. a formal contract or renewal agreement will be furnished to you. Please return your reply within ten (10) days to my attention at the City of Jefferson, Office of the Purchasing Agent, 320 East McCarty Street, Jefferson City, Missouri 65101, fax your response to (573) 634-6329 or you may entail to purchasing@jeffcitymo.org. Sincerely. Craig Vaughan Purchasing Technician Yes, l would like to renew year five of agreement created by P3010 n No, 1 would not like to renew current agreement created by P3010 Signatu Date: } 1 5 v` 13 Vaughan, Craig From: Smith, Britt Sent: Tuesday, January 3, 2023 11:42 AM To: Seaman, Eric; Vaughan, Craig; Haslag, Angela Cc: Haenchen, Clara; Bowers, Eric Subject: RE: P3010 -Lease of Farmland -Wastewater and Airport Property Airport also says yes. Britt E. Smith, P.E. F.NSPE Operations Division Director Jefferson City Public Works 573-634-6450 bsnnith@ieffersoncitymo.gov From: Seaman, Eric <ESeaman@jeffersoncitymo.gov> Sent: Tuesday, January 3, 2023 10:46 AM To: Vaughan, Craig <CVaughan@jeffersoncitymo.gov>; Haslag, Angela <AHaslag@jeffersoncitymo.gov> Cc: Smith, Britt <BSmith@jeffersoncitymo.gov>; Haenchen, Clara <CHaenchen@jeffersoncitymo.gov>; Bowers, Eric <EBowers@jeffersoncitymo.gov> Subject: RE: P3010 -Lease of Farmland -Wastewater and Airport Property Wastewater votes yes. From: Vaughan, Craig <CVaughan@jeffersoncitymo.gov> Sent: Tuesday, January 3, 2023 9:05 AM To: Haslag, Angela <AHaslag@jeffersoncitvmo.gov> Cc: Seaman, Eric <ESeaman@jeffersoncitvmo.gov>; Smith, Britt <BSmith@jeffersoncitymo.gov> Subject: P3010 -Lease of Farmland -Wastewater and Airport Property The current agreement with Fischer Farms for the lease of farmland for Wastewater and Airport property expired December 31. 2022. The original agreement carried four additional one year renewal periods. Would you like to renew for Year Five? Craig Vaughan Purchasing Technician Tel: 573-634-6324 Fax: 573-634-6329 City of Jefferson 1 Vaughan, Craig From: Seaman, Eric Sent: Tuesday, January 3, 2023 10:46 AM To: Vaughan, Craig; Haslag, Angela Cc: Smith, Britt; Haenchen, Clara; Bowers, Eric Subject: RE: P3010 -Lease of Farmland -Wastewater and Airport Property Wastewater votes yes. From: Vaughan, Craig <CVaughan@jeffersoncitymo.gov> Sent: Tuesday, January 3, 2023 9:05 AM To: Haslag, Angela <AHaslag@jeffersoncitymo.gov> Cc: Seaman, Eric <ESeaman@jeffersoncitymo.gov>; Smith, Britt <BSmith@jeffersoncitymo.gov> Subject: P3010 -Lease of Farmland -Wastewater and Airport Property The current agreement with Fischer Farms for the lease of farmland for Wastewater and Airport property expired December 31. 2022. The original agreement carried four additional one year renewal periods. Would you like to renew for Year Five? Craig Vaughan Purchasing Technician Tel: 573-634-6324 Fax: 573-634-6329 City of Jefferson 1 CM'OF JEFFERSON RENEWAL 10 CONTRACT FOR PROFESSIONAL SERVICES WHEREAS. the CiLy oC Jvffer n. Mi uri. a municipal rpvrat;atL IH:reirtafter detioatrtated " 'ir}' enterei sari q Contract with FL >aer Grain Farms, Inc__ on December 19. ]$. WHEREAS- the Contract mum fir farm c-ropping eervineki for [he City cif JeffeTr,on certain land at the -3nfrermin City Municipal rpon acrd the L4'agt rater fli m in North ileffeTwyti City, Mi .s jri, e WHERE- harh pirtio wi i# *xtcnd the afreernenx far the (mirth of foot a �f nnerrenr renewal periods #% sr.] p u cod in PA vaph 1 of Tilt neyeernent dated D i m r 19. L : and Now. THERRFOR.E. he it aid by the partiEs Lhar the agreement the hereb►' reread for the Ib h of the four atddtttona I r~t - -tar potip ro and Decomlint 31. CITY OF IEFF£RSONP MISSOURI Carrie 'remit. Ma_.•ur mitt: ATTEST: City CIcit APPROVED +415 TO FORM: ci CIS f tR GRAIN FARMS,, Pf- / c_ a• $f -s BILL SUMMARY BILL NO: 2022-100 SPONSOR: Councilmember Fitzwater SUBJECT: Authorizing a $1,244,046 Design/Build Contract with Burns and McDonnell Engineering Co., Inc. for the Biosolids Improvements Project DATE INTRODUCED: February 6, 2023 DEPARTMENT DIRECTOR(S): ill/41Ci, CITY ADMINISTRATOR: e4.1 Staff Recommendation: Approve. Summary: This will approve a Phase 1 Design/Build Contract for Biosolids Improvement at the Regional Treatment Facility Origin of Request: City Staff Department Responsible: Public Works PERSON RESPONSIBLE: MATTHEW J. MORASCH, P.E./Eric Seaman, P.E. Background Information: This was identified as part of a bond project from the issue in April, 2022. The biosolids reuse system was last upgraded in 1998 and has become antiquated. The new system will be safer for employees and operate more efficiently. Fiscal Information: The project will be expensed from the wastewater enterprise fund. It will be reimbursed by a State Revolving Fund loan as this project is on the State Intended Use Plan. Burns and McDonnell Engineering Company, Inc. ($1,244,046) Account Available Required Remaining 64-988-579866 $1,244,046 $1,244,046 $0 BILL NO. 2022-100 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A $1,244,046 DESIGN/BUILD AGREEMENT WITH BURNS AND MCDONNELL ENGINERING COMPANY, INC. FOR THE BIOSOLIDS IMPROVEMENTS PROJECT. WHEREAS, Burns and McDonnell Engineering Company, Inc. has selected as the firm best qualified to provide professional design/build services related to the Biosolids Improvement Project. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Burns and McDonnell Engineering Company, Inc. is declared to be the best qualified and is hereby approved as the best firm to provide professional design/build services for the Biosolids Improvement Project. Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement with Burns and McDonnell Engineering Company, Inc. for the Biosolids Improvement Project. Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. 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 Ptt whey FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid RFSQ4052 — Biosolids Improvement at Regional Water Reclamation Facility Public Works, Wastewater, Opened September 20, 2022 RECOMMENDATION: Staff recommends the award of the request for qualifications, RFSQ40652 to Burn and McDonnel of Chesterfield, Missouri for professional engineering and design and construction services for biosolid improvements at the Regional Water Reclamation Facility (MO -0094846). This proposal was evaluated by a committee and awarded to the most qualified vendor. The initial contract amount for Phase 1 of these services is $1,244,046. BIDS RECEIVED: Burns & McDonnell, Chesterfield, MO Goodwin Brothers Construction, St Louis, MO River City Construction, East Peoria, IL This bid was advertised in the News Tribune on 8/21/2022 and was posted on Bonfire. Bid notifications were sent to 1,330 vendors of which 20 were recommended vendors. FISCAL NOTE: Account Number Description .*.u,-.6 FY 2023 Budget Expended or Encumbered Amount Bid Amount 64-990-579886 Biosolids Improvement — Wastewater Fund $1,244,046.00 $0 $1,244,046.00 Bid Total $1,244,046.00 ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: ng Agent 1/ /23 Balance $0 4 Evaluation Report City of Jefferson Request for Qualifications: RFSQ404052 Subject: Design Build Biosolid Project Opening Date: September 20, 2022 Criteria Points Burns & McDonnell Goodwin Brothers Construction River City Construction Team Organization, Experience, Qualifications 15 14.00 14.00 11.00 Past Performance 35 32.00 32.00 25.00 Design -Build Design, Engineering Past Performance 20 20.00 . 16.00 14.00 Design -Build Construction Past Performance 30 25.00 27.00 24.00 Total 100 91.00 89.00 74.00 I hereby attest that the points awarded to each bidder listed aboe were scored in accordance with the established evaluation criteria and represent my best judgment of the bid. As indicated by the highest total score, my selection of the bid which offers the lowest and best bid tothe City of Jefferson is: Recommended vendor: Burns and McDonnell Evaluator Name: Group: Ryan Moehlman, Matt Morasch, David Bange, Eric Seaman Date: 22 -Sep -22 Department/Division: Public Works Signature: DBIA r� DESIGN -BUILD INSTITUTE OF AMERICA Progressive Design -Build Agreement This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. This AGREEMENT is made as of the day of in the year of 2023 , by and between the following parties, for services in connection with the Project identified below: OWNER: City of Jefferson 320 E McCarty St Jefferson City, MO 65101 DESIGN -BUILDER: Burns & McDonnell Engineering Company, Inc. 9400 Ward Parkway Kansas City, MO 64114 PROJECT: Biosolids Improvement at Regional Water Reclamation Facility 401 Mokane Rd Jefferson City, MO 65101 State Revolving Fund: The Missouri State Revolving Fund, established by the sale of Missouri Water Pollution. Control bonds and federal Capitalization Grants to Missouri, is financing this project In consideration of the mutual covenants and obligations contained herein, Owner and Design -Builder agree as set forth herein. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 1 Article 1 General 1.1 Duty to Cooperate. Owner and Design -Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith to permit each party to realize the benefits afforded under this Agreement. 1.2 Definitions. Terms, words and phrases used in this Agreement shall have the meanings given them in DBIA Document No. 535, General Conditions of Contract Between Owner and Design -Builder ("General Conditions of Contract"). 1.3 Design Services. Design -Builder shall, consistent with applicable state licensing laws, provide design services, including architectural, engineering, and other design professional services required by this Agreement. Such design services shall be provided through qualified, licensed design professionals who are either (i) employed by Design -Builder, or (ii) procured by Design - Builder from independent sources. Nothing in this Agreement is intended to create any legal or contractual relationship between Owner and any independent design professional. Article 2 Design -Builder's Services and Responsibilities 2.1 General Services. 2.1.1 Owner shall provide Design -Builder with Owner's Project Criteria during Phase 1 of the Project. 2.2 Phased Services. 2.2.1 Phase 1 Services. Design -Builder shall perform the services of design, pricing, and other services for the Project based on Owner's Project Criteria, as may be revised in accordance with Section 2.1 hereof, as set forth in Exhibit B, Phase 1 Scope of Services. Design -Builder shall perform such services to the level of completion required for Design -Builder and Owner to establish the Contract Price for Phase 2, as set forth in Section 2.3 below. The Contract Price for Phase 2 shall be developed during Phase 1 on an "open -book" basis. Design -Builder's Compensation for Phase 1 Services is set forth in Section 7.0 herein. The level of completion required for Phase 1 Services is defined in Exhibit B, Phase 1 Scope of Services. 2.2.2 Phase 2 Services. Design -Builder's Phase 2 services shall consist of the completion of design services for the Work, the procurement of all materials and equipment for the Work, the performance of construction services for the Project, the start-up, testing, and commissioning of the Work, and the provision of warranty services, all as further described in the Phase 2 Contract Price Amendment. Upon receipt of Design -Builder's proposed Contract Price for Phase 2, Owner may proceed as set forth in Article 2.3. 2.3 Proposal. Upon completion of the Phase 1 Services and any other Basis of Design Documents upon which the parties may agree, Design -Builder shall submit a proposal to Owner (the "Proposal") for the completion of the design and construction for the Project for the Contract Price, which may be based on Design -Builder's Fee and Cost of the Work with an option for a Guaranteed Maximum Price (GMP). DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 2 2.3.1 The Proposal shall include the following unless the parties mutually agree otherwise: 2.3.1.1 The Contract Price that may be based on a Design -Builder's Fee and Cost of the Work, with an option for a GMP, which shall be the sum of: Design -Builder's Fee as defined in Section 7.4.1 hereof; ii. The estimated Cost of the Work as defined in Section 7.5 hereof, inclusive of any Design -Builder's Contingency as defined in Section 7.6.2 hereof. 2.3.1.2 The Basis of Design Documents, which may include, by way of example, Owner's Project Criteria, which are set forth in detail and are attached to the Proposal; 2.3.1.3 A list of the assumptions and clarifications made by Design -Builder in the preparation of the Proposal, which list is intended to supplement the information contained in the drawings and specifications and is specifically included as part of the Basis of Design Documents; 2.3.1.4 The Scheduled Substantial Completion Date upon which the Proposal is based, to the extent said date has not already been established under Section 6.2.1 hereof, and a schedule upon which the Scheduled Substantial Completion Date is based and a Project Schedule for the Work; 2.3.1.5 If applicable, a list of Allowance Items, Allowance Values, and a statement of their basis; 2.3.1.6 If applicable, a schedule of alternate prices; 2.3.1.7 If applicable, a schedule of unit prices; 2.3.1.8 If applicable, a statement of Additional Services which maybe performed but which are not included in the Proposal, and which, if performed, shall be the basis for an increase in the Contract Price and/or Contract Time(s); 2.3.1.9 If applicable, a Savings provision; 2.3.1.10 If applicable, Performance Incentives; 2.3.1.11 The time limit for acceptance of the Proposal; and 2.3.1.12 An Owner's permit list, a list detailing the permits and governmental approvals that Owner will bear responsibility to obtain. 2.3.2 Review and Adjustment to Proposal. 2.3.2.1 After submission of the Proposal, Design -Builder and Owner shall meet to discuss and review the Proposal. If Owner has any comments regarding the Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design -Builder of such comments or findings. If appropriate, Design -Builder shall, upon receipt of Owner's notice, make appropriate adjustments to the Proposal. 2.3.2.3 Acceptance of Proposal. If Owner accepts the Proposal, as may be amended by Design -Builder, the Contract Price and its basis shall be set forth in an amendment to this Agreement, when mutually agreed between the parties (Phase 2 Contract Price Amendment). Once the parties have agreed upon the Contract Price and Owner has issued a Notice to Proceed with Phase 2, Design -Builder shall perform the Phase 2 DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 3 Services, all as further described in the Phase 2 Contract Price Amendment, as it may be revised. 2.3.2.4 Failure to Accept the Proposal. If Owner rejects the Proposal, or fails to notify Design -Builder in writing on or before the date specified in the Proposal that it accepts the Proposal, the Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design -Builder shall meet and confer as to how the Project will proceed, with Owner having the following options: Owner may suggest modifications to the Proposal, whereupon, if such modifications are accepted in writing by Design -Builder, the Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 2.3.2.3 above; ii. Owner may authorize Design -Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 7.1.2 hereof without a Contract Price, in which case all references in this Agreement to the Contract Price shall not be applicable; or Owner may terminate this Agreement for convenience in accordance with Article 9 hereof; provided, however, in this event, Design -Builder shall not be entitled to the payment provided for in Section 9.2 hereof. If Owner fails to exercise any of the above options, Design -Builder shall have the right to (a) continue with the Work as if Owner had elected to proceed in accordance with Item 2.3.2.4 ii. above, and be paid by Owner accordingly, unless and until Owner notifies it in writing to stop the Work, (b) suspend performance of Work in accordance with Section 11.3.1 of the General Conditions of Contract, provided, however, that in such event Design - Builder shall not be entitled to the payment provided for in Section 9.2 hereof and the, or (c) may give written notice to Owner that it considers this Agreement completed. If Owner fails to exercise any of the options under Section 2.3.2.4 within ten (10) days of receipt of Design -Builder's notice, then this Agreement shall be deemed completed. If Owner terminates the relationship with Design -Builder under Section 2.3.2.4(iii), or if this Agreement is deemed completed under this paragraph, then Design -Builder shall have no further liability or obligations to Owner under this Agreement. Article 3 Contract Documents 3.1 The Contract Documents are comprised of the following: 3.1.1 All written modifications, amendments, minor changes, and Change Orders to this Agreement issued in accordance with the General Conditions of Contract; 3.1.2 The Phase 2 Contract Price Amendment referenced in Section 2.3.2.3 herein or the Proposal accepted by Owner in accordance with Section 2.3 herein. 3.1.3 This Agreement, including all exhibits set forth in Article 12; and 3.1.4 Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract; DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 4 Article 4 Interpretation and Intent 4.1 Design -Builder and Owner, at the time of acceptance of the Proposal by Owner in accordance with Section 2.3 hereof, shall carefully review all the Contract Documents, including the various documents comprising the Basis of Design Documents for any conflicts or ambiguities. Design -Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement, or if applicable, prior to Owner's acceptance of the Proposal. 4.2 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after Owner's acceptance of the Proposal, Design -Builder and Owner shall attempt to resolve any ambiguity, conflict, or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 3.1 hereof. 4.3 Terms, words, and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract. 4.4 If Owner's Project Criteria contain design specifications: (a) Design -Builder is entitled to reasonably rely on the accuracy of the information represented in the design specifications and their compatibility with other information set forth in Owner's Project Criteria, including any design performance specifications; and (b) Design -Builder shall be entitled to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design -Builder's cost and/or time of performance have been adversely impacted by such inaccurate design specification. 4.5 The Contract Documents form the entire agreement between Owner and Design -Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. 4.6 In the event of some ambiguity in the Contract Documents, the parties shall be deemed to have jointly authored them and nothing shall be construed against or in favor of one party based on it being deemed the sole author. Article 5 Ownership of Work Product 5.1 Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design -Builder to Owner under this Agreement ("Work Product") are deemed to be instruments of service and Design -Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights, and/or patents, including any Architectural Works, subject to the provisions set forth in Sections 5.2 through 5.5 below. 5.2 Owner's Limited License upon Project Completion and Payment in Full to Design -Builder. Upon Owner's payment in full for all Work performed under the Contract Documents, Design -Builder shall grant Owner a limited license to use the Work Product in connection with Owner's occupancy of this Project only, conditioned on Owner's express understanding that its alteration of the Work Product without the involvement of Design Builder is at Owner's sole risk and without liability or legal exposure to Design -Builder or anyone working by or through Design -Builder, including Design Consultants of any tier (collectively the "Indemnified Parties"), and on the Owner's obligation to provide the indemnity set forth in Section 5.5 herein. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 5 The Work Product cannot be used for other projects without Design -Builder's express written consent and appropriate compensation and agreement on terms of use and indemnity. 5.3 Owner's Limited License upon Owner's Termination for Convenience or Design -Builder's Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 9 hereof, or if Design -Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design -Builder shall, upon Owner's payment in full of the amounts due Design - Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights as set forth in Section 5.2 above, conditioned on the following: 5.3.1 Use of the Work Product is at Owner's sole risk without liability or legal exposure to any Indemnified Party, and on the Owner's obligation to provide the indemnity set forth in Section 5.5 herein, and 5.3.2 In the event Owner resumes the Project through its employees, agents, or third parties and in so doing uses the Work Product pursuant to its rights set forth above in Sections 5.2 and 5.3, Owner agrees to pay Design -Builder an additional sum equal to the reasonable value of the Work Product it uses in so doing. 5.4 Owner's Limited License upon Design -Builder's Default. If this Agreement is terminated due to Design -Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design - Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 5.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design -Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design - Builder shall be entitled to the rights and remedies set forth in Section 5.3 above. 5.5 Owner's Indemnification for Use of Work Product. Owner recognizes that in the event of an early termination of the Work, whether for convenience or for cause, Design -Builder will not have the opportunity to finish or to finalize its Work Product. Therefore, if Owner uses the Work Product, in whole or in part, or if Owner is required to indemnify any Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 5, Owner shall defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, damages, liabilities, losses, and expenses, including attorneys' fees, arising out of or resulting from the use or alteration of the Work Product, to the fullest extent permitted by applicable law. 5.6 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Design -Builder's rights. 5.7 The Owner shall not utilize the Documents, designs, or specifications furnished by Design -Builder to solicit bids or obtain negotiated prices from other contractors. 5.8 This Article 5 shall survive any termination of this Agreement by either Party. Article 6 Contract Time 6.1 Date of Commencement. The Phase 1 Services shall commence within five (5) days of Design - Builder's receipt of Owner's Notice to Proceed unless the parties mutually agree otherwise in writing. The Phase 2 Services shall commence within five (5) days of Design -Builder's receipt of Owner's Notice to Proceed for Phase 2 Services ("Date of Commencement") if the Proposal is accepted and the Contract Price Amendment is amended to this Agreement unless the parties mutually agree otherwise in writing. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 6 6.2 Substantial Completion and Final Completion. 6.2.1 Substantial Completion of the entire Work shall be achieved no later than the date set forth in the Phase 2 Contract Price Amendment ("Scheduled Substantial Completion Date"). Substantial Completion shall be defined as set out in the General Conditions. 6.2.2 Not used. 6.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.7 of the General Conditions of Contract. 6.2.4 All of the dates set forth in this Article 6 ("Contract Time(s)") shall be subject to adjustment in accordance with the General Conditions of Contract. 6.2.5 If the Design -Builder is delayed in the progress of this Project by acts or neglect by the Owner, its employees, separate contractors employed by Owner, or others, governmental action, or by change orders in the Work not caused in any part by the fault of the Design -Builder; then the Contract Time for completion shall be extended, and the Contract Amount shall be equitably adjusted by a written Change Order. 6.2.6 Where the Design -Builder reasonably establishes that delays as set forth above or that are caused by shortage of labor, strikes, supply chain issues, lockout, tornado, flood, wind damage, fire, unusual delay in transportation, adverse weather conditions beyond the quantity of lost days anticipated in the Project Schedule per Exhibit "I" Anticipated Lost Days to Inclement / Adverse Weather, explosion, sabotage, accidents, riots, civil commotion, acts of war, casualty, condemnation, or other Force Majeure beyond the Design -Builder's reasonable control impact the cost and/or Contract Time, the Design -Builder shall be entitled to recover all extra costs and an appropriate extension of the Contract Time. Design -Builder shall provide written notice of the existence of such cause of delay, together with back-up documentation that verifies the impact in accordance with the Contract Documents. 6.2.7 For purposes of determining weather delays, the parties shall use Exhibit "I," Anticipated Lost Days to Inclement / Adverse Weather. The days shown on Exhibit "I" shall not accumulate month -to -month, but are to be used for determining only the anticipated adverse weather in a given month. Adverse weather for a period of two (2) hours on any day shall constitute one complete day since crews sent home are not able to be re -called once they abandon the Work. Adverse weather days shall also include those days when site conditions are such that Work cannot be performed, or cannot be performed efficiently, due to adverse weather on the preceding day or days (including a weekend) which impact on site conditions. 6.3 Time. Owner and Design -Builder mutually agree that time is important with respect to the dates and times set forth in the Contract Documents. 6.4 Liquidated Damages. Design -Builder understands that if Substantial Completion is not attained by the Scheduled Substantial Completion Date in Section 6.2.1 above, Owner will suffer damages which are difficult to determine and accurately specify. Design -Builder agrees that if Substantial Completion is not attained by fourteen (14) days after the Scheduled Substantial Completion Date (the "LD Date"), Design - Builder shall pay Owner Five Hundred Dollars ($500.00) as liquidated damages for each day that Substantial Completion extends beyond the LD Date. 6.5 Any liquidated damages assessed pursuant to this Agreement shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties, and any other damages, whether special or DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 7 consequential, and of whatsoever nature, incurred by Owner which are occasioned by any delay in achieving Substantial Completion, Interim Milestone Dates (if any) or Final Completion. 6.6 Owner and Design -Builder agree that the maximum aggregate liability Design -Builder has for any liquidated damages that may be assessed under this Agreement shall be Thirty Thousand Dollars ($30,000.00). 6.7 In addition to Design -Builder's right to a time extension for those events set forth in Section 8.2.1 of the General Conditions of Contract, Design -Builder shall also be entitled to an appropriate adjustment of the Contract Price. Article 7 Contract Price 7.1 Contract Price. 7.1.1 For Phase 1 Services, Design -Builder will be paid on an hourly basis in accordance with Exhibit D — Design -Builder's Phase 1 Hourly Rates. For other expenses incurred such as travel, print services, and services provided by subcontractors, the Design -Builder will be paid the actual cost plus a fee of ten percent (10%). The total payment to Design -Builder for the Phase 1 Services set forth in Exhibit B — Phase 1 Scope of Service shall not exceed One Million, Two Hundred Forty -Four Thousand, Forty - Six Dollars ($1,244,046). Owner shall pay Design -Builder in accordance with Article 6 of the General Conditions of Contract, subject to adjustments made in accordance with the General Conditions of Contract. 7.1.2 For Phase 2 Services, Owner shall pay Design -Builder in accordance with Article 6 of the General Conditions of Contract a contract price ("Contract Price") equal to the Design -Builder's Fee (as defined in Section 7.4 hereof) plus the Cost of the Work (as defined in Section 7.5 hereof), subject to any GMP established in Section 7.6 hereof or as set forth in the Phase 2 Contract Price Amendment and any adjustments made in accordance with the General Conditions of Contract. 7.2 Not Used. 7.3 Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work, and the cost of such changes is determined under Sections 9.4.1.3 or 9.4.1.4 of the General Conditions of Contract, the following markups shall be allowed on such changes: 7.3.1 For additive Change Orders, including additive Change Orders arising from both additive and deductive items, it is agreed that Design -Builder shall receive a Fee of ten percent (10%) of the additional costs incurred for that Change Order. In addition to mark-up for Fee, Design -Builder shall be entitled to mark-up for insurance and bond in an amount of two percent (2%). 7.3.2 For deductive Change Orders, including deductive Change Orders arising from both additive and deductive items, the deductive amounts shall include a reduction in the Design - Builder's Fee consistent with the percentage established in Section 7.4. This percentage will be established in the Phase 2 Contract Price Amendment. 7.4 Design -Builder's Fee. 7.4.1 Design -Builder's Fee shall be established in the Phase 2 Contract Price Amendment. The Design -Builder's Fee will be calculated as a percentage applied to the estimated Cost of the Work. This percentage will be established in the Phase 2 Contract Price Amendment. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 8 7.5 Cost of the Work. 7.5.1 The term Cost of the Work shall mean costs reasonably incurred by Design -Builder in the proper performance of the Work. The Cost of the Work shall include only the following: 7.5.1.1 Design -Builder's employees engaged in the performance of the Work and who are located at the Site or working off -Site at the rates as set forth in Exhibit E — Design -Builder's Phase 2 Hourly Rates. 7.5.1.2 The reasonable portion of the cost of travel, accommodations and meals for Design -Builder's personnel necessarily and directly incurred in connection with the performance of the Work, including per diem and site vehicles for staff temporarily stationed at the Site. 7.5.1.3 Payments properly made by Design -Builder to Subcontractors and Design Consultants for performance of portions of the Work, including any insurance and bond premiums incurred by Subcontractors and Design Consultants. 7.5.1.4 Costs incurred by Design -Builder in repairing or correcting defective, damaged or nonconforming Work (including any warranty or corrective Work performed after Substantial Completion), provided that such Work was beyond the reasonable control of Design -Builder, or caused by the ordinary mistakes or inadvertence, and not the negligence, of Design -Builder or those working by or through Design -Builder. If the costs associated with such Work are recoverable from insurance, Subcontractors or Design Consultants, Design -Builder shall exercise best efforts to obtain recovery from the appropriate source and provide a credit to Owner if recovery is obtained. 7.5.1.5 Costs, including transportation, inspection, testing, storage, and handling of materials, equipment, and supplies incorporated or reasonably used in completing the Work. 7.5.1.6 Costs of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of Design -Builder, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling, and removing such items. 7.5.1.7 Costs of removal of debris and waste from the Site. 7.5.1.8 The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying, and reasonable petty cash expenses. 7.5.1.9 Rental charges and the costs of transportation, installation, minor repairs and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers, which are provided by Design -Builder at the Site, whether rented from Design -Builder or others, and incurred in the performance of the Work. 7.5.1.10 Premiums for insurance and bonds required by this Agreement or the performance of the Work. 7.5.1.11 Insurance deductibles and expenses arising out of insurance claims associated with the performance of the Work. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 9 7.5.1.12 All fuel and utility costs incurred in the performance of the Work. 7.5.1.13 Sales, use, or similar taxes, tariffs, or duties incurred in the performance of the Work. 7.5.1.14 Legal costs, court costs, and costs of mediation and arbitration reasonably arising from Design -Builder's performance of the Work, provided such costs do not arise from disputes between Owner and Design -Builder. 7.5.1.15 Costs for permits, royalties, licenses, tests and inspections incurred by Design - Builder as a requirement of the Contract Documents. 7.5.1.16 The cost of defending suits or claims for infringement of patent rights arising from the use of a particular design, process, or product required by Owner, paying legal judgments against Design -Builder resulting from such suits or claims, and paying settlements made with Owner's consent. 7.5.1.17 Deposits which are lost, except to the extent caused by Design -Builder's negligence. 7.5.1.18 Costs incurred in preventing damage, injury, or loss in case of an emergency affecting the safety of persons and property. 7.5.1.19 Accounting and data processing costs related to the Work. 7.5.1.20 Other costs reasonably and properly incurred in the performance of the Work to the extent approved in writing by Owner. 7.5.1.21 Owner and Design -Builder agree that an escrow account shall be established prior to Final Completion, which escrow shall be used to reimburse Design -Builder for the Costs of the Work incurred after Final Completion to perform warranty Work. The amount to be deposited into the escrow account will be established in the Phase 2 Contract Price Amendment. The escrow agreement will provide that any sums not used at the expiration of the warranty period shall be returned to Owner, subject to any savings Design -Builder may be entitled to under this Agreement. In the event the warranty escrow account is exhausted, but funds remain under the GMP, Owner shall be obligated to pay Design - Builder the Costs of the Work incurred after Final Completion to perform warranty Work up to the GMP. 7.5.1.22 Design -Builder has the sole discretion to apply payment due to overruns in one line item to savings due to under -runs in any other line item. 7.5.2 Non -Reimbursable Costs. The following shall be excluded from the Cost of the Work: 7.5.2.1 Compensation for Design -Builder's personnel stationed at Design -Builder's principal or branch offices, except as provided for in Sections 7.5.1.1 hereof. 7.5.2.2 Overhead and general expenses, except as provided for in Section 7.5.1 hereof, or which may be recoverable for changes to the Work. 7.5.2.3 The cost of Design -Builder's capital used in the performance of the Work. 7.5.2.4 If the parties have agreed on a GMP, costs that would cause the GMP, as adjusted in accordance with the Contract Documents, to be exceeded. 7.6 The Guaranteed Maximum Price. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 10 7.6.1 Design -Builder guarantees that it shall not exceed the GMP established in the Phase 2 Contract Price Amendment. Documents used as a basis for the GMP shall be identified in the Phase 2 Contract Price Amendment to this Agreement. Design -Builder does not guarantee any specific line item provided as part of the GMP, and has the sole discretion to apply payment due to overruns in one line item to savings due to underruns in any other line item. Design -Builder agrees, however, that it will be responsible for paying all costs of completing the Work which exceed the GMP, as adjusted in accordance with the Contract Documents. 7.6.2 The GMP will include a Contingency, the amount of which will be established in the Phase 2 Contract Price Amendment. The Contingency is available for Design -Builder's exclusive use for unanticipated costs it has incurred that are not the basis for a Change Order under the Contract Documents. By way of example, and not as a limitation, such costs may include: (a) trade buy-out differentials; (b) overtime or acceleration; (c) escalation of materials; (d) correction of defective, damaged or nonconforming Work, design errors or omissions, however caused; (e) Subcontractor defaults; or (f) those events under Section 8.2.2 of the General Conditions of Contract that result in an extension of the Contract Time but do not result in an increase in the Contract Price. The Contingency is not available to Owner for any reason, including changes in scope or any other item which would enable Design -Builder to increase the GMP under the Contract Documents. Design -Builder shall provide Owner notice of all anticipated charges against the Contingency, and shall provide Owner as part of the monthly status report required by Section 2.1.2 of the General Conditions of Contract an accounting of the Contingency, including all reasonably foreseen uses or potential uses of the Contingency in the upcoming three (3) months. Design -Builder agrees that with respect to any expenditure from the Contingency relating to a Subcontractor default or an event for which insurance or bond may provide reimbursement, Design -Builder will in good faith exercise reasonable steps to obtain performance from the Subcontractor and/or recovery from any surety or insurance company. Design -Builder agrees that if Design -Builder is subsequently reimbursed for said costs, then said recovery will be credited back to the Contingency. 7.6.3 Savings. 7.6.3.1 If the sum of the actual Cost of the Work and Design -Builder's Fee is less than the GMP, as such GMP may have been adjusted over the course of the Project, the difference ("Savings") shall be shared as follows: Fifty percent (50%) to Design -Builder and Fifty percent (50%) to Owner. 7.6.3.2 Savings shall be calculated and paid as part of Final Payment under Section 8.4 hereof, with the understanding that to the extent Design -Builder incurs costs after Final Completion which would have been payable to Design -Builder as a Cost of the Work, the parties shall recalculate the Savings in light of the costs so incurred, and Design -Builder shall be paid by Owner accordingly. 7.7 Allowance Items and Allowance Values. 7.7.1 Allowance Items, as well as their corresponding Allowance Values, are set forth in the Phase 2 Contract Price Amendment or the Proposal. 7.7.2 Design -Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design -Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 11 constitute a guarantee by Design -Builder that the Allowance Item in question can be performed for the Allowance Value. 7.7.3 No work shall be performed on any Allowance Item without Design -Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design -Builder is not provided written authorization to proceed by the date set forth in the Project schedule, due to no fault of Design -Builder, Design -Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price. 7.7.4 The Allowance Value includes the direct cost of labor, materials, equipment, transportation, taxes, and insurance associated with the applicable Allowance Item. 7.7.5 Whenever the actual cost for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 7.3. The amount of the Change Order shall reflect the difference between actual costs incurred by Design -Builder for the particular Allowance Item and the Allowance Value, with an adjustment to the Design -Builder's Fee in accordance with Section 7.3. 7.8 Not Used. Article 8 Procedure for Payment 8.1 Payment for Preliminary Services. Design -Builder and Owner agree upon the following method for partial and final payment to Design -Builder for the services hereunder: For Phase 1 Services, Design -Builder will submit an Application for Payment to Owner each month based on work completed during the period since the last Application for Payment was submitted. 8.2 Contract Price Progress Payments. 8.2.1 Design -Builder shall submit to Owner on the Fifth (5th) day of each month, beginning with the first month after the Date of Commencement, Design -Builder's Application for Payment in accordance with Article 6 of the General Conditions of Contract. 8.2.2 Owner shall make payment within ten (10) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract. 8.2.3 If Design -Builder's Fee under Section 7.4 hereof is a fixed amount, the amount of Design - Builder's Fee to be included in Design -Builder's monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design -Builder's Fee. 8.3 Retainage on Progress Payments. 8.3.1 Owner will retain five percent (5%) of each Application for Payment provided, however, that when fifty percent (50%) of the Work has been completed by Design -Builder by cost, and Design -Builder is otherwise in compliance with its contractual obligations, Owner will not retain any additional retention amounts from Design -Builder's subsequent Applications for Payment. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 12 8.3.2 Within fifteen (15) days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to Design -Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to: (a) the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion; and (b) all other amounts Owner is entitled to withhold pursuant to Section 6.3 of the General Conditions of Contract. 8.3.3 If a warranty reserve has been established pursuant to Section 7.5.1.23 above, Owner shall at the time of Substantial Completion retain the agreed -upon amounts and establish an escrow account as contemplated by Section 7.5.1.23 above. 8.4 Final Payment. Design -Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design - Builder's properly submitted and accurate Final Application for Payment (less any amount the parties may have agreed to set aside for warranty work) within ten (10) days after Owner's receipt of the Final Application for Payment, provided that: (a) Design -Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract. 8.5 Interest. Payments due and unpaid by Owner to Design -Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the rate of one and one- half percent (1.5%) per month until paid. In any legal action or arbitration by Design -Builder to recover amounts due and not paid, Design -Builder shall be permitted to recover its attorney's fees and costs from Owner. 8.6 Record Keeping and Finance Controls. Design -Builder acknowledges that this Agreement is to be administered on an "open book" arrangement relative to Costs of the Work. Design -Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner's accountants shall be afforded access to, and the right to audit from time to time, upon reasonable notice, Design -Builder's records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda, and other data relating to the Work, all of which Design -Builder shall preserve for a period of three (3) years after Final Payment. Such inspection shall take place at Design -Builder's offices during normal business hours unless another location and time is agreed to by the parties. Any billing rates, rate sheets, multipliers, or markups agreed to by the Owner and Design -Builder as part of this Agreement are only subject to audit to confirm that such billing rate, rate sheet, multiplier, or markup has been charged in accordance with this Agreement, but the composition of such billing rate, rate sheet, multiplier, or markup is not subject to audit. Any lump sum agreed to by the Owner and Design -Builder as part of this Agreement is not subject to audit. Such inspection shall take place at Design -Builder's offices during normal business hours unless another location and/or time is agreed by the parties. Article 9 Termination for Convenience 9.1 Upon ten (10) days' written notice to Design -Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design -Builder for the following: 9.1.1 All services performed and Work executed and for loss, cost, or expense in connection with the services and Work; DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 13 9.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and 9.1.3 Overhead and profit in the amount of ten percent (10%) on the sum of items 9.1.1 and 9.1.2 above. 9.2 In addition to the amounts set forth in Section 9.1 above, Design -Builder shall be entitled to receive one of the following as applicable: 9.2.1 If Owner terminates this Agreement prior to commencement of construction, Design - Builder shall be paid in full for the Phase 1 services already rendered, plus three percent (3%) of the remaining balance of the Contract Price or, if a GMP has not been established, the remaining balance of the most recent estimated Contract Price. 9.2.2 If Owner terminates this Agreement after commencement of construction, Design -Builder shall be paid five percent (5%) of the remaining balance of the Contract Price or, if a GMP has not been established, the remaining balance of the most recent estimated Contract Price. 9.3 If Owner terminates this Agreement pursuant to Section 9.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner's rights to use the Work Product shall be as set forth in Section 5.3 hereof. Such rights may not be transferred or assigned to others without Design -Builder's express written consent and such third parties' agreement to the terms of Article 5. Article 10 Representatives of the Parties 10.1 Owner's Representatives. 10.1.1 Owner designates the individual listed below as its Senior Representative ("Owner Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name, title, address, and telephone numbers.) Name: Title: Address: Telephone No.: E-mail.: 10.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract: (Identify individual's name, title, address, and telephone numbers.) Name: Title: Address: Telephone No.: E-mail.: DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 14 10.1.3 The Owner represents and warrants to Design -Builder that Owner, if not the true owner of the real property upon which the Project is to be built, is the agent of the true owner, with express legal authority to enter into this Agreement for the purpose of improving that real property. The property cannot be used for the purpose intended by this Agreement without the making of the improvements described herein. 10.2 Design -Builder's Representatives. 10.2.1 Design -Builder designates the individual listed below as its Senior Representative ("Design -Builder's Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name, title, address, and telephone numbers.) Name: Title: Address: Telephone No.: E-mail.: 10.2.2 Design -Builder designates the individual listed below as its Design -Builder's Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract: (Identify individual's name, title, address, and telephone numbers.) Name: Title: Address: Telephone No.: E-mail.: Article 11 Bonds and Insurance 11.1 Insurance. Design -Builder and Owner shall procure the insurance coverages set forth below and in accordance with Article 5 of the General Conditions of Contract. Design -Builder shall include Owner as an additional insured on the Commercial General Liability, Automobile Liability and Umbrella/Excess Liability insurance policies required herein. The Commercial General Liability, Automobile Liability and Umbrella/Excess Liability insurance policies shall include a waiver of subrogation in favor of Owner. TYPE: REQUIRED LIMITS: 1. Worker's Compensation Insurance Statutory Amount 2. Employer's Liability 3. Commercial General Liability (CGL) $500,000 by disease, $500,000 each accident, $500,000 each employee by disease General Aggregate: $2,000,000 Completed Operations Aggregate: $2,000,000 Limit Per Occurrence: $1,000,000 DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 15 4. Automobile Liability: (Hired, Owned and Non -owned Included) Combined Single Limit per Accident $1,000,000 5. Builder's Risk Contract/Completed Value of Project Work At the time of placement prior to mobilization to the site and/or construction start whichever is earlier, Design -Builder will provide an all-risk Builder's Risk insurance policy insuring the Work during construction at the Project site with a limit equal to the Contract/Completed Value of the Work, until Substantial Completion of the Work. This policy will include the Owner, subcontractors of every tier as additional insureds and include the suppliers, vendors, manufacturers, architects, and engineers as additional insureds as their interest appear while on the Project site. This policy shall include a waiver of subrogation in favor of Owner. 6. Umbrella/Excess Policy occurrence and in the aggregate $1,000,000 per 11.2 Bonds and Other Performance Security. Design -Builder shall provide the following performance bond and labor and material payment bond or other performance security for Phase 2 Services: Performance Bond. ® Required Payment Bond. ® Required 12.1 General Exclusions ❑ Not Required ❑ Not Required Article 12 Other Provisions 12.1.1 Owner acknowledges that if conditions at the site differ from those shown in the survey and soils report, such costs shall be reimbursable outside of the GMP sum. Design -Builder's GMP is premised on the assumptions, clarifications, and exclusions shown in Exhibit "C". 12.2 Statutory Notices NOTICE TO OWNER FAILURE OF THIS CONTRACTOR TO PAY THOSE PERSONS SUPPLYING MATERIAL OR SERVICES TO COMPLETE THIS CONTRACT CAN RESULT IN THE FILING OF A MECHANIC'S LIEN ON THE PROPERTY WHICH IS THE SUBJECT OF THIS CONTRACT PURSUANT TO CHAPTER 429, RSMO. TO AVOID THIS RESULT YOU MAY ASK THIS CONTRACTOR FOR "LIEN WAIVERS" FROM ALL PERSONS SUPPLYING MATERIAL OR SERVICES FOR THE WORK DESCRIBED IN THIS CONTRACT. FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOUR PAYING FOR LABOR AND MATERIAL TWICE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO ME A WAIVER OF DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 16 ANY PROTECTIONS DUE TO GOVERNMENTAL BODIES FROM MECHANIC'S OR MATERIALMAN'S LIENS. 12.3 Special Provisions 12.3.1 Buy American Iron and Steel Products. In accordance with Sec. 608.(a) of the Federal Water Pollution Control Act, the Design -Builder assures that it, as well as its subcontractors, will only use iron and steel products in the Project which are produced in the United States in a manner consistent with United States obligations under international agreements. The term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. The Design -Builder understands that this requirement may only be waived by the applicable federal agency in limited situations as set out in Sec. 608.(d) of the Federal Water Pollution Control Act. Items of de minimis value (5% of the total materials cost) will be waived from this requirement. A waiver is also granted for pig iron and direct reduced iron manufactured outside the U.S. in the manufacturing of pig iron and steel products. 12.3.2 Domestic Products Procurement Law. All manufactured goods or commodities used or supplied in the performance of any contract or subcontract awarded on this Project shall be manufactured, assembled, or produced in the United States, unless obtaining American -made products would increase the cost of the goods or commodities by more than ten (10%). In accordance with sections 34.350 through 34.359 RSMo a waiver may be requested from the Owner. 12.3.3 Davis -Bacon Act Requirements. The Design -Builder will pay, and require its subcontractors to pay, all laborers and mechanics employed on the Project at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, United States Code (Davis -Bacon Act), as required by Sec. 602(b)(6) of the Federal Water Pollution Control Act. The Design -Builder agrees to include information about these requirements in solicitation documents. To the extent that the work performed by Design -Builder 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. Design -Builder acknowledges that Design -Builder knows the prevailing hourly rate of wages for this project because Design -Builder has obtained the prevailing hourly rate of wages from the contents of the current Annual Wage Order No. 29, Section 014; Callaway County rates as set forth in Exhibit L. The Design -Builder further agrees that Design -Builder 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 ($100.00) 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. 12.3.4 Pursuant to §285.530.1, RSMo, the Design -Builder assures that it, as well as its subcontractors, do not knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the State of Missouri, and shall affirm, by sworn affidavit and provision of documentation, its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. Further, the Design -Builder assures that it, as well as its subcontractors, shall sign an affidavit affirming that it does not knowingly employ any person DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 17 who is an unauthorized alien in connection with the contracted services. In accordance with sections 285.525 to 285.550, RSMo a general contractor or subcontractor of any tier shall not be liable when such contractor or subcontractor contracts with its direct subcontractor who violates subsection 1 of section 285.530, RSMo if the contract binding the contractor and subcontractor affirmatively states that the direct subcontractor is not knowingly in violation of subsection 1 of section 285.530, RSMo 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. 12.3.5 Anti -Lobbying Act. The Parties shall comply with the Anti -Lobbying Act, Section 319 of Public Law 101-121, and file an Anti -Lobbying Certification form, and the Disclosure of Lobbying Activities form, if required. 12.3.6 Equal Employment Opportunity 41 CFR 60-4; E.O. 11246. The goals and timetables for minority and female participation, expressed in percentage terms for the Design -Builder's aggregate workforce in each trade on all construction work in the covered area, are as follows: Timetables Goals for minority participation for each trade Goals for female participation in each trade All years 10% 5% These goals are applicable to all the Design -Builder's construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the Design -Builder performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the Design -Builder also is subject to the goals for both its federally involved and non -federally involved construction. The Design -Builder's compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the Design -Builder shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the total work hours performed. The Design -Builder shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 12.4 Listing of Exhibits and documents incorporated herein: Exhibit A — Not Used Exhibit B — Phase 1 Scope of Services Exhibit C — Assumptions, Clarifications & Exclusions — Not applicable to Phase 1 Exhibit D — Design -Builder's Phase 1 Hourly Rates Exhibit E — Design -Builder's Phase 2 Hourly Rates — Not applicable to Phase 1 Exhibit F — DBIA Document No. 535, General Conditions of Contract Between Owner and Design - Builder (2010 Edition) ("General Conditions of Contract") Exhibit G — Design -Builder's Allowances — Not Applicable to Phase 1 Exhibit H — Permit & Easement Matrix — Not applicable to Phase 1 DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 18 Exhibit I — Anticipated Lost Days to Inclement / Adverse Weather — Not applicable to Phase 1 Exhibit J — Project Schedule — Not applicable to Phase 1 Exhibit K — Geotechnical Soils Report — Not applicable to Phase 1 Exhibit L - State/Federal Wage Rates Exhibit M - Additional State Revolving Loan fund Provisions In executing this Agreement, Owner and Design -Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. OWNER: DESIGN -BUILDER: (Name of Owner) (Name of Design -Builder) (Signature) (Signature) (Printed Name) (Printed Name) (Title) (Title) Date: Date: Approved as to Form: Caution: An original DBIA document has this caution printed in blue. This is a printable copy and an original assures that changes will not be obscured as may occur when documents are reproduced. DBIA Document No. 545 Progressive Design -Build Agreement for Water and Wastewater Projects © 2016 Design -Build Institute of America Page 19 Exhibit B — Phase 1 Scope of Services Project Kickoff Meeting Design -Builder shall coordinate and lead a Project Kickoff meeting at the facility. During the Project Kickoff meeting, the collective project team will identify the project goals, coordinate activities, discuss project requirements, establish a project schedule, identify key project issues/concerns, identify key personnel who are to provide input on the project, and get initial input on design items. Progress Meetings/Conference Calls Design -Builder will prepare for, attend, and conduct monthly design progress meetings. These meetings will be held either at the City's offices or virtually. Design -Builder will provide meeting minutes with a decision log and a list of action items. Meeting minutes will be distributed via e-mail. Phase 1 will be a nine (9) month (270 Day) duration. This task assumes a total of five (5) onsite meetings with the remainder of the progress meetings being virtual. Project Management This task is for internal coordination of the individual disciplines, budget tracking, and invoice preparation. Quality Control/Quality Assurance The project team will follow BMcD's QA/QC program. This task includes internal review of the project by qualified staff. Review of Existing Studies, Reports, Flow/Load Data, & Design Documents Design -Builder will collect and review existing reports/design documents and facility operational data to support our understanding of the facility. This information will be used to generate a baseline for the planning and design of the new upgrades. Information provided by Owner will be assumed accurate and complete without independent verification. Project Schedule Design -Builder will develop a master project schedule in critical path format that includes all major design activities. The schedule shall be updated monthly. Phase 1 will be a nine (9) month duration. Additional Equipment Scope Evaluation Design -Builder will perform an additional site visit and review available design documents/drawings for each of the other scope items not covered in the previous Biosolids Management Study, including the following: ► Electrical — Evaluation of replacing multiple existing generators with a single generator for the entire facility, requiring review of existing drawings, review of loads across the facility, and one day of gathering site data ► Structural — One day on -site for visual observation of the lime storage silo ► Odor Control — Evaluation of gravity thickeners to determine feasibility and benefits of adding odor control covers, requiring review of existing drawings and coordination with equipment manufacturers ► Grit Removal — Evaluation of replacing grit removal equipment within the existing grit chambers. ► Grit Dewatering — Evaluation of replacing two grit classifiers with a similar technology, within the existing Headworks Building. The Design -Builder will summarize the information collected from the evaluations to deliver a technical memorandum providing recommendations and opinions of probable cost. The City will use the memorandum to determine if additional upgrades will be added to the design project's scope via an amendment. Initial Project Scoping — Opinion of Probable Construction Cost After the Design -Builder conducts the Additional Equipment Scope Evaluation, the Owner will confirm the scope to be included in the project. Before the Design -Builder proceeds with Conceptual Design Services, the Design -Builder will prepare an opinion PAGE 1 OF 5 of probable cost for the project. The City and Design -Builder will meet to review the cost. The City will then confirm the project scope. Geotechnical Investigation Assistance Design -Builder shall subcontract with a licensed geotechnical firm to conduct soil borings and laboratory tests at key locations as needed to determine subsurface conditions. The geotechnical firm shall provide a geotechnical report with recommendations for the foundation and design of new centrifuge building and various site paving. Survey Design -Builder shall subcontract with a licensed surveyor to conduct field surveys in sufficient detail to provide a topographic map suitable for detailed design. The survey shall show property boundaries and easements necessary for the project, as well as the location of all known utilities and surface features that are likely to affect the project. Existing Lime Storage Silos Inspection Design -Builder shall subcontract with a certified SSPC QP-5 inspection company to inspect the coatings on the existing lime silos and provide an inspection report. The report will include photos and be based on common painting practices developed by NACE and SSPC. The report will include recommendations on coating rehabilitation. Model Development Design -Builder will utilize existing as -built pdf documents to create an as -built 3D Model (in Autodesk Revit) of the existing infrastructure. This task only consists of modeling the existing infrastructure, as necessary, to complete the design of this project. Permitting Design -Builder will coordinate with MDNR for required permitting and project approval requirements. Design -Builder does not anticipate that MDNR will require a permit for this project. Additionally, the Design -Builder will assemble a list of anticipated permits required for the project. The Design -Build will research requirements for the following entities to create this list; Environmental Protection Agency (EPA), US Army Corps of Engineers, Jefferson City Memorial Airport, and the Jefferson City Building Department. The City and Design -Builder will meet to review the list and determine responsible parties for obtaining the permits. Conceptual Design Documents Conceptual Design Services will include a Basis of Design Report (BODR) that documents basis of design for each unit process and a codes and standards review. During conceptual design, the Design -Builder will also establish a Contract Drawing and specification list for the Preliminary Design. The following engineering discipline -specific deliverables will be included as part of the Concept Design: ► Civil Site: Establish general location of new facilities, identify laydown areas, preliminary grading plan, and basic yard piping elements. ► Structural: Identify structural design requirements for the facility and recommended materials of construction. ► Architectural: General arrangement and footprint of major structures, occupancy code, major materials of construction, elevation and section drawings. ► Mechanical: Identify classification of key areas of the facility per NFPA 820. ► Process: Document capacity and process design criteria, develop process flow diagrams for the solid stream process, include process -level process and instrumentation diagrams [showing equipment, lines/valves (material, type and size), and instruments], and develop general site layout and yard piping corridors. ► Electrical/Instrumentation: Coordinate site layout with electrical distribution, develop conceptual one -line diagrams, prepare preliminary load calculations, prepare preliminary control system architecture, develop preliminary process instrumentation diagram (PID) based on process flow diagram, and size major electrical equipment. This scope does PAGE 2 OF 5 not include any cost for the Utility provider. Additional cost may be required for the Utility to evaluate their existing service, as well as any new utility requirements. The City shall be given at least one (1) week to review the plans and outline specifications prior to holding a review meeting. PDF documents of the plans along with the specifications will be provided to the City for review. The design fee estimate is based on the following primary upgrades at the facility. Should any infrastructure upgrades deviate from the scope outlined below, or the City decides to perform additional upgrades following the evaluation of existing infrastructure, this will be considered supplemental services and require an amendment: Gravity Thickeners ► Replace -in -kind internal scraper mechanisms in both thickeners Existing Dewatering Building ► Solids handling pumps o Replace -in -kind thickened sludge pumps o Replace -in -kind scum pump o New centrifuge feed pumps (or could be located in new Dewatering Building) o Recoat basement room process piping associated with solids handling pumps ► Lime Stabilization System o Replace -in -kind blower and pneumatic transfer system between silos ► Dry Polymer System o Replace dry polymer feed system with like technology ► Replace some windows, doors, and floor hatches ► Install H2S sensors New Dewatering Building ► Demolish biofilter cells ► Replace -in -kind and relocate VS456 tank ► New pre-engineered metal dewatering building to include: o New dewatering centrifuges o New dewatered cake conveyor o New sludge -lime blender o New sludge loadout bay with conveyor o New polymer feed point from existing dewatering building dry polymer system o New electrical room to power centrifuges and appurtenances Conceptual Design Opinion of Probable Construction Cost Based on the conceptual design documents, Design -Builder will prepare an opinion of probable cost for the project. This cost opinion will be submitted along with the design documents for review and comment by the City. The cost opinion will be based on recent bid tabulation information, historical cost data, and discussions with local suppliers and contractors. All assumptions will be included for reference. Conceptual Design Review Meeting After the City has had an opportunity to review the conceptual design documents, Design -Builder shall conduct a conceptual design review meeting. The purpose of this meeting is to provide the City and Design -Builder an opportunity to clarify City comments on the documents. Design -Builder will provide meeting minutes with a decision log and a list of action items. Meeting minutes will be distributed via e-mail and document comments will be incorporated into the preliminary design documents as appropriate. Preliminary Design Documents Preliminary Design Services will include detailed design progression information with respect to civil, structural, architectural, mechanical, process, and electrical work, controls work, major equipment lists, and sequences of operations. A preliminary 3D PAGE 3 OF 5 Model will be developed in Revit, Plant 3D or Civil 3D based on the discipline. The following design deliverables, including drawings, draft specifications, and a written work description will be developed: ► Civil Site: Draft site plan, rough grading plan, and yard piping. Draft specifications started. ► Structural: Draft plan and section drawings of each structure completed, structure calculations complete, and draft specifications started. ► Architectural: Draft plans developed drawings for the new building, draft demolition requirements, and draft specifications started. ► Mechanical: Develop U -value and heat load calculations, establish required ventilation rates for the new building, size equipment, provide general arrangement of equipment, develop equipment schedule and sequence of operation. Draft specifications started. No riser diagrams will be developed. ► Process: Draft plans and specifications will be started for all unit processes. Process flow diagram, major equipment list, and process and instrumentation diagrams will be finalized. ► Electrical/Instrumentation: Develop draft instrumentation details, update instrumentation device schedule, develop rough draft I/O list, detailed control system block diagram, and finalize process and instrumentation drawings. Draft sequence of operations completed. The City shall be given at least one (1) week to review the plans and outline specifications prior to holding the Preliminary Design Review Meeting. PDF documents of the plans along with the specifications will be provided to the City for review. Preliminary Design Opinion of Probable Construction Cost Based on the preliminary design documents, Design -Builder will prepare an opinion of probable cost for the project. This cost opinion will be submitted along with the design documents for review and comment by the City. The cost opinion will be based on recent bid tabulation information, historical cost data, and discussions with local suppliers and contractors. All assumptions will be included for reference. Preliminary Design Review Meeting After the City has had an opportunity to review the Preliminary design documents, Design -Builder will conduct a preliminary design review meeting. The purpose of this meeting is to provide the City and Design -Builder an opportunity to clarify City comments on the documents. Design -Builder will provide meeting minutes with a decision log and a list of action items. Meeting minutes will be distributed via e-mail and comments will be incorporated as appropriate. Phase 2 Pricing Development Design -Builder will provide a Phase 2 Price Proposal based on the Preliminary Design Documents. This pricing will be compiled in an open book format to give the Owner transparency into pricing development. Design -Builder will complete the following tasks to produce the Phase 2 Pricing Proposal: ► Generate a Phase 2 Price estimate based on the Preliminary Design. ► Develop a Procurement Plan for approval by the Owner. This Procurement Plan will identify how the Design -Builder will delineate the work scopes to complete construction of the project in Phase 2. The work will be divided into Subcontract Packages. Each Subcontract Package will be accompanied by a list of potential bidders. The Procurement Plan will also identify all permanent equipment and materials to be directly procured by the Design -Builder, accompanied by a list of proposed vendors and manufacturers for each. If the Design -Builder proposes to self - perform any work, this work will also be identified in the Procurement Plan. ► The Owner is seeking financing through the Missouri State Revolving Fund. As such, there are procurement requirements that the project will need to meet. The Procurement Plan will outline these requirements and describe PAGE 4 OF 5 how the requirements will be met through the subcontracting and procurement process. The Owner and Design - Builder will review this information jointly in the Procurement Plan to confirm the requirements are adequate. ► Design -Builder will conduct a prequalification process to confirm the proposed subcontractors meet the minimum safety and financial requirements to participate in the project. ► Design -Builder will develop Request for Proposal (RFP) documents for each subcontract and procurement package identified in the Procurement Plan. The RFP will include the necessary commercial and design documents to solicit competitive pricing from subcontractors and vendors at the Preliminary Design stage. ► The Design -Builder will conduct the procurement process for each subcontract and procurement package. This includes issuing the RFP documents to prequalified subcontractors and vendors, managing correspondence from bidders including receiving questions and responding through the issuance of addenda, conducting pre -bids and site walks with bidders as required, and receiving bidder proposals. ► Design -Builder will evaluate subcontractor and vendor proposals. This will include analyzing bid schedules submitted in the proposals, reviewing clarifications and exceptions provided by bidders, and conducting bid review meetings with bidders as required. The Design -Builder will use the data collected through this review process to tabulate the bids and provide a comparison for each package. The Design -Builder will use this information as an input into the Phase 2 Pricing Proposal. ► Design -Builder will develop a Phase 2 project schedule in critical path format that includes all final design and preconstruction activities. Design -Builder will host a Phase 2 Price review workshop with Owner to review the Phase 2 Price build-up/estimate, equipment bid tabs, proposed Phase 2 project schedule, clarifications, and proposed allowance items. MDNR Review/Coordination Design -Builder shall prepare and submit the plans and specifications to MDNR for their review and comment. Comments will be addressed and appropriately shown in the drawings to permit the project with the State of Missouri. PAGE 5 OF 5 I BMcD Total Labor ExpensesActivity Sub- Consultants Total Cost Hours Cost Direct Cost Project Management 248 -1.- $ 66,996 $64,416 $2,580 Project Team Kickoff Meeting 64 $14,807 $5,590 $ 20,397 Project Schedule 10 $2,516 $100 $ 2,616 Progress Meetings/Conference Calls 372 $86,498 $13,460 $ 99,958 Quality Control/Quality Assurance 162 $37,985 $1,520 $ 39,505 Review of Existing Studies, Reports, Flow/Load Data, & Design Documents 150 $30,832 $1,230 $ 32,062 Additional Equipment Scope Evaluation 184 $38,129 $1,530 $10,000 $ 49,659 Initial Project Scoping Opinion of Probable Construction Cost 24 $6,288 $250 $ 6,538 Survey 18 $4,372 $170 $11,600 $ 16,142 Geotechnical Investigation Assistance 46 $11,748 $470 $24,000 $ 36,218 Model Development 100 $19,885 $800 $ 20,685 Conceptual Design Documents/BODR 1,112 $238,906 $9,560 $ 248,466 Conceptual Design Documents/BODR Opinion of Probable Construction Cost 152 $38,827 $1,550 $ 40,377 Conceptual Design Documents/BODR Review Meeting 30 $7,546 $3,300 $ 10,846 Permitting 24 $5,112 $200 $ 5,312 Preliminary Design Documents 1,780 $378,500 $15,140 $ 393,640 Preliminary Design Documents Opinion of Probable Construction Cost 130 $33,079 $1,320 $ 34,399 Preliminary Design Documents Review Meeting 24 $6,022 $3,240 $ 9,262 Phase 2 Pricing Development 420 $101,600 $4,060 $ 105,660 MDNR Review/Coordination 24 $5,112 $200 $ 5,312 0 $0 $0 $ - 0 $0 $0 $ - Sub Total 5,074 $1,132,176 $66,270 $45,600 $1,244,046 Project Subtotals 5,074 $1,132,176 $66,270 $45,600 $1,244,046 Project Total $1,244,046 Prepared by BMcD 12/8/2022 Page 1 General Conditions of Contract Between Owner and Design -Builder This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. Table of Contents Article 1: General Article 2: Design -Builder's Services and Responsibilities Article 3: Owner's Services and Responsibilities Article 4: Hazardous Conditions and Differing Site Conditions Article 5: Insurance and Bonds Article 6: Payment Article 7: Indemnification Article 8: Time Article 9: Changes to the Contract Price and Time Article 10: Contract Adjustments and Disputes Article 11: Stop Work and Termination for Cause Article 12: Electronic Data Article 13: Miscellaneous Article 1 General 1.1 Mutual Obligations .1 Owner and Design -Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents. 1.2 Basic Definitions .1 Agreement refers to the executed contract between Owner and Design -Builder under DBIA Document No. 545, Progressive Design Build Agreement, as modified by the parties. .2 Not Used. .3 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared, furnished or assembled by the Design -Builder. .4 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents. .5 Design -Build Team is comprised of the Design -Builder, the Design Consultant, and key Subcontractors identified by the Design -Builder. .6 Design Consultant is a qualified, licensed design professional who may be an employee of Design -Builder, or who is retained by Design -Builder, or employed or retained by anyone under contract with Design -Builder, to furnish design services required under the Contract Documents. A Design Sub -Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant, but is retained by the Design Consultant or employed or retained by any one under contract to Design Consultant, to furnish design services required under the Contract Documents. Owner recognizes that Design -Builder is an integrated company with in-house design capabilities and that the function of Design Consultant may, in some instances, be self - performed by Design -Builder. .7 Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 and the submission of all documents set forth in Section 6.7.2. .8 Force Majeure Events are those events that are beyond the control of both Design - Builder and Owner, including the events of war, terrorism, vandalism, floods, labor disputes, supply chain issues, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, acts or inactions of government, quarantines, pandemics, and other acts of God. .9 General Conditions of Contract refer to these General Conditions of Contract Between Owner and Design -Builder (2010 Edition), as modified by the parties. .10 Phase 2 Contract Price Amendment means the amendment to the Agreement for Phase 2 services comprised of the accepted Proposal as developed by Design -Builder in accordance with Section 2.3 of the Agreement between Owner and Design -Builder. .11 Phase 2 Proposal means that proposal developed by Design -Builder in accordance with Section 2.3 of the Agreement. .12 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 1 Rev 10_20_2010 DB-15 (DBIA 535-2010) be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements. .13 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi -government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work. .14 Owner's Project Criteria are developed by or for Owner to describe Owner's program requirements and objectives for the Project, including use, space, price, time, site and expandability requirements, as well as submittal requirements and other requirements governing Design -Builder's performance of the Work. .15 Site is the land or premises on which the Project is located. .16 Subcontractor is any person or entity retained by Design -Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers and shall not include the Design Consultants retained by the Design -Builder. .17 Sub -Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor's Work and shall include materialmen and suppliers. .18 Substantial Completion or Substantially Complete means the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes. .19 Work is comprised of all Design -Builder's design, construction and other services required by the Contract Documents, including procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents. Article 2 Design -Builder's Services and Responsibilities 2.1 General Services .1 Design -Builder's Representative shall be reasonably available to Owner and shall have the necessary skill and experience required to supervise the Work. Design -Builder's Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design -Builder. Design -Builder's Representative may be replaced only with the mutual agreement of Owner and Design -Builder, unless such person is no longer employed by Design -Builder, which shall not be unreasonably withheld by the Owner. It is understood and accepted that Design -Builder does not plan to have a full-time, on -site Superintendent or Project Manager until amount of Work on site warrants that level of presence on site. .2 Design -Builder shall provide Owner with a monthly status report detailing the progress of the Work, including whether (i) the Work is proceeding according to schedule, (ii) discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) health and safety issues exist in connection with the Work; (iv) status of the contingency account to the extent provided for in the Agreement; and (v) other items that require resolution so as not to jeopardize Design -Builder's ability to complete the Work for the Contract Price and within the Contract Time(s). .3 Unless a schedule for the execution of the Work has been attached to the Agreement as DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 2 Rev 10_20_2010 DB-15 (DBIA 535-2010) an exhibit at the time the Agreement is executed, Design -Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 2.1.4 hereof, a schedule for the execution of the Work for Owner's review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design -Builder to achieve the Contract Time(s). The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design -Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner's review of, and response to, the schedule shall not be construed as relieving Design - Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work. .4 The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents. 2.2 Design Professional Services .1 Design -Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design -Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design -Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant. 2.3 Standard of Care for Design Professional Services .1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project. 2.4 Design Development Services .1 Design -Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Interim design submissions shall be consistent with the Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section 2.4.1. On or about the time of the scheduled submissions, Design -Builder and Owner shall meet and confer about the submissions, with Design -Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted design submissions. Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. Minutes of the meetings, including a full listing of all changes, will be maintained by Design -Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design -Builder's schedule. .2 Design -Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting and recorded in the meetings minutes. The parties shall have a design review meeting to discuss, and Owner shall DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 3 Rev 10_20_2010 DB-15 (DBIA 535-2010) review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above. Design -Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction. .3 Owner's review and approval of interim design submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner's review nor approval of any interim design submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design -Builder to Owner. .4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design - Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. .5 Upon completion of the Design Development Phase, the Design -Builder shall provide the Owner with drawings, outline specifications and other documents for written acceptance by the Owner. Owner shall provide written approval and / or comments within ten (10) working days of the receipt of the same. 2.5 Legal Requirements .1 Design -Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements. .2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design - Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects may include, without limitation, revisions Design -Builder is required to make to the Construction Documents because of changes in Legal Requirements. 2.6 Government Approvals and Permits .1 Except as identified in the Permit List attached as an exhibit to the Agreement as Design - Builder's responsibility, Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi -government entity having jurisdiction over the Project. .2 Design -Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner's responsibility. 2.7 Design -Builder's Construction Phase Services .1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design -Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design -Builder to complete construction of the Project consistent with the Contract Documents. .2 Design -Builder shall perform all construction activities efficiently and with the requisite experience, skill and competence to satisfy the requirements of the Contract Documents. Design -Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction. .3 Design -Builder shall employ only Subcontractors who are duly licensed (where DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 4 Rev 10_20_2010 DB-15 (DBIA 535-2010) applicable) and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to Design -Builder's selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s) shall be adjusted to the extent that Owner's decision impacts Design -Builder's cost and/or time of performance. .4 Design -Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any negligent acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub -Subcontractor, including but not limited to any third -party beneficiary rights. .5 Design -Builder shall coordinate the activities of its Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner's control, Design - Builder agrees to reasonably cooperate with such separate contractors so that the Project can be completed in an orderly manner without unreasonable disruption. However, unless otherwise stated, Design -Builder is not responsible to schedule or coordinate Owner's separate contractors. .6 Design -Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design -Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design -Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use. 2.8 Design -Builder's Responsibility for Project Safety .1 Design -Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work, including materials and equipment incorporated into the Work or stored on -Site or off - Site, and (iii) all other property at the Site or adjacent thereto. Design -Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design -Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design -Builder's Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design -Builder's personnel, Subcontractors and others as applicable. The Safety Representative may be the Design -Builder's Superintendent or Project Manager. .2 Design -Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner -specific safety requirements set forth in the Contract Documents, provided that such Owner -specific requirements do not violate any applicable Legal Requirement. Design -Builder will immediately report in writing any safety -related injury, loss, damage or accident arising from the Work to Owner's Representative and, to the extent mandated by Legal Requirements, to all government or quasi -government authorities having jurisdiction over safety - related matters involving the Project or the Work. .3 Design -Builder's responsibility for safety under this Section 2.8 is not intended in any way to relieve Subcontractors and Sub -Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work. Design -Builder is not responsible for any safety violations, acts or omissions of the Owner or its separate contractors, consultants and their subcontractors. DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 5 Rev 10_20_2010 DB-15 (DBIA 535-2010) 2.9 Design -Builder's Warranty .1 For a period of one year following Substantial Completion, Design -Builder warrants to Owner that the construction, including the materials and equipment furnished and procured by Design -Builder as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design -Builder's warranty obligation excludes defects caused by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner. Nothing in this warranty is intended to duplicate or limit any manufacturer's warranty which provides Owner with greater warranty rights than set forth in this Section 2.9 or the Contract Documents. Design -Builder will provide Owner with all manufacturers' warranties upon Substantial Completion. .2 The Design -Builder agrees to assign to the Owner at the time of Final Completion of the Work manufacturer's warranties and/or guarantees relating to materials and equipment used in the Work. Owner agrees to look solely to such manufacturer(s) for remedies for defects in equipment and material, and not to Design -Builder. Design -Builder's sole obligation is to provide reasonable assistance to Owner in obtaining relief under such manufacturer's warranties. .3 The warranties and remedies provided in this Section 2.9 are in lieu of all other warranties and/or guarantees, express or implied, included but not limited to the implied warranties of merchantability and fitness for a particular purpose. All Design -Builder liability shall end upon expiration of the one-year warranty period, provided that Owner may continue to enforce any claim for which it has given notice prior to that date. Article 3 Owner's Services and Responsibilities 3.1 Duty to Cooperate .1 Owner shall, throughout the performance of the Work, cooperate with Design -Builder and perform its responsibilities, obligations and services in a timely manner to facilitate Design - Builder's timely and efficient performance of the Work and so as not to delay or interfere with Design -Builder's performance of its obligations under the Contract Documents. .2 Owner shall provide timely reviews and approvals of interim design submissions and Construction Documents consistent with the turnaround times set forth in Design -Builder's schedule. .3 Owner shall give Design -Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents. 3.2 Furnishing of Services and Information .1 Unless expressly stated to the contrary in the Contract Documents, Owner shall provide, at its own cost and expense, for Design -Builder's information and use the following, all of which Design -Builder is entitled to rely upon in performing the Work: .1 Surveys describing the property, boundaries, topography and reference points for use during construction, including existing service and utility lines; .2 Geotechnical studies describing subsurface conditions, and other DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 6 Rev 10_20_2010 DB-15 (DBIA 535-2010) surveys describing other latent or concealed physical conditions at the Site; .3 Temporary and permanent easements, zoning and other requirements and encumbrances affecting land use, or necessary to permit the proper design and construction of the Project and enable Design -Builder to perform the Work; .4 A legal description of the Site; . 5 To the extent available, record drawings of any existing structures at the Site; and . 6 To the extent available, environmental studies, reports and impact statements describing the environmental conditions, including Hazardous Conditions, in existence at the Site. .2 Owner is responsible for securing and executing all necessary agreements with adjacent land or property owners that are necessary to enable Design -Builder to perform the Work. Owner is further responsible for all costs, including attorneys' fees, incurred in securing these necessary agreements. 3.3 Financial Information .1 At Design -Builder's request, Owner shall promptly furnish reasonable evidence satisfactory to Design -Builder that Owner has adequate funds available and committed to fulfill all of Owner's contractual obligations under the Contract Documents. If Owner fails to furnish such financial information in a timely manner, Design -Builder may stop Work under Section 11.3 hereof or exercise any other right permitted under the Contract Documents. .2 Design -Builder shall cooperate with the reasonable requirements of Owner's lenders or other financial sources. Notwithstanding the preceding sentence, after execution of the Agreement Design -Builder shall have no obligation to execute for Owner or Owner's lenders or other financial sources any documents or agreements that require Design -Builder to assume obligations or responsibilities greater than those existing obligations Design -Builder has under the Contract Documents. .3 Any consent to assignment of this Agreement to Owner's lenders shall be conditioned upon Design -Builder being paid in full for all outstanding sums due at the time of the assignment, and upon the assignee being responsible for all of Owner's remaining obligations under this Agreement. 3.4 Owner's Representative .1 Owner's Representative shall be responsible for providing Owner -supplied information and approvals in a timely manner to permit Design -Builder to fulfill its obligations under the Contract Documents. Owner's Representative shall also provide Design -Builder with prompt notice if it observes any failure on the part of Design -Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. Owner's Representative shall communicate regularly with Design -Builder and shall be vested with the authority to act on behalf of Owner. 3.5 Government Approvals and Permits .1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees set forth in the Permit List attached as an exhibit to the Agreement. .2 Owner shall provide reasonable assistance to Design -Builder in obtaining those permits, DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 7 Rev 10_20_2010 DB-15 (DBIA 535-2010) approvals and licenses that are Design -Builder's responsibility. 3.6 Owner's Separate Contractors .1 Owner is responsible for all work performed on the Project or at the Site by separate contractors under Owner's control. Owner shall contractually require its separate contractors to cooperate with, and coordinate their activities so as not to interfere with, Design -Builder in order to enable Design -Builder to timely complete the Work consistent with the Contract Documents. .2 Owner shall require its separate contractors to name Design -Builder as an additional insured on their general liability and excess/umbrella liability insurance and to waive rights of subrogation against Owner, Design -Builder and its Design Consultant, consistent with Section 5.3.5, below. Article 4 Hazardous Conditions and Differing Site Conditions 4.1 Hazardous Conditions .1 Design -Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Design -Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi -government entities with jurisdiction over the Project or Site. .2 Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts and contractors to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless, (iii) remove, abate and remediate such Hazardous Conditions. Design -Builder is entitled to rely on the information and work of Owner's separate experts and contractors as being complete and accurate. .3 Design -Builder shall be obligated to resume Work at the affected area of the Project only after Owner's expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi -government entities having jurisdiction over the Project or Site. .4 Design -Builder will be entitled, in accordance with these General Conditions of Contract, to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design -Builder's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. .5 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Design -Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them, and their officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site. .6 Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for Hazardous Conditions brought to the Site by Design -Builder, Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by law, Design -Builder shall indemnify, defend and hold harmless Owner and Owner's officers, directors, employees and agents from DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 8 Rev 10_20_2010 DB-15 (DBIA 535-2010) and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions brought to the Site by Design -Builder, Subcontractors or anyone for whose acts they may be liable. .7 Design -Builder and Owner acknowledge and understand that Owner shall retain ownership of and title to any Hazardous Conditions at the Site. The parties agree that such Hazardous Conditions were not caused by and are not the responsibility of Design -Builder; and that Agreement or any documents or exhibits associated with the Agreement, do not attempt to nor do they actually transfer responsibility, liability, or ownership for Hazardous Conditions to Design -Builder. Under no circumstances shall Design -Builder assume ownership of or legal liability for such Hazardous Conditions under any law, rule, order, or regulation pertaining to Hazardous Conditions, or assume the status of generator, transporter, storer, treater, or disposal facility, or arranger of transport, storage, or disposal, for Hazardous Conditions. .8 Design -Builder makes no representation, warranty, or guarantee, express or implied, that the environmental consulting services will result in a complete resolution for Owner of responsibilities and liabilities for contaminants, Hazardous Conditions, and their residuals associated with the site, or that the site will become completely free of all contaminants and Hazardous Conditions or fit for all uses. No warranty shall apply to Design -Builder's environmental consulting services performed under this Agreement. Design -Builder's services are based upon the limited scope authorized by Owner. .9 If Design -Builder provides Owner with a written report in connection with the environmental consulting services performed, the report will present such findings and conclusions respecting the site as Design -Builder may reasonably make with the information gathered in accordance with the environmental consulting services. The report shall be based only upon Design -Builder's environmental consulting services. In preparing the report, Design - Builder may review and interpret certain information provided by third -parties, including government authorities, title companies, testing laboratories, and other entities. Design -Builder will not independently evaluate the accuracy or completeness of such information, and shall not be responsible for any errors or omissions contained in such information. Design -Builder's services will be performed solely for the benefit of Owner and not for the benefit of any other persons or entities. Nothing contained in the Agreement is intended to benefit anyone other than the parties hereto, nor to create a contractual relationship with, or a cause of action in favor of, a third -party. Design -Builder does not authorize any sharing of any information, report, or other deliverables, instruments of service or work product provided to Owner, with any third -party. If Owner shares with any third -party any information, report, or other deliverable, instrument of service, or work product as result of Design -Builder's environmental consulting services, Owner does so at its sole risk. Third -parties shall not rely on Design -Builder's environmental consulting services. Design -Builder assumes no liability for any decision or course of action by any third - party based on information and deliverables and environmental consulting services provided to Owner. Owner shall waive, release, and otherwise indemnify, defend, and hold harmless Design - Builder from any injury, damage, liability, cost, or expense brought by any third -party that arises out or is related to such unauthorized disclosure or sharing of Design -Builder's deliverables, instruments of service, or work product with any third -party. Certification or verification by Design - Builder of test results or reports constitute a statement of the professional judgment of Design - Builder based on the facts and data known to Design -Builder. Certification, verification, or other confirmation are not guarantees or warranties concerning current or future considerations or performance of the facilities surveyed, or that Owner or others will be entitled to any innocent land Owner or purchaser defenses that may be available under applicable environmental laws including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. 4.2 Differing Site Conditions .1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 9 Rev 10_20_2010 DB-15 (DBIA 535-2010) nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as "Differing Site Conditions." If Design - Builder encounters a Differing Site Condition, Design -Builder will be entitled to an adjustment in the Contract Price and/or Contract Time(s) to the extent Design -Builder's cost and/or time of performance are adversely impacted by the Differing Site Condition. .2 Upon encountering a Differing Site Condition, Design -Builder shall provide prompt written notice to Owner of such condition, which notice shall not be later than fourteen (14) days after such condition has been encountered. Design -Builder shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. Article 5 Insurance and Bonds 5.1 Design -Builder's Insurance Requirements .1 Design -Builder is responsible for procuring and maintaining the insurance for the coverage amounts all as set forth in the Insurance Exhibit to the Agreement. Coverage shall be secured from insurance companies authorized to do business in the state in which the Project is located, and with a minimum AM Best rating set forth in the Agreement. .2 Design -Builder's insurance shall specifically delete any design -build or similar exclusions that could compromise coverages because of the design -build delivery of the Project. .3 Prior to commencing any construction services hereunder, Design -Builder shall provide Owner with Acord certificates evidencing that (i) all insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect for the duration required by the Contract Documents and (ii) no insurance coverage will be canceled or renewal refused unless at least thirty (30) days prior written notice is given to Owner. If any of the foregoing insurance coverages are required to remain in force after final payment are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the Final Application for Payment. .4 Design -Builder shall include Owner as an additional insured on the Commercial General Liability, Automobile Liability and Umbrella/Excess Liability required policies. Nothing in this Agreement shall require the Design -Builder or its Design Consultants to name the Owner or others as additional insureds on any Professional Liability, Employer's Liability, or Workers Compensation policies. 5.2 Owner's Liability Insurance .1 Owner shall procure and maintain from insurance companies authorized to do business in the state in which the Project is located such liability insurance as required of Design -Builder in the Agreement, except Builder's Risk, to protect Owner from claims which may arise from the performance of Owner's obligations under the Contract Documents or Owner's conduct during the course of the Project. 5.3 Owner's Property Insurance .1 Owner shall procure and maintain from insurance companies authorized to do business in the state in which the Project is located property insurance for the existing property at the Project and for the Work upon Substantial Completion, to the full insurable value of the property or Work, including professional fees, overtime premiums and all other expenses incurred to DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 10 Rev 10_20_2010 DB-15 (DBIA 535-2010) replace or repair the insured property. The property insurance obtained by Owner shall be the broadest coverage commercially available, and shall include as additional insureds the interests of Owner, Design -Builder, Design Consultants and Subcontractors of any tier. Such insurance shall include but not be limited to the perils of fire and extended coverage, theft, vandalism, malicious mischief, collapse, flood, earthquake, windstorm, debris removal and other perils or causes of loss as called for in the Contract Documents. The property insurance shall include physical loss or damage to the existing property at the Project and the Work (upon Substantial Completion), including materials and equipment in transit, and at the Site. The Owner is responsible for the payment of any deductibles under the insurance required by this Section 5.3.1 .2 Prior to Design -Builder commencing any Work, Owner shall provide Design -Builder with certificates evidencing that (i) all Owner's insurance obligations required by the Contract Documents are in full force and in effect and (ii) no insurance coverage will be canceled or renewal refused unless at least thirty (30) days prior written notice is given to Design -Builder. .3 Owner and Design -Builder waive against each other and Owner's separate contractors, Design Consultants, Subcontractors, agents and employees of each and all of them, all damages covered by property insurance provided herein or that could be covered by property insurance, if self -insured, including deductibles, and including rights of subrogation, except such rights as they may have to the proceeds of such insurance. Design -Builder and Owner shall, where appropriate, require similar waivers of subrogation from Owner's separate contractors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. These waivers of subrogation shall not contain any restriction or limitation that will impair the full and complete extent of its applicability to any person or entity unless agreed to in writing prior to the execution of this Agreement. 5.4 Bonds and Other Performance Security .1 Owner requires Design -Builder to obtain performance and payment bonds. .2 All bonds furnished by Design -Builder shall be on the Design -Builder's form. The surety shall be a company qualified and registered to conduct business in the state in which the Project is located. Article 6 Payment 6.1 Schedule of Values .1 Unless required by the Owner upon execution of this Agreement, within ten (10) days of execution of the Agreement, Design -Builder shall submit for Owner's review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly progress payments made to Design -Builder throughout the Work. .2 The Owner will timely review and approve the schedule of values so as not to delay the submission of the Design -Builder's first application for payment. The Owner and Design -Builder shall timely resolve any differences so as not to delay the Design -Builder's submission of its first application for payment. 6.2 Monthly Progress Payments .1 On or before the date established in the Agreement, Design -Builder shall submit for Owner's review and approval its Application for Payment requesting payment for all Work DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 11 Rev 10_20_2010 DB-15 (DBIA 535-2010) performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.4 hereof. .2 The Application for Payment may request payment for equipment and materials not yet incorporated into the Project, provided that (i) Owner is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location, (ii) the equipment and materials are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances. .3 All discounts offered by Subcontractor, Sub -Subcontractors and suppliers to Design - Builder for early payment shall accrue one hundred percent to Design -Builder to the extent Design -Builder advances payment. Unless Owner advances payment to Design -Builder specifically to receive the discount, Design -Builder may include in its Application for Payment the full undiscounted cost of the item for which payment is sought. .4 The Application for Payment shall constitute Design -Builder's representation that the Work described herein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon Design - Builder's receipt of payment. 6.3 Withholding of Payments .1 On or before the date established in the Agreement, Owner shall pay Design -Builder all amounts properly due. If Owner determines that Design -Builder is not entitled to all or part of an Application for Payment as a result of Design -Builder's failure to meet its obligations hereunder, it will notify Design -Builder in writing at least five (5) days prior to the date payment is due. The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design -Builder must take to rectify Owner's concerns. Design -Builder and Owner will attempt to resolve Owner's concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design -Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof. .2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design -Builder all undisputed amounts in an Application for Payment within the times required by the Agreement. 6.4 Right to Stop Work and Interest .1 If Owner fails to pay timely Design -Builder any amount that becomes due, Design - Builder, in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to Section 11.3 hereof. All payments due and unpaid shall bear interest at the rate set forth in the Agreement. 6.5 Design -Builder's Payment Obligations .1 Design -Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design -Builder has received from Owner on account of their work. Design -Builder will impose similar requirements on Design Consultants and Subcontractors to pay those parties with whom they have contracted. Provided Owner makes all payments to Design -Builder when due, Design -Builder will indemnify and defend Owner against any claims for payment and mechanic's liens as set forth in Section 7.3 hereof. 6.6 Substantial Completion .1 Design -Builder shall notify Owner when it believes the Work, or to the extent permitted in DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 12 Rev 10_20_2010 DB-15 (DBIA 535-2010) the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days of Owner's receipt of Design -Builder's notice, Owner and Design -Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. The Owner and Design -Builder shall prepare a written list (Punch List) of all incomplete items of Work existing at the time, including any deficiencies noted. If such Work is Substantially Complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof, (ii) the remaining items of Work that have to be completed before final payment, (iii) provisions (to the extent not already provided in the Contract Documents) establishing Owner's and Design - Builder's responsibility for the Project's security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. .2 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Design -Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. .3 Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design -Builder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design -Builder agree that Owner's use or occupancy will not interfere with Design -Builder's completion of the remaining Work. .4 If Owner occupies or attempts to use any portion of the Work prior to Substantial Completion, it agrees to it does so at its own risk and shall sign any reasonable release or indemnity agreement required by Design -Builder as a condition of such use or occupancy. 6.7 Final Payment .1 After receipt of a Final Application for Payment from Design -Builder, Owner shall make final payment by the time required in the Agreement, provided that Design -Builder has achieved Final Completion. .2 At the time of submission of its Final Application for Payment, Design -Builder shall provide the following information: .1 an affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner's interests, or that any existing liens have been bonded by Design -Builder; .2 a general release executed by Design -Builder waiving, upon receipt and bank clearance of final payment by Design -Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment; .3 consent of Design -Builder's surety, if any, to final payment; .4 all operating manuals, warranties and other deliverables required by the Contract Documents; and .5 certificates of insurance confirming that required coverages will remain in DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 13 Rev 10_20_2010 DB-15 (DBIA 535-2010) effect consistent with the requirements of the Contract Documents. .3 Upon making final payment, Owner waives all claims against Design -Builder except claims relating to (i) Design -Builder's failure to satisfy its payment obligations, if such failure affects Owner's interests, (ii) Design -Builder's failure to complete the Work consistent with the Contract Documents, including defects appearing after Substantial Completion and (iii) the terms of any special warranties required by the Contract Documents. .4 Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the Punch List if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design -Builder under Sections 2.9 and 2.10 herein, and shall not be a reason to withhold final payment from Design Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed. Article 7 Indemnification 7.1 Patent and Copyright Infringement .1 Design -Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design -Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design -Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys' fees and expenses awarded against Owner or Design -Builder in any such action or proceeding. Design -Builder agrees to keep Owner informed of all developments in the defense of such actions. .2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, Design -Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design -Builder cannot so procure such right within a reasonable time, Design -Builder shall promptly, at Design - Builder's option and at Design -Builder's expense, (i) modify the Work so as to avoid infringement of any such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright. .3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design -Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the preceding sentence, Owner shall defend, indemnify and hold harmless Design -Builder to the same extent Design -Builder is obligated to defend, indemnify and hold harmless Owner in Section 7.1.1 above. .4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright. 7.2 Tax Claim Indemnification .1 If, in accordance with Owner's direction, an exemption for all or part of the Work is claimed for taxes, Owner shall indemnify, defend and hold harmless Design -Builder from and DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 14 Rev 10_20_2010 DB-15 (DBIA 535-2010) against any liability, penalty, interest, fine, tax assessment, attorneys' fees or other expenses or costs incurred by Design -Builder as a result of any action taken by Design -Builder in accordance with Owner's directive. Owner shall furnish Design -Builder with any applicable tax exemption certificates necessary to obtain such exemption, upon which Design -Builder may rely. 7.3 Payment Claim Indemnification .1 Providing that Owner is not in breach of its contractual obligation to make payments to Design -Builder for the Work, Design -Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic's liens brought against Owner or against the Project as a result of the failure of Design -Builder, or those for whose acts it is responsible, to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within three (3) days of receiving written notice from Owner that such a claim or mechanic's lien has been filed, Design -Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic's lien bond or Owner's indemnity bond. If Design -Builder fails to do so within thirty (30) days after receipt of written notice from Owner to do so, Owner will have the right to discharge the claim or lien and hold Design -Builder liable for costs and expenses incurred, including attorneys' fees. However, in the event that a lien is a result of disputed sums, the Owner shall give the Design - Builder reasonable time and opportunity to negotiate settlement with its Subcontractor prior to the Owner taking steps to discharge the lien directly. 7.4 Design -Builder's General Indemnification .1 Subject to Section 10.5 and any limitations in the Agreement, Design -Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Owner, its officers, directors, and employees from and against losses, damages, and expenses, including reasonable attorneys' fees and expenses, for bodily injury, sickness or death, and property damage or destruction (other than to the Work itself) to the extent resulting from the negligent acts or omissions of Design -Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. .2 If an employee of Design -Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors, employees, or agents, Design -Builder's indemnity obligation set forth in Section 7.4.1 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design -Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers' compensation or disability acts. 7.5 Owner's General Indemnification .1 In addition to other specific indemnities elsewhere in this Agreement, Owner, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Design -Builder and any of Design -Builder's officers, directors, and employees, from and against losses, damages, and expenses including reasonable attorneys' fees and expenses, for bodily injury, sickness or death, and property damage or destruction (other than to the Work itself) to the extent resulting from the negligent acts or omissions of Owner's separate contractors or anyone for whose acts any of them may be liable. .2 If an employee of Owner or its separate contractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Design -Builder, its officers, directors, employees, or agents, Owner's indemnity obligation set forth in Section 7.5.1 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Owner, Owner's separate contractors, or other entity under any employee benefit acts, including workers' compensation or disability acts. DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 15 Rev 10_20_2010 DB-15 (DBIA 535-2010) Article 8 Time 8.1 Obligation to Achieve the Contract Times .1 Design -Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 5 of the Agreement. 8.2 Delays to the Work .1 If Design -Builder is delayed in the performance of the Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design -Builder is responsible, the Contract Time(s) for performance shall be reasonably extended by Change Order. By way of example, events that will entitle Design -Builder to an extension of the Contract Time(s) include acts or omissions of Owner or anyone under Owner's control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, and Force Majeure Events. .2 In addition to Design -Builder's right to a time extension for those events set forth in Section 8.2.1 above, Design -Builder shall also be entitled to an appropriate adjustment of the Contract Price. .3 For purposes of this Article 8, Force Majeure Events include not only adverse weather conditions, but the resulting impact on the Project after such weather condition ceases, such as mud, standing water, frozen soil or weather damage due to hail, high wind or other weather event. Article 9 Changes to the Contract Price and Time 9.1 Change Orders .1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design -Builder, stating their agreement upon all of the following: .1 The scope of the change in the Work; .2 The amount of the adjustment to the Contract Price; and .3 The extent of the adjustment to the Contract Time(s). .2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design -Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. .3 If Owner requests a proposal for a change in the Work from Design -Builder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse Design -Builder for reasonable costs incurred for estimating services, design services and services involved in the preparation of proposed revisions to the Contract Documents. DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 16 Rev 10_20_2010 DB-15 (DBIA 535-2010) 9.2 Work Change Directives .1 A Work Change Directive is a written order prepared and signed by Owner, directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s). .2 Owner and Design -Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement. 9.3 Minor Changes in the Work .1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s) and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design -Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however that Design -Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design -Builder. 9.4 Contract Price Adjustments .1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods: .1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties; .2 A mutually accepted, lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner; .3 Costs, fees and any other markups set forth in the Agreement; and .4 If an increase or decrease cannot be agreed to as set forth in items .1 through .3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may be set forth in the Agreement. .2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design - Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted. .3 If Owner and Design -Builder disagree upon whether Design -Builder is entitled to be paid for any services required by Owner, or if there are any other disagreements over the scope of Work or proposed changes to the Work, Owner and Design -Builder shall resolve the disagreement pursuant to Article 10 hereof. As part of the negotiation process, Design -Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner's interpretations. If the parties are unable to agree and Owner expects Design -Builder to perform the services in accordance with Owner's interpretations, Design - Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design -Builder (i) directing Design -Builder to proceed and (ii) specifying Owner's interpretation of the services that are to be performed. If this occurs, Design -Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 17 Rev 10_20_2010 DB-15 (DBIA 535-2010) Owner's right to argue that it has no responsibility to pay for such services and (ii) receipt of such payment by Design -Builder does not prejudice Design -Builder's right to seek full payment of the disputed services if Owner's order is deemed to be a change to the Work. 9.5 Emergencies .1 In any emergency affecting the safety of persons and/or property, Design -Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9. Article 10 Contract Adjustments and Disputes 10.1 Requests for Contract Adjustments and Relief .1 If either Design -Builder or Owner believes that it is entitled to relief against the other for any event arising out of or related to the Work or Project, such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions of Contract. In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed twenty- one (21) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. Such notice shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief, the specific contractual adjustment or relief requested and the basis of such request. 10.2 Dispute Avoidance and Resolution .1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design -Builder and Owner each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. .2 Design -Builder and Owner will first attempt to resolve disputes or disagreements at the field level through discussions between Design -Builder's Representative and Owner's Representative which shall conclude within fourteen (14) days of the written notice provided for in Section 10.1.1 unless the Owner and Design -Builder mutually agree otherwise. .3 If a dispute or disagreement cannot be resolved through Design -Builder's Representative and Owner's Representative, Design -Builder's Senior Representative and Owner's Senior Representative, upon the request of either party, shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement. Five (5) days prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their dispute or disagreement. .4 If after meeting the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, the parties shall submit within thirty (30) days of the conclusion of the meeting of Senior Representatives the dispute or disagreement to non -binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the parties. The mediation DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 18 Rev 10_20_2010 DB-15 (DBIA 535-2010) will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by the Owner and Design -Builder and consistent with the mediator's schedule, the mediation shall commence within ninety (90) days of the submission of the dispute to mediation. .5 In the event that a dispute arises between the parties is submitted to mediation under this Section, the parties agree to split the mediator's and any filing fees equally. The mediation shall be held in Kansas City, Missouri. In the event that it is necessary to file a lawsuit or demand arbitration in order to meet the requirements of a statute of limitations which is about to expire, the parties agree, nonetheless, to submit the dispute to mediation within thirty (30) days after the filing of such lawsuit or demand. Any agreements reached in mediation shall be enforceable as a settlement agreement. 10.3 Arbitration .1 Any claims, disputes or controversies between the parties arising out of or relating to the Agreement, or the breach thereof, which have not been resolved in accordance with the procedures set forth in Section 10.2 above shall be decided by arbitration. The number of arbitrators shall be one (1) and the place of the arbitration shall be Kansas City, Missouri, unless the parties agree otherwise in writing. .2 The award of the arbitrator(s) shall be final and binding upon the parties without the right of appeal to the courts. Judgment may be entered upon it in accordance with applicable law by any court having jurisdiction thereof. .3 Design -Builder and Owner expressly agree that any arbitration pursuant to this Section 10.3 may be joined or consolidated with any arbitration involving any other person or entity (i) necessary to resolve the claim, dispute or controversy, or (ii) substantially involved in or affected by such claim, dispute or controversy. Both Design -Builder and Owner will include appropriate provisions in all contracts they execute with other parties in connection with the Project to require such joinder or consolidation. .4 The prevailing party in any arbitration, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party. A "prevailing party" is one who wins more than 75% of what it claimed was owed, or one who defends more than 75% of the opposing party's claim. 10.4 Duty to Continue Performance .1 Unless provided to the contrary in the Contract Documents, Design -Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Design - Builder, pending the final resolution of any dispute or disagreement between Design -Builder and Owner. 10.5 CONSEQUENTIAL DAMAGES .1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET FORTH IN SECTION 10.5.2 BELOW), NEITHER DESIGN -BUILDER NOR OWNER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, ANTICIPATED PROFITS, PRODUCTION, BUSINESS, REPUTATION OR FINANCING, RETURN ON INVESTMENT, OR INCREASED COST OF OPERATION,. DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 19 Rev 10_20_2010 DB-15 (DBIA 535-2010) .2 The consequential damages limitation set forth in Section 10.5.1 above is not intended to affect the payment of liquidated damages or lost early completion bonus, if any, set forth in Article 5 of the Agreement, which both parties recognize has been established, in part, to reimburse Owner or reward Design -Builder for some damages that might otherwise be deemed to be consequential. Article 11 Stop Work and Termination for Cause 11.1 Owner's Right to Stop Work .1 Owner may, without cause and for its convenience, order Design -Builder in writing to stop and suspend the Work. Such suspension shall not exceed sixty (60) consecutive days or aggregate more than ninety (90) days during the duration of the Project. .2 Design -Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner. 11.2 Owner's Right to Perform and Terminate for Cause .1 If Design -Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below. .2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design -Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design -Builder's receipt of such notice. If Design -Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written notice to Design -Builder of its intent to terminate within an additional seven (7) day period. If Design -Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design -Builder of such declaration. .3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased for the Work, which are planned to be turned -over as part of the Work or planned for consumption of the Work, all of which Design -Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design -Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design -Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design -Builder will only be entitled to be paid for Work performed prior to its default. If Owner's cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design -Builder shall be obligated to pay the difference to DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 20 Rev 10_20_2010 DB-15 (DBIA 535-2010) Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys' fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design -Builder's default, subject to the waiver of consequential damages set forth in Section 10.5 hereof. .4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Agreement. .5 Design -Builder shall not be liable for the Work (including, but not limited to, equipment installation) that is incomplete due to a termination by Owner for cause or for convenience under this Agreement, including without limitation, any errors, omissions or defects in such designs or Work which Design -Builder is prevented from correcting and completing due to any termination. .6 Owner shall pay Design -Builder as a Cost of the Work to make reasonably safe any incomplete Work or Site conditions left open due to any termination under this Agreement. Thereafter, Owner assumes full risk and control of the Site. 11.3 Design -Builder's Right to Stop Work .1 Design -Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop the Work for the following reasons: .1 Owner's failure to provide financial assurances as required under Section 3.3 hereof; or .2 Owner's failure to pay amounts properly due under Design -Builder's Application for Payment. .2 Should any of the events set forth in Section 11.3.1 above occur, Design -Builder has the right to provide Owner with written notice that Design -Builder will stop the Work unless said event is cured within seven (7) days from Owner's receipt of Design -Builder's notice. If Owner does not cure the problem within such seven (7) day period, Design -Builder may stop the Work. In such case, Design -Builder shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s) to the extent it has been adversely impacted by such stoppage. 11.4 Design -Builder's Right to Terminate for Cause .1 Design -Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons: .1 The Work has been stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, because of court order, any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design -Builder or anyone for whose acts Design -Builder may be responsible. .2 Owner's failure to provide Design -Builder with any information, permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design -Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof. .3 Owner's failure to cure the problems set forth in Section 11.3.1 above DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 21 Rev 10_20_2010 DB-15 (DBIA 535-2010) after Design -Builder has stopped the Work. .2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design -Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Owner's receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem, then Design - Builder may give a second written notice to Owner of its intent to terminate within an additional seven (7) day period. If Owner, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Design -Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case, Design -Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Article 8 of the Agreement. 11.5 Bankruptcy of Owner or Design -Builder .1 If either Owner or Design -Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the "Bankrupt Party"), such event may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract Documents. Accordingly, should such event occur: .1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non -Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) days after receiving notice of the request; and .2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action. If the Bankrupt Party fails to comply with its foregoing obligations, the non - Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non -Bankrupt Party under this Article 11. .2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non -Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design -Builder to stop Work under any applicable provision of these General Conditions of Contract. Article 12 Electronic Data 12.1 Electronic Data. The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Owner, Design -Builder and others in electronic media as an alternative to paper hard copies (collectively "Electronic Data"). 12.2 Transmission of Electronic Data .1 Owner and Design -Builder shall agree upon the software and the format for the DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 22 Rev 10_20_2010 DB-15 (DBIA 535-2010) transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed -upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. .2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted. .3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 4 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods. 12.3 Electronic Data Protocol .1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 12.3. .2 Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing. .3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data, which protocol shall also address the duty, if any, to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project. .4 The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However, transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration. Article 13 Miscellaneous 13.1 Confidential Information .1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i) the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 23 Rev 10_20_2010 DB-15 (DBIA 535-2010) considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project. 13.2 Assignment .1 Neither Design -Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents. 13.3 Successorship .1 Design -Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns. 13.4 Governing Law .1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project, without giving effect to its conflict of law principles. Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. sec. 1, et seq. 13.5 Severability .1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted. 13.6 No Waiver .1 The failure of either Design -Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 13.7 Headings .1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. 13.8 Notice .1 Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii) four (4) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, (iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the facsimile number of the intended recipient, or (iv) if transmitted by email with receipt confirmation received by the transmitting party, by the time stated in the receipt confirmation. 13.9 Amendments .1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party. DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design -Builder © 2010 Design -Build Institute of America Page 24 Rev 10_20_2010 DB-15 (DBIA 535-2010) Clean Water State Revolving Fund Specifications Requirements State Revolving Fund: The Missouri State Revolving Fund, established by the sale of Missouri Water Pollution Control bonds and federal Capitalization Grants to Missouri, is financing this project. Equal Employment Opportunity and Nondiscrimination in Employment — 41 CFR 60-4; E.O. 11246: 41 CFR 60-4 published April 7, 1978 and amended October 3, 1980, requires that the SRF funding applicant and selected bidders comply with Executive Order 11246 for bids, contracts, and subcontracts for all federally assisted construction contracts exceeding $10,000. The specifications explain the requirements for bidders and contractors under E.O. 11246. • Bidders please see document titled "Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order 11246)" Disadvantaged Business Enterprises (DBE) (includes Minority -owned Business Enterprises/Women-owned Business Enterprises, MBE/WBE) — 40 CRF Part 33, 10 CSR 20-4.040(17), E.O. 11625 and 12138: The applicant is an Equal Opportunity Employer and invites the submission of bids from Disadvantaged Business Enterprises. • Bidders please see document titled "Missouri State Revolving Fund Procedures for Implementation Minority Business Enterprise/Women's Business Enterprise" • Bidders please see Missouri Executive Order 05-30 • Bidders please see Missouri Executive Order 15-06 ➢ The selected bidders must complete the "Missouri State Revolving Fund Disadvantaged Business Enterprise (Minority and Women's Business Enterprise) Utilization Worksheet" Employment of Unauthorized Aliens Prohibited — &285.530 RSMo: Pursuant to §285.530.1, RSMo, the contractor assures that it, as well as its subcontractors, does not knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the State of Missouri, and shall affirm, by sworn affidavit and provision of documentation, its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. Further, the contractor assures that it, as well as its subcontractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. In accordance with §285.525 to 285.550, RSMo a general contractor or subcontractor of any tier shall not be liable when such contractor or subcontractor contracts with its direct subcontractor who violates subsection 1 of §285.530, RSMo if the contract binding the contractor and subcontractor affirmatively states that the direct subcontractor is not knowingly in violation of subsection 1 of §285.530, RSMo 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. ➢ The selected contractor(s) must complete the "Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization" form. ➢ In addition, the selected contractor(s) must enroll in the federal E -verify system, provide supporting documentation of enrollment, and provide verification documentation for enrollment in the Federal E - Verify system. Davis -Bacon Act: • Bidders please see "Davis Bacon Act Requirements" • Bidders please see "Davis -Bacon Act Requirements Funding Recipient Requirements" Contract Work Hours and Safety Standards Act — 40 U.S.C. 327-330: The contractor(s) and subcontractor(s) shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR part 5). U.S. Environmental Protection Agency Certification of Non -segregated Facilities: ➢ The selected bidders must complete this form. OSHA Training — &292.675, RSMo: Any person signing a contract to work on the construction of public works for any public body shall provide a ten-hour Occupational Safety and Health Administration (OSHA) construction Updated July 8, 2022 Page 1 of 5 Clean Water State Revolving Fund Specifications Requirements 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 Missouri Department of Labor and Industrial Relations which is at least as stringent as an approved OSHA program. All employees are required to complete the program within sixty days of beginning work on such construction project. Debarment and Suspension —10 CSR 20-4.040(17): E.O. 12549: The Code of Federal Regulations at Title 2, Part 180, prohibits participation in USEPA funded contracts by persons excluded or disqualified from doing business with the federal government. Bidders are responsible for advising the Owner if they are excluded or disqualified, and to check whether subcontractors they intend to use are excluded or disqualified. All tiers of subcontractors have the same responsibility to notify the one for which they are providing services if they are excluded or disqualified, and to check the status of any subcontractors they intend to use. Status can be checked on the System for Award Management (SAM) located on the Internet at https://www.sam.gov/SAM/. All subcontracts at any tier should include this language. > The selected bidders must complete the "Certification Regarding Debarment and Suspension" form. Small Business Act — P.L. 100-590: Prior to awarding contracts, the SRF funding applicant and any contractor awarding subcontracts must take the following affirmative steps in accordance with Section 129 of Public Law 100- 590, Small Business Administration Reauthorization and Amendment Act of 1988: a. Placing Small Business in Rural Areas (SBRA) on solicitation lists; b. Ensuring that SBRAs are solicited whenever they are potential sources; c. Dividing total requirements, when economically feasible, into small tasks or quantities to permit maximum participation by SBRAs; d. Establishing delivery schedules, where the requirements of work will permit which would encourage participation by SBRAs; and e. Utilizing the services of the Small Business Administration and the Minority Business Development Agency of the U.S. Department of Commerce, as appropriate. Award of Contract —10 CSR 20-4.040(18): The applicant will award the contract to the lowest responsive, responsible bidder. The contract must be for a firm fixed -price. The contract award will be awarded only to responsible contractors possessing the ability to perform successfully, which will be determined by considering such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. Central Contractor Registration: In accordance with the Federal Funding Accountability Act of 2006, the contractor assures that it, as well as its subcontractor(s), shall register in the the System for Award Management (SAM). SAM is the Official U.S. Government system that consolidated the capabilities of Central Contractor Registration (CCR)/FedReg, Online Representations and Certifications Application (ORCA), and Excluded Parties List System (EPLS). There is NO fee to register for this site. If you had an active record in CCR, you have an active record in SAM. You do not need to do anything in SAM at this time, unless a change in your business circumstances requires updates to your Entity record(s) in order for you to be paid or receive an award, or you need to renew your Entity(s) prior to its expiration. To update or renew your Entity records(s) in SAM, you will need to create a SAM User Account located on the Internet at https://www.sam.gov and link it to your migrated Entity records. You will need a user account to search for registered entities in SAM. If the prime contractor is not currently registered in SAM, they are required to do so, as their status will be checked in SAM using the Unique Entity Identifier (UEI) provided by SAM. Privity of Contract: The Missouri Department of Natural Resources, its divisions, nor its employees are or will be a party to the contract(s) at any tier. Protests: Neither the U.S. Environmental Protection Agency (USEPA) nor the Missouri Department of Natural Resources will be involved in protest(s) and their resolution. Updated July 8, 2022 Page 2 of 5 Clean Water State Revolving Fund Specifications Requirements Domestic Products Procurement Law —10 CSR 20-4.040(17); §&34.350 - 34.359 RSMo: All manufactured goods or commodities used or supplied in the performance of any contract or subcontract awarded on this project shall be manufactured, assembled or produced in the United States, unless obtaining American -made products would increase the cost of the contract by more than ten percent (10%). In accordance with §34.350 through 34.359 RSMo, a waiver may be requested from the owner. ➢ The selected bidders must complete the "Domestic Products Procurement Act — §§34.350 - 34.359 RSMo Certification" form. Anti -Lobbying Act — P.L. 101-121: Sub -recipients who request or receive from the grant recipient a sub -grant, contract, or sub -contract exceeding $100,000, at any tier under a federal grant shall comply with the Anti -Lobbying Act, Section 319 of Public Law 101-121, and file an Anti -Lobbying Certification form, and the Disclosure of Lobbying Activities form, if required, to the next tier above. • Selected bidders must complete one of the following forms: o If the selected bidder lobbied on the behalf of this project, the contractor will complete the "Disclosure of Lobbying Activities" form. o If the selected bidder did not lobby on the behalf of this project, the contractor will complete the "Certification Regarding Lobbying" form. Record Retention: The contractor(s) and sub-contractor(s) shall retain all project related records for three years after final payment(s) and all other pending matters are closed. Access to Construction Site and Contract Records —10 CSR 20-4.040(17); Clean Water Act sec. 308 (B)i: The contractor shall provide access to the project site and project records by, the Missouri State Auditor, the Missouri Department of Natural Resources, the Missouri Clean Water Commission, the Environmental Improvement and Energy Resources Authority, the USEPA, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. Payment Provisions —10 CSR 20-4.040(20): The owner shall make payment to the contractor in accordance with §8.960, RSMo. Retainage can be no more than 5%. False Claims Act: The contractor(s) and sub-contractor(s)s, if required by future OMB guidance, shall promptly refer to the State of Missouri or other appropriate Inspector General any credible evidence that a principal, employee, agent, contractor, sub -grantee, subcontractor or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity or similar misconduct involving those funds. Clean Air Act - 42 U.S.C. 7506(C): The contractor(s) and sub-contractor(s) shall comply with the Clean Air Act. Clean Water Act - 33 U.S.C. 1368: The contractor(s) and sub-contractor(s) shall comply with the Clean Water Act. Energy Efficiency Requirements — Energy Policy and Conservation Act (P.L.94-163, 89 Stat. 871): The contractor(s) and sub-contractor(s) shall comply with the mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163, 89 Stat. 871). Recycled Materials — U.S.C. 6962 (RCRA Section 6002): In accordance with Section 6002 of the Resource Conservation and Recovery Act (RCRA), preference shall be given to the procurement of specific products containing recycled materials identified in guidelines developed by the USEPA. Current guidelines are contained in 40 CFR Part 247-254. Historical and Archaeological — P.L. 93-291: If during the course of construction evidence of deposits of historical or archaeological interest is found, the contractor shall cease operations affecting the find and shall notify the owner who shall notify the Missouri Department of Natural Resources and the Director, Division of State Parks, P.O. Box 176, Jefferson City, Missouri 65102-0176, Telephone (573) 751-2479. The contractor shall halt any further disturbances of the deposits until notified by the owner that they may proceed. The owner will issue a notice to Updated July 8, 2022 Page 3 of 5 Clean Water State Revolving Fund Specifications Requirements proceed only after the state official has surveyed the find and made a determination to the Missouri Department of Natural Resources and the owner. Compensation to the contractor, if any, for lost time or changes in construction to avoid the find, shall be determined in accordance with changed conditions or change order provisions of the specifications. Missouri Products — Chap. 71.140 RSMo: Preference shall be given to Missouri products in accordance with Chapter 71.140, Revised Statutes of Missouri. • This applies to loan only funded projects. Please contact the solicitor to determine if applicable to this project. Missouri Firms — §34.076 RSMo: Pursuant to §34.076, Revised Statutes of Missouri, preference shall be given to those persons doing business as Missouri firms, corporations, or individuals, or which maintain Missouri offices or places of business, when the quality of performance promised is equal or better and the price quoted is the same or less. In addition, in order for a non -domiciliary Missouri bidder to be successful, his bid must be that same percentage lower than a domiciliary Missouri bidder's bid, as would be required for a Missouri bidder to successfully bid in the non-domiciliary's state. • This applies to loan only funded projects. Please contact the solicitor to determine if applicable to this project. Prohibition on certain telecommunications and video surveillance services or equipment Certification — 2 CFR 200.216: In accordance with 2 CFR 200.216, recipients and sub -recipients are prohibited from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). Anti -Discrimination Against Israel Act — §34.600, RSMo: In compliance with §34.600 RSMo, the contracting company certifies that it is not currently engaged in and shall not, for the duration of the contract, engage in a boycott of goods or services from the State of Israel; companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel, in accordance with §34.600, RSMo. Any contract that fails to comply with the provisions of this section shall be void against public policy. • This provision does not apply to contracts with a total potential value of less than one hundred thousand dollars or to contractors with fewer than ten employees. American Iron and Steel — Sec. 608(a) of the Federal Water Pollution Control Act: In accordance with Sec. 608(a) of the Federal Water Pollution Control Act, the Participant assures that it, as well as its contractors and sub- contractors, will only use iron and steel products in the Project which are produced in the United States in a manner consistent with United States obligations under international agreements. The term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. The Participant understands that this requirement may only be waived by the applicable federal agency in limited situations as set out in §608(d) of the Federal Water Pollution Control Act. The contractor shall submit all AIS certifications for any iron and steel requested for reimbursement. No applicable items will be reimbursed without the necessary AIS documentation. Updated July 8, 2022 Page 4 of 5 Clean Water State Revolving Fund Specifications Requirements • Please see AIS guidance titled "Implementation of American Iron and Steel provisions." • Please see AIS waivers: o De-Minimis Waiver o National Product Waiver for Pig Iron and Direct Reduced Iron for State Revolving Fund Projects o National Product Waiver for Minor Components within Iron and Steel Products (with cost ceiling) for State Revolving Fund Projects • Contractors bidding on this project must complete and include with their bid the "American Iron and Steel Certification" form. Updated July 8, 2022 Page 5 of 5 STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS (EXECUTIVE ORDER 11246) 1. As used in these specifications: a. "Covered area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer identification number" means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941. d. "Minority" includes: (i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish Culture or origin, regardless of race); (iii) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (iv) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the Contractor, or any Subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each Contractor or Subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other Contractors or Subcontractors toward a goal in an approved Plan does not excuse any covered Contractor's or Subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables. 4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7 a through p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered Construction Contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the FEDERAL REGISTER in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor's obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. c. Maintain a current file of the names, addresses and telephone numbers of each minority and female off -the - street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefore, along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the contractor has other information that the union referral process has impeded the Contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and training programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting it's EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with onsite supervisory personnel such as Superintendents, General Foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other Contractors and Subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs. Not later than once month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment sources, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth both on the site and in other areas of a Contractor's work force. k. Validate all tests and other selection requirements where there is an obligation to do so under CFR Part 60-3. 1. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m.Ensure that seniority practices, job classifications, work assignments and other personnel practices, do not have a discriminatory affect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these Specifications are being carried out. n. Ensure that all facilities and company activities re nonsegregated except that separate or single -user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations (7a through p). The efforts of a contractor association, joint contractor -union, contractor -community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 7a through p of these Specifications providing that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non -minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The Contractor shall not enter into any Subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12. The Contractor shall carry out such sanctions and penalties for violation of these Specifications and of the Equal Opportunity Clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these Specifications and Executive Order 11246, as amended. 13. The Contractor, in fulfilling its obligation under these Specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these Specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these Specifications, the Director shall proceed in accordance with 41-CFR 60-4.8. 14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, Contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246) 1. The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Specifications" set forth herein. 2. The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor's aggregate workforce in each trade on all construction work in the covered area, are as follows: Timetables Goals for minority participation for each trade Goals for female participation in each trade All years % 6.9% These goals are applicable to all the Contractor's construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the contractor also is subject to the goals for both its federally involved and nonfederally involved construction. The Contractor's compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the total work hours performed. 3. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this Notice, and in the contract resulting from this solicitation, the "covered area" is (insert description of the geographical areas where the contract is to be performed giving the state, county and city, if any) Current goals for minority and female participation for each trade can be found at the US Depai lment of Labor, Office of Federal Contract Compliance Programs (OFCCP) compliance assistance guides https://www.dol.gov/ofccp/CAGuides/. Construction Technical Assistance Guide https://www.dol.gov/ofccp/TAguides/TAC FedContractors JRF QA 508c.pdf 5/17/18 MISSOURI STATE REVOLVING FUND Procedures for Implementation Minority Business Enterprise/Women's Business Enterprise Each bidder/offeror must fully comply with the requirements, terms, conditions of 40 CFR Part 33 and DNR's regulations to award a fair share of subagreements to minority and women's business enterprises. The bidder/offeror commits itself to taking affirmative steps and complying with the Six Good Faith Efforts contained herein. Bidders/offerors will take affirmative steps prior to submission of bids/proposals. Affirmative Steps 1. When feasible, segmenting total work requirements to permit maximum minority business and women business enterprises (MBE/WBE) participation. 2. Assuring that MBEs and WBEs are solicited whenever they are potential sources of goods or services. This step may include: a. Sending letters or making other personal contacts with MBEs and WBEs (e.g. those whose names appear on lists prepared by the Missouri Office of Administration, the Missouri Department of Transportation, or the funding recipients and other MBEs and WBEs known to the bidder/offeror.) MBEs and WBEs should be contacted when other potential subcontractors are contacted, within reasonable time (fifteen days) prior to bid submission or closing date for receipt of initial offers. Those letters or other contacts should communicate the following: i. Specific description of the work to be subcontracted; ii. How and where to obtain a copy of plans and specifications or other detailed information needed to prepare a detailed price quotation; iii. Date the quotation is due to the bidder/offeror; iv. Name, address, and phone number of the person in the bidder/offeror's firm whom the prospective MBE/WBE subcontractor should contact for additional information. b. Sending letters or making other personal contacts with local, state, federal and private agencies and DBE associations relevant to the project. Such contacts should provide the same information provided in the direct contacts to DBE firms. 3. Where feasible, establishing delivery schedules which will encourage participation by MBEs and WBEs. 1 5/17/18 Determination of Compliance It is to be noted that bidders/offerors must demonstrate compliance with DBE requirements in order to be deemed responsible. Demonstration of compliance shall include, but is not limited to, the following information: 1. Names, addresses and phone numbers of MBEs/WBEs expected to perform work; 2. Work to be performed by the MBEs and WBEs; 3. Aggregate dollar amount of work to be performed by MBEs and WBEs, showing aggregate to MBEs and aggregate to WBEs separately; 4. Description of contacts to MBE and WBE organizations, agencies and associations which serve MBEs/WBEs, including names of organizations, agencies and associations and dates of contacts; 5. Description of contacts to MBEs and WBEs, including number of contacts, fields, (i.e. equipment or material supplier, excavators, transport services, electrical subcontractors, plumbers, etc.) and dates of contacts. The Six Good Faith Efforts, and Minority and Women's Business Enterprise Utilization Worksheet shall be included in the specifications. All bidders/offerors should complete the Minority and Women's Business Enterprise Utilization Worksheet and submit to the funding recipient prior to contract award. Additional information on DBE requirements can be found at https://www.epa.gov/osbp/dbe team.htm Lists of Certified Disadvantaged Business Enterprises — To help comply with the Six Good Faith Efforts, please visit the following web sites to access existing lists of certified DBEs: Small Business Administration https://dsbs.sba.gov/dsbs/search/dsp dsbs.cfm Missouri Department of Transportation https://www.modot.mo.gov/ecr/index.htm Office of Equal Opportunity https://oeo.mo.gov/ The contractor shall not discriminate on the basis of race, color, nation origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. (Funding recipients may establish alternative methods of compliance equivalent to or more stringent than the above.) 2 5/17/18 "Six Good Faith Efforts" The Six Good Faith Efforts are required methods to be used by all Loan and Grant recipients to ensure that all disadvantaged business enterprises (DBEs) have the opportunity to compete for procurements funded by EPA financial assistance dollars. The prime contractor must pay its subcontractor for satisfactory performance no more than 30 days from the prime contractor's receipt of payment from the recipient. A recipient must be notified in writing by its prime contractor prior to any termination of a DBE subcontractor for convenience by the prime contractor. If a DBE subcontractor fails to complete work under its subcontract for any reason, the recipient must require the prime contractor to employ the six good faith efforts described below if soliciting a replacement subcontractor. A recipient must require its prime contractor to employ the six good faith efforts even if the prime contractor has achieved its Fair Share Goals. The current Fair Share Goals are 10% for Minority Business Enterprises and 5% for Women Business Enterprises in accordance with 40 CFR, Part 33, Subpart D. The Six Good Faith Efforts are: 1. Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local Government recipients, this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. 2. Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days before bid or proposal closing date. 3. Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal, State and Local Government recipients, this will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. 4. Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. 5. Use the services and assistance of the SBA and the Minority Business development Agency of the Department of Commerce. 6. If the prime contractor awards subcontracts, require the prime contractor to take the above steps. 3 5/17/18 MISSOURI STATE REVOLVING FUND DISADVANTAGED BUSINESS ENTERPRISE (MINORITY AND WOMEN'S BUSINESS ENTERPRISE) UTILIZATION WORKSHEET Funding Recipient Project No.: Contractor/Engineer: Contract Name: Contract Contact Person: Contractor MBE/WBE: Yes OA / MODOT / EPA Certification No.: Address: No Telephone No.: Amount of Contract Email Address Total Contract MBE% WBE % 1. MBE Subcontractor WBE Address Contact Person Email Address: OA MBE/WBE Certification Number Telephone No. MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 2. MBE Subcontractor WBE Address Contact Person Email Address: OA MBE/WBE Certification Number Telephone No. MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 4 5/17/18 3. MBE Subcontractor WBE Address Contact Person Email Address: Telephone No. OA MBE/WBE Certification Number MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 4. MBE Subcontractor WBE Address Contact Person Email Address: OA MBE/WBE Certification Number Telephone No. MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 5. MBE Subcontractor WBE Address Contact Person Email Address: OA MBE/WBE Certification Number Telephone No. MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 6. MBE Subcontractor WBE Address Contact Person Email Address: OA MBE/WBE Certification Number Telephone No. MODOT MBE/WBE Certification (Yes) (No) Amount of Subcontract Scope of Work 5 5/17/18 Comments: Prepared By: Telephone Number: Date: 6 EXECUTIVE ORDER 05-30 RECEIVED & FILED SEP 0 8 2005 S10N I SION WHEREAS, since 1990, the Office of Administration, State of Missouri has endeavored to "establish and implement a plan to increase and maintain the participation of certified socially and economically disadvantaged small business concerns or minority business enterprises, directly or indirectly, in contracts for supplies, services, and construction contracts, consistent with targets determined after an appropriate study conducted to determine the availability of socially and economically disadvantaged small business concerns and minority business enterprises in the marketplace;" pursuant to Senate Bills 808 & 672 passed by the General Assembly and signed into law by then Governor Ashcroft; and WHEREAS, such a study was conducted and found statistically significant disparities in state contractual expenditures for construction and the purchase of goods and services, as compared to the ready, willing and able minority and women -owned business enterprises (M/WBEs) in the state; and WHEREAS, Executive Order 98-21 established goals to increase the percentage of goods and services procured from certified M/WBEs; and WHEREAS, the goals for M/WBE participation established in Executive Order 98-21 have not been substantially met; and statistically significant disparities in state contractual expenditures for construction and the purchase of goods and services from minority and women -owned businesses in the state still exist; and WHEREAS, on September 27, 2004, Behavioral Interventions, Inc. filed a lawsuit in the U.S. District Court, in the Western District of Missouri challenging the propriety of Missouri's M/WBE program. In January 2005, a preliminary injunction was issued ordering the Office of Administration, State of Missouri to suspend the placing of M/WBE requirements in any procurement by the State of Missouri. Because of the uncertainty created in the aftermath of the litigation, the program has undergone comprehensive revision not only to withstand constitutional scrutiny, but also to more adequately address the compelling needs and obstacles of minority and women -owned businesses to gain greater access to business opportunities, both public and private, within the state of Missouri; and WHEREAS, the State of Missouri is dedicated to the compelling governmental interest in remedying race and sex based discrimination in a manner consistent with state and federal law; and WHEREAS, the State of Missouri is committed to enhancing the economic health and prosperity of the state by promoting the greater use of minority and women -owned businesses. Job creation for Missouri residents, and therefore the success of minority and women -owned businesses, are paramount goals of this Administration; and WHEREAS, the State of Missouri will gain enormously from improvements in expanded business opportunities for Missouri residents created by the expansion of minority and women -owned businesses and through the additional tax revenues generated by those individuals and businesses; and WHEREAS, to further these goals, which are of the highest priority of this Administration, it is the policy of this Administration to develop economic opportunities for minority and women -owned businesses wherever possible. NOW, THEREFORE, I, Matt Blunt, Governor of the State of Missouri, under the authority vested in me under the constitution and the laws of this state, to fulfill the mandate of the General Assembly in Senate Bills 808 & 672 and to pursue the compelling interest of remedying discrimination, do hereby declare the following narrowly tailored policies and procedures shall be adopted by the Executive Branch of state government in procuring all types of goods and services: 1. The Office of Supplier and Workforce Diversity (OSWD) is established to replace the Office of Equal Opportunity. All the authority, powers and privileges of the Office of Equal Opportunity is transferred to the OSWD. The Director of OSWD shall be appointed by the Governor. The Director of OSWD shall report to the Commissioner of Administration. The Director shall have primary responsibility for assisting in the coordination and implementation of affirmative action throughout all departments of the executive branch of state government, including programs to increase M/WBE participation, and advising the Governor on issues regarding equal employment opportunity, affirmative action, and efforts to administer affirmative action goals and timetables for implementation throughout the departments of the executive branch. The Office of State Compliance Officer is hereby abolished. The Director of OSWD shall be the State's chief compliance officer for the executive branch of state government to ensure that the State of Missouri is complying with all federal and state laws concerning equal employment opportunity and affirmative action. If needed, the Director shall assist each department in developing an Affirmative Action Plan of Implementation. Additionally, the Director of OSWD shall review progress reports of the departments and shall meet biannually with each department director to evaluate departmental results and determine the course of future affirmative action goals, timetables, recruiting, planning, and implementation. The results of each meeting shall be reported in writing to the Governor and Commissioner of Administration. Not later than January first of each calendar year, the Director of OSWD shall provide a report to the Governor and the Commissioner of Administration which summarizes the activities of each department pursuant to this Order and which contains recommendations for additional programs to accomplish the purposes of this Order. The Commissioner of Administration shall provide the Director of OSWD with such facilities, staff, resources, equipment, and supplies as are necessary to carry out the duties set forth herein. The Director of OSWD shall submit a proposal each fiscal year to the Commissioner of Administration detailing the needs of the Office of Supplier and Workforce Diversity. 2. All state agencies shall continue to make every feasible effort to target the percentage of goods and services procured from certified MBEs and WBEs to 10% and 5%, respectively. These efforts shall include participation in an Executive Branch Contract Compliance Council which shall, in cooperation with the OSWD, review procurement efforts to assist in meeting the requirements of this Executive Order. 3. The Divisions of Purchasing and Materials Management (PMM) and Facilities Management, Design and Construction (FMDC) within the Office of Administration shall be authorized to implement the following programs to increase M/WBE procurement: a. PMM shall be authorized to encourage prime contractors to subcontract with M/WBEs on all contracts of $100,000 or greater. OSWD contracts shall include a provision for participation which will allow the bidders to tailor a plan to fit the contract. Mandatory percentage goals of M/WBE participation shall not be established in violation of federal or state law. M/WBE participation shall be encouraged by PMM in consultation with OSWD and the user agency depending on the availability of M/WBE vendors in the applicable commodity/service and geographical area. PMM shall consider M/WBE participation as a significant factor in a contract bid. The M/WBE participation will be evaluated along with other criteria in the award of a bid. It is intended that 10% MBE and 5% WBE percentage is desired. The participation can be met through the use of prime contractors, subcontractors, suppliers, joint ventures, or other arrangements that afford meaningful opportunities for M/WBE participation. 2 OSWD in conjunction with PMM shall also appoint a M/WBE Purchasing Manager for the purpose of promoting and coordinating the participation of M/WBEs in State of Missouri contracts. b. FMDC shall be authorized to evaluate M/WBE participation in design contracts, as part of the quality -based selection process, for construction projects worth $1.5 million or more. On contracts with lesser value, FMDC shall make special efforts to target M/WBEs as prime contractors. Overall participation targets for each fiscal year shall be 10% MBE and 5% WBE; however, mandatory percentage goals shall not be established in violation of federal or state law. The targets may be met through the use of prime contractors, subcontractors, joint ventures, or other arrangements that afford meaningful opportunities for M/WBE participation. FMDC shall also be authorized to seek participation of M/WBEs on construction contracts. The targets shall be set on a project by project basis by FMDC in consultation with the OSWD, taking into account the availability of M/WBE contractors in the applicable geographic area and construction trade, with the overall participation targets for each fiscal year at 10% MBE and 5% WBE. The targets may be met through the use of prime contractors, subcontractors, suppliers, joint ventures, or other arrangements that afford meaningful opportunities for M/WBE participation. c. Both FMDC and the PMM shall establish policies or rules to implement these programs which shall include a waiver provision for prime contractors who make a good faith effort to attain such targets but do not succeed. They shall also establish enforcement procedures in cooperation with the OSWD to assist contractors to meet subcontracting commitments. Their programs shall be reviewed annually to determine whether targets should be modified. d. FMDC and PMM are authorized and directed to identify and consult with such entities as the St. Louis Minority Business Council, the Kansas City Minority Supplier Council and the Kansas City Council of Women Business Owners in identifying M/WBEs to participate in state procurements. 4. OSWD shall monitor the programs and work with FMDC and PMM in their implementation. The OSWD shall have the following responsibilities and carry out the following tasks: a. to actively recruit, facilitate and serve as a clearinghouse for M/WBE contractors to participate in the programs; b. to cooperate with the PMM and the FMDC in the administration and enforcement of the M/WBE participation programs; c. to cooperate with the PMM and the FMDC in the development of policies, forms, and procedures to carry out the requirements of the M/WBE participation programs; d. to participate in M/WBE target setting; e. to perform fact -gathering and record -keeping to determine both the effectiveness of state participation programs and the availability and utilization of eligible M/WBEs on individual projects, including levels of participation and availability in specific areas; f. to certify contractors as M/WBEs; g. to assess the continuing need for M/WBE participation targets for specific contracting areas; h. to monitor contractor participation with M/WBE targets; and 3 i. to recommend sanctions for contractors who fail to faithfully execute M/WBE participation plans during the course of contract performance. 5. The programs shall be reviewed annually to monitor the level of M/WBE participation achieved in state contracting areas during the previous year. An assessment of the programs and whether their continuation is necessary shall be delivered to the Governor and the General Assembly. After it is determined that M/WBEs participate in state contracts in a manner commensurate with their presence and capability in the state marketplace, the programs set forth in section 2 will be terminated. 6. Executive Order No. 98-21 (1998) and article II of Executive Order 94-03 (1994) are hereby superseded and replaced by this Executive Order. ATTEST: IN WITNESS WHEREOF, I have hereunto set my hand and caused to be affixed the Great Seal of the State of Missouri, in the City of Jefferson, on this 8th day of September, 2005. Matt Blunt Governor 04<a4, Robin Carnahan Secretary of State 4 EXECUTIVE ORDER 15-06 RECEIVED & FILED OCT 21 2015 SECRETARY OF STATE COMMISSIONS DIVISION WHEREAS, the State of Missouri is committed to enhancing the economic health and prosperity of Minority and Women Business Enterprises (M/WBEs) through the use of M/WBE contract benchmarks established in state contracts for supplies, services, and construction that are consistent with §§37.020 — 37.023, RSMo, and the findings of the most current disparity study; and WHEREAS, upon funding being appropriated by the General Assembly in 2013, the Office of Administration (OA) commissioned a Disparity Study which was completed on October 24, 2014, that studied the utilization of M/WBEs in state contracts and the availability of M/WBEs in the applicable marketplace; and WHEREAS, Executive Order 14-07 established the Disparity Study Oversight Review Committee to review the findings of the 2014 Disparity Study and to produce meaningful recommendations to assist the State of Missouri in developing a contracting process that is inclusive, promotes diversity, and provides greater opportunity for M/WBEs; and WHEREAS, after conducting a thorough review and analysis of the findings of the 2014 Disparity Study, the Disparity Study Oversight Review Committee submitted its report to the Governor on January 27, 2015; and WHEREAS, the Disparity Study Oversight Review Committee's report sets forth recommendations to help eliminate the lingering effects of discrimination to ensure a level playing -field for all Missouri business owners; and WHEREAS, on September 14, 2015, the Ferguson Commission, created pursuant to Executive Order 14-15, released its final report which called for Missouri to implement a statewide M/WBE program "with outcomes measures that incorporate capacity building, mentoring, and education with respect to the state and local procurement system;" and WHEREAS, the State of Missouri is dedicated to the compelling governmental interest of remedying race and sex based discrimination in a manner consistent with state and federal law. NOW, THEREFORE, I, JEREMIAH W. (JAY) NIXON, GOVERNOR OF THE STATE OF MISSOURI, in recognition of the obligations of the State of Missouri and by virtue of the authority vested in me by the Constitution and the Laws of the State of Missouri, do hereby state that the following narrowly tailored policies and procedures shall be adopted by the Executive Branch of state government in procuring goods and services: 1. All state agencies shall make every feasible effort to increase the percentage of goods and services procured from certified M/WBEs in order to achieve the annual goals of 10% MBEs and 10% WBEs of all annual Executive Branch procurement funds. These efforts shall include participation in an Executive Branch Contract Compliance Council which shall, in cooperation with the Office of Administration, Office of Equal Opportunity (OEO), review procurement efforts to assist in meeting the requirements of this Executive Order. 2. Both the Division of Purchasing and Facilities Management, Design and Construction (FMDC) within the Office of Administration shall be authorized to implement the following program to increase M/WBE procurements: a. Division of Purchasing and FMDC shall encourage prime contractors to subcontract with M/WBEs on state contracts. Division of Purchasing and FMDC contracts are permitted to include a provision setting forth participation of M/WBEs as prime contractors or subcontractors who perform a commercially useful function. M/WBE participation requirements shall be determined by the Division of Purchasing and FMDC, in consultation with OEO and the user agency, by evaluating the availability of M/WBE vendors in the applicable commodity/service and geographical area as determined by the most recent disparity study and other applicable factors. Division of Purchasing and FMDC shall use individual contract percentages to help meet the state's annual program goals. The M/WBE participation will be evaluated for responsiveness along with other criteria in the award of a bid. The participation can be met through the use of prime contractors, subcontractors, suppliers, joint ventures, or other arrangements that afford meaningful opportunities for M/WBE participation. b. Division of Purchasing and FMDC shall revise their policies and regulations to further implement this program which shall include a waiver provision for prime contractors who make a good faith effort to take all necessary and reasonable steps to attain such percentages but are otherwise unable to achieve them. Division of Purchasing and FMDC shall also establish enforcement procedures, in cooperation with OEO and the Contract Oversight Office within the Office of Administration, which shall include consequences for failure to meet percentage commitments unless a good faith waiver is obtained from the Division of Purchasing or FMDC, respectively. c. Division of Purchasing and FMDC are authorized and directed to identify and consult with such other certifying entities as recommended by OEO in order to facilitate M/WBEs to participate in state procurements. 3. The Office of Administration shall also be authorized to: a. Conduct a comprehensive review of OEO and determine the need for increased funding and personnel to enable OEO to carry out the work it has been assigned. b. Evaluate the state's current M/WBE eligibility standards and determine what revisions, if any, should be considered to applicable statutes and regulations. This includes an evaluation of whether M/WBE eligibility should be capped based upon a firm's gross income and/or personal net worth. The Office of Administration should refer to the Disparity Study and the Committee's report as a reference regarding potential revisions to the program's eligibility standards. c. Research existing bonding and financing programs for small vendors that enhance access to bonding and working capital in order to reduce barriers to business development and success, and determine the feasibility of developing such a program within OEO. d. Evaluate the existing experience and surety bonding requirements and determine what adjustments, if any, should be considered to facilitate increased M/WBE participation. e. Evaluate the possibility of lengthening solicitation periods for vendors, whenever possible, in an effort to increase M/WBE participation. f. Research the feasibility and consider establishing a Mentor -Protege Program within OEO, whereby a larger firm provides instruction and training to an emerging firm to increase the protege's skills, capacities, and business areas. g. Educate and advise state agencies on implementing internal procedures that ensure compliance with §8.690 RSMo. h. Implement an electronic contracting system that provides access to state contracting information and collects measureable data to document the achievement of M/WBE goals. 4. OEO shall work with the Division of Purchasing and FMDC in the implementation of this Executive Order, and shall have the following responsibilities: a. Actively recruit, certify, and serve as a clearinghouse for M/WBEs to participate in the program. b. Partner with agencies and organizations that conduct similar services that can provide technical assistance and supportive services. c. Cooperate with the Division of Purchasing, FMDC, and the Contract Oversight Office in the administration and enforcement of the M/WBE participation program and contract requirements. d. Cooperate with the Division of Purchasing and FMDC in the development of policies, forms, and procedures to carry out the requirements of the M/WBE participation program. e. Provide guidance to the Division of Purchasing and FMDC in the setting of M/WBE individual contract percentages. f. Review and record the effectiveness of the state agencies' participation in the program in light of the availability and utilization of eligible M/WBEs on individual contracts, and make recommendations to the agencies for improvement and enforcement of the program. g. Provide outreach to M/WBEs to educate firms about the program, the state's procurement process, and business elements such as obtaining bonding, lines of credit, or other related services. Outreach efforts shall also serve to foster enhanced working relationships between M/WBEs and prime contractors. h. Recommend sanctions for contractors who fail to faithfully execute M/WBE participation requirements during the course of contract performance. 5. OEO shall review the program annually to monitor the level of M/WBE participation achieved in state contracting areas during the previous fiscal year. An assessment of the program and whether the continuation is necessary shall be prepared by OEO and delivered to the Governor and the General Assembly by March after the completion of the fiscal year. After it is determined by OEO that M/WBEs participate in state contracts at a level commensurate with their presence and capability in the state marketplace, then the program set forth in this Executive Order shall be terminated. If the program is still deemed to be necessary on March 1, 2019, a new Disparity Study should be conducted and a new Disparity Study Oversight Review Committee should be appointed to review the results of that study. 6. This Order shall take effect immediately and supersedes Executive Order 05-30. ATTEST: IN WITNESS WHEREOF, I have hereunto set my hand and cause to be affixed the Great Seal of the State of Missouri, in the City of Jefferson, on this 21st day of October, 2015. eremiah . . y) Nixon overnor Jason Kander Secretary of State Q \O MISSOURI DEPARTMENT OF NATURAL RESOURCES DIVISION OF ENVIRONMENTAL QUALITY FINANCIAL ASSISTANCE CENTER Certification Regarding Debarment and Suspension Applicant Name: Project Name: Project No.: SAM.gov UEI No.: The prospective participant certifies to the best of its knowledge and belief that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any governmental (federal, state, or local) entity; b) Have not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against them for: 1) Commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; 2) Violation of federal or state antitrust statutes relating to the submission of offers; or 3) Commission of embezzlement, theft, forgery, bribery, falsification ordestruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with, commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d) Have not, within a three-year period preceding this certification, had one or more public transactions (federal, state, or local) terminated for cause or default. I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. n I am able to certify to the above statements. ❑ I am unable to certify to the above statements and attached my explanation. Typed Name of Authorized Representative Title of Authorized Representative Signature of Authorized Representative Date Last Revised March 25, 2022 Q MISSOURI DEPARTMENT OF NATURAL RESOURCES DIVISION OF ENVIRONMENTAL QUALITY FINANCIAL ASSISTANCE CENTER Certification Regarding Debarment and Suspension Instructions The Missouri Department of Natural Resources receives assistance from the federal government, and the funds provided to a community constitute a sub -agreement. Accordingly, each prospective recipient of a grant, loan, or cooperative agreement and any contractor or subcontractor must agree to fully comply with Executive Order 12549, 2 C.F.R. Part 180, and 2 C.F.R. Part 1532 regarding Debarment and Suspension. "Principals," for the purposes of this certification, means officers; directors; owners; partners; and persons having primary management or supervisory responsibilities within an entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). The prospective grant, loan, or cooperative agreement recipient should return the signed certification, and explanation if needed, with its application to: Missouri Department of Natural Resources Financial Assistance Center PO Box 176 Jefferson City, MO 65102-0176 Or email to fac@dnr.mo.gov. The recipient of funding should also obtain a certification from their consulting engineer and prime contractor. The funding recipient shall also check the status on the System for Award Management (SAM) located on the Internet at https://www.sam.gov/portal/public/SAM/. Each prospective subcontractor should submit a completed certification or explanation to the prime contractor for the project. Last Revised March 25, 2022 U.S. ENVIRONMENTAL PROTECTION AGENCY WATER QUALITY OFFICE CERTIFICATION OF NONSEGREGATED FACILITIES (Applicable to federally assisted construction contracts and related sub -contracts exceeding $10,000 which are not exempt from the Equal Opportunity clause.) The federally assisted construction contractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The federally assisted construction contractor certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The federally assisted construction contractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. The federally assisted construction contractor agrees that (except where he has obtained identical certifications from proposed subcontractors for specific time periods) he will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that he will retain such certifications in his files. Signature Date Name and Title of Signer (Print or Type) Firm Name NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. Attachment 6 EXHIBIT BUSINESS ENTITY CERTIFICATION, ENROLLMENT DOCUMENTATION. AND AFFIDAVIT OF WORK AUTHORIZATION BUSINESS ENTITY CERTIFICATION: The bidder/contractor must certify their current business status by completing either Box A or Box B or Box C on this Exhibit. BOX A: BOX B: BOX C: To be completed by a non -business entity as defined below. To be completed by a business entity who has not yet completed and submitted documentation pertaining to the federal work authorization program as described at http://www.dhs.gov/files/programs/gc 1185221678150.shtm. To be completed by a business entity who has current work authorization documentation on file with a Missouri state agency including Division of Purchasing and Materials Management. Business entity, as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, is any person or group of persons performing or engaging in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood. The term "business entity" shall include but not be limited to self-employed individuals, partnerships, corporations, contractors, and subcontractors. The term "business entity" shall include any business entity that possesses a business permit, license, or tax certificate issued by the state, any business entity that is exempt by law from obtaining such a business permit, and any business entity that is operating unlawfully without such a business permit. The term "business entity" shall not include a self-employed individual with no employees or entities utilizing the services of direct sellers as defined in subdivision (17) of subsection 12 of section 288.034, RSMo. Note: Regarding governmental entities, business entity includes Missouri schools, Missouri universities (other than stated in Box C), out of state agencies, out of state schools, out of state universities, and political subdivisions. A business entity does not include Missouri state agencies and federal government entities. BOX A — CURRENTLY NOT A BUSINESS ENTITY I certify that (Company/Individual Name) DOES NOT CURRENTLY MEET the definition of a business entity, as defined in section 285.525, RSMo pertaining to section 285.530, RSMo as stated above, because: (check the applicable business status that applies below) 0 I am a self-employed individual with no employees; OR O The company that I represent employs the services of direct sellers as defined in subdivision (17) of subsection 12 of section 288.034, RSMo. I certify that I am not an alien unlawfully present in the United States and if (Company/Individual Name) is awarded a contract for the services requested herein under (Bid/SFS/Contract Number) and if the business status changes during the life of the contract to become a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, then, prior to the performance of any services as a business entity, (Company/Individual Name) agrees to complete Box B, comply with the requirements stated in Box B and provide the (insert agency name) with all documentation required in Box B of this exhibit. Authorized Representative's Name (Please Print) Authorized Representative's Signature Company Name (if applicable) Date Attachment 6 EXHIBIT , continued (Complete the following if you DO NOT have the E -Verify documentation and a current Affidavit of Work Authorization already on file with the State of Missouri. If completing Box B, do not complete Box C.) BOX B — CURRENT BUSINESS ENTITY STATU. I certify that (Business Entity Name) MEETS the definition of a business entity as defined in section 285.525, RSMo, pertaining to section 285.530. Authorized Business Entity Representative's Authorized Business Entity Name (Please Print) Representative's Signature Business Entity Name Date E -Mail Address As a business entity, the bidder/contractor must perform/provide each of the following. The bidder/contractor should check each to verify completion/submission of all of the following: O Enroll and participate in the E -Verify federal work authorization program (Website: http://www.uscis.gov/e-verify; Phone: 888-464-4218; Email: e- verify@dhs.gov) with respect to the employees hired after enrollment in the program who are proposed to work in connection with the services required herein; AND O Provide documentation affirming said company's/individual's enrollment and participation in the E - Verify federal work authorization program. Documentation shall include EITHER the E -Verify Employment Eligibility Verification page listing the bidder's/contractor's name and company ID OR a page from the E -Verify Memorandum of Understanding (MOU) listing the bidder's/contractor's name and the MOU signature page completed and signed, at minimum, by the bidder/contractor and the Department of Homeland Security — Verification Division. If the signature page of the MOU lists the bidder's/contractor's name and company ID, then no additional pages of the MOU must be submitted; AND O Submit a completed, notarized Affidavit of Work Authorization provided on the next page of this Exhibit. EXHIBIT ,continued AFFIDAVIT OF WORK AUTHORIZATION: The bidder/contractor who meets the section 285.525, RSMo, definition of a business entity must complete and return the following Affidavit of Work Authorization. Attachment 6 Comes now (Name of Business Entity Authorized Representative) as (Position/Title) first being duly sworn on my oath, affirm (Business Entity Name) is enrolled and will continue to participate in the E -Verify federal work authorization program with respect to employees hired after enrollment in the program who are proposed to work in connection with the services related to contract(s) with the State of Missouri for the duration of the contract(s), if awarded in accordance with subsection 2 of section 285.530, RSMo. I also affirm that (Business Entity Name) does not and will not knowingly employ a person who is an unauthorized alien in connection with the contracted services provided under the contract(s) for the duration of the contract(s), if awarded. In Affirmation thereof the facts stated above are true and correct. (The undersigned understands that false statements made in this filing are subject to the penalties provided under section 575.040, RSMo.) Authorized Representative's Signature Printed Name Title Date E -Mail Address E -Verify Company ID Number Subscribed and sworn to before me this (DAY) of . I am (MONTH, YEAR) commissioned as a notary public within the County of , State of (NAME OF STATE) , and my commission expires on (NAME OF COUNTY) (DATE) Signature of Notary Date EXHIBIT _,continued Attachment 6 (Complete the following if you have the E -Verify documentation and a current Affidavit of Work Authorization already on file with the State of Missouri. If completing Box C, do not complete Box B.) BOX C — AFFIDAVIT ON FILE - CURRENT BUSINESS ENTITY STATUS I certify that (Business Entity Name) MEETS the definition of a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, and have enrolled and currently participates in the E -Verify federal work authorization program with respect to the employees hired after enrollment in the program who are proposed to work in connection with the services related to contract(s) with the State of Missouri. We have previously provided documentation to a Missouri state agency or public university that affirms enrollment and participation in the E -Verify federal work authorization program. The documentation that was previously provided included the following. ✓ The E -Verify Employment Eligibility Verification page OR a page from the E -Verify Memorandum of Understanding (MOU) listing the bidder's/contractor's name and the MOU signature page completed and signed by the bidder/contractor and the Department of Homeland Security — Verification Division ✓ A current, notarized Affidavit of Work Authorization (must be completed, signed, and notarized within the past twelve months). Name of Missouri State Agency or Public University* to Which Previous E -Verify Documentation Submitted: (*Public University includes the following five schools under chapter 34, RSMo: Harris -Stowe State University — St. Louis; Missouri Southern State University — Joplin; Missouri Western State University — St. Joseph; Northwest Missouri State University — Maryville; Southeast Missouri State University — Cape Girardeau.) Date of Previous E -Verify Documentation Submission: Previous Bid/Contract Number for Which Previous E -Verify Documentation Submitted: (if known) Authorized Business Entity Representative's Authorized Business Entity Name (Please Print) Representative's Signature E -Verify MOU Company ID Number E -Mail Address Business Entity Name Date FOR STATE USE ONLY Documentation Verification Completed By: Buyer Date Domestic Products Procurement Act — RSMo 34.350 — 34.359 Certification Each contract for the purchase or lease of manufactured goods or commodities by any public agency, and each contract made by a public agency for construction, alteration, repair, or maintenance of any public works shall contain a provision that any manufactured goods or commodities used or supplied in the performance of that contract or any subcontract thereto shall be manufactured or produced in the United States. (34.353.1 RSMo) Project Name: Project Number: Contract Name: Please check one of the following and sign where indicated. All of the iron, steel, and manufactured goods used in the project are produced in the United States. A waiver is being requested from the to the domestic (owner) products provision due to the following exception: ❑ The specified products are not manufactured or produced in the United States in sufficient quantities or manufactured or produced in the United States within the necessary time frames in sufficient quantities. ❑ The cost for the specified products would increase the contract by more than 10 percent*; or ❑ Only one line of a product is manufactured or produced in the United States. Documentation of at least one of the cases above must be provided. List below the materials that cannot comply with the Domestic Product Procurement Act provisions. ❑ Additional sheets (attach if necessary) Name of Contracting Firm Signature Date Name and Title of Signer (Please type) *In accordance with the Federal Water Pollution Control Act, Section 608, all iron and steel products used in a State Revolving Fund project should be produced in the United States. This requirement does not apply where the inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. Missouri DNR CWSRF (03/31/15) 6EPA United States ENVIRONMENTAL PROTECTION AGENCY Washington, DC 20460 OMB Control No. 2030-0020 Approval expires 04/30/2021 EPA Project Control Number CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned 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 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 sub -awards at all tiers (including sub -contracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification 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. Code. 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. Typed Name & Title of Authorized Representative Signature and Date of Authorized Representative The public reporting and recordkeeping burden for this collection of information is estimated to average 15 minutes per response. Send comments on the Agency's need for this information, the accuracy of the provided burden estimates, and any suggested methods for minimizing respondent burden, including through the use of automated collection techniques to the Director, Collection Strategies Division, U.S. Environmental Protection Agency (2822T), 1200 Pennsylvania Ave., NW, Washington, D.C. 20460. Include the OMB control number in any correspondence. Do not send the completed form to this address. EPA Form 6600-06 (Rev. 06/2014) Previous editions are obsolete. Approved by OMB 0348-0046 Disclosure of Lobbying Activities Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure) 1. Type of Federal Action: a. contract b. grant 2. Status of Federal a. bid/offer/application b. initial Action: award 3. Report Type: a. initial filing b. material change c. cooperative agreement d. loan e. loan guarantee f. loan insurance c. post -award For material change only: Year quarter Date of last report 4. Name and Address of Reporting Entity: Prime Subawardee Known: 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District, if known: Tier , if Congressional District, if known: 6. Federal Department/Agency: 7. Federal Program CFDA Number, Name/Description: if applicable: 8. Federal Action Number, if known: 9. Award Amount, if known: $ 10. a. Name and Address of Lobbying Registrant (if individual, last name, first name, MI): b. Individuals Performing Services (including address if different from No. IOa) (last name, first name, MI): 11. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: Print Name: Title: Date: Telephone No.: Federal Use Only Authorized for Local Reproduction Standard Form - LLL (Rev. 7-97) INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitations for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Included prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI). 11. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503 UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D.C. 20460 MAR 2 0 2014 MEMORANDUM OFFICE OF WAfER SUBJECT: Implementation of American Iron and Steel provisions of P.L. 113-76, Consolidated Appropriations Act, 2014 FROM: f ( Andrew D. Sawyers, Director C. \) Office of Wastewater Management (4201 Peter C. Grevatt, Director Office of Ground Water and rinking Water (4601M) TO: Water Management Division Directors Regions I- X P.L. 113-76, Consolidated Appropriations Act, 2014 (Act), includes an "American Iron and Steel (AIS)" requirement in section 436 that requires Clean Water State Revolving Loan Fund (CWSRF) and Drinking Water State Revolving Loan Fund (DWSRF) assistance recipients to use iron and steel products that are produced in the United States for projects for the construction, alteration, maintenance, or repair of a public water system or treatment works if the project is funded through an assistance agreement executed beginning January 17, 2014 (enactment of the Act), through the end • of Federal Fiscal Year 2014. Section 436 also sets forth certain circumstances under which EPA may waive the AIS requirement. Furthermore, the Act specifically exempts projects where engineering plans and specifications were approved by a State agency prior to January 17,2014. The approach described below explains how EPA will implement the AIS requirement. The first section is in the form of questions and answers that address the types of projects that must comply with the AIS requirement, the types of products covered by the AIS requirement, and compliance. The second section is a step-by-step process for requesting waivers and the circumstances under which waivers may be granted. Internet Address (URL) • http.//Wwwepa.gov Recycled/Recyclable -Printed with Vegetalie Oil Based I nks on 100% Postconsumer. Process Chbrine Free Recycled Paper Implementation The Act states: Sec. 436. (a)(1) None of the funds made available by a State water pollution control revolving fund as authorized by title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et seq.) or made available by a drinking water treatment revolving loan fund as authorized by section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j-12) shall be used for a project for the construction, alteration, maintenance, or repair of a public water system or treatment works unless all of the iron and steel products used in the project are produced in the United States. (2) In this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. (b) Subsection (a) shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency (in this section referred to as the "Administrator") finds that — (1) applying subsection (a) would be inconsistent with the public interest; (2) iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. (c) If the Administrator receives a request for a waiver under this section, the Administrator shall make available to the public on an informal basis a copy of the request and information available to the Administrator concerning the request, and shall allow for informal public input on the request for at least 15 days prior to making a finding based on the request. The Administrator shall make the request and accompanying information available by electronic means, including on the official public Internet Web site of the Environmental Protection Agency. (d) This section shall be applied in a manner consistent with United States obligations under international agreements. (e) The Administrator may retain up to 0.25 percent of the funds appropriated in this Act for the Clean and Drinking Water State Revolving Funds for carrying out 2 the provisions described in subsection (a)(1) for management and oversight of the requirements of this section. (f) This section does not apply with respect to a project if a State agency approves the engineering plans and specifications for the project, in that agency's capacity to approve such plans and specifications prior to a project requesting bids, prior to the date of the enactment of this Act. The following questions and answers provide guidance for implementing and complying with the AIS requirements: Project Coverage 1) What classes of projects are covered by the AIS requirement? All treatment works projects funded by a CWSRF assistance agreement, and all public water system projects funded by a DWSRF assistance agreement, from the date of enactment through the end of Federal Fiscal Year 2014, are covered. The AIS requirements apply to the entirety of the project, no matter when construction begins or ends. Additionally, the AIS requirements apply to all parts of the project, no matter the source of funding. 2) Does the AIS requirement apply to nonpoint source projects or national estuary projects? No. Congress did not include an AIS requirement for nonpoint source and national estuary projects unless the project can also be classified as a `treatment works' as defined by section 212 of the Clean Water Act. 3) Are any projects for the construction, alteration, maintenance, or repair of a public water system or treatment works excluded from the AIS requirement? Any project, whether a treatment works project or a public water system project, for which engineering plans and specifications were approved by the responsible state agency prior to January 17, 2014, is excluded from the AIS requirements. 4) What if the project does not have approved engineering plans and specifications but has signed an assistance agreement with a CWSRF or DWSRF program prior to January 17, 2014? The AIS requirements do not apply to any project for which an assistance agreement was signed prior to January 17, 2014. 3 5) What if the project does not have approved engineering plans and specifications, but bids were advertised prior to January 17, 2014 and an assistance agreement was signed after January 17, 2014? If the project does not require approved engineering plans and specifications, the bid advertisement date will count in lieu of the approval date for purposes of the exemption in section 436(f). 6) What if the assistance agreement that was signed prior to January 17, 2014, only funded a part of the overall project, where the remainder of the project will be funded later with another SRF loan? If the original assistance agreement funded any construction of the project, the date of the original assistance agreement counts for purposes of the exemption. If the original assistance agreement was only for planning and design, the date of that assistance agreement will count for purposes of the exemption only if there is a written commitment or expectation on the part of the assistance recipient to fund the remainder of the project with SRF funds. 7) What if the assistance agreement that was signed prior to January 17, 2014, funded the first phase of a multi -phase project, where the remaining phases will be funded by SRF assistance in the future? In such a case, the phases of the project will be considered a single project if all construction necessary to complete the building or work, regardless of the number of contracts or assistance agreements involved, are closely related in purpose, time and place. However, there are many situations in which major construction activities are clearly undertaken in phases that are distinct in purpose, time, or place. In the case of distinct phases, projects with engineering plans and specifications approval or assistance agreements signed prior to January 17, 2014 would be excluded from AIS requirements while those approved/signed on January 17, 2014, or later would be covered by the AIS requirements. 8) What if a project has split funding from a non-SRF source? Many States intend to fund projects with "split" funding, from the SRF program and from State or other programs. Based on the Act language in section 436, which requires that American iron and steel products be used in any project for the construction, alteration, maintenance, or repair of a public water system or treatment works receiving SRF funding between and including January 17, 2014 and September 30, 2014, any project that is funded in whole or in part with such funds must comply with the AIS requirement. A "project" consists of all construction necessary to complete the building or work regardless of the number of contracts or assistance agreements involved so long as all contracts and assistance agreements awarded are closely related in purpose, time and place. This precludes the intentional splitting of SRF projects into separate and smaller contracts or assistance agreements to avoid AIS coverage on some portion of a larger 4 project, particularly where the activities are integrally and proximately related to the whole. However, there are many situations in which major construction activities are clearly undertaken in separate phases that are distinct in purpose, time, or place, in which case, separate contracts or assistance agreement for SRF and State or other funding would carry separate requirements. 9) What about refinancing? If a project began construction, financed from a non-SRF source, prior to January 17, 2014, but is refinanced through an SRF assistance agreement executed on or after January 17, 2014 and prior to October 1, 2014, AIS requirements will apply to all construction that occurs on or after January 17, 2014, through completion of construction, unless, as is likely, engineering plans and specifications were approved by a responsible state agency prior to January 17, 2014. There is no retroactive application of the AIS requirements where a refinancing occurs for a project that has completed construction prior to January 17, 2014. 10) Do the AIS requirements apply to any other EPA programs, besides the SRF program, such as the Tribal Set -aside grants or grants to the Territories and DC? No, the AIS requirement only applies to funds made available by a State water pollution control revolving fund as authorized by title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et seq.) or made available by a drinking water treatment revolving loan fund as authorized by section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j-12) Covered Iron and Steel Products 11) What is an iron or steel product? For purposes of the CWSRF and DWSRF projects that must comply with the AIS requirement, an iron or steel product is one of the following made primarily of iron or steel that is permanently incorporated into the public water system or treatment works: Lined or unlined pipes or fittings; Manhole Covers; Municipal Castings (defined in more detail below); Hydrants; Tanks; Flanges; Pipe clamps and restraints; Valves; Structural steel (defined in more detail below); Reinforced precast concrete; and Construction materials (defined in more detail below). 5 12) What does the term `primarily iron or steel' mean? `Primarily iron or steel' places constraints on the list of products above. For one of the listed products to be considered subject to the AIS requirements, it must be made of greater than 50% iron or steel, measured by cost. The cost should be based on the material costs. 13) Can you provide an example of how to perform a cost determination? For example, the iron portion of a fire hydrant would likely be the bonnet, body and shoe, and the cost then would include the pouring and casting to create those components. The other material costs would include non -iron and steel internal workings of the fire hydrant (i.e., stem, coupling, valve, seals, etc). However, the assembly of the internal workings into the hydrant body would not be included in this cost calculation. If one of the listed products is not made primarily of iron or steel, United States (US) provenance is not required. An exception to this definition is reinforced precast concrete, which is addressed in a later question. 14) If a product is composed of more than 50% iron or steel, but is not listed in the above list of items, must the item be produced in the US? Alternatively, must the iron or steel in such a product be produced in the US? The answer to both question is no. Only items on the above list must be produced in the US. Additionally, the iron or steel in a non -listed item can be sourced from outside the US. 15) What is the definition of steel? Steel means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. Metallic elements such as chromium, nickel, molybdenum, manganese, and silicon may be added during the melting of steel for the purpose of enhancing properties such as corrosion resistance, hardness, or strength. The definition of steel covers carbon steel, alloy steel, stainless steel, tool steel and other specialty steels. 16) What does `produced in the United States' mean? Production in the United States of the iron or steel products used in the project requires that all manufacturing processes, including application of coatings, must take place in the United States, with the exception of metallurgical processes involving refinement of steel additives. All manufacturing processes includes processes such as melting, refining, forming, rolling, drawing, finishing, fabricating and coating. Further, if a domestic iron and steel product is taken out of the US for any part of the manufacturing process, it becomes foreign source material. However, raw materials such as iron ore, limestone and iron and steel scrap are not covered by the AIS requirement, and the 6 material(s), if any, being applied as a coating are similarly not covered. Non -iron or steel components of an iron and steel product may come from non -US sources. For example, for products such as valves and hydrants, the individual non -iron and steel components do not have to be of domestic origin. 17) Are the raw materials used in the production of iron or steel required to come from US sources? No. Raw materials, such as iron ore, limestone, scrap iron, and scrap steel, can come from non -US sources. 18) If an above listed item is primarily made of iron or steel, but is only at the construction site temporarily, must such an item be produced in the US? No. Only the above listed products made primarily of iron or steel, permanently incorporated into the project must be produced in the US. For example trench boxes, scaffolding or equipment, which are removed from the project site upon completion of the project, are not required to be made of U.S. Iron or Steel. 19) What is the definition of `municipal castings'? Municipal castings are cast iron or steel infrastructure products that are melted and cast. They typically provide access, protection, or housing for components incorporated into utility owned drinking water, storm water, wastewater, and surface infrastructure. They are typically made of grey or ductile iron, or steel. Examples of municipal castings are: Access Hatches; Ballast Screen; Benches (Iron or Steel); Bollards; Cast Bases; Cast Iron Hinged Hatches, Square and Rectangular; Cast Iron Riser Rings; Catch Basin Inlet; Cleanout/Monument Boxes; Construction Covers and Frames; Curb and Corner Guards; Curb Openings; Detectable Warning Plates; Downspout Shoes (Boot, Inlet); Drainage Grates, Frames and Curb Inlets; Inlets; Junction Boxes; Lampposts; Manhole Covers, Rings and Frames, Risers; 7 Meter Boxes; Service Boxes; Steel Hinged Hatches, Square and Rectangular; Steel Riser Rings; Trash receptacles; Tree Grates; Tree Guards; Trench Grates; and Valve Boxes, Covers and Risers. 20) What is `structural steel'? Structural steel is rolled flanged shapes, having at least one dimension of their cross-section three inches or greater, which are used in the construction of bridges, buildings, ships, railroad rolling stock, and for numerous other constructional purposes. Such shapes are designated as wide -flange shapes, standard I -beams, channels, angles, tees and zees. Other shapes include H -piles, sheet piling, tie plates, cross ties, and those for other special purposes. 21) What is a `construction material' for purposes of the AIS requirement? Construction materials are those articles, materials, or supplies made primarily of iron and steel, that are permanently incorporated into the project, not including mechanical and/or electrical components, equipment and systems. Some of these products may overlap with what is also considered "structural steel". This includes, but is not limited to, the following products: wire rod, bar, angles, concrete reinforcing bar, wire, wire cloth, wire rope and cables, tubing, framing, joists, trusses, fasteners (i.e., nuts and bolts), welding rods, decking, grating, railings, stairs, access ramps, fire escapes, ladders, wall panels, dome structures, roofing, ductwork, surface drains, cable hanging systems, manhole steps, fencing and fence tubing, guardrails, doors, and stationary screens. 22) What is not considered a `construction material' for purposes of the AIS requirement? Mechanical and electrical components, equipment and systems are not considered construction materials. Mechanical equipment is typically that which has motorized parts and/or is powered by a motor. Electrical equipment is typically any machine powered by electricity and includes components that are part of the electrical distribution system. The following examples (including their appurtenances necessary for their intended use and operation) are NOT considered construction materials: pumps, motors, gear reducers, drives (including variable frequency drives (VFDs)), electric/pneumatic/manual accessories used to operate valves (such as electric valve actuators), mixers, gates, motorized screens (such as traveling screens), blowers/aeration equipment, compressors, meters, sensors, controls and switches, supervisory control and 8 data acquisition (SCADA), membrane bioreactor systems, membrane filtration systems, filters, clarifiers and clarifier mechanisms, rakes, grinders, disinfection systems, presses (including belt presses), conveyors, cranes, HVAC (excluding ductwork), water heaters, heat exchangers, generators, cabinetry and housings (such as electrical boxes/enclosures), lighting fixtures, electrical conduit, emergency life systems, metal office furniture, shelving, laboratory equipment, analytical instrumentation, and dewatering equipment. 23) If the iron or steel is produced in the US, may other steps in the manufacturing process take place outside of the US, such as assembly? No. Production in the US of the iron or steel used in a listed product requires that all manufacturing processes must take place in the United States, except metallurgical processes involving refinement of steel additives. 24) What processes must occur in the US to be compliant with the AIS requirement for reinforced precast concrete? While reinforced precast concrete may not be at least 50% iron or steel, in this particular case, the reinforcing bar and wire must be produced in the US and meet the same standards as for any other iron or steel product. Additionally, the casting of the concrete product must take place in the US. The cement and other raw materials used in concrete production are not required to be of domestic origin. If the reinforced concrete is cast at the construction site, the reinforcing bar and wire are considered to be a construction material and must be produced in the US. Compliance 25) How should an assistance recipient document compliance with the AIS requirement? In order to ensure compliance with the AIS requirement, specific AIS contract language must be included in each contract, starting with the assistance agreement, all the way down to the purchase agreements. Sample language for assistance agreements and contracts can be found in Appendix 3 and 4. EPA recommends the use of a step certification process, similar to one used by the Federal Highway Administration. The step certification process is a method to ensure that producers adhere to the AIS requirement and assistance recipients can verify that products comply with the AIS requirement. The process also establishes accountability and better enables States to take enforcement actions against violators. Step certification creates a paper trail which documents the location of the manufacturing process involved with the production of steel and iron materials. A step certification is a process under which each handler (supplier, fabricator, manufacturer, 9 processor, etc) of the iron and steel products certifies that their step in the process was domestically performed. Each time a step in the manufacturing process takes place, the manufacturer delivers its work along with a certification of its origin. A certification can be quite simple. Typically, it includes the name of the manufacturer, the location of the manufacturing facility where the product or process took place (not its headquarters), a description of the product or item being delivered, and a signature by a manufacturer's responsible party. Attached, as Appendix 5, are sample certifications. These certifications should be collected and maintained by assistance recipients. Alternatively, the final manufacturer that delivers the iron or steel product to the worksite, vendor, or contractor, may provide a certification asserting that all manufacturing processes occurred in the US. While this type of certification may be acceptable, it may not provide the same degree of assurance. Additional documentation may be needed if the certification is lacking important information. Step certification is the best practice. 26) How should a State ensure assistance recipients are complying with the AIS requirement? In order to ensure compliance with the AIS requirement, States SRF programs must include specific AIS contract language in the assistance agreement. Sample language for assistance agreements can be found in Appendix 3. States should also, as a best practice, conduct site visits of projects during construction and review documentation demonstrating proof of compliance which the assistance recipient has gathered. 27) What happens if a State or EPA finds a non -compliant iron and/or steel product permanently incorporated in the project? If a potentially non -compliant product is identified, the State should notify the assistance recipient of the apparent unauthorized use of the non -domestic component, including a proposed corrective action, and should be given the opportunity to reply. If unauthorized use is confirmed, the State can take one or more of the following actions: request a waiver where appropriate; require the removal of the non -domestic item; or withhold payment for all or part of the project. Only EPA can issue waivers to authorize the use of a non -domestic item. EPA may use remedies available to it under the Clean Water Act, the Safe Drinking Water Act, and 40 CFR part 31 grant regulations, in the event of a violation of a grant term and condition. It is recommended that the State work collaboratively with EPA to determine the appropriate corrective action, especially in cases where the State is the one who identifies the item in noncompliance or there is a disagreement with the assistance recipient. If fraud, waste, abuse, or any violation of the law is suspected, the Office of Inspector General (OIG) should be contacted immediately. The OIG can be reached at 1- 10 888-546-8740 or OIG_Hotline@epa.gov. More information can be found at this website: http://www.epa.gov/oig/hotline.htm. 28) How do international trade agreements affect the implementation of the AIS requirements? The AIS provision applies in a manner consistent with United States obligations under international agreements. Typically, these obligations only apply to direct procurement by the entities that are signatories to such agreements. In general, SRF assistance recipients are not signatories to such agreements, so these agreements have no impact on this AIS provision. In the few instances where such an agreement applies to a municipality, that municipality is under the obligation to determine its applicability and requirements and document the actions taken to comply for the State. Waiver Process The statute permits EPA to issue waivers for a case or category of cases where EPA finds (1) that applying these requirements would be inconsistent with the public interest; (2) iron and steel products are not produced in the US in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron and steel products produced in the US will increase the cost of the overall project by more than 25 percent. In order to implement the AIS requirements, EPA has developed an approach to allow for effective and efficient implementation of the waiver process to allow projects to proceed in a timely manner. The framework described below will allow States, on behalf of the assistance recipients, to apply for waivers of the AIS requirement directly to EPA Headquarters. Only waiver requests received from states will be considered. Pursuant to the Act, EPA has the responsibility to make findings as to the issuance of waivers to the AIS requirements. Definitions The following terms are critical to the interpretation and implementation of the AIS requirements and apply to the process described in this memorandum: Reasonably Available Quantity: The quantity of iron or steel products is available or will be available at the time needed and place needed, and in the proper form or specification as specified in the project plans and design. Satisfactory Quality: The quality of iron or steel products, as specified in the project plans and designs. Assistance Recipient: A borrower or grantee that receives funding from a State CWSRF or DWSRF program. 11 Step -By -Step Waiver Process Application by Assistance Recipient Each local entity that receives SRF water infrastructure financial assistance is required by section 436 of the Act to use American made iron and steel products in the construction of its project. However, the recipient may request a waiver. Until a waiver is granted by EPA, the AIS requirement stands, except as noted above with respect to municipalities covered by international agreements. The waiver process begins with the SRF assistance recipient. In order to fulfill the AIS requirement, the assistance recipient must in good faith design the project (where applicable) and solicit bids for construction with American made iron and steel products. It is essential that the assistance recipient include the AIS terms in any request for proposals or solicitations for bids, and in all contracts (see Appendix 3 for sample construction contract language). The assistance recipient may receive a waiver at any point before, during, or after the bid process, if one or more of three conditions is met: 1. Applying the American Iron and Steel requirements of the Act would be inconsistent with the public interest; 2. Iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or 3. Inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. Proper and sufficient documentation must be provided by the assistance recipient. A checklist detailing the types of information required for a waiver to be processed is attached as Appendix 1. Additionally, it is strongly encouraged that assistance recipients hold pre -bid conferences with potential bidders. A pre -bid conference can help to identify iron and steel products needed to complete the project as described in the plans and specifications that may not be available from domestic sources. It may also identify the need to seek a waiver prior to bid, and can help inform the recipient on compliance options. In order to apply for a project waiver, the assistance recipient should email the request in the form of a Word document (.doc) to the State SRF program. It is strongly recommended that the State designate a single person for all AIS communications. The State SRF designee will review the application for the waiver and determine whether the necessary information has been included. Once the waiver application is complete, the State designee will forward the application to either of two email addresses. For CWSRF waiver requests, please send the application to: cwsrfwaiver@epa.gov. For DWSRF waiver requests, please send the application to: dwsrfwaiver@epa.gov. 12 Evaluation by EPA After receiving an application for waiver of the AIS requirements, EPA Headquarters will publish the request on its website for 15 days and receive informal comment. EPA Headquarters will then use the checklist in Appendix 2 to determine whether the application properly and adequately documents and justifies the statutory basis cited for the waiver — that it is quantitatively and qualitatively sufficient — and to determine whether or not to grant the waiver. In the event that EPA finds that adequate documentation and justification has been submitted, the Administrator may grant a waiver to the assistance recipient. EPA will notify the State designee that a waiver request has been approved or denied as soon as such a decision has been made. Granting such a waiver is a three -step process: 1. Posting — After receiving an application for a waiver, EPA is required to publish the application and all material submitted with the application on EPA's website for 15 days. During that period, the public will have the opportunity to review the request and provide informal comment to EPA. The website can be found at: https://water.epa.gov/grants funding/aisrequirement.cfm 2. Evaluation — After receiving an application for waiver of the AIS requirements, EPA Headquarters will use the checklist in Appendix 2 to determine whether the application properly and adequately documents and justifies the statutory basis cited for the waiver — that it is quantitatively and qualitatively sufficient — and to determine whether or not to grant the waiver. 3. Signature of waiver approval by the Administrator or another agency official with delegated authority — As soon as the waiver is signed and dated, EPA will notify the State SRF program, and post the signed waiver on our website. The assistance recipient should keep a copy of the signed waiver in its project files. Public Interest Waivers EPA has the authority to issue public interest waivers. Evaluation of a public interest waiver request may be more complicated than that of other waiver requests so they may take more time than other waiver requests for a decision to be made. An example of a public interest waiver that might be issued could be for a community that has standardized on a particular type or manufacturer of a valve because of its performance to meet their specifications. Switching to an alternative valve may require staff to be trained on the new equipment and additional spare parts would need to be purchased and stocked, existing valves may need to be unnecessarily replaced, and portions of the system may need to be redesigned. Therefore, requiring the community to install an alternative valve would be inconsistent with public interest. EPA also has the authority to issue a public interest waiver that covers categories of products that might apply to all projects. 13 EPA reserves the right to issue national waivers that may apply to particular classes of assistance recipients, particular classes of projects, or particular categories of iron or steel products. EPA may develop national or (US geographic) regional categorical waivers through the identification of similar circumstances in the detailed justifications presented to EPA in a waiver request or requests. EPA may issue a national waiver based on policy decisions regarding the public's interest or a determination that a particular item is not produced domestically in reasonably available quantities or of a sufficient quality. In such cases, EPA may determine it is necessary to issue a national waiver. If you have any questions concerning the contents of this memorandum, you may contact us, or have your staff contact Jordan Dorfman, Attorney -Advisor, State Revolving Fund Branch, Municipal Support Division, at dorfman.jordan@epa.gov or (202) 564-0614 or Kiri Anderer, Environmental Engineer, Infrastructure Branch, Drinking Water Protection Division, at anderer.kirsten@epa.gov or (202) 564-3134. Attachments 14 Appendix 1: Information Checklist for Waiver Request The purpose of this checklist is to help ensure that all appropriate and necessary information is submitted to EPA. EPA recommends that States review this checklist carefully and provide all appropriate information to EPA. This checklist is for informational purposes only and does not need to be included as part of a waiver application. Items ✓ Notes General • Waiver request includes the following information: — Description of the foreign and domestic construction materials — Unit of measure — Quantity — Price — Time of delivery or availability — Location of the construction project — Name and address of the proposed supplier — A detailed justification for the use of foreign construction materials • Waiver request was submitted according to the instructions in the memorandum • Assistance recipient made a good faith effort to solicit bids for domestic iron and steel products, as demonstrated by language in requests for proposals, contracts, and communications with the prime contractor Cost Waiver Requests • Waiver request includes the following information: — Comparison of overall cost of project with domestic iron and steel products to overall cost of project with foreign iron and steel products — Relevant excerpts from the bid documents used by the contractors to complete the comparison — Supporting documentation indicating that the contractor made a reasonable survey of the market, such as a description of the process for identifying suppliers and a list of contacted suppliers Availability Waiver Requests • Waiver request includes the following supporting documentation necessary to demonstrate the availability, quantity, and/or quality of the materials for which the waiver is requested: — Supplier information or pricing information from a reasonable number of domestic suppliers indicating availability/delivery date for construction materials — Documentation of the assistance recipient's efforts to find available domestic sources, such as a description of the process for identifying suppliers and a list of contacted suppliers. — Proj ect schedule — Relevant excerpts from project plans, specifications, and permits indicating the required quantity and quality of construction materials • Waiver request includes a statement from the prime contractor and/or supplier confirming the non -availability of the domestic construction materials for which the waiver is sought • Has the State received other waiver requests for the materials described in this waiver request, for comparable projects? Appendix 2: HQ Review Checklist for Waiver Request Instructions: To be completed by EPA. Review all waiver requests using the questions in the checklist, and mark the appropriate box as Yes, No or N/A. Marks that fall inside the shaded boxes may be grounds for denying the waiver. If none of your review markings fall into a shaded box, the waiver is eligible for approval if it indicates that one or more of the following conditions applies to the domestic product for which the waiver is sought: 1. The iron and/or steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality. 2. The inclusion of iron and/or steel products produced in the United States will increase the cost of the overall project by more than 25 percent. Review Items Yes No N/A Comments Cost Waiver Requests • Does the waiver request include the following information? — Comparison of overall cost of project with domestic iron and steel products to overall cost of project with foreign iron and steel products — Relevant excerpts from the bid documents used by the contractors to complete the comparison — A sufficient number of bid documents or pricing information from domestic sources to constitute a reasonable survey of the market • Does the Total Domestic Project exceed the Total Foreign Project Cost by more than 25%? no Availability Waiver Requests • Does the waiver request include supporting documentation sufficient to show the availability, quantity, and/or quality of the iron and/or steel product for which the waiver is requested? — Supplier information or other documentation indicating availability/delivery date for materials — Project schedule — Relevant excerpts from project plans, specifications, and permits indicating the required quantity and quality of materials • Does supporting documentation provide sufficient evidence that the contractors made a reasonable effort to locate domestic suppliers of materials, such as a description of the process for identifying suppliers and a list of contacted suppliers? • Based on the materials delivery/availability date indicated in the supporting documentation, will the materials be unavailable when they are needed according to the project schedule? (By item, list schedule date and domestic delivery quote date or other relevant information) • Is EPA aware of any other evidence indicating the non -availability of the materials for which the waiver is requested? Examples include: — Multiple waiver requests for the materials described in this waiver request, for comparable projects in the same State — Multiple waiver requests for the materials described in this waiver request, for comparable projects in other States — Correspondence with construction trade associations indicating the non -availability of the materials • Are the available domestic materials indicated in the bid documents of inadequate quality compared those required by the project plans, specifications, and/or permits? 16 Appendix 3: Example Loan Agreement Language ALL ASSISTANCE AGREEMENT MUST HAVE A CLAUSE REQUIRING COMPLIANCE WITH THE AIS REQUIREMENT. THIS IS AN EXAMPLE OF WHAT COULD BE INCLUDED IN SRF ASSISTANCE AGREEMENTS. EPA MAKES NO CLAIMS REGARDING THE LEGALITY OF THIS CLAUSE WITH RESPECT TO STATE LAW: Comply with all federal requirements applicable to the Loan (including those imposed by the 2014 Appropriations Act and related SRF Policy Guidelines) which the Participant understands includes, among other, requirements that all of the iron and steel products used in the Project are to be produced in the United States ("American Iron and Steel Requirement") unless (i) the Participant has requested and obtained a waiver from the Agency pertaining to the Project or (ii) the Finance Authority has otherwise advised the Participant in writing that the American Iron and Steel Requirement is not applicable to the Project. Comply with all record keeping and reporting requirements under the Clean Water Act/Safe Drinking Water Act, including any reports required by a Federal agency or the Finance Authority such as performance indicators of program deliverables, information on costs and project progress. The Participant understands that (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean Water Act/Safe Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds and/or other remedial actions. Appendix 4: Sample Construction Contract Language ALL CONTRACTS MUST HAVE A CLAUSE REQUIRING COMPLIANCE WITH THE AIS REQUIREMENT. THIS IS AN EXAMPLE OF WHAT COULD BE INCLUDED IN ALL CONTRACTS IN PROJECTS THAT USE SRF FUNDS. EPA MAKES NO CLAIMS REGARDING THE LEGALITY OF THIS CLAUSE WITH RESPECT TO STATE OR LOCAL LAW: The Contractor acknowledges to and for the benefit of the City of ("Purchaser") and the (the "State") that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund and/or Drinking Water State Revolving Fund that have statutory requirements commonly known as "American Iron and Steel;" that requires all of the iron and steel products used in the project to be produced in the United States ("American Iron and Steel Requirement") including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Purchaser or the State. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or State to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Purchaser or State resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the State or any damages owed to the State by the Purchaser). While the Contractor has no direct contractual privity with the State, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the State is a third -party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State. 18 Appendix 5: Sample Certifications The following information is provided as a sample letter of step certification for AIS compliance. Documentation must be provided on company letterhead. Date Company Name Company Address City, State Zip Subject: American Iron and Steel Step Certification for Project (X)X0XXXXX0X() I, (company representative), certify that the (melting, bending, coating, galvanizing, cutting, etc.) process for (manufacturing or fabricating) the following products and/or materials shipped or provided for the subject project is in full compliance with the American Iron and Steel requirement as mandated in EPA's State Revolving Fund Programs. Item, Products and/or Materials: 1. Xxxx 2. Xxxx 3. Xxxx Such process took place at the following location: If any of the above compliance statements change while providing material to this project we will immediately notify the prime contractor and the engineer. Signed by company representative 19 The following information is provided as a sample letter of certification for AIS compliance. Documentation must be provided on company letterhead. Date Company Name Company Address City, State Zip Subject: American Iron and Steel Certification for Project (XXXX)X0X(XX) I, (company representative), certify that the following products and/or materials shipped/provided to the subject project are in full compliance with the American Iron and Steel requirement as mandated in EPA's State Revolving Fund Programs. Item, Products and/or Materials: 1. Xxxx 2. Xxxx 3. Xxxx Such process took place at the following location: If any of the above compliance statements change while providing material to this project we will immediately notify the prime contractor and the engineer. Signed by company representative 20 4� PRO UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D.C. 20460 OFFICE OF WATER DECISION MEMORANDUM SUBJECT: De Minimis Waiver of Section 436 of P.L. 113-76, Consolidated Appropriations Act (CAA), 2014 FROM: Nancy K. Stoner Acting Assistant Administrator The EPA is hereby granting a nationwide waiver pursuant to the "American Iron and Steel (AIS)" requirements of P.L. 113-76, Consolidated Appropriations Act, 2014 (Act), section 436 under the authority of Section 436(b)(1) (public interest waiver) for de minimis incidental components of eligible water infrastructure projects. This action permits the use of products when they occur in de minimis incidental components of such projects funded by the Act that may otherwise be prohibited under section 436(a). Funds used for such de minimis incidental components cumulatively may comprise no more than a total of 5 percent of the total cost of the materials used in and incorporated into a project; the cost of an individual item may not exceed 1 percent of the total cost of the materials used in and incorporated into a project. P.L. 113-76, Consolidated Appropriations Act, 2014 (Act), includes an "American Iron and Steel" (AIS) requirement in section 436 that requires Clean Water State Revolving Loan Fund (CWSRF) and Drinking Water State Revolving Loan Fund (DWSRF) assistance recipients to use specific domestic iron and steel products that are produced in the United States if the project is funded through an assistance agreement executed beginning January 17, 2014 (enactment of the Act), through the end of Fiscal Year 2014, unless the agency determines it necessary to waive this requirement based on findings set forth in Section 436(b). The Act states, "[the requirements] shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency... finds that— (1) applying subsection (a) would be inconsistent with the public interest" 436(b)(1). In implementing section 436 of the Act, the EPA must ensure that the section's requirements are applied consistent with congressional intent in adopting this section and in the broader context of the purposes, objectives, and other provisions applicable to projects funded under the SRF. Water infrastructure projects typically contain a relatively small number of high -cost components incorporated into the project. In bid solicitations for a project, these high -cost components are generally described in detail via project specific technical specifications. For these major components, utility owners and their contractors are generally familiar with the conditions of availability, the potential alternatives for each detailed specification, the approximate cost, and the country of manufacture of the available components. Internet Address (URA) • http://www.epa.gov Recycled/Recyclable • Printed with Vegetable Oil Based Inks on 100% Postconsumer. Process Chlorine Free Recycled Paper Every water infrastructure project also involves the use of thousands of miscellaneous, generally low-cost components that are essential for, but incidental to, the construction and are incorporated into the physical structure of the project. For many of these incidental components, the country of manufacture and the availability of alternatives is not always readily or reasonably identifiable prior to procurement in the normal course of business; for other incidental components, the country of manufacture may be known but the miscellaneous character in conjunction with the low cost, individually and (in total) as typically procured in bulk, mark them as properly incidental. Examples of incidental components could include small washers, screws, fasteners (i.e., nuts and bolts), miscellaneous wire, corner bead, ancillary tube, etc. Examples of items that are clearly not incidental include significant process fittings (i.e., tees, elbows, flanges, and brackets), distribution system fittings and valves, force main valves, pipes for sewer collection and/or water distribution, treatment and storage tanks, large structural support structures, etc. The EPA undertook multiple inquiries to identify the approximate scope of de minimis incidental components within water infrastructure projects during the implementation of the American Reinvestment and Recovery Act (ARRA) and its requirements (Buy American provisions, specifically). The inquiries and research conducted in 2009 applies suitably for the case today. In 2009, the EPA consulted informally with many major associations representing equipment manufacturers and suppliers, construction contractors, consulting engineers, and water and wastewater utilities, and performed targeted interviews with several well -established water infrastructure contractors and firms who work in a variety of project sizes, and regional and demographic settings to ask the following questions: • What percentage of total project costs were consumables or incidental costs? • What percentage of materials costs were consumables or incidental costs? • Did these percentages vary by type of project (drinking water vs. wastewater treatment plant vs. pipe)? The responses were consistent across the variety of settings and project types, and indicated that the percentage of total costs for drinking water or wastewater infrastructure projects represented by these incidental components is generally not in excess of 5 percent of the total cost of the materials used in and incorporated into a project. In drafting this waiver, the EPA has considered the de minimis proportion of project costs generally represented by each individual type of these incidental components within the many types of such components comprising those percentages, the fact that these types of incidental components are obtained by contractors in many different ways from many different sources, and the disproportionate cost and delay that would be imposed on projects if the EPA did not issue this waiver. Assistance recipients who wish to use this waiver should in consultation with their contractors determine the items to be covered by this waiver and must retain relevant documentation (i.e., invoices) as to those items in their project files. If you have any questions concerning the contents of this memorandum, please contact Timothy Connor, Chemical Engineer, Municipal Support Division, at connor.timothy@epa.gov or (202) 566-1059 or Kirsten Anderer, Environmental Engineer, Drinking Water Protection Division, at anderer.kirsten@epa.gov or (202) 564-3134. Issued on: Approved by: APR 15 2014 Nancy K. Ston�r Acting Assista t Administrator UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D C 20460 FEB 18 2C3 DECISION MEMORANDUM OFFICE OF WATER SUBJECT: National Product Waiver for Pig Iron and Direct Reduced Iron for State Revolving Fund Projects /W/) i,144,4 FROM: enneth J. Kopocis Deputy Assistant Administrator The U.S. Environmental Protection Agency is hereby granting a national product waiver pursuant to the "American Iron and Steel" provisions of the Clean Water Act and Public Law 113-235, the "Consolidated and Further Continuing Appropriations Act, 2015," for certain intermediate goods used in the manufacture of iron and steel products.' This waiver permits the use of pig iron and direct reduced iron manufactured outside of the United States in domestic manufacturing processes for iron and steel products used in projects funded by a Clean Water or Drinking Water State Revolving Fund that may otherwise be prohibited absent this waiver. The waiver is retroactive and thus also applies to the use of non -domestic pig iron and direct reduced iron before the signature date. Background: Pig iron and direct reduced iron are intermediate products of iron and steel manufacturing used as material feed sources in iron and steel foundries and steel mills. Pig iron is a product of iron ore smelting in a blast furnace. It is made from molten iron, which has been cast in the shape of "pigs" as it comes from the blast furnace. Direct reduced iron ore is produced from iron ore, pellets or fines, which are reduced in a solid state using natural gas. Hot briquetted iron, or HBI, is a compacted form of direct reduced iron with enhanced physical characteristics for shipment and storage. Coverage: This waiver permits the use of iron and steel products that were manufactured using non -domestic pig iron and direct reduced iron in projects that receive funds from either the CWSRF or DWSRF. Any project that received or will receive funds from the CWSRF or DWSRF beginning with the enactment of P.L. 113-76, the "Consolidated Appropriations Act, 2014," may use this waiver for iron and steel that use these intermediate goods. Rationale: The AIS provisions require CWSRF and DWSRF assistance recipients to use specific domestic iron and steel products that are produced in the United States if the project is funded 'Absent a waiver, all treatment works and drinking water facilities that are constructed, in whole or in part. with funds from the CWSRF or the DWSRF, must use American made iron and steel. EPA is allowed under certain circumstances to provide waivers of this requirement. Internet Address (URL) • httpllwww epa gov Recycled/Recyclable • Printed with Vegetable Oil Based inks on 10B% Postconsumer Process Chlorine Free Recycled Paper through an SRF assistance agreement unless the Agency determines that it is necessary to waive this requirement. EPA has authority to issue waivers in accordance with Section 608(c)(2) of the Clean Water Act and the AIS provisions extended by P.L. 113-235, the "Consolidated and Further Continuing Appropriations Act, 2015," under the authority of Section 424(b)(2). The provision states in part: "[the requirements] shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency... finds that — iron and steel products are not produced in the United States in sufficient and reasonably available quantities and ofa satisfactory quality." Product manufacturers and suppliers informed EPA of concerns about the sufficient availability of domestically produced pig iron and direct reduced iron. The iron and steel products produced at steel mills and foundries that use non -domestic intermediate goods are not compliant with the AIS requirements. AIS compliant products used at water and wastewater projects could be in extremely short supply should a waiver of the intermediate goods not be available. EPA conducted extensive market research on the supply of pig iron and direct reduced iron and found that domestic supplies of these goods sold on the open market are generally not available. There are three major types of facilities that manufacture iron and steel finished products: basic oxygen furnace steel mills (BOF), electric arc furnace steel mills (EAF) and foundries. BOF steel mills undertake both iron making and steel making, as molten iron from the blast furnace is the required feedstock for BOF steel production. EAF steel mills and foundries, on the other hand, use iron and steel scrap as their principal feedstock, which must be supplemented with the use of pig iron and/or direct reduced iron in their manufacturing processes to achieve required steel qualities. EPA market research has shown that BOF steel mills are able to produce adequate amounts of pig iron to meet their own demands, but these mills use the bulk of this production for their own processes and do not sell pig iron on the open market in sufficient quantities. At this time, there is only one producer of direct reduced iron operating in the U.S. and the company uses the output internally for EAF steel production. Therefore, EAF steel mills and foundries must import pig iron and direct reduced iron to meet their iron needs. At least 60 percent of the nation's steel production comes from the EAF steel mills that use non - domestic pig iron and direct reduced iron in their manufacturing processes. Consequently, the majority of steel used in water and wastewater projects would not be compliant with the AIS requirements absent this waiver. Similarly, most, if not all, of the iron foundries in the United States use non -domestic pig iron and direct reduced iron to produce cast and ductile iron products used by water and wastewater projects. Therefore, the majority of iron used in water and wastewater projects would not be compliant with the AIS requirements absent this waiver. Hence, EPA is hereby providing a nationwide waiver pursuant to AIS requirements to cover the non -domestic intermediate iron goods used in the manufacture of iron and/or steel components and products for water and wastewater projects. Public Comments: EPA requested comments on the draft national waiver and a majority of the comments received were supportive ofa national waiver. The commenters in support of the waiver agreed with the Agency's conclusion that pig iron and direct reduced iron are not 2 produced in the United States in sufficient and reasonably available quantities to meet the needs of many domestic foundries and steel mills. These commenters believe that the waiver will ensure that pig iron and direct reduced iron are treated similarly to raw material inputs in iron and steel manufacturing and by doing so the EPA will preserve the viability of the AIS requirement. These commenters also state that the waiver would treat pig iron and direct reduced iron in a manner consistent with the implementation of other similar federal laws such as the Federal Highway Administration's Buy America requirement. The FHWA issued a similar nationwide waiver of the Buy America requirements in 1995 for pig iron and processed, pelletized and reduced iron ore. A few commenters challenged the Agency's issuance of a nationwide waiver of the AIS requirements for pig iron and direct reduced iron. These commenters disagreed with the Agency's interpretation of the AIS requirements and stated that raw materials used in iron and steel production must also be produced in the United States. In addition, the commenters questioned whether the Agency could exempt iron and steel products that are composed of non - domestic materials. The statutory language lists the categories of products that are considered "iron and steel products." The statutory requirements include provisions that allow the EPA to issue waivers under defined conditions, including the case where iron and steel products are not produced in the United States in sufficient and reasonably available quantities. The Agency's market research, supported by comments from manufacturers, has shown that pig iron and direct reduced iron are not produced in the United States in sufficient and reasonably available quantities. Therefore the Agency is -authorized to issue a waiver for iron and steel products composed of non -domestic pig iron and direct reduced iron. Legal Authority: Legal authority for the AIS requirements for CWSRF projects is included under Sec. 608(c)(2) of the Clean Water Act and previously under P.L. 113-76, the "Consolidated Appropriations Act, 2014," under the authority of Section 436(b)(2). Legal authority for the AIS requirements for DWSRF projects is included under P.L. 113-235, the "Consolidated and Further Continuing Appropriations Act, 2015," under the authority of Section 424(b)(2) and also previously under P.L. 113-76. This waiver will continue in force for DWSRF projects under any continuing resolutions or statutes that use similar language as in Section 424 of the "Consolidated and Further Continuing Appropriations Act, 2015." If you have questions concerning the contents of this memorandum, please contact Timothy Connor, Chemical Engineer, Municipal Support Division, at connor.tirnothy@epa.gov or (202) 566-1059 or Kiri Anderer, Environmental Engineer, Drinking Water Protection Division, at anderer.kirsten@epa.gov or (202) 564-3134. 3 UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D . 20460 OCT 2 7 2015 DECISION MEMORANDUM OFFICE OF WATER SUBJECT: National Product Waiver for Minor Components within Iron and Steel Products (with Cost Ceiling) for State Revolving Fund Projects FROM: Kenneth J. Kopocis Deputy Assistant Administrator The U.S. Environmental Protection Agency is hereby granting a national product waiver pursuant to the "American Iron and Steel" provisions of the Clean Water Act and Public Law 113-235, the "Consolidated and Further Continuing Appropriations Act, 2015," (hereinafter referred to as "the Acts") for minor components within a product under an established cost ceiling) The waiver will permit projects funded by the Clean Water State Revolving Fund or Drinking Water State Revolving Fund to use non -domestically produced miscellaneous minor components within an otherwise domestically produced iron and steel product for up to 5 percent of the total material cost of the product. These products could be prohibited absent this waiver. This waiver is retroactive, and so also applies to products purchased before the signature date of this waiver. Coverage: The items covered by this waiver include miscellaneous minor components within iron and steel products as defined in the AIS provisions of the Acts. The specific minor components in covered iron and steel products will vary by product and manufacturer. Pursuant to this waiver, non -domestically produced miscellaneous minor components comprising up to 5 percent of the total material cost of an otherwise domestically produced iron and steel product may be used. This waiver does not exempt the whole product from the AIS requirements, and the primary iron or steel components of the product must be produced domestically. Unless subject to a separate waiver, all other iron and steel components in these products must still meet the AIS requirements. Valves and hydrants are also subject to the cost ceiling requirements described here. This waiver supersedes the EPA's previous guidance issued on May 30, 2014, (Question 1) related to minor components in valves and hydrants. The coverage of this waiver is different from that of the existing national de minimis waiver. While the national de minimis waiver covers entire products (when those products are generally of low cost and incidental to the construction of the project), this waiver covers minor components within an iron and steel product. In addition, the national de minimis waiver is intended for assistance recipients to use for their projects, while this minor components waiver is intended to allow manufacturers to certify that their products comply with the AIS requirements. Absent a waiver. all treatment works and drinking water facilities that are constructed, in whole or in part, with funds from the CWSRF or the ❑WSRF• must use American made iron and steel. The EPA is allowed under certain circumstances to provide waivers of this requirement. Internet Address (URL) • http Ilwww epa.gov Recycled/Recyclable • Primed with Vegetable Oil Based inks on 100% Postconsumer, Process Chlorine Free Recycled Paper Rationale: The AIS provisions require recipients of CWSRF and DWSRF assistance to use specific domestically -produced iron and steel products in their project, unless the Agency determines it is necessary to waive this requirement. The EPA has authority to issue waivers in accordance with Section 608(c)(1) of the Clean Water Act and the AIS provisions extended by P.L. 1 13-235, the "Consolidated and Further Continuing Appropriations Act, 2015," under the authority of Section 424(b)(1). The provisions state in part: "[the requirements] shaftnot apply in any case or category of cases in which the Administrator of the Environmental Protection Agency...finds that...applying subsection (a) would be inconsistent with the public interest." Many product manufacturers and suppliers identified significant compliance challenges absent this waiver. Water and wastewater utilities are generally unable to obtain a range of AIS compliant iron and steel products (such as valves, hydrants and pipe restraints) that contain 100 percent domestic components. The manufacturers stated that the origin of a significant proportion of very small minor components cannot be reliably tracked or even discerned. They provided examples of product lines that would need duplicative inventories of extremely [ow -cost miscellaneous minor components in order to supply AIS compliant products. Manufacturers also raised concerns related to challenges of inventory tracking, inventory control and excessive costs associated with duplicative inventory needed to supply utilities with essential domestic products. The EPA concludes that requiring manufacturers and suppliers to overcome the challenges identified above would be inconsistent with the public's interest. In order to balance the reliability, availability and maximum supply of domestically produced iron and steel products, it is acceptable for a manufacturer to incorporate a relatively small proportion of miscellaneous minor components of non -domestic or unknown origin within an otherwise domestically manufactured product. Legal Authority: Legal authority for the AIS requirements for CWSRF projects is included under Sec. 608(c)(1) of the Clean Water Act and previously under P.L. 113-76, "Consolidated Appropriations Act, 2014," under the authority of Section 436(6)(1). Legal authority for the AIS requirements for DWSRF projects is included under F.L. 113-235, the "Consolidated and Further Continuing Appropriations Act, 2015", under the authority of Section 424(b)(1) and also previously under P.L. 113-76. This waiver will continue in force for DWSRF projects under any continuing resolutions or statutes that use similar language as Section 424 of the "Consolidated and Further Continuing Appropriations Act, 2015." If you have any questions concerning the contents of this memorandum, please contact Timothy Connor, Chemical Engineer, Municipal Support Division, at connor.timothy@epa.gov or (202) 566-1059 or Kiri Anderer, Environmental Engineer, Drinking Water Protection Division, at anderer.kirsten@epa.gov or (202) 564-3134. American Iron and Steel Certification The Contractor acknowledges to and for the benefit of and the State of Missouri that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund and/or Drinking Water State Revolving Fund that have statutory requirements (see attached) commonly known as "American Iron and Steel;" that requires all of the iron and steel products used in the project to be produced in the United States ("American Iron and Steel Requirement") including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Purchaser or the State. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or State to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Purchaser or State resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the State or any damages owed to the State by the Purchaser). While the Contractor has no direct contractual privity with the State, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the State is a third -party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State. Name of Contracting Firm Signature Date Name and Title of Signer (Please type) Davis Bacon Act Requirements Pursuant to the Federal Appropriations Act, all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to the Appropriations Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. Additional guidance can be located at DOL's web site at https://www.wdol.gov/index.aspx 1. The Davis -Bacon (DB) prevailing wage requirements apply to the construction, alteration, and repair activity of infrastructure, including all construction, alteration and repair activity involving waste water or drinking water treatment plants is subject to DB. Prime contractors and subcontractors must follow the wage determination incorporated into the prime contract. 2. Contract and Subcontract provisions. (a) Minimum wages. (1) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3) ), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(2) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (2) Any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The EPA award official shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (ii) The classification is utilized in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (3) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the funding recipient(s) agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the funding recipient (s) to the MDNR. The MDNR will transmit the report, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the MDNR or will notify the MDNR within the 30 -day period that additional time is necessary. (4) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the and the funding recipient(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the funding recipient shall refer the questions, including the views of all interested parties and the recommendation of the MDNR, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (5) The wage rate (including fringe benefits where appropriate) shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (6) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (7) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis - Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (b) Withholding. (1) The funding recipient(s), shall upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (c) Payrolls and basic records. (1) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (2) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the funding recipient, that is, the entity that receives the grant or loan from the MDNR. As to each payroll copy received, the funding recipient shall provide written confirmation in a form satisfactory to the MDNR indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the funding recipient (s) for transmission to the MDNR or EPA if requested by EPA, the MDNR, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the funding recipient (s). (3) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (i) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (4) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (c)(3) of this section. (5) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (6) The contractor or subcontractor shall make the records required under paragraph (c)(1) of this section available for inspection, copying, or transcription by authorized representatives of the MDNR, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (d) Apprentices and trainees. (1) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (2) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (e) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (h) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (i) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (j) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and funding recipient(s), MDNR, EPA, the U.S. Department of Labor, or the employees or their representatives. (k) Certification of eligibility. (1) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 3. Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The following clauses shall be inserted in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The funding recipient, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the MDNR and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. 4. Compliance Verification (a) The funding recipient shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. (b) The funding recipient must conduct interviews with a representative group of covered employees within two weeks of each contractor or subcontractor's submission of its initial weekly payroll data and two weeks prior to the estimated completion date for the contract or subcontract. Funding recipients must conduct more frequent interviews if the initial interviews or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. Funding recipients shall immediately conduct necessary interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence. (c) The funding recipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The funding recipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, the funding recipient must spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Funding recipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB . In addition, during the examinations the funding recipient shall verify evidence of fringe benefit plans and payments there under by contractors and subcontractors who claim credit for fringe benefit contributions. (d) The funding recipient shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. (e) Funding recipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at http://www.dol.gov/esa/contacts/whd/america2.htm. CW/DW SRF P&S E Recipient Notice Davis -Bacon Act Requirements Funding Recipient Requirements If the funding recipient encounters a unique situation at a site that presents uncertainties regarding Davis Bacon (DB) applicability, the funding recipient must discuss the situation with the MDNR before authorizing work on that site. The funding recipients shall obtain the wage determination for the locality in which a covered activity subject to DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. The funding recipients may obtain wage determinations from the U.S. Department of Labor's web site, www.wdol.gov. While the solicitation remains open, the funding recipient shall monitor www.wdol.gov. on a weekly basis to ensure that the wage determination contained in the solicitation remains current. The funding recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the funding recipients may request a finding from the MDNR that there is not a reasonable time to notify interested contractors of the modification of the wage determination. The MDNR will provide a report of its findings to the funding recipient. If the funding recipient does not award the contract within 90 days of the closure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the MDNR, at the request of the funding recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The funding recipient shall monitor www.wdol.gov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicitation remain current. If the funding recipient carries out an activity subject to DB by issuing a task order, work assignment or similar instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation, the funding recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering instrument. Funding recipients shall review all subcontracts subject to DB entered into by prime contractors to verify that the prime contractor has required its subcontractors to include the applicable wage determinations. As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a funding recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the funding recipient has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. If this occurs, the funding recipient shall either terminate the contract or CW/DW SRF P&S E Recipient Notice ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract or ordering instrument by change order. The funding recipient's contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage determination. The funding recipient(s) shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in § 5.1, the following clauses: 1) The funding recipient shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The funding recipient must use Standard Form 1445 or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. 2) The funding recipient shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, the funding recipient must conduct interviews with a representative group of covered employees within two weeks of each contractor or subcontractor's submission of its initial weekly payroll data and two weeks prior to the estimated completion date for the contract or subcontract. The funding recipients must conduct more frequent interviews if the initial interviews or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. The funding recipients shall immediately conduct necessary interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence. 3) The funding recipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The funding recipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, the funding recipient must spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. The funding recipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB . In addition, during the examinations the funding recipient shall verify evidence of fringe CW/DW SRF P&S E Recipient Notice benefit plans and payments there under by contractors and subcontractors who claim credit for fringe benefit contributions. The funding recipient shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the funding recipient, that is, the entity that receives the grant or loan from the MDNR. As to each payroll copy received, the funding recipient shall provide written confirmation in a form satisfactory to the MDNR indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The funding recipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at https://www.dol.gov/esa/contacts/whd/america2.htm. CW/DW SRF P&S E Recipient Notice Statement of Compliance (To be submitted with contractor's weekly payroll if not using form WH-347 or LS -57) I hereby certify the following: 1) The payroll for the payroll period contains the information required to be provided under 29 CFR 5.5 (a)(3)(ii) and 8 CSR 30-3.010(6), and that the appropriate information is being maintained under 29 CFR 5.5 (a)(3)(i) and Section 290.290 RSMo, and that such information is correct and complete; 2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3.5 and Section 290.315 RSMo; 3) That each laborer or mechanic has been paid not less than the applicable state or federal wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable state or federal wage determination incorporated into the contract. 4) The willful falsification of any of the above statements may subject the contractor or subcontractor to civil or criminal prosecution. See section 1001 of Title 18 and section 231 of Title 31 of the United States Code. Signature of Contractor or Subcontractor Date EXECUTIVE OFFICE OF THE PRESIDENT OFFICE OF MANAGEMENT AND BUDGET WASHINGTON, D.C. 20503 April 18, 2022 M-22-11 MEMORANDUM FOR HEADS OF EXECUTIVE DEPARTMENTS AND AGENCIES FROM: Shalanda D. Young Director oag, SUBJECT: Initial Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure On November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act ("IIJA"), Pub. L. No. 117-58, which includes the Build America, Buy America Act ("the Act"). Pub. L. No. 117-58, §§ 70901-52. The Act strengthens Made in America Laws 1 and will bolster America's industrial base, protect national security, and support high -paying jobs. The Act requires that no later than May 14, 2022-180 days after the enactment of the IIJA—the head of each covered Federal agency2 shall ensure that "none of the funds made available for a Federal financial assistance program for infrastructure, including each deficient program, may be obligated for a project unless all of the iron, steel, manufactured products, and construction materials used in the project are produced in the United States."3 The Act affirms, consistent with Executive Order 14005, Ensuring the Future Is Made in All of America by All of America's Workers ("the Executive Order"), this Administration's priority to "use terms and conditions of Federal financial assistance awards to maximize the use of goods, products, and materials produced in, and services offered in, the United States."4 The Act provides statutory authorities for the Made in America Office ("MIAO") in the Office of Management and Budget ("OMB") to maximize and enforce compliance with Made in "Made in America Laws" means all statutes, regulations, rules, and Executive Orders relating to Federal financial assistance awards or Federal procurement, including those that refer to "Buy America" or "Buy American," that require, or provide a preference for, the purchase or acquisition of goods, products, or materials produced in the United States, including iron, steel, and manufactured products offered in the United States. Made in America Laws include laws requiring domestic preference for maritime transport, including the Merchant Marine Act of 1920 (Pub. L. No. 66-261), also known as the Jones Act. Exec. Order No. 14,005, 86 Fed. Reg. 7475, § 2(b) (Jan. 28, 2021), available at haps://www.federalregister.gov/documents/2021 /01 /28/2021-02038/ensuring-the-future-is-made-in-all-of-america-by-all-of-americas-workers. Made in America Laws also include laws that give preference to Indian -owned and -controlled businesses, such as the Buy Indian Act (25 U.S.C. 47), that produce items in the United States. 2 For the purposes of this guidance, the terms "Federal agency" and "agency" mean any authority of the United States that is an "agency" (as defined in section 3502 of title 44, United States Code), other than an independent regulatory agency (as defined in that section). IIJA, § 70912(3). ' IIJA, § 70914(a). Exec. Order No. 14,005 (see footnote 1). America Laws.' MIA() aims to increase reliance on domestic supply chains and reduce the need for waivers through a strategic process aimed at: achieving consistency across agencies; gathering data to support decision -making to make U.S. supply chains more resilient; bringing increased transparency to waivers in order to send clear demand signals to domestic producers; and concentrating efforts on changes that will have the greatest impact.6 This memorandum provides implementation guidance to Federal agencies on the application of: (1) a "Buy America" preference? to Federal financial assistance programs for infrastructure; and (2) a transparent process to waive such a preference, when necessary. A Federal financial assistance program for infrastructure is any program under which an award may be issued for an infrastructure project, regardless of whether infrastructure is the primary purpose of the award. The term "project" means any activity related to the construction, alteration, maintenance, or repair of infrastructure in the United States.8 Agencies should determine how this guidance is best applied to their infrastructure programs and processes, and consult with OMB, as needed, on establishing criteria, processes, and procedures for applying a Buy America preference and issuing waivers. OMB may update or provide additional guidance, as appropriate, to further assist agencies in the implementation of a Buy America preference. I. Application of a Buy America Preference By May 14, 2022, agencies must ensure that all applicable programs comply with section 70914 of the Act, including by the incorporation of a Buy America preference in the terms and conditions of each award with an infrastructure project.9 The Act requires the following Buy America preference: (1) All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) All manufactured products used in the project are produced in the United States. This means the manufactured product was manufactured in the United States, and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation. 5 IIJA, § 70923(a) & (b)(1). 6 OMB Memorandum M-21-26, Increasing Opportunities for Domestic Sourcing and Reducing the Need for Waivers from Made in America Laws available at: https://www.whitehouse.gov/wp-content/uploads/2020/11/M-21-06.pdf For the purposes of this guidance, a "Buy America" preference is a domestic content procurement preference as defined in IIJA, § 70912(2). 8 IiJA, § 70912 (5) & (7). 9 See Appendix I: Example of Award Term - Required Use of American Iron, Steel, Manufactured Products, and Construction Materials. 2 (3) All construction materials are manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States.1°' 11 II. Applicability to Federal Financial Assistance Programs This guidance applies to all Federal financial assistance as defined in section 200.1 of title 2, Code of Federal Regulations12—whether or not funded through IIJA—where funds are appropriated or otherwise made available and used for a project for infrastructure. Federal financial assistance means assistance that non -Federal entities receive or administer in the form of grants, cooperative agreements, non -cash contributions or donations of property, direct assistance, loans, loan guarantees, and other types of financial assistance. The term "non -Federal entity" includes States, local governments, territories, Indian tribes, Institutions of Higher Education (IHE), and nonprofit organizations.13 For purposes of this guidance, for-profit organizations are not considered non -Federal entities. However, this guidance does not alter independent statutory authorities that agencies may have to include domestic content requirements in awards of Federal financial assistance issued to for-profit organizations. Federal agencies are encouraged to consult with OMB if they are uncertain about the applicability of this guidance to any particular infrastructure program. Before applying a Buy America preference to a covered program that will affect Tribal communities, Federal agencies should follow the consultation policies established through Executive Order 13175, Consultation and Coordination with Indian Tribal Governments, and consistent with policies set forth in the Presidential Memorandum of January 26, 2021, on Tribal Consultation and Strengthening Nation -Nation Relationships. Federal agencies should commence consultation promptly. This guidance does not apply to "expenditures for assistance authorized under section 402, 403, 404, 406, 408, or 502 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5170a, 5170b, 16 5170c, 5172, 5174, or 5192) relating to a major disaster or emergency declared by the President under section 401 or 501, respectively, of such Act (42 U.S.C. 5170, 5191) or pre and post disaster or emergency response expenditures."14 "[P]re and post disaster or emergency response expenditures" consist of expenditures for financial assistance that are (1) authorized by statutes other than the Stafford Act, 42 U.S.C. §§ 5121 et seq., and (2) made in anticipation of or response to an event or events that qualify as an "emergency" or "major disaster" within the meaning of the Stafford Act, id. § 5122(1), (2). Awards made to support the construction or improvement of infrastructure to mitigate the damage that may be caused by a non -imminent future emergency or disaster, such as awards IIJA, § 70912 (2) & (6)(B)(ii). 11 See Section VIII. of this guidance for more information on construction materials. 12 IIJA § 70912(4)(A) 13 See 2 C.F.R. § 200.1. 14 ILIA § 70912(4)(B) 3 made under FEMA's Flood Mitigation Assistance program,15 do not qualify as "pre and post disaster or emergency response expenditures." Subawards should conform to the terms and conditions of the Federal award from which they flow.16 The IIJA's definition of "infrastructure" encompasses public infrastructure projects. Thus, the term "infrastructure" includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property.17 Agencies should treat structures, facilities, and equipment that generate, transport, and distribute energy - including electric vehicle (EV) charging - as infrastructure. When determining if a program has infrastructure expenditures, Federal agencies should interpret the term "infrastructure" broadly and consider the definition provided above as illustrative and not exhaustive. When determining if a particular construction project of a type not listed in the definition above constitutes "infrastructure," agencies should consider whether the project will serve a public function, including whether the project is publicly owned and operated, privately operated on behalf of the public, or is a place of public accommodation, as opposed to a project that is privately owned and not open to the public. Projects with the former qualities have greater indicia of infrastructure, while projects with the latter quality have fewer. Projects consisting solely of the purchase, construction, or improvement of a private home for personal use, for example, would not constitute an infrastructure project. Federal agencies are strongly encouraged to consult with OMB when making such determinations. Agencies should consult with MIAO regarding their readiness to apply the requirements of the Act to covered programs. Agencies with questions regarding the application of a Buy America preference to agency -specific programs, including questions about the possible use of waivers during adjustment periods as agencies work to implement the Act, are advised to reach out to MIAO for technical assistance and advice. III. Consistency with International Agreements Pursuant to section 70914(e) of the Act, this guidance must be applied in a manner consistent with the obligations of the United States under international agreements. IV. Avoid Unnecessary Disruption The Act makes clear that its preferences apply to a Federal financial assistance program for infrastructure only to the extent that a domestic content procurement preference as described 15 See 42 U.S.C. § 4104c. 6 2 CFR 200.101 (b) (2) 17 IIJA, § 70912(5). 4 in section 70914 of the Act does not already apply to iron, steel, manufactured products, and construction materials.18 Agencies should consider whether existing domestic content requirements meet the standards in the Act, as described in this memorandum. Agencies must make necessary changes to come into compliance with the Act's requirements, while preserving policies and provisions that already meet or exceed the standards required by the Act. For example, a program in which the standards for iron and steel already meet the standards in the Act may nevertheless be required to adopt new standards for manufactured products and construction materials. Maintaining current policies where appropriate avoids unnecessary disruption to programs, or elements of programs, that already meet or exceed Build America, Buy America requirements. V. Effective Date for Awards Agencies must ensure that, starting on May 14, 2022, all Federal financial assistance programs for infrastructure comply with the requirements of section 70914 of the Act. Therefore, new awards made on or after May 14, 2022, must take appropriate steps to ensure financial assistance awards comply with these requirements, which may include appropriate terms and conditions19 incorporating a Buy America preference. Renewal awards and amendments obligating additional funds to existing awards that are executed on or after May 14, 2022, must also include a Buy America preference. This means that agencies must include a Buy America preference in awards issued on or after May 14, 2022, even if Notices of Funding Opportunities for those awards did not include a Buy America preference. In these cases, agencies may consider whether public interest waivers may be needed to avoid undue increases in the time and cost of a project. Similarly, public interest waivers may be needed for awards and amendments made on or after May 14, 2022, where budgets for purchase of covered materials have already been agreed upon (including if materials have been ordered and construction has begun). Consistent with the guidance provided below, agencies should issue waivers judiciously and clearly communicate to recipients the limitations and conditions of any such waivers. VI. Articles, Materials, and Supplies for Infrastructure A Buy America preference, as defined in section I of this guidance, only applies to the iron and steel, manufactured products, and construction materials used for the infrastructure project under an award. If an agency has determined that no funds from a particular award under a covered program will be used for infrastructure, a Buy America preference does not apply to that award. Similarly, for a covered program, a Buy America preference does not apply to non - infrastructure spending under an award that also includes a covered project. A Buy America preference applies to an entire infrastructure project, even if it is funded by both Federal and non -Federal funds under one or more awards. A Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply 18 ILIA, § 70917(a) &(b). 19 See Appendix I: Example of Award Term - Required Use of American Iron, Steel, Manufactured Products, and Construction Materials for exemplary language. 5 to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project, but are not an integral part of or permanently affixed to the structure. For the purposes of this guidance, an article, material, or supply should only be classified into one of the following categories: (1) iron or steel; (2) a manufactured product; or (3) a construction material. For ease of administration, an article, material, or supply should not be considered to fall into multiple categories. Agencies should apply the iron and steel test to items that are predominantly iron or steel, unless another standard applies under law or regulation. Any waivers from these requirements must be in writing and meet the requirements of section 70914(b). VII. Issuing Buy America Waivers Pursuant to Section 70914(c) of the Act, the head of a Federal agency may waive the application of a Buy America preference under an infrastructure program in any case in which the head of the Federal agency finds that — (1) applying the domestic content procurement preference would be inconsistent with the public interest (a "public interest waiver"); (2) types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality (a "nonavailability waiver"); or (3) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent (an "unreasonable cost waiver"). Federal agencies are responsible for processing and approving all waivers, including waivers requested by recipients and on behalf of subrecipients. To the greatest extent practicable, waivers should be targeted to specific products and projects.20 Before issuing a waiver, the head of the Federal agency must make publicly available on the agency's website a detailed written explanation for the proposed determination to issue the waiver and provide at least 15 days for public comment on the proposed waiver.21 General applicability waivers are subject to a minimum 30 -day public comment period.22 By April 29, 2022, agencies should provide the website address where they will be posting proposed waivers for public comment to MBX.OMB.MadeInAmerica@omb.eop.gov. Pursuant to sections 70914(c) and 70937 of the Act, the waiver must be cross -posted to a centralized waiver transparency website managed by GSA, BuyAmerican.gov,23 no later than November 15, 2022. 20 See Section VII of this guidance for information on waiver principles and criteria. 21 Executive Order, § 4(b)(i)(2); IIJA, § 70914(c); IIJA, § 70937 (note that "Buy American" as used in this section also refers to Buy America preferences, per IBA, § 70932(1)). 22 IBA § 70914(d)(2)(A)(ii). See Section VII of this guidance for information on general applicability waivers. 23 BuyAmerican.gov redirects to MadehiAmerica.gov. 6 To minimize duplication and promote efficiency, MIAO and GSA will coordinate with agencies on the expansion of the existing website's functionality to display waivers for Federal financial assistance and provide further instructions to agencies as necessary. Federal agencies are responsible for performing due diligence and approving or rejecting waivers consistent with the Act, this guidance, and any other applicable Buy America laws. Federal agencies should notify MIAO in advance of posting an award- or project -level proposed waiver for public comment. However, Federal agencies must consult with MIAO for proposed waivers with broader applicability (such as a general applicability waiver) before posting them for public comment. The purpose of the consultation is to identify any opportunities to structure the waiver in order to maximize the use of goods, products, and materials produced in the United States to the greatest extent possible consistent with law. Federal agencies should send proposed waivers for review to MBX.OMB.MIAwaivers@omb.eop.gov. Federal agencies must submit to MIAO a proposed waiver for review after the public comment period has concluded. MIAO will review the proposed waiver to determine if it is consistent with applicable law and policy,24 and will notify the Federal agency of its determination. All waiver requests must include a detailed justification for the use of goods, products, or materials mined, produced, or manufactured outside the United States25 and a certification that there was a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with potential suppliers.26 In addition, at a minimum and to the greatest extent practicable, each proposed waiver submitted to MIAO should include the following information, as applicable: • Waiver type (nonavailability, unreasonable cost, or public interest) • Recipient name and Unique Entity Identifier (UEI) • Federal awarding agency organizational information (e.g., Common Government - wide Accounting Classification (CGAC) Agency Code) • Financial assistance listing name and number • Federal financial assistance program name • Federal Award Identification Number (FAIN) (if available) • Federal financial assistance funding amount • Total cost of infrastructure expenditures, including all Federal and non -Federal funds (to the extent known) • Infrastructure project description and location (to the extent known) • List of iron or steel item(s), manufactured products, and construction material(s) proposed to be excepted from Buy America requirements, including name, cost, country(ies) of origin (if known), and relevant PSC and NAICS code for each. • A certification that the Federal official or assistance recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with the prime contractor. 24 Executive Order, § 4(c). 25 ILIA, § 70937(c)(2)(A). 26IIJA, § 70937(c)(2)(D). 7 • A statement of waiver justification, including a description of efforts made (e.g., market research, industry outreach), by the Federal awarding agency and, and in the case of a project or award specific waiver, by the recipient, in an attempt to avoid the need for a waiver. Such a justification may cite, if applicable, the absence of any Buy America -compliant bids received in response to a solicitation. • Anticipated impact if no waiver is issued. • Any relevant comments received through the public comment period. The purpose of the information is to ensure that the agency has adequate information to perform due diligence, that MIAO has sufficient information to determine whether the proposed waiver is consistent with law and policy, and that sufficient information is available for public review. Information provided for public review should help interested manufacturers gauge the demand for products for which agencies are considering waiving a Buy America preference. To avoid a need for duplicative waiver requests from entities that receive funding for one infrastructure project through multiple Federal agencies, the Federal agency contributing the greatest amount of Federal funds for the project should be considered the "Cognizant Agency for Made in America" and should take responsibility for coordinating with the other Federal awarding agencies. Such coordination will provide uniform waiver criteria and adjudication processes, minimize duplicative efforts among Federal agencies, and reduce burdens on recipients. The Cognizant Agency for Made in America shall be responsible for consulting with the other Federal awarding agencies, publicizing the proposed joint waiver, and submitting the proposed joint waiver for review to MIAO. a. Exceptions for Unforeseen and Exigent Circumstances In limited situations where there is an urgent need in an unforeseen and exigent circumstance, agencies have the authority to waive the application of Buy America preferences without submitting the waiver for public comment and MIAO determination. 27 As an exception to the public transparency requirements of the Act, agencies should exercise that authority only when necessary. Further, to ensure MIAO can fulfill its role as a central and transparent source of Made in America waivers, an agency that issues a waiver without first seeking public comment and MIAO approval must, within 30 days of the waiver's issuance, submit a report to MIAO explaining its reliance upon the "unforeseen and exigent circumstance" exception.28 MIAO will provide further instructions to agencies on how to submit those reports. Although public posting and MIAO review may be waived in exigent circumstances, agencies remain responsible for performing due diligence appropriate to the circumstances, consistent with the principles and criteria in paragraphs VII(b) and (c) below. 27 ILIA, § 70937(b)(2). 28 This reporting process was established pursuant to Executive Order 14,005, § 4(d) and OMB Guidance on Improving the Transparency of Made in America Waivers available at: https://www.whitehouse.gov/wp-content/uploads/2021/10/Guidance-Memo-Improving-the-Transparency- of-Made-in-America-Waivers.pdf. 8 b. Waiver Principles and Criteria To ensure they are scrupulously monitoring, enforcing, and complying with applicable Buy America Laws and minimizing the use of waivers,29 agencies must apply standard criteria to determine whether to grant a waiver in a given circumstance. Agencies with existing criteria must review it for consistency with this guidance and update it as appropriate. All other agencies must establish criteria. Agencies may reject or grant waivers in whole or in part. To the greatest extent practicable, waivers should be issued at the project level and be product -specific. Overly broad waivers undermine market signals designed to boost domestic supply chains, particularly for key articles, materials and supplies in critical supply chains (i.e., critical supply chains identified in Executive Order 14017, America's Supply Chains). When necessary, agencies may consider issuing a waiver that has applicability beyond a single project; however, agencies should always issue, construe, and apply waivers to ensure the maximum utilization of goods, products, and materials produced in the United States, consistent with applicable law. Federal agencies may consult with MIAO when establishing or modifying criteria for granting waivers. They may also work within the Made in America Council, a practice that will help to foster consistency across agencies to the greatest extent practical and appropriate, given agency and program missions. Federal agencies should use the following principles before issuing a waiver of any type: • Time -limited: In certain limited circumstances, a Federal agency may determine that a waiver should be constrained principally by a length of time, rather than by the specific projects to which it applies. Waivers of this type may be appropriate, for example, when an item that is "nonavailable" is widely used in projects funded by a particular program's awards. When issuing such a waiver, the agency should identify a short, definite time frame (e.g., no more than one to two years) designed to ensure that, as domestic supply becomes available, domestic producers will have prompt access to the market created by the program. • Targeted: Waivers that are not limited to particular projects should apply only to the item(s), product(s), or material(s) or category(ies) of item(s), product(s), or material(s) necessary. Waivers that are overly broad will tend to undermine domestic preference policies. Broader waivers will receive greater scrutiny from MIAO. • Conditional: Federal agencies are encouraged to issue waivers with specific conditions that support the policies of the Act and the Executive Order. These principles and criteria should be viewed as minimum requirements for the use of waivers by Federal agencies.3° Nonavailability Waivers Before granting a nonavailability waiver, agencies should consider whether the recipient has performed thorough market research, which may be accomplished with assistance from the agency, and adequately considered, where appropriate, qualifying alternate items, products, or 29 ILIA § 70933(2). 30 See Section IV. of this guidance for agencies that have existing regulations or guidance. 9 materials. Waivers should describe the market research activities and methods to identify domestically manufactured items capable of satisfying the requirement, including the timing of the research and conclusions reached on the availability of sources. Agencies are encouraged to engage with the Made in America Council to develop resource lists for common items, goods, or materials. Unreasonable Cost Waivers An unreasonable cost waiver is available if the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent. Before granting an unreasonable -cost waiver, to the extent permitted by law, agencies should ensure the recipient has provided adequate documentation that no domestic alternatives are available within this cost parameter. Agencies may assist recipients in gathering documentation. For requests citing unreasonable cost as the statutory basis of the waiver, the waiver justification must include, as applicable, a comparison of the cost of the domestic product to the cost of the foreign product or a comparison of the overall cost of the project with domestic products to the overall cost of the project with foreign -origin products, pursuant to the requirements of the applicable Made in America law.31 Publicly available cost comparison data may be provided in lieu of proprietary pricing information.32 Unreasonable -cost waivers should be no broader than necessary. Public Interest Waivers A waiver in the public interest may be appropriate where an agency determines that other important policy goals cannot be achieved consistent with the Buy America requirements established by the Act and the proposed waiver would not meet the requirements for a nonavailability or unreasonable cost waiver. Such waivers shall be used judiciously and construed to ensure the maximum utilization of goods, products, and materials produced in the United States.33 To the extent permitted by law, determination of public interest waivers shall be made by the head of the agency with the authority over the Federal financial assistance award.34 Public interest waivers may have a variety of bases. As with other waivers, they should be project -specific whenever possible, as what is in the public interest may vary depending upon the circumstances of the project, recipient, and specific items, products, or materials in question. Federal agencies may wish to consider issuing a limited number of general applicability public interest waivers in the interest of efficiency and to ease burdens for recipients. The agency remains responsible for determining whether such a waiver is appropriate to apply to any 31 ILIA, § 70937(c)(2)(B). 32 IIJA, § 70937(c)(2)(B). 33IIJA, § 70935(a). 34 ILiA, § 70935(b). 10 given project; the Made in America Office will not review each application of such a waiver. The following are examples of types of public interest waivers an agency may consider issuing.35 • De Minimis: Ease of administration is important to reduce burden for recipients and agencies. Federal agencies may consider whether a general applicability public interest waiver should apply to infrastructure project purchases below a de minimis threshold. An agency may consider whether a public interest waiver should apply when necessary to ensure that recipients and Federal agencies make efficient use of limited resources, especially if the cost of processing the individualized waiver(s) would risk exceeding the value of the items waived. Agencies may consider adopting an agency -wide public interest waiver that sets a de minimis threshold, for example, of 5 percent of project costs up to a maximum of $1,000,000. • Small Grants: Agencies may wish to consider whether it is in the public interest to waive application of a Buy America preference to awards below the Simplified Acquisition Threshold. This type of waiver may be particularly relevant in the initial years after enactment of IIJA, and may be phased out over time as agencies develop efficient waiver review capabilities. • Minor Components: Agencies may wish to consider whether it is in the public interest to allow minor deviations for miscellaneous minor components within iron and steel products. A minor components waiver in the public interest may allow non - domestically produced miscellaneous minor components comprising no more than 5 percent of the total material cost of an otherwise domestically produced iron and steel product to be used. It would not be in the public interest to use a minor components waiver to exempt a whole product from the iron and steel requirements, or to allow the primary iron or steel components of the product to be produced other than domestically. • Adjustment Period: Agencies should consider whether brief, time limited waivers to allow recipients and agencies to transition to new rules and processes may be in the public interest. • International Trade Obligations: If a recipient is a State that has assumed procurement obligations pursuant to the Government Procurement Agreement or any other trade agreement, a waiver of a Made in America condition to ensure compliance with such obligations may be in the public interest. • Other Considerations: A waiver may be in the public interest in one circumstance, but not in another, and considerations will depend upon the nature and amount of resources available to the recipient, the value of the items, goods, or materials in question, the potential domestic job impacts, and other policy considerations, including sustainability, equity, accessibility, performance standards, and the domestic content (if any) of and conditions under which the non -qualifying good was produced. All proposed waivers citing the public interest as the statutory basis must include a detailed written statement, which shall address all appropriate factors, such as potential 3s The list is not exhaustive and no agency is required to issue the types of waivers noted as examples. As with other general applicability waivers, generally applicable public interest waivers must be reviewed at least every five years and more often as appropriate. 11 obligations under international agreements, justifying why the requested waiver is in the public interest.36 Before granting a waiver in the public interest, to the extent permitted by law, agencies shall assess whether a significant portion of any cost advantage of a foreign -sourced product is the result of the use of dumped steel, iron, or manufactured products or the use of injuriously subsidized steel, iron, or manufactured products.37 Agencies may consult with the International Trade Administration (ITA) in making this assessment if the granting agency deems such consultation to be helpful. The agency shall integrate any findings from the assessment into its waiver determination as appropriate.38 MIA() will work with ITA and agencies to develop standard processes to expedite this required assessment, such as by ensuring agencies know how to easily access lists of dumped or injuriously subsidized products. c. General Applicability Waivers The term "general applicability waiver" refers to a waiver that applies generally across multiple awards. A general applicability waiver can be "product -specific" (e.g., applies only to a product or category of products) or "non -product specific" (e.g., applies to all "manufactured products"). General applicability waivers should be issued only when necessary to advance an agency's missions and goals, consistent with IIJA, the Executive Order, and this guidance. For example, an agency might issue a general waiver for a product for which there are well - established domestic sourcing challenges. General applicability waivers will require appropriate justification from the Federal agency. Federal agencies with one or more existing general applicability waivers, including public interest waivers, must review such waivers within five years of the date on which the waiver was issued. Agencies issuing new general applicability waivers must review such waivers at least every five years from the date of issuance. Agencies are encouraged to review general applicability waivers more frequently, when appropriate. In conducting a review of any general applicability waiver, the head of a Federal agency shall— (A)publish in the Federal Register a notice that— (i) describes the justification for a general applicability waiver; and (ii) requests public comments for a period of not less than 30 days on the continued need for a general applicability waiver; and (B) publish in the Federal Register a determination on whether to continue or discontinue the general applicability waiver, considering the comments received in response to the notice published under paragraph (A).39 36 ILIA, § 70937(c)(2)(C). Executive Order, § 5. 38 Executive Order, § 5. 39 ILIA, § 70914(d)(1) & (2). 12 For a period of five years beginning on the date of enactment of the Act, paragraphs (A) and (B) above shall not apply to any product -specific general applicability waiver that was issued more than 180 days before November 15, 2021.4° By no later than November 15, 2022, agencies with existing, non -product specific general applicability waivers that were issued more than five years before November 15, 2021 should promptly commence review of each such waiver by publishing a Federal Register notice as required in section 70914(d)(2)(A) of the IIJA. Should the review justify retaining the waiver, agencies should consider narrowing the waiver in a manner that would support supply chain resilience and boost incentives to manufacture key products domestically, as appropriate. To ensure prompt commencement of projects funded by IIJA, MIAO plans to work with agencies to expedite consideration of general applicability waivers for products or categories of products for which domestic sourcing challenges have been well documented. Agencies should align such waivers with complementary policies, such as work to boost supply chain resiliency and domestic employment. General applicability waivers should include appropriate expiration dates designed to ensure that, once available, Buy America qualifying products receive appropriate consideration. VIII. Preliminary Guidance for Construction Materials For construction materials, the Act requires that, not later than 180 days after November 15, 2021, OMB must issue standards that define the term "all manufacturing processes" in the case of construction materials. These standards must require that each manufacturing process required for the manufacture of the construction material and the inputs of the construction material occurs in the United States. They must also reflect efforts to maximize the direct and indirect jobs benefited or created in the production of the construction materia1.41 Although the deadline to issue such guidance has not yet passed, OMB is providing preliminary and non -binding guidance to assist agencies in determining which materials are construction materials so that agencies can begin applying Buy America requirements to those materials. This preliminary guidance addresses the requirements as set forth in section 70915(b) of the IIJA while providing sufficient time for OMB to receive additional stakeholder input. The IIJA finds that "construction materials" includes an article, material, or supply — other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives42— that is or consists primarily of: • non-ferrous metals; • plastic and polymer -based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); • glass (including optic glass); 40IIJA, § 70914(d)(3). 4' IIJA, § 70915(b). 42 ILIA, § 70917(c)(1). 13 • lumber; or • drywall.43 To provide clarity to item, product, and material manufacturers and processers, we note that items that consist of two or more of the listed materials that have been combined together through a manufacturing process, and items that include at least one of the listed materials combined with a material that is not listed through a manufacturing process, should be treated as manufactured products, rather than as construction materials. For example, a plastic framed sliding window should be treated as a manufactured product while plate glass should be treated as a construction material. Pending OMB's issuance of final standards on construction materials, and absent any existing applicable standard in law or regulation that meets or exceeds these preliminary standards, agencies should consider "all manufacturing processes" for construction materials to include at least the final manufacturing process and the immediately preceding manufacturing stage for the construction material. OMB is seeking additional stakeholder input before issuing further guidance identifying initial manufacturing processes for construction materials that should be considered as part of "all manufacturing processes." Agencies should consult with MIAO, as needed, to ensure that any waiver issued for construction materials is explicitly targeted and time -limited, in order to send a clear market signal that additional standards for "all manufacturing processes" in the case of construction materials will be forthcoming. 43 See IIJA, § 70911(5). 14 Appendix I: Example of Award Term - Required Use of American Iron, Steel, Manufactured Products, and Construction Materials Where applicable, the Federal agency must include appropriate terms and conditions in all awards, in accordance with applicable legal requirements and its established procedures, in order to effectuate the requirements of the Act and this guidance. The following is sample language. To achieve the greatest possible consistency across agencies and programs, agencies should send their proposed terms and conditions to MIA() for review prior to incorporating them into applicable awards. Agencies should begin including appropriate language in NOFOs published before May 14, 2022 to provide applicants fair notice of the Buy America conditions that will apply to funds obligated on or after that date. ** ** ** Recipients of an award of Federal financial assistance from a program for infrastructure are hereby notified that none of the funds provided under this award may be used for a project for infrastructure unless: (1) all iron and steel used in the project are produced in the United States --this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; (2) all manufactured products used in the project are produced in the United States —this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and (3) all construction materials44 are manufactured in the United States —this means that all manufacturing processes for the construction material occurred in the United States. The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project, but are not an integral part of the structure or permanently affixed to the infrastructure project. 44 Excludes cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. 15 Waivers When necessary, recipients may apply for, and the agency may grant, a waiver from these requirements. The agency should notify the recipient for information on the process for requesting a waiver from these requirements. (a) When the Federal agency has made a determination that one of the following exceptions applies, the awarding official may waive the application of the domestic content procurement preference in any case in which the agency determines that: (1) applying the domestic content procurement preference would be inconsistent with the public interest; (2) the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or (3) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent. A request to waive the application of the domestic content procurement preference must be in writing. The agency will provide instructions on the format, contents, and supporting materials required for any waiver request. Waiver requests are subject to public comment periods of no less than 15 days and must be reviewed by the Made in America Office. There may be instances where an award qualifies, in whole or in part, for an existing waiver described at [link to awarding agency web site with information on currently applicable general applicability waivers]. Definitions45 "Construction materials" includes an article, material, or supply —other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives46—that is or consists primarily of: • non-ferrous metals; • plastic and polymer -based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); • glass (including optic glass); • lumber; or • drywall. 45 Federal agencies may choose to provide definitions on a public -facing website and reference that website in the terms and conditions, rather than including all definitions in the terms and conditions itself. If an agency chooses to do provide definitions on a public -facing website, it is not considered a deviation from the terms and conditions provided and does not need to be reviewed by OMB. ae IIJA, § 70917(c)(1). 16 "Domestic content procurement preference" means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States. "Infrastructure" includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy. "Project" means the construction, alteration, maintenance, or repair of infrastructure in the United States. 17 Missouri Division of Labor Standards WAGE AND HOUR SECTION MICHAEL L. PARSON, Governor Annual Wage Order No. 28 Section 014 CALLAWAY COUNTY In accordance with Section 290.262 RSMo 2000, within thirty (30) days after a certified copy of this Annual Wage Order has been filed with the Secretary of State as indicated below, any person who may be affected by this Annual Wage Order may object by filing an objection in triplicate with the Labor and Industrial Relations Commission, P.O. Box 599, Jefferson City, MO 65102- 0599. Such objections must set forth in writing the specific grounds of objection. Each objection shall certify that a copy has been furnished to the Division of Labor Standards, P.O. Box 449, Jefferson City, MO 65102-0449 pursuant to 8 CSR 20-5.010(1). A certified copy of the Annual Wage Order has been filed with the Secretary of State of Missouri. Original Signed by Taylor Burks, Director Division of Labor Standards Filed With Secretary of State: March 10, 2021 Last Date Objections May Be Filed: April 8, 2021 Prepared by Missouri Department of Labor and Industrial Relations Building Construction Rates for Section 014 CALLAWAY County OCCUPATIONAL TITLE **Prevailing Hourly Rate Asbestos Worker $65.54 Boilermaker *$28.12 Bricklayer *$28.12 Carpenter $46.07 Lather Linoleum Layer Millwright Pile Driver Cement Mason *$28.12 Plasterer Communications Technician $52.65 Electrician (Inside Wireman) $52.66 Electrician Outside Lineman *$28.12 Lineman Operator Lineman - Tree Trimmer Groundman Groundman - Tree Trimmer Elevator Constructor *$28.12 Glazier $26.23 Ironworker $61.58 Laborer *$28.12 General Laborer First Semi -Skilled Second Semi -Skilled Mason *$28.12 Marble Mason Marble Finisher Terrazzo Worker Terrazzo Finisher Tile Setter Tile Finisher Operating Engineer $60.20 Group I Group 11 Group III Group III -A Group IV Group V Painter $38.57 Plumber $75.20 Pipe Fitter Roofer $50.44 Sheet Metal Worker $52.69 Sprinkler Fitter *$28.12 Truck Driver *$28.12 Truck Control Service Driver Group I Group II Group III Group IV *The Division of Labor Standards received less than 1,000 reportable hours for this occupational title. Public works contracting minimum wage is established for this occupational title using data provided by Missouri Economic Research and Information Center. **The Prevailing Hourly Rate includes any applicable fringe benefit amounts for each occupational title. ANNUAL WAGE ORDER NO. 28 3/21 Heavy Construction Rates for CALLAWAY County OCCUPATIONAL TITLE **Prevailing Hourly Rate Carpenter *$28.12 Millwright Pile Driver Electrician (Outside Lineman) *$28.12 Lineman Operator Lineman - Tree Trimmer Groundman Groundman - Tree Trimmer Laborer $54.70 General Laborer Skilled Laborer Operating Engineer $63.09 Group I Group II Group III Group IV Truck Driver *$28.12 Truck Control Service Driver Group I Group II Group III Group IV Section 014 Use Heavy Construction Rates on Highway and Heavy construction in accordance with the classifications of construction work established in 8 CSR 30-3.040(3). Use Building Construction Rates on Building construction in accordance with the classifications of construction work established in 8 CSR 30-3.040(2). If a worker is performing work on a heavy construction project within an occupational title that is not listed on the Heavy Construction Rate Sheet, use the rate for that occupational title as shown on the Building Construction Rate Sheet. *The Division of Labor Standards received less than 1,000 reportable hours for this occupational title. Public works contracting minimum wage is established for this occupational title using data provided by Missouri Economic Research and Information Center. **The Prevailing Hourly Rate includes any applicable fringe benefit amounts for each occupational title. ANNUAL WAGE ORDER NO. 28 3/21 OVERTIME and HOLIDAYS OVERTIME For all work performed on a Sunday or a holiday, not less than twice (2x) the prevailing hourly rate of wages for work of a similar character in the locality in which the work is performed or the public works contracting minimum wage, whichever is applicable, shall be paid to all workers employed by or on behalf of any public body engaged in the construction of public works, exclusive of maintenance work. For all overtime work performed, not less than one and one-half (11/2) the prevailing hourly rate of wages for work of a similar character in the locality in which the work is performed or the public works contracting minimum wage, whichever is applicable, shall be paid to all workers employed by or on behalf of any public body engaged in the construction of public works, exclusive of maintenance work or contractual obligation. For purposes of this subdivision, "overtime work" shall include work that exceeds ten hours in one day and work in excess of forty hours in one calendar week; and A thirty -minute lunch period on each calendar day shall be allowed for each worker on a public works project, provided that such time shall not be considered as time worked. HOLIDAYS January first; The last Monday in May; July fourth; The first Monday in September; November eleventh; The fourth Thursday in November; and December twenty-fifth; If any holiday falls on a Sunday, the following Monday shall be considered a holiday. ANNUAL WAGE ORDER NO. 28 3/21 BILL SUMMARY BILL NO: 2022-101 SPONSOR: Councilmember Hensley SUBJECT: Authorizing a Contract with InfiniTech for the Storage Area Network Project, utilizing a Cooperative Procurement Contract Bid by the Midwestern Higher Education Compact DATE INTRODUCED: February 6, 2023 DEPARTMENT DIRECTOR(S): /tj;/ct CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: When approved, this bill will authorize a contract with InfiniTech in the amount of $213,147.32 for the Storage Area Network Replacement project. Origin of Request: City Staff Department Responsible: Finance and Information Technology PERSON RESPONSIBLE: SHIELA PEARRE/Richard Gerling Background Information: Staff requests approval to utilize the Midwestern Higher Education Compact cooperative agreement contract with InfiniTech and to approve the City's contract to replace the storage area network (SAN). By using this contract, the City will save 5% in usage fees if we were to use the State of Missouri contract for this equipment and installation services. Fiscal Information: Funds will come from ITS/GIS, Sales Tax G Funds (45-9980-578051). Account Available Required Remaining 45-990-578051 $330,572.11 $213,147.32 $117,424.79 BILL NO. 2022-101 SPONSORED BY Councilmember Hensley ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH INFINITECH IN THE AMOUNT OF $213,147.32 FOR THE STORAGE AREA NETWORK (SAN) REPLACEMENT PROJECT. WHEREAS, InfiniTech has become the apparent lowest and best bidder on the Storage Area Network Replacement project. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The bid of InfiniTech is declared to be the lowest and best bid and is hereby accepted for the Storage Area Network Replacement project. Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement with InfiniTech for the Storage Area Network Replacement project. Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. 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 A`tftorney FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Cooperative Procurement — Dell, Contract MHEC-04 152022 Information Technology Services — Opened by MHEC December 14, 2021 RECOMMENDATION: Staff requests approval to utilize the Midwestern Higher Education Compact (MHEC) contract, MHEC-04152022 with Dell Marketing LP of Round Rock, Texas for the purchase and installation of a new SAN infrastructure. MHEC has competitively bid and evaluated this contract. The City will use our local authorized reseller through this contract, InfiniTech of Columbia, MO. In the past, the City has used InfiniTech through the State of Missouri's Prime Vendor contract which adds 5% to the contract cost. Utilization of this contract will remove the 5% usage charge. The contract is effective from April 15, 2022 through June 30, 2025. The MHEC contract was competitively bid and vendors were evaluated and ranked. Dell was ranked third with the first two vendors not being able to provide the equipment that we need. RSMo 173.700 attaches the State of Missouri to the Midwestern Higher Education Compact. FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 45-990-578051 !TS/GIS, Sales Tax G Funds $355,500.62 $24,928.51 $213,147.32 $117,424.79 Bid Total $213,147.32 PAST PERFORMANCE: City staff have utilized the services from InfiniTech in the past and have been very satisfied with their work. ATTACHMENTS — SUPPORTING DOCUMENTATION Signature: uric ing Agent 1/ /23 �� MIDWESTERN TION limit COMPACT RFP EVALUTATION FORM: END USER COMPUTING & PERIPHERALS, DEVICE LIFECYCLE MANAGEMENT, AND ASSOCIATED SERVICES MHEC-RFP-10282021 CONSENUS SCORING FEBRUARY 18, 2022 Points Guidance 10 Couldn't imagine a better response 9-3 ■ Excellent, insightful response 7-6 More than adequate response 5-4 Adequate response, no special insights 3-2 Inadequate response 1-0 Totally inadequate response 0 No response given , :' ---,Factor: . . Weight .. Proposal Requirements Pass/Fail Solution Proposal 30% MHEC Requirements 30% Pricing 30% Innovation 10% Criteria Scoring Range Apple Connection Dell HP Inc Lenovo Global tenovo US Vendor - G Vendor - H Vendor - I Comments Section A: Proposal Requirements Pass/Fail Fail Pass Pass Pass Pass Pass Fail Fail Fail Maximum Points Section B: Solution Proposal 300 0 233 263 233 195 195 0 0 0 Section C: MHEC Requirements 300 0 240 210 240 210 210 0 0 0 B.9 Pricing 300 0 210 210 210 210 210 0 0 0 Innovation 100 0 80 70 80 60 60 0 0 0 Total Score: 0 763 753 763 675 675 0 0 0 Dell Authorized MHEC Contract Resellers as of 12/2/2022 Midwestern Higher Education Compact (MHEC) Contract 04152022 Authorized MHEC Reseller Access Interactive MHEC Reseller Address MHEC Reseller Active Contract Code 46635 Magellan Drive, Novi, MI 48377 C000001000501 ACP CreativlT, LLC 851 Commerce Court, Buffalo Grove, IL 60089 C000000985904 ACP CreativlT, LLC 851 Commerce Court, Buffalo Grove, IL 60089 C000000985904 Arey Jones Educational Solutions 1055 Sixth Ave #101, San Diego, CA 92101 C000001016509 Avalon Technologies, Inc. 39533 Woodward Avenue, #125, Bloomfield MI 48304 0000001004505 Avalon Technologies, Inc 39533 Woodward Avenue, #125, Bloomfield MI 48304 C000001004505 Avalon Technologies, Inc. 39533 Woodward Avenue, #125, Bloomfield MI 48304 C000001004505 Avalon Technologies, Inc. 39533 Woodward Avenue, #125, Bloomfield MI 48304 0000001004505 0omputacenter US [-MC unIIVcrsaLynu riQe. JUIiC IUL, VVCSIwUUU, DAY, n)nnn C000001019727 Davenport Group 4166 Lexington Avenue North, #202, St. Paul, MN 55126 0000000981081 Davenport Group 4166 Lexington Avenue North, #202, St. Paul, MN 55126 0000000981081 DK Tech Solutions LLC 3340 Pacific Heights Rd, Honolulu, HI 96813 C000000985547 Electronic Strategies, Inc. 6855 Hillsdale Court, Indianapolis IN 46250 0000000978664 Government Computer Sales, Inc. (GCSIT Solutions) 1654 20th Avenue, Seattle, WA 98122 0000000983001 Government Computer Sales, Inc. (GCSIT Solutions) 1654 20th Avenue, Seattle, WA 98122 C000000983001 Government Computer Sales, Inc. (GCSIT Solutions) 1654 20th Avenue, Seattle, WA 98122 0000000983001 Government Computer Sales, Inc. (GCSIT Solutions) 1654 20th Avenue, Seattle, WA 98122 C000000983001 InfiniTech Consulting, LLC 2401 Bernadette Drive, Columbia, MO 65203 C000000985633 InfiniTech Consulting, LLC 2401 Bernadette Drive, Columbia, MO 65203 C000000985633 People Driven Technoigy, Inc 6300 Venture Hills Blvd SW, Byron Center, MI 49315 0000000978628 Presidio Networked Solutions LLC 7701 Las Colinas Ridge #600, Irving, TX 75063 C000000997507 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 C000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 C000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 C000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 0000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 0000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SD 57049 C000000978658 Sterling Computers Corporation 303 Centennial Drive, North Sioux City, SO 57049 C000000978658 The Drala Project, Inc. (ReDesign Group) 2629 Manhattan Ave #307, Hermosa Beach, CA 90254 0000000985001 The Drala Project, Inc. (ReDesign Group) 2629 Manhattan Ave #307, Hermosa Beach, CA 90254 C000000985001 The Drala Project, Inc. (ReDesign Group) 2629 Manhattan Ave #307, Hermosa Beach, CA 90254 0000000985001 Thornburg Computer Services, LLC PO Box 11455, Olympia, WA 98508 0000000985529 Trace3, LLC n �JIUa I JJJJ L.UrpUldLe 1=AL.11d ,L riyC L JL, uid d MI C000000986501 Trace3, LLC �595 1.U,puIdLe _At.IIdIILj.0 LA...IL, l3IdIIU r\df.JIub IViI C000 000986501 LLC :13651UIPUI dLC LALI IdIIy.0 1.1 L., L�IdIIU r\dIJIUJ witTrace3. An�,� C000000986501 July 16, 2019 Page 1 of 1 Contract No.: MHEC-04152022 MASTER AGREEMENT BETWEEN MIDWESTERN HIGHER EDUCATION COMMISSION AND DELL MARKETING L.P. EFFECTIVE APRIL 15, 2022, through JUNE 30, 2025 THIS AGREEMENT, and amendments and supplements thereto, is made between the Midwestern Higher Education Commission (hereinafter MHEC) located at 105 Fifth Avenue South, Suite 450 Minneapolis, MN 55401, for the benefit of the Eligible Organizations located in the MHEC member states, and Dell Marketing L.P., (hereinafter Dell or Supplier) One Dell Way, Round Rock TX, 78682. For purposes of this Master Agreement MHEC and Dell are referred to collectively as the "Parties" or individually as "Party". Whereas, the Midwestern Higher Education Compact (Compact) is an interstate compact of twelve Midwestern states, such states being Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin (Member States); and MHEC, a nonprofit 501(c) (3), is a statutorily created governing body of the Compact established for the purposes, in part, of determining, negotiating and providing quality and affordable services for the Member States, the entities in those Member States, and the citizens residing in those Member States; and Whereas, MHEC has established a Technology Initiative for the purpose of which is to determine, negotiate and make available quality and affordable technology products and services to the not -for-profit and public education related entities in the MHEC Member States; and Whereas, MHEC has entered into separate agreements with the New England Board of Higher Education (NEBHE) and the Southern Regional Education Board (SREB) and the Western Interstate Commission for Higher Education (WICHE) respectively to allow entities in the NEBHE Member States, SREB Member States, and the WICHE Member States access MHEC's Technology Initiative contracts, including this Master Agreement; and Whereas, NEBHE Member States refers to any state that is a member, or affiliate member of NEBHE. Current NEBHE Member States are: Connecticut, New Hampshire, Maine, Massachusetts, Rhode Island, and Vermont. Whereas, SREB Member States refers to any state that is a member or an affiliate member of SREB. Current SREB Member States are: Alabama, Arkansas, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, and West Virginia; and Whereas, WICHE Member States refers to any state that is a member or an. affiliate member of WICHE. Current WICHE Member States are: Alaska, Arizona, California, Colorado, Hawai'i, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming and U.S. Pacific Territories and Freely Associated States; and Whereas, Dell offers certain quality technology related products and services; and Whereas, MHEC conducted a competitive sourcing event for End User Computing and Peripherals, Device Lifecycle Management, and Associated Services MHEC-RFP-10282021, dated October 28, 2021, and upon completion of the competitive process Dell received an award; and Therefore, in consideration of mutual covenants, conditions, and promises contained herein, MHEC and Dell agree as follows: 1. DEFINITIONS Resellers: refers to marketing agents, agents or order fulfillers authorized by Dell to provide Products and Services under this Master Agreement. Dell will list Resellers on an internet site accessible to MHEC, its Member States and Eligible DELL EMC SLED MFCA Rev 20201005. 1 Page 1 of 58 Contract No.: MHEC-04152022 Organizations. Dell will provide to MHEC the general criteria used to authorize agents. At any time during the term of this Master Agreement should MHEC protest the inclusion of a firm on this list pursuant to commercially justifiable cause, Dell may require that firm to undergo re -approval. Dell branded Products: refers to any information technology Products that are made available under this agreement and are marked with the "Dell" brand, including all standard configurations thereof, but does not include any of the following items: (i) accessories or parts added to the Dell branded hardware products (ii) accessories or parts that are not installed in the Dell factory; or (iv) Third Party Software and Peripheral products. Documentation: refers to the any documentation made available by Dell to Procuring Eligible Organization relating to any Equipment or Software purchased as well as any manuals relating to the Equipment or Software. Deliverables: refers to the tangible materials, including reports, studies, base cases, drawings, findings, software, manuals, procedures, and recommendations that Dell delivers to Procuring Eligible Organization under a Statement of Work. Eligible Organizations: This Master Agreement shall be the framework under which Eligible Organizations can acquire solution offerings consisting as defined in section Products and acquire Services as defined in section Services from Dell. Eligible Organizations shall include: 1. All not -for-profit private and public institutions and/or systems of higher education (colleges, universities, community colleges, technical institutions and equivalent institutions; 2. All K-12 schools and school districts; 3, All city, county, and other local governments; and 4. All state governments and their departments. Eligible Organizations shall also include all not -for-profit private and public institutions and/or systems of higher education; K-12 schools and districts; city, county, and other local governments; and state governments and their departments located within the following other education Compacts in the country; the New England Board of Higher Education (NEBHE), the Southern Regional Education Board (SREB), and the Western Interstate Commission for Higher Education (WICHE). Equipment: refers to Dell's full catalog of a) end user computing and peripherals, b) device lifecycle management, and c) associated services made available for sale by Dell to Eligible Organizations under this Master Agreement. Large Order Negotiated Pricing: refers to the prices or additional discounts that may be offered to specific Eligible Organizations under defined additional terms and conditions. Selection and pricing of large order negotiated pricing shall be by mutual agreement of the Eligible Organization and Supplier. Large Order Negotiated Pricing shall apply only to those items that meet the applicable additional terms and conditions negotiated by Supplier and the Eligible Organization. Promotional Prices: refers to special prices that may be offered nationally or regionally under this Master Agreement to a specific category of customers intended to include similarly situated public entity and institutional Eligible Organizations for defined time periods and in similar quantities under defined terms and conditions. Order: refers to an Eligible Organization's purchase order or other ordering document evidencing its intent to procure Products or Services from Supplier under the terms and conditions of this Master Agreement. Procuring Eligible Organization: refers to an Eligible Organization which desires to purchase under this Master Agreement and has executed an Order. Products: refers to the full line of information technology Equipment, Software and Documentation Dell makes available under this Master Agreement. Retail Price List: refers to the Dell's retail price list and is a complete list of Products and Services with the corresponding retail prices for those Products and Services made available for purchase by Eligible Organizations under this Master DELL EMC SLED MFCA Rev 20201005.1 Page 2 of 58 IntiniI"Ei. Delivering Limitless Technology) 2401 Bernadette Dr, Ste 101, Columbia, MO 65203 t. 573-234-6540 f. 573-234-6539 Sold To City of Jefferson Richard Gerling 320 E McCarty Jefferson City, MO 65101 United States Phone (573) 634-6412 Fax Here is the quote you requested. QUOTE Number ITCQ8476 Date Jan 10, 2023 Ship To City of Jefferson Richard Gerling 320 E McCarty Jefferson City, MO 65101 United States Phone (573) 634-6412 Fax Jordan Bartels Line Qty Description Unit Price l Ext. Price 1 1 Unity Storage Array - Production Unity 480 DPE 25x2.5" Dell Field Rack D4 SYSPACK 4X1.6TB FLASH SSD 25X2.5 (3)Unity 400GB FAST CACHE 25X2.5 SSD (10)D4 1.6TB SAS FLASH 25X2.5 SSD UNITY 2X4 PORT IO 25GBE TWINAX UNITY 2X4 PORT SAS EXP FLD RCK NEMA 5-15P Power Cords Unity DPE Install Kit Dell Hardware Limited Warranty ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport: Mission Critical 4 -Hour 7x24 On -Site Low Capacity SSD Add -On, 5 Years Prodeploy for Unity X80 DPE Hybrid and All Flash Prodeploy for Unity X80 DPE Hybrid and All Flash Deployment Verification 2 2 Unity Storage Expansion - Production Unity 3U 15x3.5 DAE FLD RCK (15)D4 6TB NLSAS 15X3.5 DRIVE Unity 2x2M DAE SAS CBL ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years Dell Hardware Limited Warranty ProSupport: Mission Critical 4 -Hour 7x24 On -Site Hard Disk Drive $57,308.00 $57,308.00 $21,173.00 $42,346.00 PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE - ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED - GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, INTERRUPTION OF BUSINESS, NOR FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIMUM 15% RESTOCKING FEE WITH ORIGINAL PACKAGING. 1 of 2 Line Qty Description Unit Price Ext. Price Add -On, 5 Years Prodeploy for Dell EMC Unity 15 25 Drive DAE Prodeploy for Dell EMC Unity 15 25 Drive DAE Deployment Verification 3 1 Unity Storage Array - Recovery Unity 480 DPE 25x2.5" Dell Field Rack D4 SYSPACK 4X1.6TB FLASH SSD 25X2.5 (3)Unity 400GB FAST CACHE 25X2.5 SSD (10)D4 1.6TB SAS FLASH 25X2.5 SSD UNITY 2X4 PORT IO 25GBE TWINAX UNITY 2X4 PORT SAS EXP FLD RCK NEMA 5-1SP Power Cords Unity DPE Install Kit Dell Hardware Limited Warranty ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport: Mission Critical 4 -Hour 7x24 On -Site Low Capacity SSD Add -On, 5 Years Prodeploy for Unity X80 DPE Hybrid and All Flash Prodeploy for Unity X80 DPE Hybrid and All Flash Deployment Verification 4 2 Unity Storage Expansion - Recovery Unity 3U 15x3.5 DAE FLD RCK (15)D4 6TB NLSAS 15X3.5 DRIVE Unity 2x2M DAE SAS CBL ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years Dell Hardware Limited Warranty ProSupport: Mission Critical 4 -Hour 7x24 On -Site Hard Disk Drive Add -On, 5 Years Prodeploy for Dell EMC Unity 15 25 Drive DAE Prodeploy for Dell EMC Unity 15 25 Drive DAE Deployment Verification 5 3 2 -Port 10Gbe SFP+ Module 6 1 Dell - N3048 Switch 7 4 3M 10G Twinax Cables 8 1 Labor - Rack, Migrate Data, All Required Network Changes Please contact me if I can be of further assistance. $57,308.00 $57,308.00 $21,173.00 $42,346.00 $402.00 $2,500.00 $33.33 $10,000.00 $1,206.00 $2,500.00 $133.32 $10,000.00 SubTotal Tax $213,147.32 $0.00 Total $213,147.32 Shipping not induded. Actual shipping rates will be added to invoice. PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE - ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED - GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, INTERRUPTION OF BUSINESS, NOR FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIMUM 15% RESTOCKING FEE W/TH ORIGINAL PACKAGING. 2 of 2 CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES 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 InfiniTech hereinafter referred to as "Contractor". WITNESSETH: THAT WHEREAS, the City desires to engage the Contractor to render certain services for a Storage area network replacement, 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 storage area network replacement, 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's Information Technology Department and in accordance with the rates and/or amounts stated in the bid of Contractor dated 1/10/2023, 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 Two Hundred Thirteen Thousand One Hundred Forty -Seven Dollars and Thirty -Two Cents ($213,147.32) 3. Term. This contract shall commence on the date last executed by a party as indicated below. The Contractor shall perform said work by October 1, 2023. 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 perform 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 2 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. 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. lf, 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 3 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. 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. 4 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 (1) 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 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, 5 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. 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. 27. Notices. All notices required or permitted hereinunder and required to addressed to the following addresses. The date and delivery second full day after the day of its mailing. If to the City: City of Jefferson Department of Law 320 East McCarty Street Jefferson City, Missouri 65101 be in writing may be given by first class mail of any notice shall be the date falling on the If to the Contractor: InfiniTech Jordan Bartels 2401 Bernadette Dr., Ste. 101 Columbia, Missouri 65203 [Signatures to Follow on Next Page] 6 CITY OF JEFFERSON, MISSOURI INFINITECH Mayor Date: ATTEST: City Clerk APPROVED AS TO FORM: City Tr() ` A i r Title: lip Of ra p n Date: Os/23 ATTEST: nfiniToM Delivering Limitless Technology' 2401 Bernadette Dr, Ste 101, Columbia, MO 65203 t.573-234-6540 f. 5/3-234-6539 Sold To City of Jefferson Richard Gerling 320 E McCarty Jefferson City, MO 65101 United States Phone (573) 634-6412 Fax Here is the quote you requested. EXHIBIT QUOTE Number ITCQ8476 Date Jan 10, 2023 Ship To City of Jefferson Richard Gerling 320 E McCarty Jefferson City, MO 65101 United States Phone (573) 634-6412 Fax Salesperson P.O. Number Ship Via Terms Jordan Bartels Line Qty Description Unit Price Ext. Price 1 1 Unity Storage Array - Production Unity 480 DPE 25x2.5" Dell Field Rack D4 SYSPACK 4X1.6TB FLASH SSD 25X2.5 (3)Unity 400GB FAST CACHE 25X2.5 SSD (10)D4 1.6TB SAS FLASH 25X2.5 SSD UNITY 2X4 PORT I0 25GBE TWINAX UNITY 2X4 PORT SAS EXP FLD RCK NEMA 5-15P Power Cords Unity DPE Install Kit Dell Hardware Limited Warranty ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport: Mission Critical 4 -Hour 7x24 On -Site Low Capacity SSD Add -On, 5 Years Prodeploy for Unity X80 DPE Hybrid and All Flash Prodeploy for Unity X80 DPE Hybrid and All Flash Deployment Verification 2 2 Unity Storage Expansion - Production Unity 3U 15x3.5 DAE FLD RCK (15)D4 6TB NLSAS 15X3.5 DRIVE Unity 2x2M DAE SAS CBL ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years Dell Hardware Limited Warranty ProSupport: Mission Critical 4 -Hour 7x24 On -Site Hard Disk Drive $57,308.00 $57,308.00 $21,173.00 $42,346.00 PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE • ALL DEUVF-RY. TRAINING OR CONSULTING SERVICES TO BE RULED AT PUBLISHED RATES IOR EACH ACTIVITY INVOLVED - GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARIS AND LABOUR FOI( HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NUT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY IICENSEO PRODUCTS. \%F SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL-, DATA. INTERRUPTION or RI131NE55, NOR FOR INCIDENT/AL OR COHSECUENTIAL MFRCIIANTABIUTY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIFIUM RESTOCKING FEE WITH ORIGINAL PACKAGING. 1 of 2 Line Qty Description Unit Price Ext. Price Add -On, 5 Years Prodeploy for Dell EMC Unity 15 25 Drive DAE Prodeploy for Dell EMC Unity 15 25 Drive DAE Deployment Verification 3 1 Unity Storage Array - Recovery Unity 480 DPE 25x2.5" Dell Field Rack D4 SYSPACK 4X1.6TB FLASH SSD 25X2.5 (3)Unity 400GB FAST CACHE 25X2.5 SSD (10)D4 1.6TB SAS FLASH 25X2.5 SSD UNITY 2X4 PORT I0 25GBE TWINAX UNITY 2X4 PORT SAS EXP FLD RCK NEMA 5-15P Power Cords Unity DPE Install Kit Dell Hardware Limited Warranty ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport: Mission Critical 4 -Hour 7x24 On -Site Low Capacity SSD Add -On, 5 Years Prodeploy for Unity X80 DPE Hybrid and All Flash Prodeploy for Unity X80 DPE Hybrid and All Flash Deployment Verification 4 2 Unity Storage Expansion - Recovery Unity 3U 15x3.5 DAE FLD RCK (15)D4 6TB NLSAS 15X3.5 DRIVE Unity 2x2M DAE SAS CBL ProSupport Mission Critical 7x24 Technical Support and Assistance 5 Years ProSupport Mission Critical 4 -Hour 7X24 Onsite Service with Emergency Dispatch 2 Years Extended ProSupport Mission Critical 4 -Hour 7x24 Onsite Service with Emergency Dispatch 3 Years Dell Hardware Limited Warranty ProSupport: Mission Critical 4 -Hour 7x24 On -Site Hard Disk Drive Add -On, 5 Years Prodeploy for Dell EMC Unity 15 25 Drive DAE Prodeploy for Dell EMC Unity 15 25 Drive DAE Deployment Verification 5 3 2 -Port 10Gbe SFP+ Module 6 1 Dell - N3048 Switch 7 4 3M 1OG Twinax Cables 8 1 Labor - Rack, Migrate Data, All Required Network Changes Please contact me if I can be of further assistance. $57,308.00 $57,308.00 $21,173.00 $42,346.00 $402.00 $2,500.00 $33.33 S10,000.00 $1,206.00 $2,500.00 5133.32 $10,000.00 SubTotal Tax $213,147.32 50.00 Total $ 213,147.32 Shipping not included. Actual shipping rates will be added to invoice. PRICES SUBJECT TO CHANGE - PRICES BASED UFON TOTAL PURCHASE - ALL DELIVERY. tHAMNJ, UR CONSULTING SERVICES TO RE BII.LFD A- PURI ISHED RATES FOR EACH ACTIVITY INVOLVED • GENERALLY Al. L HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY. COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR TMPI JFO. INCILJDTNG RUT NOT LIMITED IC ANY IMPLIED WARRANTIES OR V.TTII REGARD TO AUY I ICFNSED PRODUCTS. WE SHALL NOT BE LIABLE FOP. ANY LOSS OF PROFITS, BUSINESS, G00DWILL, DATA• INTERRUPTION OF BUSINESS, 00R FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIMUM 15% RESTOCKING FEE WITH ORIGINAL PACKAGING. 2 of 2 BILL SUMMARY BILL NO: 2022-102 SPONSOR: Councilmember Fitzwater SUBJECT: Authorizing a $325,918 Construction Contract with Don Schnieders Excavating Company, Inc. for the Westview Forcemain Replacement Project 31188 DATE INTRODUCED: February 6, 2023 DEPARTMENT DIRECTOR(S): /1/.//t/iL/LAzAj CITY ADMINISTRATOR: ,14/0 Staff Recommendation: Approve. Summary: This construction contract will replace a section of sanitary sewer pressure main that has failed multiple times and has become unreliable. Origin of Request: City Staff Department Responsible: Public Works PERSON RESPONSIBLE: MATTHEW J. MORASCH, P.E./Eric Seaman, P.E. Background Information: The sewer pressure has failed multiple times resulting in damage to private property and discharges of untreated sewage to the environment. The replacement sewer will be reliable pressure grade pipe that is resistant to corrosion. Fiscal Information: The project will be expensed from the wastewater fund from the approved FY22-23 budget. Don Schnieders Excavating Company, Inc. ($325,918.00) Account Available Required Remaining 64-990-579891 $326,802.86 $325,918.00 $884.86 BILL NO. 2022-102 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A $325,918 AGREEMENT WITH DON SCHNIEDERS EXCAVATING COMPANY, INC. FOR THE WESTVIEW FORCEMAIN REPLACEMENT PROJECT. WHEREAS, Don Schnieders Excavating Company, Inc. has become the lowest and best bidder on the Westview Forcemain Replacement Project. NOW, THEREFORE, BE 1T ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Don Schnieders Excavating Company, Inc is declared to be the lowest and best bid and is hereby accepted for the Westview Forcemain Replacement Project. Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement with Don Schnieders Excavating Company, Inc. for the Westview Forcemain Replacement Project. Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. 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 \tt drney FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid 1FB4090 — Project 31188, Westview Forcemain Replacement Public Works, Wastewater, Opened January 17, 2023 RECOMMENDATION: Staff recommends the award of bid IFB4090 to Don Schnieders Excavating Company of Jefferson City, Missouri for the Westview Forcemain Replacement project. All bids were reviewed and evaluated. Five bids were received and Don Schnieders Excavating Company was the low bid. The Department recommends awarding DonSchnieder's bid of $325,918.00. BIDS RECEIVED: Don Schnieders Excavating, Jefferson City, MO GWH Landscape Contracting LLC, Jefferson City, MO Lamke Trenching & Excavating, Inc., MarthasviIle, MO Ryan Construction Company, LLC, Columbia, MO Twehous Excavating Co., Jefferson City, MO Bid Amount $325,918.00 $437,961.77 $483,146.00 $427,925.00 $396,058.50 This bid was advertised in the News Tribune on 12/18/2022 and posted on Bonfire. Bid notifications were sent to 3,078 vendors and had 34 document takers. FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 64-990-579891 Basin 10-Westview PS Upgrade, Wastewater Funds $433,486.82 $26,347.96 $325,918.00 $81,220,86 Bid Total $325,918.00 ATTACHMENTS — SUPPORTING DOCUMENTATION Signature. Pu rQ1 asing Agent / 1/25/23 110-1 #0-2 Item Description Mobilization Connect to Existing Forcemain 10 -inch C900 #0-3 Forcemain 110-4 Concrete Driveway Total Cost Unit of Quantity Measure Required LS 1 Don Schnieders Excavating Company $ 325,918.0 Unit Price 514,500.00 Total Cost $14,500.00 EA 2 1 56,000.00 512,000.00 IF 1337 SY 125 Concrete Pavement #0-5 Residential SY Concrete Pavement #0-6 Arterial SY Sidewalk #0-7 Replacement SY Concrete Encasement #0-8 (Pipe) LF 110-9 Locator Box installed EA Creek Bank #0-10 Protection SY Traffic Control: #0-11 Scruggs Station LS #0-12 Rock Excavation CY Fill Sewer to be #0-13 abandoned CY #0-14 Erosion Control l5 Curb and Gutter #0-15 Replacement LF #0-16 Sod SY 5113 5151,081.00 5185 523,125.00 70 5185 512,950.00 30 1 $275 $8,250.00 43 $118 $5,074.00 25 5104 $2,600.00 4 $345 51,380.00 190 $45 58,550.00 1 58,250.00 $8,250.00 40 5275 511,000.00 79 $322 1 523,200.00 GWH Landscaping Contracting LLC $ 437,961.77 Unit Price 551,632.00 Total Cost $51,632.00 $4,176.00 58,352.00 $209.05 5100.88 $279,499.85 512,610.00 $162.68 $11,387.60 $168.93 55,067.90 $104.44 54,490.92 5100 $2,500.00 5100 $400 546.82 $8,895.80 $6,800.00 $6,800.00 $180 $7,200.00 525,438.00 5169 513,351.00 $23,200.00 511,900.00 $11,900.00 30 $164 $4,920.00 $62.49 51,874.70 800 517 513,600.00 515 $12,000.00 Lamke Trenching & Excavating, Inc $ 483,146.0 Unit Price 565,000.00 Total Cost 565,000.00 511,250.00 522,500.00 $180 $240,660.00 $160 $20,000.00 5136.20 $264 $234 $220 $325 $115 59,534.00 $7,920.00 510,062.00 55,500.00 $1,300.00 521,850.00 $9,800.00 59,800.00 5300 512,000.00 5200 515,800.00 515,600.00 515,600.00 $114 $3,420.00 $27.75 $22,200.00 Ryan Construction Company, LLC $ 427,925.0 Unit Price 527,500.00 Total Cast 527,500.00 512,500.00 525,000.00 5200 5267,400.00 $120 515,000.00 $120 $8,400.00 5150 54,500.00 5125 55,375.00 580 52,000.00 $300 51,200.00 $75 514,250.00 57,500.00 57,500.00 5250 510,000.00 $200 $15,800.00 55,000.00 55,000.00 5100 $3,000.00 $20 $16,000.00 1 Twehous Excavating Co $ 396,058.5 Unit Price $14,400.00 Total Cost $14,400.00 59,800.00 519,600.00 5176.50 $235,980.50 $95 $11,875.00 $95 $6,650.00 $118 53,540.00 5166 57,138.00 $115 $2,875.00 $430 $1,720.00 5100 519,000.00 $2,250.00 $2,250.00 $260 510,400.00 $290 522,910.00 510,000.00 510,000.00 $44 51,320.00 $33 526,400.00 Department of Public Works Memorandum 320 E. McCarty Street • Jefferson City, Missouri 65101 • P 573-634-6410 • F 573-634-6562 • www jeffcitymo.orq Date: January 20, 2023 To: Leigh Ann Corrigan, Purchasing Agent From: Eric Seaman, Wastewater Division Director Subject: Project No. 31188 — Westview Pump Station Replacement Project — Bid No. IFB4090 Public Works has completed a review of the bids opened at 1:30 P.M. on January 17, 2023 for the above noted project. Based on our review, we recommend acceptance of the low alternate bid by Don Schnieders Excavating Company, Inc. The total amount of the contract will be $325,918.00. The project will be expensed as follows from approved FY22-23 Budget Don Schnieders Excavating Company, Inc. ($325,918.00) Account Available Required Remaining 64-990-579891 $326,802.86 $325,918.00 $884.86 If you need any other information please feel free to contact me at extension 6443. cc: Project file Writer's file FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Bid 1FB4090 — Project 31188, Westview Forcemain Replacement Public Works, Wastewater, Opened January 17, 2023 RECOMMENDATION: Staff recommends the award of bid IFB4090 to Don Schnieders Excavating Company of Jefferson City, Missouri for the Westview Forcemain Replacement project. All bids were reviewed and evaluated. Five bids were received and Don Schnieders Excavating Company was the low bid. The Department recommends awarding DonSchnieder's bid of $325,918.00. BIDS RECEIVED: Don Schnieders Excavating, Jefferson City, MO GWH Landscape Contracting LLC, Jefferson City, MO Lamke Trenching & Excavating, Inc., MarthasviIle, MO Ryan Construction Company, LLC, Columbia, MO Twehous Excavating Co., Jefferson City, MO Bid Amount $325,918.00 $437,961.77 $483,146.00 $427,925.00 $396,058.50 This bid was advertised in the News Tribune on 12/18/2022 and posted on Bonfire. Bid notifications were sent to 3,078 vendors and had 34 document takers. FISCAL NOTE: Account Number Description FY 2023 Budget Expended or Encumbered Amount Bid Amount Balance 64-990-579891 Basin 10-Westview PS Upgrade, Wastewater Funds $433,486.82 $26,347.96 $325,918.00 $81,220,86 Bid Total $325,918.00 ATTACHMENTS — SUPPORTING DOCUMENTATION Signature. Pu rQ1 asing Agent / 1/25/23 110-1 #0-2 Item Description Mobilization Connect to Existing Forcemain 10 -inch C900 #0-3 Forcemain 110-4 Concrete Driveway Total Cost Unit of Quantity Measure Required LS 1 Don Schnieders Excavating Company $ 325,918.0 Unit Price 514,500.00 Total Cost $14,500.00 EA 2 1 56,000.00 512,000.00 IF 1337 SY 125 Concrete Pavement #0-5 Residential SY Concrete Pavement #0-6 Arterial SY Sidewalk #0-7 Replacement SY Concrete Encasement #0-8 (Pipe) LF 110-9 Locator Box installed EA Creek Bank #0-10 Protection SY Traffic Control: #0-11 Scruggs Station LS #0-12 Rock Excavation CY Fill Sewer to be #0-13 abandoned CY #0-14 Erosion Control l5 Curb and Gutter #0-15 Replacement LF #0-16 Sod SY 5113 5151,081.00 5185 523,125.00 70 5185 512,950.00 30 1 $275 $8,250.00 43 $118 $5,074.00 25 5104 $2,600.00 4 $345 51,380.00 190 $45 58,550.00 1 58,250.00 $8,250.00 40 5275 511,000.00 79 $322 1 523,200.00 GWH Landscaping Contracting LLC $ 437,961.77 Unit Price 551,632.00 Total Cost $51,632.00 $4,176.00 58,352.00 $209.05 5100.88 $279,499.85 512,610.00 $162.68 $11,387.60 $168.93 55,067.90 $104.44 54,490.92 5100 $2,500.00 5100 $400 546.82 $8,895.80 $6,800.00 $6,800.00 $180 $7,200.00 525,438.00 5169 513,351.00 $23,200.00 511,900.00 $11,900.00 30 $164 $4,920.00 $62.49 51,874.70 800 517 513,600.00 515 $12,000.00 Lamke Trenching & Excavating, Inc $ 483,146.0 Unit Price 565,000.00 Total Cost 565,000.00 511,250.00 522,500.00 $180 $240,660.00 $160 $20,000.00 5136.20 $264 $234 $220 $325 $115 59,534.00 $7,920.00 510,062.00 55,500.00 $1,300.00 521,850.00 $9,800.00 59,800.00 5300 512,000.00 5200 515,800.00 515,600.00 515,600.00 $114 $3,420.00 $27.75 $22,200.00 Ryan Construction Company, LLC $ 427,925.0 Unit Price 527,500.00 Total Cast 527,500.00 512,500.00 525,000.00 5200 5267,400.00 $120 515,000.00 $120 $8,400.00 5150 54,500.00 5125 55,375.00 580 52,000.00 $300 51,200.00 $75 514,250.00 57,500.00 57,500.00 5250 510,000.00 $200 $15,800.00 55,000.00 55,000.00 5100 $3,000.00 $20 $16,000.00 1 Twehous Excavating Co $ 396,058.5 Unit Price $14,400.00 Total Cost $14,400.00 59,800.00 519,600.00 5176.50 $235,980.50 $95 $11,875.00 $95 $6,650.00 $118 53,540.00 5166 57,138.00 $115 $2,875.00 $430 $1,720.00 5100 519,000.00 $2,250.00 $2,250.00 $260 510,400.00 $290 522,910.00 510,000.00 510,000.00 $44 51,320.00 $33 526,400.00 Department of Public Works Memorandum 320 E. McCarty Street • Jefferson City, Missouri 65101 • P 573-634-6410 • F 573-634-6562 • www jeffcitymo.orq Date: January 20, 2023 To: Leigh Ann Corrigan, Purchasing Agent From: Eric Seaman, Wastewater Division Director Subject: Project No. 31188 — Westview Pump Station Replacement Project — Bid No. IFB4090 Public Works has completed a review of the bids opened at 1:30 P.M. on January 17, 2023 for the above noted project. Based on our review, we recommend acceptance of the low alternate bid by Don Schnieders Excavating Company, Inc. The total amount of the contract will be $325,918.00. The project will be expensed as follows from approved FY22-23 Budget Don Schnieders Excavating Company, Inc. ($325,918.00) Account Available Required Remaining 64-990-579891 $326,802.86 $325,918.00 $884.86 If you need any other information please feel free to contact me at extension 6443. cc: Project file Writer's file CITY OF JEFFERSON CONSTRUCTION CONTRACT THIS CONTRACT made and entered into the date iast executed by a party as indicated below, by and between Don Schnieders Excavating Company INC. hereinafter referred to as "Contractor", and the City of Jefferson, Missouri, a municipal corporation of the State of Missouri, hereinafter referred to as "City". WITNESSETH: That Whereas, the Contractor has become the lowest responsible bidder for furnishing the supervision, labor, tools, equipment, materials and supplies and for constructing the following City improvements: Project No. 31188, Westview Forcemain Replacement. NOW THEREFORE, the parties to this contract agree to the following: 1. Scope of Services. Contractor agrees to provide all labor, equipment, hardware and supplies to perform the work included in the project entitled "Westview Forcemain Replacement" in accordance with the plans and specifications on file with the Department of Public Works. 2. Payment. The City hereby agrees to pay the Contractor for the work done pursuant to this contract according to the payment schedule set forth in the Contract Documents upon acceptance of said work by the Director of Public Works and in accordance with the rates and/or amount stated in the bid of Contractor dated January 17, 2023 which are by reference made a part hereof. No partial payment to the Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. The total amount of this contract shall not exceed Three Hundred Twenty -Five Thousand Nine Hundred Eighteen Dollars and Zero Cents ($325,918.00). 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 90 calendar days from the date Contractor is ordered to proceed, which order shall be issued by the Director of Public Works within ten (10) 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. 29, 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 ($100.00) for each workman employed, for each calendar day or portion thereof that the workman is paid less than the stipulated rates for any work done under this contract, by the Contractor or any subcontractor under the Contractor. 5. Insurance. (a) The Contractor shall obtain and maintain during the term of the Project and this Contract the insurance coverages at least equal to the coverages set forth in this paragraph 7, and as further provided in the General Conditions, but no event less than the individual and combined sovereign immunity limits established by Section 537.610 R.S.Mo. Insurance policies providing required coverages shall be with companies licensed to do business in the State of Missouri and rated no less than AA by Best or equivalent. All costs of obtaining and maintaining insurance coverages are included in the Bid Amount and no additional payment will be made therefor by the City. Comprehensive General Liability Insurance (including coverage for Bodily Injury and Property Damage) Comprehensive Automobile Insurance (including coverage for Bodily Injury and Property Damage) Employer's Liability 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 100% 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 R.S.Mo., except for those claims governed by the provisions of the Missouri Workmen's Compensation Law, Chapter 287, RSMo. No policy will be accepted which excludes liability for damage to underground structures or by reason of blasting, explosion or collapse. (e) Before commencing any work, the Contractor shall provide to the City certificates of insurance evidencing the issuance and maintenance in force of the coverages required by this paragraph 4. Each such certificate shall show the City, and such other governmental agencies as may be required by the City to be insured by underlying grant or contract relating to the Project, as an additional insured, and shall bear an endorsement precluding cancellation of or change in coverage without at least thirty (30) days written notice to the City. The City may waive any insurance coverages or amounts required by this paragraph 4 when the City deems such waiver to be in the interest of the public health, safety, and general welfare. (f) Subcontracts - In case any or all of this work is sublet, the Contractor shall require the Subcontractor to procure and maintain all insurance required in Subparagraphs (a), (b), and (c) hereof and in like amounts. (g) Scope of Insurance and Special Hazard. The insurance required under Sub -paragraphs (b) and (c) hereof shall provide adequate protection for the Contractor and its subcontractors, respectively, against damage claims which may arise from operations under this contract, whether such operations be by the insured or by anyone directly or indirectly employed by it, and also against any special hazards which may be encountered in the performance of this contract. NOTE: Paragraph (f) is construed to require the procurement of Contractor's protective insurance (or contingent public liability and contingent property damage policies) by a general contractor whose subcontractor has employees working on the project, unless the general public liability and property damage policy (or rider attached thereto) of the general contractor provides adequate protection against claims arising from operations by anyone directly or indirectly employed by the Contractor. 6. Contractor's Responsibility for Subcontractors. It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons it directly employs. Contractor shall cause appropriate provisions to be inserted in all subcontracts relating to this work, to bind all subcontractors to Contractor by all the terms herein set forth, insofar as applicable to the work of subcontractors and to give Contractor the same power regarding termination of any subcontract as the City may exercise over Contractor under any provisions of this contract. Nothing contained in this contract shall create any contractual relations between any subcontractor and the City or between any subcontractors. 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 One Thousand Dollars ($1,000.00) 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 (10) days after the execution of this contract, guaranteeing the Contractor's performance of the work bid for, the payment of amounts due to all suppliers of labor and materials, the payment of insurance premiums for workers compensation insurance and all other insurance called for under this contract, and the payment of the prevailing wage rate to all workmen as required by this contract, said bond to be in a form approved by the City, and to be given by such company or companies as may be acceptable to the City in its sole and absolute discretion. The amount of the bond shall be equal to the Contractor's bid. 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 a. b. c. d. e. This Contract Addenda Information for Bidders Notice to Bidders Signed Copy of Bid following: f. General Provisions g. Special Provisions h. Technical Specifications i. Drawing and/or Sketches This contract and the other documents enumerated in this paragraph, form the Contract between the parties. These documents are as fully a part of the contract as if attached hereto or repeated herein. 18. Complete Understanding, Merger. Parties agree that this document including those documents described in the section entitled "Contract Documents" represent the full and complete understanding of the parties. This contact includes only those goods and services specifically set out. This contract supersedes all prior contracts and understandings between the Contractor and the City. 19. Authorship and Enforcement. Parties agree that the production of this document was the joint effort of both parties and that the contract should not be construed as having been drafted by either party. 20. Amendments. This contract may not be modified, changed or altered by any oral promise or statement by whomsoever made; nor shall any modification of it be binding upon the City until such written modification shall have been approved in writing by an authorized officer of the City. Contractor acknowledges that the City may not be responsible for paying for 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 aocurnentation 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. h, 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 B or C, whichever is applicable, of this section have elapsed. E. The City shall withhold and retain from any amount due under the contract, all sums and amounts due and owing as a result of any violation of this section when making payments to the contractor under the contract. The contractor may withhold from any subcontractor, sufficient sums to cover any penalties the City has withheld from the contractor resulting from the subcontractor's failure to comply with the terms of this section. 26. Transient Employers. Every transient employer, as defined in section 285.230, RSMo, enclosed in the laws section, must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) The notice of registration for employer withholding issued to such transient employer by the director of revenue; (2) Proof of coverage for workers' compensation insurance or self-insurance signed by the transient employer and verified by the department of revenue through the records of the division of workers' compensation; and (3) The notice of registration for unemployment insurance issued to such transient employer by the division of employment security. Any transient employer failing to comply with these requirements shall, under section 285.234, RSMo, enclosed in the laws section. be Iiabie 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 1307 Fairgrounds Road, Jefferson City, MO 65109. 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: ATTEST: ATTEST: City Clerk Title: APPROVED AS TO FORM: PUBLIC HEARING/BILL SUMMARY BILL NO: 2022-103 SPONSOR: Councilmember Lester SUBJECT: Rezoning of Property Located at 1110 Cedar City Drive from M-1 Light Industrial to PUD Planned Unit Development and Approving a Preliminary PUD Plan (Planning and Zoning Commission Case No. P23001) DATE INTRODUCED: February 6, 2023 PUBLIC HEARING: February 20, 2023 DEPARTMENT DIRECTOR: CITY ADMINISTRATOR: 4 — Staff Recommendation: Approve. Summary: Standard ordinance amending the zoning map and approving a Preliminary PUD Plan. Origin of Request: Property owner, through the Planning and Zoning Commission Department Responsible: Department of Planning and Protective Services PERSON RESPONSIBLE: SONNY SANDERS/Eric Barron Background Information: This bill would rezone property located at the corner of Cedar City Drive and Oil Well Road from M-1 Light Industrial to PUD Planned Unit Development and approve a Preliminary PUD Development plan for a retail farm to market store. The area to be rezoned and developed is approximately 3 acres in size, and the remainder of the 25 acre property would remain in agricultural use. The Preliminary PUD Plan envisions a 2880 square foot building, designed to resemble a rustic barn, and a number of accessory buildings such as a greenhouse, storage building, and covered loading dock site. The parking area is proposed to be gravel (which would be a deviation from the parking lot paving standards of the zoning code) with paved driveway connections to both Oil Well Road and Cedar City Drive. An underlying zoning of C-1 Neighborhood Commercial is proposed for determining future uses in addition to the retail farm to market store. Please refer to case packet documents for further information. Planning and Zoning Commission Review: The Planning and Zoning Commission reviewed the application for the rezoning and Preliminary PUD Plan at their meeting of January 12, 2023. Both motions to recommend approval PASSED on votes of 7 in favor and 0 against. Public Comment Received: Comments were received by email from Mr. Joshua Korte, Korte Tree Service, 1129 Cedar City Drive, stating support for the retail farm to market store as the land use matches surrounding uses and that the business type as observed in other cities, are of good appearance and bring in desirable clientele. Fiscal Information: $650.00 rezoning and $300.00 Preliminary PUD Plan fee for $950.00 total filing fee received. Planning & Zoning Commission Recommendation: Approve. BILL NO. 2022-103 SPONSORED BY Councilmember Lester ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, CHANGING, AMENDING, AND MODIFYING THE ZONING MAP OF THE ZONING CODE OF THE CITY OF JEFFERSON BY REZONING 3 ACRES OF LAND ADDRESSED AS 1110 CEDAR CITY DRIVE FROM M-1 LIGHT INDUSTRIAL TO PUD PLANNED UNIT DEVELOPMENT AND APPROVING A PRELIMINARY PUD PLAN. WHEREAS, it appears that the procedures set forth in the zoning code relating to zoning and PUD Plans have in all matters been complied with. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The following described real estate, being located in the City of Jefferson, Cole County, Missouri is rezoned from M-1 Light Industrial to PUD Planned Unit Development: Part of a tract of land described in Book M449, page 961 Callaway County Recorder's Office, being part of the Southwest Quarter of the Southeast Quarter of Section 9, Township 44 North, Range 11 West, in the City of Jefferson, Callaway County, Missouri, more particularly described as follows: BEGINNING at a point on the northeasterly right-of-way line of Cedar City Drive (known formerly as Route 63, or Route 7), said point being located 50.00 feet left of said Cedar City Drive at Sta. 266+70.00, as per the Missouri Highway and Transportation Commission Plans of Job No. 5-P-63-208; thence along said Highway plan right-of-way line, and along the boundary of said property described in Book M449, page 961 the following courses; S78°54'25"E, 134.58 feet, to a point 40.00 feet right of Oilwell Road (Service Road Connector per Highway Plans), Sta. 21+50; thence N56°04'11"E, along the northwesterly right-of-way of said Oilwell Road, 255.04 feet; thence leaving said Oilwell Road right-of-way line and the boundary of said property described in Book M449, page 961, N33°57'08"W, 350.00 feet; thence S56°06'23"W, 350.00 feet to a point on the northeasterly right-of-way line of said Cedar City Drive and the boundary of said property described in Book M449, page 961; thence along the northeasterly right-of-way line of said Cedar City Drive, and the boundary of said property described in Book M449, page 961, the following courses: on a curve to the right, having a radius of 1196.30 feet, an arc distance of 17.83 feet (the chord of said curve S34°19'14"E, 17.83 feet) to a point 50.00 feet left of PT Sta. 264+42.40 as per Missouri Highway and Transportation Commission Plans of Job No. MO -269A; thence S33°53'37"E, 237.20 feet to the POINT OF BEGINNING. Containing in all, 3 acres, more or less. Section 2. The Preliminary PUD Plan, on file as Case No. P23001 in the Jefferson City Planning Division, is hereby approved for the above described real estate. Section 3. Permitted Land Uses. Future land uses of the property shall be limited to the uses permitted by the C-1 Neighborhood Commercial zoning district with retail farm to market store included as a permitted use. Section 4. This ordinance shall be in full force and effect from and after its passage and approval. Passed: Approved: Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City Ppirney Excerpt of Unapproved Minutes JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 5:15 p.m. COMMISSION MEMBERS PRESENT Dale Vaughan, Chair Penny Quigg, Vice Chair Gregory Butler Emily Fretwell Hank Vogt Treaka Young Jacob Robinett Sara Michael, Alternate COMMISSION MEMBERS ABSENT Bunnie Trickey Cotten Shanon Hawk Tom Werdenhause, Alternate Randy Hoselton, Alternate COUNCIL LIAISON PRESENT Michael Lester STAFF PRESENT Eric Barron, Planning Manager Dustin Birch, Associate City Counselor Kortney Bliss, Planner Sonny Sanders, Director of Planning & Protective Services Shane Wade, Civil Engineer Lisa Dittmer, Administrative Assistant Jason Turner, Division Chief JCFD ATTENDANCE RECORD 7 of 7 7 of 7 4 of 7 6 of 7 7 of 7 6 of 7 5 of 7 1 of 1 6 of 7 6 of 7 0 of 2 1 of 2 Guests: Paul Samson with Central Missouri Professional Services, Council Members Laura Ward and Scott Spencer, Timothy A Joseph, Jeff and Jane Schaeperkoetter, Jacob Brooke, Lois Hogan, Teresa Tolksdorf, Joe Scheppers, Jay and Kim Fischer, and Carolyn McDowell. Case No. P23001 — 1110 Cedar City Drive, Rezoning from M-1 to PUD and Preliminary Planned Unit Development (PUD) Site Plan. Request filed by Jay and Kimberly Fischer, property owners, for rezoning of approximately 3 acres from M-1 Light Industrial to PUD Planned Unit Development and a Preliminary PUD Development Plan for a farm to market retail store. The property is located at the northwest corner of the intersection of Cedar City Drive and Oil Well Road and is described as Part of the Southwest Quarter of the Southeast Quarter of Section 9, Township 44 North, Range 11 West, in the City of Jefferson, Callaway County, Missouri. (Central Missouri Professional Services, Consultant). Ms. Bliss stated the applicants are requesting to rezone a section of property from M-1 Light Industrial to PUD Planned Unit Development and are requesting a Preliminary PUD Plan for a 2880 square foot retail farm to market store. Paul Samson with Central Missouri Professional Services (CMPS), representing property owners Jay and Kim Fischer, presented the case. The request is to rezone a portion of their property located at the corner of Oilwell Road/Cedar City Drive from M-1 to PUD. The owners are requesting the PUD zoning to accommodate a seasonal farmers market type facility. The PUD zoning has been requested to allow more flexibility in the design elements due to it being more of a seasonal building. The site plan consists of a 2,900 square foot building. Inside, there will be freezer space, retail floor and restrooms. The lot will have approximately 18 parking spaces with a concrete driveway off Oilwell Road and Cedar City Drive. Fruit trees will be planted around the perimeter of the property. Because of the seasonal nature of the facility, the owner is asking for a variance to allow for a gravel parking lot. Water, electric, and utilities are existing and available. Sanitary sewer will have to be extended from the south side of Cedar City Road. The footprint of the building will be a minimum of one foot above the 100 -year floodplain elevation, which meets all of the floodplain development and FEMA regulations. Ms. Bliss stated that staff recommends approval of the proposed rezoning and Preliminary PUD Plan. Ms. Fretwell moved and Ms. Quigg seconded a motion to recommend approval to the City Council the request to rezone the property from M-1 to PUD. The motion passed 7-0 with the following votes: Aye: Butler, Fretwell, Michael, Quigg, Robinett, and Vogt, and Young. Nay: None. Ms. Fretwell moved and Ms. Quigg seconded a motion to recommend approval to the City Council of the requested Preliminary PUD Plan for a retail farm to market store with the following condition: a. The establishment of the C-1 Neighborhood Commercial underlying zoning designation for purposes of determining future permitted uses and requirements for signage, lighting, and other applicable site features. The motion passed 7-0 with the following votes: Aye: Butler, Fretwell, Michael, Quigg, Robinett, and Vogt, and Young. Nay: None. Jefferson City Planning & Zoning Commission January 12, 2023 Case No. P23001 1010 Cedar City Drive Jay and Kimberly Fischer 1. Rezoning from M-1 Light industrial to PUD Planned Unit Development 2. Preliminary PUD Plan City of Jefferson Planning & Zoning Comm ss o LOCATION MAP Case No. P23001 1110 Cedar City Drive Rezoning from M-1 to PUD and Preliminary PUD Plan 0 137.5 275 550,Feei City ofJe r ., 1E mon Planning and Zoning Commission VICINITY Case No. P23001 1010 Cedar City D ive Rezoning kora M-4 from. MD and Pre ry PUD Plan a 235 470: Site rea PLANNING STAFF REPORT JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 Case No. P23001 — 1110 Cedar City Drive, Rezoning from M-1 to PUD and Preliminary Planned Unit Development (PUD) Site Plan. Request filed by Jay and Kimberly Fischer, property owners, for rezoning of approximately 3 acres from M-1 Light Industrial to PUD Planned Unit Development and a Preliminary PUD Development Plan for a farm to market retail store. The property is located at the northwest corner of the intersection of Cedar City Drive and Oil Well Road and is described as Part of the Southwest Quarter of the Southeast Quarter of Section 9, Township 44 North, Range 11 West, in the City of Jefferson, Callaway County, Missouri. (Central Missouri Professional Services, Consultant). Nature of Request A request was filed by the property owners to rezone a section of property from M-1 Light Industrial to PUD Planned Unit Development. The applicants also request a Preliminary PUD Plan for a 2880 square foot retail farm to market store. Both portions of the request would occur on a portion of the property approximately 3 acres. This proposal does occur on two separate parcels owned by the applicants. The applicants have expressed within their PUD Plan narrative a proposed intent to divide this 3 acre piece off from the two parcels at a later date. Review and Approval Process Processing of Preliminary PUD Plans occur with respect to the City Code.. The role of the Planning and Zoning Commission is to review applications for Preliminary PUD Plans and make a recommendation to the City Council. The City Council is then to make a determination concerning the approval of such request. Zoning History The subject location has been involved in a few Planning and Zoning Commission cases. In 1988, the northern parcel was rezoned from RU to M-1. The southern parcel was rezoned to M-1 Light Industrial in I 989. Zoning and Surrounding Land Use: Current Zoning: M- I Requested Zoning: PUD Current Use: Open Land, Agricultural Intended Use: Retail Farm to Market Store Surrounding Zoning Surrounding Uses North M-1 Open Land South M-1, RS -4, and C-2 Agricultural and Recreational East M-1 Open Land, Industrial West M-1 Agricultural, Open Land, Unincorporated Review Criteria for Rezoning: Section 35-74 B.4, lists review criteria for consideration of an amendment to the zoning ordinance text and zoning map. This case involves an amendment to the zoning map. The applicant has provided written responses to the review criteria for a rezoning. See attached application materials. City staff have also provided responses to the review criteria in the next section. Planning and Zoning Commission Case No. P23001 January, 12 2023 Page 2 Staff Analysis of Rezoning Proposal: Standard checklist for rezoning: Yes No Notes: The existing zoning was in error at the time of adoption. X The M-1 Light Industrial zoning designation was established nearly 30 years and development has not occurred. There has been a change in character in the area due to installation of public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions. X Flooding of the Missouri River at different times in the 1900s, including in 1993resulted in dynamic changes in the development in the area was known as Cedar City. The proposed use would be similar to uses in the area. There is a community need for the proposed rezoning. X The proposed rezoning to PUD and related PUD Plan involves a retail farm to market store. This would add potential economic and tourist value to the community. The proposed change is consistent with, and in furtherance of, the implementation of the goals and policies of the comprehensive plan, other adopted plans, and the policies, intents and requirements of this ordinance and other City regulations and guidelines X The rezoning and related PUD Plan appear to meet the requirements put forth by the Zoning Ordinance and, further the proposal is subject to all applicable requirements and regulations. The proposed rezoning and use would be compatible with the area. The proposed zoning is compatible with the zoning and uses of property nearby. X There are surrounding agricultural land uses. PUD zoning has potential to be flexible in permitted uses on the site. Public and community facilities, which may include, but are not limited to, sanitary and storm sewers, water, electrical service, police and fire protection, schools, parks and recreation facilities, roads, libraries, and solid waste collection and disposal, are available and adequate to serve uses authorized under the proposed zoning. X Existing roadways do exist in the area that can provide access to several community facilities. Specifications of the site with respect to connection to all required utilities and compliance with all City Code requirements will be reviewed by each respective Departmental staff. Planning and Zoning Commission Case No. P23001 January, 12 2023 Page 3 Standard checklist for rezoning: Yes No Notes: Authorized uses shall not adversely affect the capacity or safety of the street network in the vicinity of the property. X The use is anticipated to produce low traffic flow. Thus, the nearby road network should have the capacity in order to facilitate the uses traffic volume. Potential environmental impacts (e.g., excessive storm water runoff, water pollution, air pollution, noise pollution, excessive lighting, or other environmental harms) of authorized uses shall be mitigated. X Potential environmental impacts of the site have and will further be reviewed by city staff with respect to the City Code. The site would need to be elevated out of the floodplain and obtain a floodplain permit from the City of Jefferson. There is an adequate supply of land available in the subject area and the surrounding community to accommodate the zoning and community needs. X The portion of the property proposed to contain both the rezoning and PUD Plan should be adequate and able to accommodate zoning and communes needs. Benefits shall be derived by the community or area proposed to be rezoned X Rezoning of the subject site would provide a proposed use which has the potential to benefit the community with its specialized business model and capacity to serve both community members and tourists alike. Staff Analysis of Preliminary PUD Plan Building design: In accordance with information provided by the applicants, the main 2880 square foot structure would face the intersection and would contain timber and metal detailing to resemble a rustic barn. The building would contain retail floor area, freezer space, and restrooms. Other accessory structures such as a greenhouse are proposed to be constructed at a later date. Permitted Uses: The Preliminary PUD Plan outlines use of the property as retail farm to market store. The narrative specifies a request for and Planning and Zoning Division staff recommend establishment of an underlying zoning of C-1 Neighborhood Commercial for the purpose of determining future regulatory details regarding items such as permitted uses, signage, and lighting. Signs: Applicants have stated that signage would be building mounted signs in the front as well as back of building. Any future signage would need to conform to the requirements outlined for the C-1 zoning district. Lighting: Proposed lighting would be building mounted lighting. Landscaping: Instead of parking lot landscaping, various vegetation types such as produce trees located adjacent to the parking lot and along the adjacent streets are proposed on the site plan. Parking: A gravel lot is proposed. This would be a deviation from Section 35-58. B.6 regarding parking lot paving. Driveways: Two paved driveways conforming to City requirements are proposed with one driveway connecting to Cedar City Drive and the other to Oil Well Road. Traffic: The proposal does not exceed 100 peak hour vehicle trips and therefore does not trigger the requirement for a site specific traffic study. Planning and Zoning Commission Case No. P23001 January, 12 2023 Page 4 Staff Recommendation Staff recommend approval of the proposed rezoning and Preliminary PUD Plan. The rezoning from M- I Light Industrial to PUD Planned Unit Development allows for the requested land use of retail farm to market store. Such use is compatible with surrounding land uses. The PUD Plan must comply with all applicable City Code requirements. Form of Motion 1. Motion to recommend approval to the City Council the request to rezone the property from M-1 to PUD. 2. Motion to recommend approval to the City Council of the requested Preliminary PUD Plan for a retail farm to market store with the following condition: a. The establishment of the C-1 Neighborhood Commercial underlying zoning designation for purposes of determining future permitted uses and requirements for signage, lighting, and other applicable site features. 1 tG 1Y` City ofJefferson Department of Planning wr Protective Services 320 E. McCarty Street Jefferson criy, MO 65703 P7wne 573-634-5410 .1C''r fonrrinora e6fersoncitymo.ogi www.laffersoncitimao.gov APPt'1_UCAflON FOR ZONING AMENDMENTS The undersigned hereby petitions the Planning and Zoning Commission and City Council of the City of Jefferson, Missouri, for the following amendment to the Zoning Code: EIV/ap, Amendment ;Text Amendment (Include description of proposed text amendment) Property Address: 1110 Cedar City Drive 2_ Applications for Map amendments shall include a Ioc tiarr map and lejai description. 3. This petition requests to rezone the above described real' estate from its pTPcx.nt. classification al district: to P U D district. The purpose of this rezoning request is to Accommodate Farm to Market retail store. 4. Fining tee: Map Amendment = $660. Text Amendment = $4S& i Required d Findings: Applicant responses to the required' tindings sialN be noted in Addendum A and vary based on type of request. E. The undersigned certify to be all c f the owner(s) of the above: described properly and that the submitted information (including, ail attachments to this appi) is tare and correct. ('All owners a this prop must s;gm and the: signatures rnasc2 be notarized). Jay Fischer Printed NamelTife (type or print) P irty Owner Signature perty Own Signature Kimberly Fischer Printed aarnef'i tt e e or print) --."-� i�r pc —Aar „�e#cfir , this l day of ~� c�6ll J' f [�tftffs4. L BLAND afacery.7 uclticw Platery Seat State of Missouri Cale County Cornadssio n 0 217651118 rvty Commission apices Oa -08-2025 (Revised July t, 2018) Fore* Use Only: • 4RA- atien Filing Fee: Map Amendment = $'65D WWI + rAAdvedrr&n69 Fe ) Text Amendment = $450 '25d f $240 Advertising Fee) A splf atlan. Rim Fee Received: Cash, (receipt # r, Check. (cow check # Atfacihrmemcs- Addendum A LMiEtp Apcticant/Profect Inkirmaffism Sheet ) lhdfurifh�gls.StrOtiedcontacttheADACoordinatera1157;1'634'.8570forrecycleaccorarri ns:ora7'errrafirie'lbrrnats asrequired Order tire - Americans with bisat rte" s Act. Please aflovo three basffoassdays' toprorAss:li4a raptiest. Page 4 of 6 Jefferson City Zoning Amendment Application Addendum A — Review Criteria To be used to support zoning amendment requests. (Section 35-74.8.4) Property Address 1110 Cedar City Drive Applicant Name Jay and Kimberly Fischer Provide responses to the following required findings by selecting all criteria that apply to your request. State all reasons for your answer and use additional pages to complete your answer if necessary. A. The existing zoning was in error at the time of adoption. Explain. The purpose of the rezoning request is to allow for a retail farm to market store within a PUD plan framework. B. There has been a change in character in the area due to installation of public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions. Explain the change and be specific on which public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions that effected the change. No, the area is somewhat rural in nature. C. There is a community need for the proposed rezoning. (i.) What will the proposed zoning be? PUD (Ii.) Why does the community need this zoning? A small retail farm to market store would be a unique addition for the city. D. The proposed change is consistent with, and In furtherance of, the implementation of the goals and policies of the Comprehensive Plan, other adopted plans, and the policies, intents and requirements of this Ordinance and other City regulations and guidelines. Old Cedar City is a mix of industrial and recreational uses. A small retail farm to market store would be a unique destination for the area. Page 2 of 6 E. The proposed zoning is compatible with the zoning and uses of property nearby. Property North — Agricultural Property South — Recreational Property East — Industrial Property West — Agricultural F. Public and community facilities, which may include, but are not limited to, sanitary and storm sewers, water, electrical service, police and fire protection, schools, parks and recreation facilities, roads, libraries, and solid waste collection and disposal, are available and adequate to serve uses authorized under the proposed zoning. List public and community facilities available on the site. All necessary utilities and services are suitable for the proposed building. G. A traffic impact analysis has been provided to indicate the potential number of new trips generated and provisions are provided to mitigate impacts of high traffic -generating projects. (See Section 35-60.Traffic Impact Analysis regarding vehicle trip thresholds and traffic impact analysis requirements) A traffic impact analysis is not required. The use would be low traffic. H. Authorized uses shall not adversely affect the capacity or safety of the street network in the vicinity of the property. (1.) Describe the proposed use. Retail (11.) tM/l the proposed use adversely affect the capacity or safety of the street network in the vicinity of the property? Whyfwhy not? No, suitable driveways and traffic circulation would be installed. 1. Potential environmental impacts (e.g., excessive storm water runoff, water pollution, air pollution, noise pollution, excessive lighting, or other environmental harms) of authorized uses shall be mitigated. List any potential environmental impacts and how they will be mitigated. The site development would comply with all necessary requirements. J. There is an adequate supply of land available in the subject area and the surrounding community to accommodate the zoning and community needs. This would be a unique retail outlet in an agricultural setting. K. Benefits shall be derived by the community or area proposed to be rezoned. List the benefits of the proposed rezoning. The community would benefit from the unique retail destination. Page 3 of 6 Cons iffmt Sir3rnateire cay of Aid- rsem tent DI Planning $. Protective: Sairvicet 320 E BfcCartyStreet Jefferson City, itze 65101 Pltone<3T3k-S34-WO. JCPianxvuslasireisonrit ii fo s watuaietiefsencitymagotr APPLICATION FOR PLANNED UNIT DEVELOPMENT (PUD) DCance PUD Plan EDPreliminary PQJD Plan D Final PUD Plan PUI3 Project Name: Street Address: 4 -AO, ` ark4e. 4-. C'dcec c R;t.ye, °''Amendilment to. Final PU.f1 Plan: DAmendinentto Final PUD. Plan fbrSignage Legal Des.criplion: Cas foltous or is: attached); ,See Q -e .cilgC'i Please attach or include the following: a) Typed project narrative describing: the type: and: character of the clevelizipment including land uses;, acreage, proposed resfdenlral1 diesisities or commercial floor area (FAR);, publEc or private open space„ amenities or - recreation areas to be provided, sidewalks- and pedestrian wa , parking ass; deviations €Sorai minis morn design surds of Section 35-51; and other information requited by Sin 35-74 at ap lira fe: sectiOns of the Zoning Cede_ Tine project title and location must be included worm every page, NSnfitew ad pages; and attachments_ €» Site Plan anchor Developmen€. Plans as applicable_ c, Prelimiitary or Final Sobdkision Plat or Declaration of Cond i►: sodaation, as applicable; c) Draft n€ ComaantsA Concrons and Restrictions, as applicabfet, e:? Traffic impact analysis... if required by Section 35-60; Signagp Plan, ink type,, locations and dimensions of alli proposed sus; g} Landscaping and Screening Rat ft i.ngptimg Plan, iricludrig pole Freights. type of fixtures or luminaries:,, and foot candles; Profect Phasing Plan appiicfbleil a Application Fding Fee = $SQ0 € $200: advertising fee + $2 per a + 3,15a ramming fee (ii a{p{pli'trakfe4 QRe sed July t ornal Application information: Prapady Ounet, _ i rfaker Address i'ks � Phone Nutmbefr(sy: 7,'& Agpincan.t. Name (f different tun owner),. Address Phone Num (s)_ Consultant Name: PCf &a -l] a uoflrlIPS.01 Address: gem phone Nurrtber(s): 603?557 The Ma h ie n accurately trepxesents this proposed P. ee. tel Printed Narmetli Date: Printed Narnefilit1 Cade: For S t Use °miry; Appficalon Fria g Fee Re5e,iuod_ Amotm e Epode It Adfedrme tsc Afarraekep &ate Alkemp AppircartiProjeci Information s e . '1 '' oder fir& 7ansufv it/0d liggiicoga frcraiideiets should contact ttie Coontrimator at. pal 634-6571} to ragged =commod sans or a ter at5ve Monett ax cegptseel e a tbrriRai Arneritan: with i:li at ies . Pfeacc attovr Itatee bush -tan days to prams; tine requast.. gage 1 cnfr 7 PUD Narrative Fischer Farm Market Preliminary PUD Plan 1120 Cedar City Drive 12-19-22 Fischer Farms is planning to place a retail farm to market store on the corner of Oil Well Road and Cedar City Drive. The store would consist of a 2880 square foot building and is planned to focus on sale of agricultural produce and made in Missouri products. The exterior of the building would be a mixture of metal and timber resembling a rustic barn. The building would face the intersection, and would include retail floor area, freezer space, and restroom. A gravel parking lot is planned with driveway entrances off of both streets. Seasonal display of items outdoors is planned. A future greenhouse and other accessory structures are planned to be constructed on site. In lieu of standard parking lot landscaping trees, produce trees (such as apple trees) or other agricultural plantings are planned. The parking area is planned to be gravel, with driveway connections to both roads paved per city driveway standards. Although the purpose of this application and building is for a farm to market style retail store. We would request an underlying zoning of C-1 Commercial for the purpose of determining future permitted land uses. Signage for the operation will consist of building mounted signs on the front and back. Any future signage would adhere to the allowances of the C-1 zoning district. Exterior lighting would consist of building mounted lights. The property is planned to be divided off from the remainder of the 25 acre farm at a future date. Area proposed for PUD rezoning is 350' square located at the corner of Cedar City Drive and Oil Well Road. Filing Fee: Rezoning Fee 250 PUD Plan 500 Advertising Fee 200 TOTAL $950 • i 1 „,, 'r U• PfkoPQggo r� zo iNe 1r� : H'I TB PUP AY$liftsReFl. 11 PgEDAR6 B GRAVEL PARKING LOT 24' ENTRY _APPLE 3 00' FUTURE GREEN N OUSE FUTURE STORA GE 13111 -DIN G - I RRIGATION EQUIP B GRASS 0 ,d o a •a a SIT, STR AW FUTURE COVERED LOADING DOC K SITE - APPLS_2REE._ _A P.PLE_TRE£ OLL WELL RD CiN of Jefferson Department of Planning & Protective Services 370 E McCarty St. Jefferson City, POO 65101 Deroeiuuber 27, 2022 Dear Property Owner: Carne Tercjfi , ayor Sonny Sanders, AICP, Dfrecior Phone: 573-634-6416 Fax: 573-834-6457 This letter is to notify you that the Jefferson. CIt' Parry and Zoning Commission will meet at 5:15 p.m. on Thursday, January 12, 2023 in the Council Chambers ate John G. Christy Municipal Building., 320 East McCarty Street to consider the following matters (see map on back): Case No. P23001 —1110 Cedar City Drive;. Rezapilieg. from RI1-3. t PUD and Preliminary Planned Unit Development (PM Site Plan. Request: filed by jay and Kimberly Fischer, property owners, for rezoning of approximately 3 acres from M-1 Light Inddustrief to- PUI:I. Planned Unit Development and a Preliminary PUD Development Plan for a farm to market retail: store. The property is located at the northwest corner at the intersection of Cedar City Drive and: Oil Well Road and is described as Past of the. Southwest Quarter ofthe Southeast Quarter of Section 9, Township 441 North, Range n1 West, in the City of Jefferson, Callaway County, Missouri. (Central Missouri Professional; Services, Consultant). As a nearby landowner and'/,err neigh or,, you are being provided notice of this hearing Unfortunately, we are unable to record comments received by telephone, however, written comments. may be directed to the Planning and Zoning Corn mission: in one off the lbiE its ways-: e-mail: JCPia nning@ieffersoncit oigov fax: Dept. of Planning and Protect:v,e. Services f Planning Division 573-63:4-6457 marl: Dept. of Planning and Protective. Services i Planning Division John G. Christy. Municipal Building,. 320 E McCarty Street Jefferson City, MO 65101 Written comments received on air befiere 11:00, p.rrr_ en the. day of the meeting will' be made a part of the official record and copied: and disirthufedi to Commission members at the meeting. Those unable to provide written comments in advance: are ta,debar their comment. to the Commission Chairman eerily atthe meeting. Correspondence received aim 111,0. per_ can. the. day of the meeting will be included.' in: the official record, but there is: no guarantee that ozpies will be made for distribution to. all Commission nrierniters For your information, this, case is tentatively scheduled for a. public hearing in front of' the City- Council to February 20, 2023. Th.e City CO,uncal, meets. at 6:00. p.m. in the Council Chambers of the J;`lba G. Christy Municipal Building, 320 East Ilif Dart Street Information regarding this case. may be viewed an: the Planning and Zoning: Commission. webpags at https://www.ieffersoncitymo.00v/uovemmeni/planninglplannina and zoning commission.php Please contact the Planning and Zoning Division via phone at 573.634.6573 with pertinent questions. Best Regards, i//es5g44.2.., Kortney Bliss Planner 1 Individuals should contact fhe ADA rdilite o rad ) 634.6570 to request accommodations or alternative formats as required under the Americans, with Disabilities Act. Please allow three business days to process the req rest. Please (PM 63'4-64!0 caul,.questions regarding agenda items. Caste P230.09 MO Cedar City,. Drive Rezoning. from M-1 to PUD and Preliminary PUD Plan 185 ft, Notification Bar s 0, 7fi' T4 :' 42D 560 yet Jefferson City Planning and Zoning Commission Property Owner list Case No. P23001 1110 Cedar City Drive 12/28/22 KORTE SALES LLC ' 1129 Cedar City Dr. JEFFERSON CITY, MO 65101 CARTER, GEORGE D. & BARBARA J 1010 SANDSTONE ST. ST. JEFFERSON CITY, MO 65101 JEFFERSON HAULING & DISTRIBUTING CO 1020 CEDAR CITY DR. JEFFERSON CITY, MO 65101 PUBLIC HEARING/BILL SUMMARY BILL NO: 2022-104 SPONSOR: Councilmember Lester SUBJECT: Rezoning 9.09 Acres Located in the 2200 Block of St. Mary's Boulevard from C-2 General Commercial to RA -2 High Density (Multi -Family) Residential (Planning and Zoning Commission Case No. P23002) DATE INTRODUCED: February 6, 2023 PUBLIC HEARING: February 20, 2023 DEPARTMENT DIRECTOR: CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: Standard ordinance amending the Zoning Atlas. Origin of Request: Property owner, through the Planning and Zoning Commission Department Responsible: Department of Planning and Protective Services PERSON RESPONSIBLE: SONNY SANDERS/Eric Barron Background Information: This bill would rezone 9.09 acres from C-2 General Commercial to RA -2 High Density (Multi -family) Residential. The purpose of the request is to pursue a residential subdivision of the property consisting of 25 duplex lots. The Planning and Zoning Commission approved a Preliminary Subdivision Plat for the property consisting of one new street and 25 lots. A Final Subdivision Plat is anticipated to be submitted at a future date, and would involve review and recommendation by the Planning and Zoning Commission and approval decision by the City Council. See attached staff reports for more information. Planning and Zoning Commission Review: The Planning and Zoning Commission reviewed the application for rezoning at their meeting of January 12, 2023. The motion to recommend approval of the rezoning to the City Council PASSED on a vote of 7 in favor and 0 against. Public Notice: Standard public notice procedures were followed in advance of the Planning and Zoning Commission meeting and the City Council meetings. This includes (1) publication of the public notice agenda in the Jefferson City News Tribune 15 days in advance of the hearing on the case; (2) notification by letter to adjoining and affected property owners within 185 feet, and (3) posting of a sign at the property announcing the date and time of the hearing 10 to 15 days in advance of the hearing. Public Comment Received: No public comment has been received to date. Fiscal Information: $650.00 filing fee for the rezoning and $625.00 filing fee for the Preliminary Subdivision Plat for a total of $1,275.00 in application fees received. Planning & Zoning Commission Recommendation: Approve. BILL NO. 2022-104 SPONSORED BY Councilmember Lester ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, CHANGING, AMENDING, AND MODIFYING THE ZONING MAP OF THE ZONING CODE OF THE CITY OF JEFFERSON, BY REZONING 9.09 ACRES OF LAND LOCATED IN THE 2200 BLOCK OF ST. MARY'S BOULEVARD FROM C-2 GENERAL COMMERCIAL TO RA -2 HIGH DENSITY RESIDENTIAL. WHEREAS, it appears that the procedures set forth in the zoning code relating to zoning have in all matters been complied with. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The following described real estate is rezoned from C-2 General Commercial to RA -2 High Density Residential: Part of the Northwest Quarter of the Northeast Quarter of Section 11, Township 44 North, Range 12 West, in the City of Jefferson, Cole County, Missouri, more particularly described as follows: From the northwest corner of the Northwest Quarter of the Northeast Quarter of said Section 11; thence S03°20'03"E, along the Quarter Section Line, 586.54 feet to a point on the southerly right-of-way line of U.S. Highway 50; thence easterly, along said southerly right-of-way line, on a curve to the right, having a radius of 2699.95 feet, an arc distance of 865.57 feet (Ch=N71°15'19"E, 861.87 feet) to the POINT OF BEGINNING for this description; thence easterly, continuing along said southerly right-of-way line of U.S. Highway 50, on a curve to the right, having a radius of 2699.95 feet, an arc distance of 622 .93 feet (Ch=N87°02'56"E, 621.55 feet) to the Quarter Quarter Section Line; thence S3°02'00"E, along the Quarter Quarter Section Line, 545.88 feet to the northerly right-of-way line St. Mary's Boulevard; thence along said northerly right-of-way line the following courses: westerly, on a curve to the right, having a radius of 292.03 feet, an arc distance of 174.42 feet (Ch=S66°57'07"W, 171.84 feet); thence S84°03'46"W, 193.72 feet; thence westerly, on a curve to the right having a radius of 708.86 feet, an arc distance of 304.51 feet (Ch=N83°37'50"W, 302.18 feet); thence N71°19'27"W, 48.25 feet; thence leaving said northerly right-of-way line, N16°30'23"E, 130.12 feet; thence NI°22'35" E, 426.82 feet to the point of beginning. Containing 9.09 acres. Section 2. This ordinance shall be in full force and effect from and after its passage and approval. Passed: Approved: Presiding Officer ATTEST: Mayor Carrie Tergin APPROVED AS TO FORM: City Clerk City Attorney Excerpt of Unapproved Minutes JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 5:15 p.m. COMMISSION MEMBERS PRESENT Dale Vaughan, Chair Penny Quigg, Vice Chair Gregory Butler Emily Fretwell Hank Vogt Treaka Young Jacob Robinett Sara Michael, Alternate COMMISSION MEMBERS ABSENT Bunnie Trickey Cotten Shanon Hawk Tom Werdenhause, Alternate Randy Hoselton, Alternate COUNCIL LIAISON PRESENT Michael Lester STAFF PRESENT Eric Barron, Planning Manager Dustin Birch, Associate City Counselor Kortney Bliss, Planner Sonny Sanders, Director of Planning & Protective Services Shane Wade, Civil Engineer Lisa Dittmer, Administrative Assistant Jason Turner, Division Chief JCFD ATTENDANCE RECORD 7 of 7 7 of 7 4 of 7 6 of 7 7 of 7 6 of 7 5 of 7 1 of 1 6 of 7 6 of 7 0 of 2 1 of 2 Guests: Paul Samson with Central Missouri Professional Services, Council Members Laura Ward and Scott Spencer, Timothy A Joseph, Jeff and Jane Schaeperkoetter, Jacob Brooke, Lois Hogan, Teresa Tolksdorf, Joe Scheppers, Jay and Kim Fischer, and Carolyn McDowell. Case No. P23002 — 2200 Block of St. Mary's Boulevard, Rezoning from C-2 to RA -2 and Preliminary Subdivision Plat. Request filed by MATEJO, LLC, property owner, for a rezoning of 9.09 acres from C-2 General Commercial to RA -2 High Density (Multi - Family) Residential and a preliminary subdivision plat consisting of 25 lots. The property is located northwest of the intersection of St. Mary's Boulevard and Heisinger Road and is described as Part of the Northwest Quarter of the Northeast Quarter of Section 11, Township 44 North, Range 12 West, in the City of Jefferson, Cole County, Missouri. (Central Missouri Professional Services, Consultant). Ms. Bliss stated the applicants are requesting a rezoning and a preliminary subdivision plat. The owner is requesting to rezone this property from C-2 General Commercial to RA- 2 High Density (Multi -Family) Residential. A preliminary plat consisting of 25 Tots was submitted that would contain duplexes with a proposal of a new street. Paul Samson with Central Missouri Professional Services (CMPS), representing property owner, MATEJO, LLC, presented the case. The first proposal is rezoning from C-2 to RA - 2. The property currently has a parking lot on it that was used for parking for office buildings that were on the south side of St. Mary's Blvd. Those office buildings have been vacant and the parking lots have not been used recently. The proposal is to rezone to RA - 2 to accommodate a duplex subdivision. The proposed street would be called St. Mary's Circle and the subdivision would be called St. Mary's Circle Subdivision. There will be 25 Tots within the subdivision, each lot would contain a duplex. St. Marys Circle would be 28 feet wide, with parking and sidewalk on one side. Sanitary sewer and a stormwater detention basin will be located in the northeast corner of the property. Water, telephone, and electric will be extended throughout the subdivision. Sidewalks will also be built along St. Mary's Blvd. to the current code. Lois Hogan, resident at 2120 St. Mary's Blvd, lives nearby and is concerned about increased traffic in the area and inquired if there have been any traffic studies in the area. Ms. Logan advised vehicles are already parked on both sides of the street on St. Mary's Blvd. and it is congested in the area and worries about the increase with 50 additional households. Mr. Barron advised the trigger within the zoning code for a traffic impact analysis is 75 single family units or 50 duplexes being constructed. The current proposal is 25 duplexes, so it does not trigger the requirement for a traffic impact analysis. Ms. Bliss advised staff recommends approval of the rezoning from C-2 to RA -2, the proposed multifamily use is compatible with uses in the area to the east and is in alignment with the future land use in the Comprehensive Plan. The subdivision plat would need to address technical comments from staff. Mr. Wade advised public infrastructure is existing in the vicinity. The proposed street will serve the 25 proposed two -unit lots. Sidewalk is proposed along one side of the new road, St. Mary's Circle, and along St. Mary's Blvd. Utilities have been proposed in accordance with subdivision standards, including street lights and fire hydrants. Traffic impact is not a requirement due to the zoning code, but the consultant has identified the site distance from both intersections of the new roadway onto St. Mary's Blvd. and those distances seem to be adequate for standard design criteria. The four specific lots that are on the frontage of St. Mary's Blvd. are to be restricted in regard to driveway access to the new proposed road and not to St. Mary's Blvd. (lots 1, 15, 16, and 25). St. Mary's Blvd. is a connecting road form Missouri Blvd. to Dix Road, serving primarily residential development to the east. There are some commercial properties to the west of this, but the engineering division feels like the street should be designed to handle this additional amount of traffic from the character of the roadway as it is today. The engineering division would recommend approval of the proposal, subject to technical corrections being addressed on documents prior to the final plat being submitted for consideration. Mr. Wade advised one of their technical comments is to correct the ordering of the lot numbers. Ms. Fretwell moved and Mr. Robinett seconded a motion to recommend approval to City Council of the proposed rezoning from C-2 General Commercial to RA -2 High Density Residential. The motion passed 7-0 with the following votes: Aye: Butler, Fretwell, Michael, Quigg, Robinett, and Vogt, and Young. Nay: None Ms. Fretwell moved and Ms. Quigg seconded a motion to approve the Preliminary Subdivision Plat of St. Mary's Circle Subdivision with the following conditions: a. Address technical comments by city staff. The motion passed 7-0 with the following votes: Aye: Butler, Fretwell, Michael, Quigg, Robinett, and Vogt, and Young. Nay: None Jefferson City Planning & Zoning Commission January 12, 2023 Case No. P23002 2200 Block of St. Mary's, B a Meyers i.ATEJG, LLC 1. Rezoning from G-2 General Commercial to -2 High Density Residential 2. Preliminary Subdivision Plat N (1 N Q SD 7 al z -6- en n - ry A- b d d W Q P b T U - d 0p 6d 0 uotjsspvw to Buwoz Bulamew uosiallar Am3 City of Jefferson Planning and Zoning Commission VICINITY Case No. P23002 2200 Block of St. Mary's Boulevard O. 230. 46o. , t. Rezoning from C-2 to RA -2 and Preliminary Subdivision Plat: PLANNING STAFF REPORT JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 Case No. P23002 — 2200 Block of St. Mary's Boulevard, Rezoning from C-2 to RA -2 and Preliminary Subdivision Plat. Request filed by MATEJO, LLC, property owner, for a rezoning of 9.09 acres from C-2 General Commercial to RA -2 High Density (Multi -Family) Residential and a preliminary subdivision plat consisting of 25 lots. The property is located northwest of the intersection of St. Mary's Boulevard and Reisinger Road and is described as Part of the Northwest Quarter of the Northeast Quarter of Section 11, Township 44 North, Range 12 West, in the City of Jefferson, Cole County, Missouri. (Central Missouri Professional Services, Consultant). Nature of Request A request was filed for both a zoning map amendment and preliminary plat for a parcel having 9.09 acres. The parcel is located along the 2200 Block of St. Mary's Boulevard and is currently zoned C-2 General Commercial. The owner desires to rezone this property from C-2 General Commercial to RA -2 High Density (Multi -Family) Residential; matching the zoning designation of the property to the east. A preliminary plat consisting of 25 lots was submitted by the applicant. The plat and other application materials suggest the proposed land use to be duplexes. Review and Approval Process: In accordance with the City Code, rezoning requests are reviewed by the Planning and Zoning Commission. The Planning and Zoning Commission makes a recommendation to the City Council and City Council comes to a final decision. The Planning and Zoning Commission are the entity responsible for reviewing and coming to a final decision concerning preliminary plat proposals. Zoning History: The Planning and Zoning Commission did have one prior case involving the property as part of the current request in addition to some property adjacent west. The case occurred in 1984 and was an application for a rezoning from RA -2 to C-2. Documentation from the case file suggests that the applicant of the case desired to rezone the property for the ability to make the property more suitable for development with respect to factors such as character of the area and terrain of the property. Zoning And Surrounding Land Use Current Zoning: C-2 Current Use: Undeveloped Requested Zoni g: RA -2 Intended Use: Duplex/Multi Family Development Surrounding Zoning Surrounding Uses North M-2 Highway 50 South C-2 Office, Parking East RA -2 Multi Family Residential West C-2 Distribution Business Allowed Uses: Permitted uses within the RA -2 zoning district include single family, duplexes, multi -family buildings including large apartments, and assisted living facilities. Review Criteria for Rezoning: Section 55-74 B.4, lists review criteria for consideration of an amendment to the zoning ordinance text and zoning map. This case involves an amendment to the zoning map. The applicant has provided written responses to the review criteria for a rezoning. See attached application materials. City staff have also provided responses to the review criteria in the next section. Staff Analysis of Rezoning Proposal: Standard checklist for rezoning: Yes No Notes: The existing zoning was in error at the time of adoption. X The Future Land Use Map of the Comprehensive Plan calls out the area to be used for suburban mixed use which includes multi -family uses. There has been a change in character in the area due to installation of public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions. X The area to the east has developed primarily in a multi -family manner. There is a community need for the proposed rezoning. X The proposed rezoning would establish a zoning designation suitable for and which would allow the addition of multi family housing options in the city. The proposed change is consistent with, and in furtherance of, the implementation of the goals and policies of the comprehensive plan, other adopted plans, and the policies, intents and requirements of this ordinance and other City reputations and guidelines X The proposed rezoning would conform to the standards of the Zoning Code and aligns with the goals and objectives of the adopted comprehensive plan. The proposed zoning is compatible with the zoning and uses of property nearby. X The rezoning and proposed land use is compatible with multi -family uses to the east. Standard checklist fix. rezoning: Yes No Notes: Public and include; sewers, protection, roads, libraries, disposal, authorized corrrrnunity facilities, which may but arenoe limited to, sanitary and storm water, electrical service, police and fire schools„ parks and recreation facilities, and solid. waste collection and X Existing facilities and services mist in the vicinity. , Authorized capacity vicinity uses. shall not adversely affect the or safety of the street network in the of the property. X The nearby road network:and proposed roadway should have tl capacity in order to facilitate the use's traffic impacts. . Potential enviro.nmentai impacts (e.g., excessive storm water runoff, water pollution, air pollution, noise pollution, excessive lighting, or other environmental- harms). of authorized uses shall be mLitii :ed.. X Potential environmental impact of the site have and will further be reviewed by city staff with respect to the City Code_ There: i subject accommodate an adequate supply of land available in the area and the. surrounding community to ate the zoning and cornmunity needs. X The property to be: rezoned should be adequate and able to accommodate- zoningand community needs.. There is anted for mare multi -family property in the community. Benue preapoctA slims be derisaed lay the community or area X Rezoning of the subject site would provide a proposed.: use which. has the potential to. bend -it the community with an: increase is availability of multi. family' housing. Preibninary F1�it The preliminary subdivision plat is subject to and receives review with respect t Citv Cade requirements laid out in Cat 33 The Subdivision Code and Chapter 35 Zoning Code. A rezoning approval to a RA,. -2 designation requites the subdivision to comply with density and: dimensional standards, of that particular dish, .. This includes lot size and width specifications. Proposed Sian/division Namet St. Marys Circle Subdivision Acreage: The total size of the subdivision is 9.09 acres. Number of Lets 25 lots are shown on the Final Plat. Lot Sizes: According to the final subdivision plat submitted by the applicant, lot. size as well as shape will vary wi i f e 6 being the largest at 0.62 acre and lots 17, 18, 19, 22, 23, and 24 being the smallest a0. o.20i acres. Mail Service.: Means of mail service for the subdivision appear to not be yet determined. This can be determined at a later date. It is likely that the subdivision will be served by cluster boxes. Sidewalks: Sidewalks are proposed for the frontage along St. Mary's Boulevard and one side of the proposed roadway. Parking: The proposed street width would support parking on one side ofthe street. Parking is typically permitted on the same side as the sidewalk in residential subdivisions. Streets: A new roadway named St. Marys Circle is proposed. The right-of-way is shown as 60' and the road itself being 28' in width. Such roadway would need to conform to all applicable city standards. Traffic: A traffic impact analysis is not triggered for the proposed 25 duplex development. The Zoning Code requires a traffic impact analysis for 50 duplexes or more. Utilities: Fire hydrants, street lights, water, sewer, gas, electric, and etc. are shown on the plan and are subject to review and comments from staff both in the preliminary and final phases of the plat. Staff Recommendation Rezoning from C-2 General Commercial to RA -2 in addition to the proposed multi family use is suitable and compatible with uses in the area and is in conformance with the future land use plan in the Comprehensive Plan. The rezoning would increase the multi family housing within the City of Jefferson. Subject to the technical comments of city staff, the preliminary subdivision plat appears to meet applicable requirements of the City Code. Form of Motion 1. Motion to recommend approval to City Council of the proposed rezoning from C-2 General Commercial to RA -2 High Density Residential. 2. Motion to approve the Preliminary Subdivision Plat of St. Marys Circle Subdivision with the following conditions: a. Address technical comments of city staff. Jefferson City Planning & Zoning Commission Meeting Engineering Division Staff Report Thursday, January 12, 2023, 5:15pm Item 6. — New Business/ Public Hearings Case No. P23002 — Preliminary Subdivision Plat, St. Mary's Circle Subdivision, 2200 Block of St. Mary's Blvd. (Existing RA -2 Zoning) ENGINEERING STAFF RECOMMENDATION - Recommend approval, subject to technical corrections being addressed on documents prior to the final plat being submitted for consideration. Existing Infrastructure Summary • Public infrastructure exists along St. Mary's Blvd. • Storm water facilities exist in the vicinity. • Sanitary sewer facilities exist in the vicinity. • Sidewalk does not exist in the vicinity. Improvements Summary Roadway • St. Mary's Circle is proposed as a local street serving 25 two (2) unit lots. • The street is proposed as a 28' wide street, no parking to be allowed on one (1) side of the roadway. Storm Water / Erosion Control • A storm water detention/ storm water quality basin will be located at the northeast corner of the subdivision. • A proposed drainage system will collect all drainage from the subdivision and direct it to the basin indicated. • An erosion and sediment control plan has will be needed as a part of future infrastructure plans. • See the enclosed email regarding specific comments needing addressed on the preliminary plat regarding these facilities. Sanitary Sewer • All proposed lots in this development are to be served by a new sanitary sewer main extension that ties to the existing main at the northeast portion of the subdivision. Sidewalk • Sidewalk is proposed along one (1) side of St. Mary's s Circle. Sidewalk is proposed along the frontage of St. Mary's Blvd. p.2 Fire Hydrants / Street Lights/ Utilities • Facilities proposed within the subdivision are in accordance with City standards. • See the enclosed email regarding specific comments needing addressed on the preliminary plat regarding these facilities. Review Status of Documents- • The preliminary plat has been reviewed and, with the items listed on the attached email being addressed on the plat by the consultant, will be in generally in good order. • These review comments referenced on the attached email have been sent back to the consultant for consideration, and will need to be addressed prior to Planning and Zoning approval. Wade, Shane From: Wade, Shane Sent: Thursday, January 5, 2023 12:41 PM To: Paul Samson Cc: Barron, Eric; Bliss, Kortney; Bonnot, Len Subject: Preliminary Plat for Joe Schepper's Property, 2200 Block St. Marys Blvd.- "To be determined"- Planning and Engineering Review Comments Hi Paul - Please find below, our list of initial review comments for the preliminary plat, per our internal meeting/ review we had yesterday. After you have had a chance to look over the items, we (Eric, Cortney and 1) would like to have a phone call with you to discuss in further detail. Items are as follows - 1. The storm water detention/ water quality basin, as discussed during our pre -meeting, needs to be maintained by the City. It will need to be placed on a Reserved Tract for the City of Jefferson to maintain in the future, not a Lot to be developed for the subdivision. The Tract should have enough street frontage to allow for an all weather access driveway to be placed on the tract, similar to ones that you have proposed previously for other residential subdivisions within the City Limits. All of this should be shown/ identified on the preliminary plat. 2. How does the drainage system drain into the basin? (It looks as if it is directed directly to MoDOT r/w. Will the street drainage/ eastern most draw from St. Mary's Blvd. also drain into this basin? What are the approximate limits/ general area of the basin at this location? DI -3 and DI -4 are shown as junction boxes on the plan, but area inlets with drainage area and flow noted in the drainage calculations. Please clarify. These items should be addressed, shown/ identified on the preliminary plat. 3. Where will mail service be provided for the subdivision? (The Reserved Tract for the storm water basin could be an option). 4. Adequate sight distance should be identified at the two (2) street intersections with St. Mary's Blvd., both to the west and to the east from each intersection. 5. Driveway access restriction to St. Mary's Blvd. from Lot 1,15,16 and 25 should be noted, as access is indicated from the newly proposed street for each of these lots. The north side of St. Mary's Blvd. is currently signed as no parking. This should be noted on the plat. 6. Street lights will be needed at the intersections of the new street with St. Mary's Blvd. It appears that that power poles will need to be relocated at these locations. The new power pole locations (if known) as well as intersection street lights will need to be shown on the plat. 7. Slope(s) of the proposed street should be identified on the plan. 1 /%drainage area map should be provided for the dsa"nage calm latinns. shown. 9'_ The' name of the street should be identified. la The name of the: subdivision should be identified. ti.. Is there a reason that there is a drainage easement exists between rots I6,.17, 18, 23,24 and 25? I4o drainage system is proposed in this area. We shall; be: in uch here in a. fittfe while. Thanks - Shane Shane Wade, P Plan Review and Development Engineer City oflefferson Dept. of Public Works Engineering Divisio n 5:73.1534.6449: 0 573.6 &&467 E swade@ ieffersancitvmo.eov 2 Oty of,fef! rson P ''ar3nufY ofMemoirrg $; Protective Semites- 320E. ftCa►Y§r.SYre'2! .bfferson Cfty;.17 637(11 P6oac-3?3-634-647,0 vevsw:feffersarrciryrmcigov APPLICATiON FOR ZON3NG AMENDMENTS I.. The undersigned' hereby' petiTans the Manning and Zen COrfirni SibTP arrd city Counctt of the Cityof Jefferson, ➢ iSsouri,, for the fo1lawing amendment to the Zoning CO et Map Amendment Text Arnend crt: (include description of propubed text: amendment) prvpertyAddress` 22.00 SL Mary's Bivci. Jefferson Cry, MO 2'_. Applications for Map amendments shall include: a 'neaten tri p) and legafi description, 3.. This petition recasts to) rezone, the above described real estates fanrcn its present crassiTcattnn of C-2 diistrid to RA -2 district The purpose off Miasma:ming rer4 r f i lb: Build an Apartment/Duplex Subdivision 4.. Filing fee; MV1ap Amendment = $6:50. Text Amendment = $450_ 5.. Reqpired Findings: Applicant responses, to the required finding shall 119 nab in Addendum A and vary based or. ttwe of request. 6, The undersigned certify to, be. all of the m ; of Me above described garopeIty and that the. subsrualle.d infonratioaa (in iudiiracg- aff attarrobraerrits, to, abis apparatiosa i tare, and correct, I'M ascniirs of this enty t_ sign and the signatures Roasbe: notarized tope y Owner Signatare Jae ScheppersfOutener Printed N'ame[Fdie (type or print) Properly ear,~ Signature Printed iSfameirdie ftype Sufassrled and sidaorrtr befote me Vs 1 44day of br rfEtage7 44,,.... 0 Er o C l � ; 0,122, 7sz2.2— EEotiza Ith6TA----- -de ary FQrCIIjy Me! On4r.- Appftcatfi n ruing E Nap. Amendment. $85 44504. ) Ackertrsing Eye)! • Text A rmiendrnent= $451 ($25C' MD) Acker tfsfragFee): Ap Brat r Flirt Fee Ede im;d:. Bashi �receipQ, F [I Check C ettea Attachin tea,: LJ Addendum A. Map' n AppEcararP•oject tifunnatinn' Sheet; frldrirkirail Lomeeanteati4eA 4Coardinatorat..(.5/46146670?are e accommadeabas er a IkEroative.femaleasregrfrad=lerfha A'rliefiCarrs wdt lDoita6r7li;esAlct. Pleas* af{awthree 6cisiness;grays, to pozasttha:rrgegreaf (Fe 'urged Ark 2111/1811 Page 1 a!6 Jefferson City Zoning Amendment Application Addendum A — Review Criteria To be used to support zoning amendment requests. (Section 35-74.B.4) Property Address 2200 St. Mary's Blvd., Jefferson City, MO Applicant Name MATEJO, LLC - Joe Scheppers Provide responses to the following required findings by selecting all criteria that apply to your request. State all reasons for your answer and use additional pages to complete your answer if necessary. A. The existing zoning was in error at the time of adoption. Explain. There was not an error at the time the existing was adopted. B. There has been a change in character in the area due to installation of public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions. Explain the change and be specific on which public facilities, other zone changes, new growth trends, neighborhood deterioration, or development transitions that effected the change. The current zoning was adopted due to the commercial nature of the adjacent properties to the west and the south. The proposed rezoning is an extension of the existing residential zoning to the east C. There is a community need for the proposed rezoning. (i.) What will the proposed zoning be? Residential Duplex/Apartment Subdivision (ii.) Why does the community need this zoning? To increase Residential Housing D. The proposed change is consistent with, and in furtherance of, the implementation of the goals and policies of the Comprehensive Plan, other adopted plans, and the policies, intents and requirements of this Ordinance and other City regulations and guidelines. The Comprehensive Plan shows this property as Suburban Mixed Use. The proposed RA -2 zoning is consistent with the Comprehensive Plan. Page 2 of 6 E They ptetiFrst d zoning is compatite ter; the zoning and uses of property nearby. Property North — M-2 Property South — Cr2 Property East — RA -2 Prey West — G2 F. Public and commonly�„ tuhi meg indirriP, but are not ignited to, san�ry and suss s,,traha r electrical �..p cf 1cal service, ponce and p�i�' ,no schools, parks ant? �fon es� roads, ,�; � a W d costa cotlecgon and rietprignr, are avadabils arid ante to serve uses authorized under the proposed zoning fast pubffe and ccunrrvr+ 'facr s a ile CIO ffire sib Santary Sewer- Ctly of Jean Water Supper MissouriAnperitar Electric- Arneren Gas- Arneren Telephone- Brightspeed G. A traffic impact analiysis has been provided to indicate the potential der of new trips generated and pravisibns are provided to mitigate impacts of frra > -generating projects. Se+a'rar 6(2.Traffi knpacti etssis rig vehicle trip thiredzotes and &Arc limp analysis regufrements) The size of the proposed deveiispirient does not reams the threshold to require a Tra [impact analysis FL Authorized ized uses shraif not adversek affect the capacitor safety of f i e street network in the vicinity of the property. . &matte the plaileSed VW. Residential DuplexiApartnent Ca eat Scsioo �h nu the proposed ease arkersery affect capactiy or salmi of the street neaaaa in the tatikulkafrite prcpeet ts9 rifito ymcae ' Not because East neighborhood already has RA -2 classification. The inaeased *arc vo/urne will not excede treett capacity. N. Polardal envtironin n to hag/acts�( elocessive skiettAt taeater runoff, water �, air Worm, naisepcdulim e ceasike Ighting, ar air erraiiwavn taB harms) offauthorized uses sitaAl be o. List any gefeaffet The primary imps „/T,`s be irbareased storm water runoff This be mitigated by the constructiOn of a step water deteintiorthrater quality basin. J. There is an adequate sup* o rand walkable km the waged: area and the suinounting carrmarnrrrity fa accornrriortate the zoning and coramunity made. Yes K. Benefits shaft be deed by the cornemarrnikr or acres proposed to be aecoFed. List benefit at t is proposed Increase ResidenialaB HeitSing Pag•3ofe l � d+ � cu ce Cote County Missouri 4git 4W Jc. 10) M at 4.4 1x, 140 ItrP.PLI i!Y 5.1 _>,y , .vr R Mt'Igi '~ -- P4 rr!. f'r/=fbi01 calls! ATCO *WREN. lu:am...,S. 7,x -1" p1waan rOR e r�r '7fk�'F M , , ,_-.- ,� ,1111\" r l fd 1 "/ •111. ti%I11 f ,.///, 1 irrl�1 010111�p rjw, r. 71 !//. 1q' r r. "1113.„/ •'/f r`i"•i f 'fr. r. 1I 1 ,Sa r-.1 y�rf:ff1. ,‘4..j ks l l Z- 1 ' 11,�,1�+f, i , -r,1 !.}1'•:` ::.:,: 1 r41F.,rrrr"kieOrt 144i4t! i 11 tk 1r ' i 1 r., '1:7e-7,- .. 0 .. .. .. . r.s.n at. r. ur_ xev n 4:4 tr.+ru w�,1R 4airf 4.1 L., 4 K 4A .n .a 1f..F., f� "TO BEDETERMINED" SUB©IVISIQN PRELIIV NARY PLAT put oR G'fa wW q, HE of 41pq, t11 ?44 N, R j2W JeAgrson Gl;y, Qalt, Ca ugAyf MQ Area; 4,4D agres Pr1, 34.6 i 4zrul 11ig1 I 3ropa5Cd on RA ,A pass.dant141 GEIlR i. Iv §aWS11V -11 l RN P�t:tIM1 11,, V41%4104 W! 441M. M v:-i, µat e s9's.f P IV . ▪ M1A17tfl�I %4 1 1911 1 !af '1 ' 47 r6rpr W i4 II c4ms, *I t. YYa91t n &W WY �1 SvN. 10. -1y a,V11 H 9 1 7K. N waR. 1. ,M w w p uiii9DA t.Ya,� wl 1/?' la. , +II �a ll M.aw ▪ FOp k terer4,„4 tr4, h? 4?nsoO}��a,V � �.M14 pM 4 4�6 ▪ tr C ➢'rold c ua, .1 !'1 A: rl ,qa4 n NIO 01, e )9' Rwwar, N' u. I U1th a 4-0 F M .' a fs w . 1 :1.wc iraO h<� 1 J t4? ?r � 1,4 N 41-1A.ZI 1411.113 1W4.0 rfrfnt SITE LOCATION MAP 52 a uJ IJ .I 0 04 co ow co w rL 411 N LLA d Su wQ c v„ ra VA 4,157 lu pl. 0,44 rose. uCt1 BB0.4I FLAT 1 1 A, I Cites orJ&&fe .ton Department ea Manning: its Prrecrrve Seruices alt E.Y1reCar4 St .leffersorr City, 63'tOr December 27„ 2022 Dear Property Owner: Carrie Terms, Mayor Sonny Sanders, AtfE , AfiQcffi Ph ner 5,7 3a6344410: Fax 5.31J434'-1451 This letter is to notify yomf that the. Jefferson City rotating dElJ Zoning Commission; willi meet: at 515 pin. ori Thursday',, January, TZ 20223: in. the Council Clrarnters of the John G_ Clingy itffunieipall l3 aili'ing, 320 East: McCarty Street. to consider the following, matters (see map on back : Case. No_ P23002. -- 2200 Block of StMary's Boulevard,. Rezoning from C-2 4n R'Ar2 and Prerulsinary Subdiuision Plat. Request tied by MATEJQ fLC„ property. owner, far a rezoning of 9...0a acres; from C-2 General Cornmerciaf fa R-2 High Density, (Mufti:-Farrcity, Residential and a preliminary subcliWsnomt plat consisting of 25 lots, The prop -sty is, located northwest of the intersecti n, of St. Ivory's; Bmuleuand and Heisinger. Road and is. described as Part of'the Waft:rent Quarter of the Iltortheast: Quarter olt sQrtrusrru 11, Township 44 ltlor tip.. Range 112 West. in the Citjr a Jefferson, Cole: County,-, Missouri, (Cemt'rrat Missouri) Professional. Services, C.hnsr-itEain _ As a nearby landowner a.ricktir neighbor,. you are being provided nofice &this heartiiag` rternsifelly, orre are unable to record corm me.nit ; received by'telephone,. however, wriffe..nt commernts may bet directed in the Planning and Zaling Crarmrmsirsnnm: in one of the foilOwirig may e-m.aii: ,LCl fern ilingaieffers3amcymo_gacr fax: Dept of Pfiamnirrr and Protect fre Services f' Ptarining Division 57/3432 -6f,S71 naL Dept. of Planning and Protective S.ervices f Planning Division: John . Christy Municipal Sur7rlin ,. E McCarty Street J:efransoni Mq, MD 651101 Mitten comments neceikedl an our before 200 p rn. an the dap of the meeting wai1 tie made at part of the official record and copied arid] distributed to Cornati5'.aiutt. members at ter meeting_ Those unmh 1-4 re prauai !!e 'fir. comments; i nt advance arre invited d delver their commentsft the Commission Chairman amt±y at the meeting_ CorreSpondernee re iaed after 1._10 pm_ on the day of the meerring will be included in the officiall rircord,, hut there, is not gnairantee that copies will kre made far digribuffoni tray aid] Cararniissiim rmelartinerM, For your information, this cease is tentatively scheduled for a public hearing Ffilf front re the edly Coerma on Fehruary 20,. 2021 The Caly Coma meets at &::tom p.m. in the Cermet Chambers of the Mtn G. Christy Municipal Building, 32 East kfcCarty Street.. information regarding this case may be viewed on. the Warming and Zoning Commission ission vtr ftrpage at het{ _ Iwsrn ieffersoricitym000vioovernmeritipiannintotplanninq and zoning commission.php Pfease contact the Planning and Zug Etivision via plane at 571.534_6573 with pestment cuesiaennrs,_ Best Regards,. Kcrtney Bliss. Planner 1 rrrei'i +clira>ll dioufcfl eomeat fdfna rat (513)) 6M-6323 fa cequaest aca:o;nunaydaderas: or al ermelisve foaapa as: regrsfrerf anda-theArn ernaaen45 f sa#st`iitfes Act. Please ailtur e her: h€rsim sa days; to pitorAsz the rerFe5L Please calf] Q573,) 63'4-6410; with cluesticrns regarding agendia+ items:. Case, No. P23002 2200 Block of St. Mary's Boulevard Rezoning from. C-2 to RA,2 and Pre&iminaily Subdivision Plat 185 ft Notification Buffer 0 100 200 400 5 600. 803 Feel Jefferson City Planning and Zoning Commission Property Owner list Case No. P23002 2200 Block of St. Mary's Boulevard BROOKE, JACOB 2120 ST MARYS BLVD #B-1 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT B1 BLVD MO 65109 CAPITOL TRACE L L C % JEFF W SCHAEPERKOETTER REGISTERED AGENT 320 NISHODSE BLUFF JEFFERSON CITY, MO 65101 2110 ST MARYS BLVD MO 65109 CINCINATTI CAPITAL PARTNERS 437 L L C ATTN:BUCHHEIT ENTERPRISES INC 33 PCR 540 PERRYVILLE, MO 63775 2304 MISSOURI BLVD MO 65109 CRABTREE, JAMES N & SARAH L 1711 SARAH LN JEFFERSON CITY, MO 65101 2120 ST MARYS UNIT B4 BLVD MO 65109 F& F DEVELOPMENT L L C PO BOX 105045 JEFFERSON CITY, MO 65110 321 NORMAN DR MO 65109 HOGAN, LOIS A 2120 ST MARYS BLVD UNIT B3 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT B3 BLVD MO 65109 IDEL, LARRY SHAWN & KIMBERLY M 3769 STATE ROAD AA HOLTS SUMMIT, MO 65043 2120 ST MARYS UNIT A6 BLVD MO 65109 JBJCPROPERTIES L1C PO BOX 1351 JEFFERSON CITY, MO 65102 2121 ST MARYS BLVD MO 65109 MATEJO L L C 849 WEATHERHILL RD JEFFERSON CITY, MO 65109 2217 ST MARYS BLVD MO 65109 12/29/22 MEHMERT, MATTHEW W 2120 ST MARYS BLVD #B2 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT B2 BLVD MO 65109 MILLER, FLOYD E JR 2120 ST MARYS BLVD #A5 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT A5 BLVD MO 65109 NEW STANDARD PROPERTIES L L C ATTN:DAVID J DRANE/DANIEL M BURKS 12001-70 DR SW COLUMBIA, MO 65203 400 DIX REAR RD MO 65109 PETTY, PATRICIA 2120 ST MARYS BLVD JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT A2 BLVD MO 65109 RODEMAN, LINDA K 2120 ST MARYS BLVD UNIT Al JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT Al BLVD MO 65109 Jefferson City Planning and Zoning Commission Property Owner list Case No. P23002 2200 Block of St. Mary's Boulevard 12/29/22 SMITH, EARL LJR 2120 ST MARYS BLVD #A3 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT A3 BLVD MO 65109 STERLING DEVELOPMENT GROUP INC 4605 APPLE TREE LN COLUMBIA, MO 65203 2108 ST MARYS BLVD MO 65109 THOMPSON, JOSHUA 2120 ST MARYS BLVD #A-4 JEFFERSON CITY, MO 65109 2120 ST MARYS UNIT A4 BLVD MO 65109 WEST APARTMENTS L L C % COLONIAL MANOR APTS 2111 DALTON DR UNIT B JEFFERSON CITY, MO 65109 2111 DALTON DR MO 65109 PUBLIC HEARING/BILL SUMMARY BILL NO: 2022-105 SPONSOR: Councilmember Lester SUBJECT: Approval of a PUD Plan Amendment for Property Located at 311 Bolivar Street, to Change the Number and Orientation of Parking Spaces Adjacent to Wall Way. (Planning and Zoning Commission Case No. P23003) DATE INTRODUCED: February 6, 2023 PUBLIC HEARING: February 20, 2023 DEPARTMENT DIRECTOR: CITY ADMINISTRATOR: Staff Recommendation: City Staff have a neg ive recommendation on this proposal. Summary: Standard ordinance approving a PUD Plan Amendment. Origin of Request: Property owner, through the Planning and Zoning Commission Department Responsible: Department of Planning and Protective Services PERSON RESPONSIBLE: SONNY SANDERS/Eric Barron Background Information: The property consists of 0.38 acres of property zoned as PUD, Planned Unit Development. A Preliminary PUD Plan to construct a 2,500 sf 2 story building for a coffee shop, roastery and short term rental was approved by the City Council on October 19, 2020. The approved PUD plan outlines the site design with main parking lot accessed from Bolivar Street and smaller parking area accessed via driveway from the alley on the northern side of the property. The proposed amendment would change the parking area along the alley to "head in" parking off of the alley, with a total of 8 spaces adjacent to the alley. Please see the attached case packet for more information. Planning and Zoning Commission Review: The Planning and Zoning Commission reviewed the application for PUD Plan Amendment at their meeting of January 12, 2023. The motion to recommend approval of the proposed PUD Plan Amendment to the City Council FAILED on a vote of 3 in favor and 4 against. Public Notice: Standard public notice procedures were followed in advance of the Planning and Zoning Commission meeting and the City Council meetings. This includes (1) publication of the public notice agenda in the Jefferson City News Tribune 15 days in advance of the hearing on the case; (2) notification by letter to adjoining and affected property owners within 185 feet, and (3) posting of a sign at the property announcing the date and time of the hearing 10 to 15 days in advance of the hearing. Public Comment Received: Jane Schaeperkoetter, 320 Nishodse Bluff, spoke in favor of the request. Mrs. Schaeperkoetter spoke on the parking impact with respect to the subject site and nearby Fire Station 1. Fiscal Information: $700.00 in application fees were received. Planning & Zoning Commission Recommendation: Negative Recommendation BILL NO. 2022-105 SPONSORED BY Councilmember Lester ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING A PUD PLAN AMENDMENT FOR PROPERTY LOCATED AT 311 BOLIVAR STREET. WHEREAS, Capital Opportunity Fund, LLC, owner of the real estate hereinafter described having submitted a PUD Plan Amendment of said real estate described as follows; The northerly part of Inlot No. 424 in the City of Jefferson, Missouri, more particularly described as follows: Beginning on the westerly line of said Inlot 10 feet northerly of the southwesterly corner of said Inlot, thence northerly with the westerly line of said Inlot 188 feet 9 inches to the northwesterly corner thereof, thence easterly with the northerly line of said Infot 104 feet, 4.5 inches to the northeasterly corner of said Inlot, thence southerly along the easterly line of said Inlot 138 feet, 9 inches, thence in a westerly direction along and with the northerly line of the railroad land to the place of beginning. Containing 0.38 acres, more or less; and WHEAEAS, it appears that the procedures set forth in the Zoning Code relating to amendments to Planned Unit Development plans have in all matters been complied with, as said property owner submitted to the Planning and Zoning Commission and City Council an Amended PUD Plan for the above referenced property. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The PUD Plan Amendment, on file as Case No. P23003 in the Jefferson City Planning Division, is hereby approved for the land referenced above. Section 2. Conditions of the Preliminary PUD Plan approval, contained in Council Ordinance 16083, shall remain in effect. Section 3. This ordinance shall be in full force and effect from and after its passage and approval. Passed: Approved: Presiding Officer ATTEST: Mayor Carrie Tergin APPROVED AS TO FORM: City Clerk City ttorney Excerpt of Unapproved Minutes JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 5:15 p.m. COMMISSION MEMBERS PRESENT Dale Vaughan, Chair Penny Quigg, Vice Chair Gregory Butler Emily Fretwell Hank Vogt Treaka Young Jacob Robinett Sara Michael, Alternate COMMISSION MEMBERS ABSENT Bunnie Trickey Cotten Shanon Hawk Tom Werdenhause, Alternate Randy Hoselton, Alternate COUNCIL LIAISON PRESENT Michael Lester STAFF PRESENT Eric Barron, Planning Manager Dustin Birch, Associate City Counselor Kortney Bliss, Planner Sonny Sanders, Director of Planning & Protective Services Shane Wade, Civil Engineer Lisa Dittmer, Administrative Assistant Jason Turner, Division Chief JCFD ATTENDANCE RECORD 7 of 7 7 of 7 4 of 7 6 of 7 7 of 7 6 of 7 5 of 7 1 of 1 6 of 7 6 of 7 0 of 2 1 of 2 Guests: Paul Samson with Central Missouri Professional Services, Council Members Laura Ward and Scott Spencer, Timothy A Joseph, Jeff and Jane Schaeperkoetter, Jacob Brooke, Lois Hogan, Teresa Tolksdorf, Joe Scheppers, Jay and Kim Fischer, and Carolyn McDowell. Case No. P23003 — 309 & 311 Bolivar Street, Amendment to PUD Plan. Request filed by Capital Opportunity Fund LLC, property owner, to amend the approved PUD Planned Unit Development plan to change the number and orientation of parking spaces located on the north side of the property adjacent to West Wall Way. The property is located on the northeast corner of the intersection of West McCarty Street and Bolivar Street and is described as the northerly part of Inlot No. 424, in the City of Jefferson, Cole County, Missouri. Mr. Barron stated the applicant is requesting an amendment to a PUD plan for the business Three Story Coffee. The proposed amendment for this plan deals with a portion of the parking lot located adjacent to the alley. Fire station one is located to the north of this property across the alley. The basis of the staff recommendation on this case is fire department concerns about impact on emergency services. Mr. Turner spoke on behalf of the Jefferson City Fire Department. Initially, when this request came in, the fire department was in favor of no parking due to assets and resources that are at fire station one that are needed access to quickly in the event of an emergency. After discussion with the property owner and developer, the fire department agreed on two parking spots in the area. Mr. Turner shared information from previous e - mails between city staff and Jeff Schaeperkoetter when Mr. Schaeperkoetter stated "we will make every reasonable effort to reduce the impact on the fire department's operational requirements" (9/4/2020 e-mail). The fire department wants to reduce the risk of what it will do to the fire station to get their resources in and out of the facility. Mr. Turner advised there was no prior discussion of going from two to eight parking spaces. Mr. Robinett asked for clarification with Mr. Turner about four parking spaces. Mr. Turner advised the initial agreement was two parking spots total, four parking spaces (two spaces on east, two spaces on west) were agreed upon and approved administratively in July 2021. Property owner Jeff Schaeperkoetter, with Capital Opportunity Fund LLC, presented the case. Mr. Schaeperkoetter stated that he believes the fire department has the ability to create their own egress out of their building. There are currently four parking spaces that were approved by the city, but Mr. Schaeperkoetter believes there is room for eight parking spaces. Mr. Schaeperkoetter advised the fire department received $30,000 a year in lease payments for the communications tower on the property. Mr. Schaeperkoetter suggested the fire department should use that money to build their own access and stop depriving the property owner the right to use a public way that adjoins their property. Co-owner Jane Schaeperkoetter, resident at 320 Nishodse Bluff, also spoke regarding the request. Ms. Schaeperkoetter advised there are currently four spaces that have been striped with a concrete abutment coming out as laid out in the plans. Everything has been done by the plan that was set up, with parking parallel to the building. The fire department does have signs up on their property, but has not done anything more to the alley way to show that is it a fire lane. Ms. Schaeperkoetter advised she has not seen one time where there has been a problem with vehicles exiting at the same exact time as a vehicle from the fire station. Ms. Schaeperkoetter believes anyone parked there would stop and let the fire department go thru and would not pull out in front of a fire vehicle. Ms. Schaeperkoetter advised they would like eight spaces instead of the current four because staff currently park on the street, which takes up other parking spots for people that want to come in and have a cup of coffee. Ms. Schaeperkoetter stated she does not believe any reasonable person will get in the way of a boat or any other vehicle coming out of the fire station. Mr. Schaeperkoetter answered questions from commission members regarding business hours, a possible future Air B&B in the upper level, and parking available in the area. Mr. Schaeperkoetter stated Mayor Tergin advised she asked the engineering department to engineer an exit on city property so the fire department wouldn't have to use W. Wall Way. The mayor indicated to Mr. Schaeperkoetter that it would cost too much. With respect to the signage recommended during the last P&Z action on this request, Mr. Schaeperkoetter stated he feels it should be the employer's decision and not the city's decision on how they manage parking off the alley. Mr. Turner advised there are two water craft boats that are housed in fire station one that are pulled by a three-quarter or one -ton truck. The station also houses the central air that fills the bottles that firefighters wear on their backs for firefighter operations; large apparatus routinely pull to the back to fill up central air lines. The concern is about increased traffic in the area. Mr. Turner advised previous discussions specified both sides would put up fire lane signage, the fire department has put their signs up, but the developer and owner has not put signage up yet on his property. Mr. Turner advised the $30,000 received from the communications tower goes to the general fund, not the fire department directly. In response to Ms. Fretwell's question, Mr. Turner advised the city did look at and review an alternative route, but Mr. Turner did not have any further information on this. Mr. Barron advised the staff report and staff recommendation is contained in the packet and the basis of the staff recommendation is the fire department concerns that have been expressed this evening. Ms. Fretwell moved and Mr. Vogt seconded a motion to recommend approval to the City Council of the proposed PUD Plan Amendment. The motion failed 3-4 with the following votes: Aye: Fretwell, Vogt, and Michael. Nay: Butler, Quigg, Robinett, and Young. Jefferson City Planning & Zoning Commission January 12, 2023 Case No. P23003 309 & 311 Bolivar Street Capital Opportunity Fund, LLC Major PUD Plan Amendment Case Packet Contents 1. Vicinity and Location Maps 2. Application 3. Staff Report 4. Council Ordinance Approving Original PUD Plan (Oct. 2020) 5. Final PUD Site Development Plan (July 2021) 6. Original Preliminary PUD Application Packet (Aug. 2020) 7. Summary of Timeline and Correspondence 8. Correspondence/Timeline Packet (41 pages) 9. Surrounding Property Owner Notification City of Jefferson Planning & Zoning Commission LOCATION MAP Case No. P23003 308 & 311 Bolivar Street Major PUD Plan Amendment 0 35 70 140 Feet City of Jefferson Planning and Zoning Commission VICINITY Case No. P23003 309 & 311 Bolivar Street Major PUD Plan Amendment N 0 55 110 220 Feet MI i Consultant Signature City of Jefferson Department of Planning & Protective Services 320 E McCarty Street Jefferson City, MO 65101 Phone: 573-634-6410 JCPlnnninniajeffcrsonci(vni o.gov w' ii.jeffersoncitymc_gov RECEIVED DEC: ; 2 2022 APPLICATION FOR PLANNED UNIT DEVELOPMENT (P1113) l„_A„ :.;;;•;t, r; ❑ Concept PUD Plan ❑Preliminary PUD Plan ❑ Final PUD Plan PUD Project Name: Case No . P20007 0 Amendment to Final PUD Plan ❑Amendment to Final PUD Plan for Signage Street Address: 309/311 Bolivar St. , Jefferson City, MO 65101 Legal Description: (as follows or is attached) Attached Please attach or include the following: a) Typed project narrative describing the type and character of the development, including land uses, acreage, proposed residential densities or commercial floor area (FAR); public or private open space, amenities or recreation areas to be provided; sidewalks and pedestrian ways; parking areas; deviations from minimum design standards of Section 35-51; and other information required by Section 35-74 or applicable sections of the Zoning Code. The project title and location must be included upon every page. Number all pages and attachments. b) Site Plan and/or Development Plan, as applicable. c) Preliminary or Final Subdivision Plat or Declaration of Condominium Association, as applicable; d) Draft of Covenants, Conditions and Restrictions, as applicable; e) Traffic impact analysis, if required by Section 35-60; f) Signage Plan, including type, locations and dimensions of all proposed signs; g) Landscaping and Screening Plan; h) Lighting Plan, including pole heights, type of fixtures or luminaries, and foot candles; i) Project Phasing Plan (if applicable) j) Application Filing Fee = $500 + $200 advertising fee + $20 per acre + $250 rezoning fee (if applicable) (Revised July 1, 2018) Application Information: Property Owner: Capital Opportunity Fund, LLC Address 320 Nihodse Bif. Jefferson City, MO 65101 Phone Number(s): 572—nn1 —7514 Applicant Name (if different from owner): Address Phone Number(s): Consultant Name: Address: Phone Number(s): e attache information a urately represents this p aep e ro c rf £ vr. ciaeperkoetter Managing Member Printed Name/Title rty Owner Signature 12/12/2022 Date Printed Namerritle Date For Staff Use Only: Application Filing Fee Received Amount [!Check Attachments: Narrative Site PfanD Appfican /Profact Information SheetFl 'Note other inforrna en submitted on back page Individuals should contact the ADA Coordinator at (573) 634-6570 to request accommodations or altetnative tannats as required under the Americans with Disabilities Act. Please allow three business days to process the request. Page 1 of 7 Legal Description of Property Case No. P20007 309/311 Bolivar St. EXHIBIT The following parcel of land, lying, being and situate in Cole County, Missouri: The northerly part of Inlot No. 424 in the City of Jefferson, Missouri; and particularly described as follows: Beginning on the westerly line of said Inlot 10 feet northerly of the southwesterly corner of said inlot, thence northerly with the westerly line of said inlot 188 feet 9 inches to the northwesterly comer thereof, thence easterly with the northerly line of said inlot 104 feet 4-1/2 inches to the northeasterly corner of said inlot, thence southerly along the easterly line of said inlot 138 feet 9 inches, thence in a westerly direction along and with the northerly line of the railroad land to the place of beginning. P.4 Amendment Narrative (Case No. P20007) 309/311 Bolivar St. The proposal is to amend the Final PUD Plan approved by the City by changing the number of parking spaces and orientation of parking in the parking area north of the building, between the building and W. Wall Way, a public alley. The Final Plan for this area is depicted on the attached Exhibit A. As shown, It provides for four parking spaces, two each at both the eastern and western edges of the parking area. Exhibit B depicts the parking area as it is proposed to be if the Amendment is approved. The proposed amendment would provide for 8 parking spaces in the same area, all to be pull -in parking from W. Wall Way. One handicapped space with an adjacent area for accessibility is included in both the approved and proposed parking area. Discussion The parking area proposed was included in a Site Plan for the property, and discussed at a pre -submission meeting between the owner and city staff. At that meeting, staff indicated that it would not recommend straight -in parking for approval by Planning and Zoning and the City Council, and staff now indicates that this change can only be approved through the major amendment process by the Planning and Zoning Commission and City Council. The following policy suggestions are for the City's consideration as it processes this application: 1. The Owner's desire to optimize off-street parking will lessen the need for on -street parking in the area. The City's prior experience with parking issues in developed and developing areas should cause the City to encourage off-street parking, serving the business's needs and minimizing the impact on the neighborhood. 2. The Owner should have full and unfettered use of the West Wall Way access. It is a public way, and Ordinance No. 16083 already contains significant protections for the City against improper usage of the alleyway. 3. The Owner has previously raised this issue with the City and met with City staff at the site, and the only concems expressed by staff, in denying the change, related to restrictions on emergency vehicles and access to the tower site at Fire Station 1. Owner believes the City has the ability, and perhaps the legal obligation, to provide for its emergency needs without limiting the public's use of a public way. it appears that the City has adequate space on its own property to provide for its =MSS needs without limiting another property owner on its use of the public way. The Owner believes that the proposed change will not significantly impact the City or the public's use of W. Wall Way, and will improve traffic in the area by increasing on -site parking and reducing the need for use of on -street parking. Page 3 GI I7 PGTPJIRFP PIP P iR RPf?IS Tillt ui P S 1111[1111 1111r11111 1 ill 11/4 Bl::;.:73 ; la G 111111.11111111(111111111 1 r. � � I� r,< ty F _-1j%^!:::.. .,.- :.,_,: 11'12 / .. ........,. Ifi Wk, Fp f Ocn ti l IiSrlauti Pratafional Strrlop, Inc, Ff PRO POSED BUILDING QAK@ROOK PROPERTIES, (IC 7PY71 I baiYAR STIXE7 JIfdEiOH a rt. CAECOUNTY.OSSO f1 14 .1. .... - .. n 'Um.; N. MIm ,amp.. n. ,ory. u,.a to/ u..u g 4S a$ATT oS TIE/60E t-- 0 0 0 tat 0 ff1 (T Amendmen t Marti sew 4/1 •P, PROPOSED BUILDING OAKBROOK PROPERTIES, LIZ v PROJECT LOCATION nollror Slrtel ftso' nhrl ry• • lY •••,.• u•.. 517,41 Wrrh, rain r.R ;..... ; ,.,I. T 1 I 1 1 1 t I I l I ' 1 I Y4 ij I I •r.r uVn �r . HI FINAL PUD SITE PLAN PROPOSED BUILDING ETA YST. Jefferson Qty, 110 Argo. 0. 30 seas 7.01E13: 4'UD I ineh .10 MCI ' la ta 16 q0.. . - h'.1 CITY STAFF REPORT JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 Case No. P23003 — 309 & 311 Bolivar Street, Amendment to PUD Plan. Request filed by Capital Opportunity Fund LLC, property owner, to amend the approved PUD Planned Unit Development plan to change the number and orientation of parking spaces located on the north side of the property adjacent to West Wall Way. The property is located on the northeast corner of the intersection of West McCarty Street and Bolivar Street and is described as the northerly part of Inlot No. 424, in the City of Jefferson, Cole County, Missouri. Nature of Request The development of the property was approved via the PUD Plan approval process. The building on the property is a two-story building, with the lower level consisting of a coffee shop and roastery and upper level including a one -unit short term rental/apartment. The property owner is requesting an amendment to the approved PUD Plan with respect to the number and orientation of parking spaces adjacent to the alley. The Final PUD plan shows 4 parking spaces accessed via a short driveway with access to the alley. The proposed amendment shows 8 head in parking spaces accessed from the alley. City Staff have determined that the requested amendment does not qualify as a Minor PUD amendment, and directed the property owner to the Major PUD Plan amendment process. History and Sequence of Development Approvals The Preliminary PUD Plan for the development was heard by the Planning and Zoning Commission on September 16, 2020, and subsequently approved by the City Council on October 19, 2020. Specific concems by Fire Department staff regarding the arrangement of parking and access to the ally were discussed with the applicant/property owner prior to the Planning and Zoning Commission meeting and again prior to City Council meeting. Specific comments by the Fire Department included a need for a physical barrier (such as a curbed island) and fire lane striping along the alley. The approving City Council ordinance included specific requirements with respect to the access and use of the alley that were negotiated between Fire Department/Law Department staff and the property owner and inserted as an amendment to the Council Bill. The Preliminary PUD Site Plan included a small parking area with driveway access off of the alley and space for two vehicles (one regular and one handicap space). The Final PUD Development plan for the property was administratively approved by City Staff in July of 2021. The Final PUD Plan included a change in the number of parking spaces at the rear of the building, increasing the number of parking spaces from 2 to 4, which was negotiated between the property owner and Fire Department staff and deemed approvable within the Final PUD Plan administrative approval process. Curbing to separate the parking lot from the alley was shown to be installed on one half of the parking lot (the portion closer to Bolivar Street) and not installed on the other half (where a stripped loading zone area for a handicap parking space would serve as the separating barrier along the alley). The approved curbing was planned by Fire Administration to be visually marked as a fire lane to further restrict parallel parking in the alley and eliminate conflict with emergency access. On May 16, 2022, City staff recognized that the parking area was not installed according to the Final PUD Plan, with the concrete curbing along a portion of the parking area missing. Upon inquiry, the property owner stated their intent to pursue an amendment to the PUD Plan to permit the parking lot as constructed (without the island) and with head in parking spaces accessed from the alley. The applicant submitted an application for a PUD Plan Amendment, which was heard by the Panning and Zoning Commission in August of 2022. Planning and Zoning Commission recommended approval subject to installation of signage to identify the parking as intended for use by employees and tenants of the short term rental only. The request was heard by the City Council in September of 2022. The PUD Amendment was not approved by the City Council. Subsequent to the City Council decision, the parking lot was installed according to the Final PUD Plan. Staff Analysis The alley adjacent to the site serves as access to the rear of Fire Station Number 1. In addition to the unique access needs associated with the public emergency service nature of the fire station, Fire Station One houses the emergency response watercraft used when responding to emergency situations on the Missouri River or other water emergencies. For these reasons, the nature of access to the alley has been a major item of concern and negotiation between the owner and Fire Department personnel. Specific staff concerns are: 1. That the orientation of the parking spaces will have a higher possibility of obstructing the alley. The head in parking would rely on the public alley for circulation (pulling in and backing out of cars) whereas a small parking lot with driveway access would only rely on the alley for driveway access, not the circulation of specific vehicles accessing parking spaces. 2. That the increased number of parking spaces will result in a higher level of traffic in the alley and a higher possibility of affecting emergency dispatch of vehicles. During Preliminary PUD Plan consideration and approval, and subsequent administrative approval of the Final PUD Development Plan, multiple discussions took place between the owner and Fire Department representatives regarding concerns about the impact of the development on the adjacent alley. Specific restrictions regarding use of the alley were negotiated through the Law Department and incorporated into the bill approving the Preliminary PUD Plan. Potential impacts on emergency vehicle use in the alley have been an overriding concern with respect to development of this property since the initial predevelopment meeting in August of 2020, with multiple meetings and emails taking place regarding this subject. Please see attached summary of timeline and correspondence. Staff Recommendation: Fire Department personnel are concerned that the revised parking arrangement could impact emergency response. Use of zoning powers to regulate the level of access to public right-of-way, especially where essential public services are heavily reliant on such right-of-way, is appropriate. Because the currently approved parking configuration was an essential condition of staff's previous support and approval of the original PUD plan, staff cannot recommend an amendment away from the previously negotiated parking solution. Approve Not Approve Neutral Staff Recommendation X Form of Motion (all motions shall be positive, staff does not recommend approval of the required motion) Motion to recommend approval to the City Council of the proposed PUD Plan Amendment. Attachments: Ordinance 16083 — City Council approval of Preliminary PUD Plan, including: o Specific restrictions on parking/use of the alley (contained within ordinance text) o Preliminary PUD Site Plan o Building Floor Plan Final PUD Site Plan (administratively approved by staff) Preliminary PUD Application packet Summary of timeline and correspondence AS AMENDED BILL NO. 2020-034 SPONSORED BY Councilmember Graham ORDINANCE NO. PP6el AN ORDINANCE OF THE CITY OF JEFFERSON APPROVING A PRELIMINARY PUD PLAN FOR PROPERTY LOCATED AT 311 BOLIVAR STREET. WHEREAS, Oakbrook Properties LLC, owner of the real estate hereinafter described having submitted a Preliminary PUB Plan Amendment of said real estate described as follows; The northerly part of Inlot No. 424 in the City of Jefferson, Missouri, more particularly described as follows: Beginning on the westerly line of said Inlot 10 feet northerly of the southwesterly corner of said fnlot, thence northerly with the westerly line of said fnlot 188 feet 9 inches to the northwesterly corner thereof, thence easterly with the northerly line of said Inlot 104 feet, 4.5 inches to the northeasterly corner of said Inlot, thence southerly along the easterly line of said Inlot 138 feet, 9 inches, thence in a westerly direction along and with the northerly fine of the railroad land to the place of beginning. Containing 0.38 acres, more or less; and WHEAEAS, it appears that the procedures set forth in the Zoning Code relating to Planned Unit Developments have in all matters been complied with, as said property owner submitted to the Planning and Zoning Commission and City Council a Preliminary PUD Plan for the above referenced property. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Preliminary PUD Plan, on file as Case No. P20007 in the Jefferson City Planning Division is hereby approved for the land referenced above. Section 2. Permitted Land Uses. Permitted uses for the property shall be limited to Roastery, Short Term and Long Term Residential Rental, General Retail, Coffee Shop, and any permitted uses of the C-2 zoning district. Signage and lighting shall adhere to the allowances of the C-2 zoning district. Section 3, Common Areas and Public Land. No common areas are proposed and no lands are dedicated to public use with this PUD Plan_ Section 4. The public alleyway known as "W, Wall Way" (the 'alleyway") shall be designated as "no parking" from the intersection of the alleyway and Bolivar St. to the eastern property line of the subject property. The alleyway shall not be used in the operations of any commercial or residential use on the subject property in that no owner or occupant of the subject property shall suggest, encourage, ar, with knowledge, allow or permit vendors, customers, tenants, or invitees to park, idle, or block the alleyway at any time. Nothing in this paragraph shall be construed (1) to prohibit the use of the alleyway for general vehicular or pedestrian access to the parking lot on the subject property which is directly adjacent to the alleyway; (2) to prohibit ingress and egress along any point of the alleyway adjacent to the subject property; (3) to prohibit the owner or occupant from trash service pickup along the alleyway; or (4) to criminalize or otherwise force any vehicular user t.o not comply with any traffic regulations of the City of Jefferson, such as stopping at stop signs or yielding to pedestrians. Furthermore, nothing in this paragraph shall require the owner or occupant of the subject property to enforce the parking, idling, or blocking restriction in any way other than making a reasonable effort to obtain voluntary compliance and, if unsuccessful, reporting the suspected violation to the City of Jefferson for either police or towing action. Section 5. This ordinance shall be in full force and effect from and after its passage and approval. Passed: /06L-6-(471, J 2O Approved: Presiding Officer ATTEST: City Clem 4.2Z0 Mayor Carrie Tergin APPROVED AS TO FORM: City Attorney 7 - tt ."-Srni ?}S.we.eut S'1 L.! 1' FOR: SITE STUDY sill . l,u•A7An ttMY s „ r .. '(7 O. 4() ACRE SITE JEFFERSON CIT Y, MISSOURI OAKBROOK I'ROPERTIRs, LLC' GALE, 1" = 90•-0" PATIO , 1' Kc:T'r n PUIWfl & IaL.+ t*.F. t ANttu1 G 2 SPACES Q r enth If memm A A.. ., u, r e P ON I I'.N , If I' .It f •.M)%1+\ & ASSO C IAI'CS • AN CI III I±C l ASHL AND, NIIS5OURI J41 .1' 2020 azanitier tower too* IOR Y r:{7i'!=i`i 1• -. ,'•f ?.= ii:f STUDY PDX; BUILDING STUDY OAtiiJtOOK PROPERTIES, I.I.C: 0.; I0 A CRE SITE JEFFERSON CITY, MISSO URI SCALE. I" c IS' -d" L1t 'ATYJ OR o.s Gr .TrELTP4 crr. rF t,:, •(Te.a, CD MM. Bwt3uw A A,: eiLuw P. C. 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M 9.9•U KMt I•r10' tatty tit GRADING 8 EROSION CONTROL PLAN PLO wiPAP 0101 bar 101415417* n c W O D 4 Cl Wi1 PROPOSED BUILDING OAKBROOK PROPERTIES, LLC 309411 BOLN AR STREET JEFFERSON CRY, COLE COUNTY.U3SSO JRl r a 4 Central Missouri Professional Services, Inc . 0 1 6 10 011 0'16 - 311x.6610 - xa*t•)+., . TIMM 2668 C. worm � wae6 JLivsRON cerr. x>sso vu 66101 om 634-141 City of Jefferson Department of Planning & Protective Services 320 E McCarty Street Jefferson City, MO 65101 Phone: 573-634-6410 fcnlanninq n( ief citvmo. ara www.feffersoncitymo.gov APPLICATION FOR PLANNED UNIT DEVELOPMENT (PUD) D Concept PUD Plan • Preliminary PUD Plan D Final PUD Plan PhD Project Name: Oakbrook Properties ❑ Amendment to Final PUD Plan ❑ Amendment to Final PUD Plan for Signage Street Address: W. McCarty Street (600 block, number not vet assigned) Legal Description: (as follows or is attached) Attached Please attach or include the following: a) Typed project narrative describing the type and character of the development, including land uses, acreage, proposed residential densities or commercial floor area (FAR); public or private open space, amenities or recreation areas to be provided; sidewalks and pedestrian ways; parking areas; deviations from minimum design standards of Section 35-51; and other information required by Section 35-74 or applicable sections of the Zoning Code. The project title and location must be included upon every page. Number all paces and attachments. b) Site Plan and/or Development Plan, as applicable. c) Preliminary or Final Subdivision Plat or Declaration of Condominium Association, as applicable; d) Draft of Covenants, Conditions and Restrictions, as applicable; e) Traffic impact analysis, if requires! by Section 35-60; f) Signage Plan, including type, locations and dimensions of all proposed signs; g) Landscaping and Screening Plan; h) Lighting Plan, including pole heights, type of fixtures or luminaries, and foot candles; i) Project Phasing Plan (if applicable) j) Application Filing Fee = $500 +^$200 advertising fee + $20 per acre + $250 rezoning fee (if applicable) (Revised July 1, 2018) Application Information: Property Owner: Oakbrook Properties , L.L.C. Address 320 Nishodse B1f, Jefferson City, MO 65101 Phone Number(s): 573--301-7514 Applicant Name (if different from owner): Address Phone Number(s): Consultant Name: Address: Phone Number(s): e attached armation ac . rately represents this proposed project Jeff W. Schaeperkoetter, Member 8/3/2020 Printed Name/Title Date ignature Consultant Signature Printed NameJTitle Date For Staff Use Only. Application Filing Fee Received Amount Check # Attachments: Narralivo Sita Plan` AppecardrProfect Information Sheet 'Not© other information submitted on back page 1ndivlduafs should contact the ADA Coordinator at (57 3) 634-6670 to request accommodations or alternative formats as required under the Americans with Disabilities Act. Please allow three business days to process the request. Pagel of7 City of Jefferson Department of Planning & Protective Services 320 E. McCarty Street Jefferson City, MO 65101 Phone: 573.634.6410 icolanninaaleffcltvmo.ora www.Jeffer sondtymo.gov Project Information (Please use additional sheets if necessary) • Name of Project Oakbrook Properties Location/Address W. McCarty Street (600 block, number not yet assigned) Submitted by Oakbrook Properties , L.L.C. Applications Submitted (Check box and circle Kern) El P&Z: amine Amend Comp Plan Amend Special Exception MI Sub. Plat Annexation IN BOA: CUP Variance Appeal 0 Stafi Site Plan Bldg Plans Grading Plan Change of Use Temp Use ❑ Other. Consultant(s) (List lead consultant and all others who are responsible for major project elements) Lead Consultant Name Firm Name 1 Address Telephone Number Fax No. E -Mail Consultant Name Firm Name Address Telephone Number Fax No. E -Mail Consultant Name Firm Name Address Telephone Number Fax No. E -Mail Property Owners/Applicants (List owner Mark "X" next to the name of the primary contact) Owner Name Oakbrook Properties, L.L.C. Address 320 Nishodse Rif, Apf-tprser City, lut 5 l n7 Telephone No. 573-301-7514 Fax No. E -Mail jwschae@hotmail . com Applicant Name Oakbrook Properties. L.L.C. Address 320 Nishodse W.f. Jefferson City. MO 65101 Telephone No. 573-301-7514 1 Fax No. E -Mall jwschae@hotmail.com Individuals should contact the ADA Coordinator at (573) 634-6570 to request accommodations or alternative formats as required under the Americans with Disablflies Act. Please allow three business days to process the request Page 2 of 7 EXHIBIT A The following parcel of land, lying, being and situate in Cole County, Missouri: The northerly part of Inlot No. 424 in the City of Jefferson, Missouri, and particularly described as follows: Beginning on the westerly line of said Inlot 10 feet northerly of the southwesterly corner of said inlot, thence northerly with the westerly line of said inlot 188 feet 9 inches to the northwesterly corner thereof, thence easterly with the northerly line of said inlot 104 feet 4-1/2 inches to the northeasterly corner of said inlot, thence southerly along the easterly line of said inlot 138 feet 9 inches, thence in a westerly direction along and with the northerly line of the railroad land to the place of beginning. ATTACHMENT TO PRELIMINARY PUD APPLICATION Oakbrook Properties, LL.C. Property at corner of Bolivar and McCarty Streets (0.40 acres) The Preliminary Plan for the Planned Unit Development District includes the following: (1) The scale and north point. Shown on survey. (2) Boundaries of the property to be developed. Shown on survey. (3) The names of the owners of the property and the individual or firm responsible for the preparation of the Preliminary Plan. Current Owner of the property and individual responsible for preparation of plan: Oakbrook Properties, L.LC., 320 Nishodse Blf, Jefferson City, MO 65101; and Jeff W. Schaeperkoetter, Managing Member of Oakbrook Properties, L.LC., with assistance from CMPS for topographic survey and Porter, Berendzen & Associates, P.C., Architects, for plat overlay (Site Study). (4) The existing zoning of the tract and the zoning of properties which are within 200 feet of the boundaries of the property. Current zoning of the property: PUD. The property to the north is also zoned PUD. The property immediately to the south and east is also zoned PUD. Across the railroad tracks to the southeast, across McCarty to the south and southwest, and across Bolivar to the west (and south of Wall Way) is zoned C-2. Across Bolivar to the west (and north of Wall Way) is zoned RA -2 and C-1. The State parking lot to the southeast on McCarty Is zoned C-3. (5) The location, type and size of structures, on properties within 200 feet of the boundaries of the property. To the south across McCarty Street are commercial structures of varying sizes. To the west across Bolivar Street are a mix of structures with commercial and residential uses. To the north across Wall Way, a public way, is the large fire station for Jefferson City. (6) Acreage of the property to be included in the Planned District. The total area of the property is 17,060.4 square feet, for an acreage of slightly less than 0.40 acres. (7) Existing contours on an interval of not more than five feet and not less than two feet. The Owner has engaged CMPS to produce a topographic survey with existing contours on intervals of one (1) foot. A copy of that survey is provided with this application. (8) The location and direction of drainage of all water courses and a drainage plan with sufficient information to indicate the intent of the owner. This site drains toward the south and southwest (toward the railroad right-of-way at the southern boundary of the property) and the existing stormwater drainage is in the Bolivar Street right-of-way at the southwest corner of the property. At the south of the property, a "bioswale" area of sufficient size and capacity will be constructed to allow for drainage of the initial 1.37" rain event for the 17,000 square feet area to be treated. (9) The location of existing and proposed sanitary sewers. Existing sanitary sewers are shown on the topographic survey. Oakbrook Properties, L.L.C. POD Application (600 Block of W. McCarty Street) (10) The proposed size, location, height, use and arrangement of all buildings except single family dwellings; the location and capacity of off-street parking areas, entrance and exit driveways and their relationship to existing and proposed streets; building lines; easements; common land and open space; and proposed streets, alleys and pedestrian ways. o Size, location and arrangement of buildings are shown on the plat overlay. The height of the buildings will not exceed that allowed by the City Code. o A driveway is currently located onto Bolivar Street near the intersection with McCarty Street. The driveway will be relocated to the north and farther away from the said intersection as shown on the plat overlay. A driveway at the rear of the building (to the northwest) will enter on to Wall Way as shown on the plat overlay. o Easements, streets, alleys and a pedestrian sidewalk are shown on the plat overlay. O Parking analysis (see separate Discussion attached): Coffee roastery-800 square feet (Mfg/production category) -Two employees - 2.2 spaces Office space -300 square feet -1 per 300 sq.ft. GFA-1 space Coffee shop (see below for proposal of parking requirement for this space) - 1,800 square feet plus 300 outdoor -9 spaces at 1 per 250 square feet. Short term rental -800 square feet -2 spaces (on -street parking permitted) Less "Old Town" allowance for on -street parking -5 spaces (based on frontage over 125 feet) In sum, 9.2 spaces off-street is required. In order to allow for the normal periods of higher customer traffic, an extra 5 spaces is considered adequate, for a total of 15 spaces as optimal. The attached site plan contains 19 spaces, and the plan will provide that those spaces will be larger than the minimum required by Ordinance. (11) Proposed landscaping and buffer zones. Shade trees will be provided as required (possible locations shown on the site study), and other landscaping on -site. No buffer zones are required. (12) Provide for the dedication of any right-of-way for the widening, extension or connection of major streets as shown in the Thoroughfare Plan. No dedication of any right-of-way is proposed as there are no impacts on street widths. (13) Establish the underlying zoning, mix of uses, density, layout, design and phasing of the proposed Planned Unit Development. Owner proposes a mix of uses which would include all uses permitted in C- 2 zones. No phasing of the Development is proposed. Other notes: 1. Off-street loading will comply with City Code. 2. Visual clear zones: Sight triangles are clear as shown on site study. 3. Setbacks: In view of the small size of the property, Owner requests that setback requirements be waived Oakbrook Properties, L.L.C. PUD Application (600 Block of W. McCarty Street) Other Notes (continued): 4. Signage: Signage will be compliant with the City's signage ordinance. The Owners anticipate a free-standing sign positioned along the South boundary of the property (shown on site study). 5. Lighting: Lighting for the Parking lot will be designed and placed in accordance with City requirements (proposed location shown on site study). 6. Fire Hydrants: Fire hydrants are currently located at the property and meet City requirements. Plan Approval: Commission Chairperson Date Director of Community Development Date Oakbrook Properties, LL.C. PUD Application (600 Block of W. McCarty Street) Note: Discussion for coffee shop parking requirement. The Owner's Redevelopment Contract with the Housing Authority required 2,500 square feet of floor space. In consideration of subsequent social distancing and spacing requirements suggested by public health officials, and the impact on inside seating for coffee shop purposes, the Owner and its prospective tenant have opted to increase the floor space of the coffee shop from 1,400 to 1,800 square feet. The larger size will seek to accommodate the expected customer usage with greater spacing between tables and seating areas. The City Code provides categories for parking requirement such as bar/tavern, smoking lounge and restaurant (all at 1 parking space for 100 square feet of gross floor area), general retail (1 per 250), and low volume retail (1 per 500). The Code also provides: "The Director shall determine the parking requirement for uses which do not correspond to the categories listed in Exhibit 35-58A. In such instances, the applicant shall provide adequate information by which the proposal can be reviewed." The Owner proposes that the general retail category be applied, or, in the alternative, that the Director determine that the coffee shop use does not correspond to the categories listed in the Code, and that 1 parking space per 250 square feet be required. The following information is provided to support the alternative requests: Type of uses: Coffee shop for consumption of coffee, other drink and limited food items, retail sales of bag coffee and other items, area for preparation of items available for consumption on -site, with amenities on -site such as restrooms and areas for viewing. Number of employees: Two service employees at higher volume times. Building design capacity: To be determined. Square feet of sales area, service area, etc.: Seating (800), Sales/ordering (300), handicapped accessible restrooms (200), kitchen/preparation (500). Parking spaces proposed on -site: 17 per site study, but may have to be adjusted depending on set- back, loading zones and other contingencies. Parking spaces provided elsewhere: 5 on -street parking spaces. State parking lot within 200 feet. Hours of operation: Generally, 6 a.m. to 5 p.m. daily (currently not open Sunday), may be expanded. 1•\ + l ti'tiy ..n.r • sITF I.1X'rrroN .11Ar y • C.• • t�l i.rf . I RR IIII. I I"!5••• . .09 OAKI-ILOOK PROPERTIES, LLC PARKING A SPACES STUDY FOIL: SITE STUDY irra,. a.rrrirra s.1.3 -o(140, C. 0.40 ACRE SITE JEFFERSON CITY, MISSOURI SGAL i^ n 3p,_o. I•UHT IK , RUKUND'CUN dt ASSOCIATES- AISL'1i{i owls A9nl.AND. missal/RI }uI.Y 2'711 Pa�arExY PA reP wenn maw PCYX PAT* leP .0N C 4I[IGT Cq GCYP2L J1T'i1f LG`1 -51ORY COFFEE - I -O: P_ I-FYI?I. -: 07- 0'i.•,'; sE _ IPFei: LE VEL Y�LC. t' • t]•a- iG•.Jt LavE1 STUDY FOR BUILDING STUDY OAKBROOK PROPERT1tS, LLC 040 ACRE SIT E JEFFERSON CITY, MISSOURI —JJ' 4Y YO 5C -ALE. I" II •••_:i Lu tA'•70%. 3.„t@ P. 0 re• , �• PQRTW , RHRRNI)7.U N A A55LT['IA'rI • AR{;IIIU l f4 ASHLAND, MISSOURI JULY ;v.o Three Story Coffee Summary of timeline and correspondence Page Preliminary PUD Plan — submittal, staff review, P&Z Review, City Council approval. 1-2 July 13 — 30, 2020 Email chain re: PUD site plan pre -submittal 3-5 August 4, 2020 Pre -development meeting with property owner. (see attached staff notes and visuals from meeting) 6 August 10, 2020 Email re: application submittal and pre -submittal fire department discussions 7-11 September 4-13, 2020 Email chain re: staff comments on PUD Plan in advance of P&Z meeting, including reference to Fire department comments, and response by owner. 12 September 14, 2020 Email with revised site PUD plan. September 16, 2020 P&Z Commission Meeting. Recommendation for approval of Preliminary PUD Plan. 13-17 October 16-22, 2020 Email chain between applicant and Law Department re: incorporation of alley parking and use restrictions into PUD Council Bill. October 19, 2020 Approval of Preliminary PUD Plan by City Council, via substitute bill incorporating alley parking and use restrictions. Page Final PUD Plan — submittal, staff review, staff approval April 5, 2021 Submittal of Final PUD Plan by Central Missouri Professional Services. The plan showed installation of head in parking off of alley. 18 April 8, 2021 Correspondence from CMPS to Planning Division RE: telephone discussion and FD/Owner Coordination April 9, 2021 Internal city staff meeting (Fire Dept, Law Dept, Planning Dept) regarding Final PUD Plan submittal. 19 April 9, 2021 Correspondence from CMPS to Planning Division RE: revised site plan sheet. April 9, 2021 Submittal of revised Final PUD Plan by CMPS 20-21 May 6, 2021 Staff comments to CMPS regarding Final PUD Plan. June 21, 2021 Revised Final PUD Plan submitted by CMPS July 9, 2021 Approval of Final PUD Plan by staff. Page Tract Division of Neighboring Railroad Property — submittal, staff review, staff approval 22 June 23-24, 2021 Email chain re: Tract division (Union Pacific property) review status. 23-25 July 15, 2021 Email chain re: Tract division comments by staff. September, 2021 Submittal of signed document, approval, and recording of tract division Page Rear Parking Area — correspondence and meetings between staff and owner 26-27 May 16-18, 2022 Email chain re: parking lot installation (not according to plan) and response by owner 28-29 May 25 -June 5, 2022 Email chain re: Meeting between owner and Fire Department regarding parking. May 31, 2022 Meeting held between owner and Fire Department. 30 June 3, 2022 Email to Planning division re: meeting between owner and fire department and sign permit question. 31-33 June 5, 2022 Email chain re: meeting between owner and fire department and fire department response. 34-35 June 27, 2022 Planning Staff inquiry on owners plans and response. 36-37 June 28, 2022 Email re: Temporary Certificate of Occupancy issuance Temporary CO attached, issued with conditions on bringing the parking into conformance Page Amended PUD Plan — application submittal, P&Z review, City Council decision 38-39 July 7-11, 2022 Email chain re: Request PUD amendment be deemed a "minor amendment", and response by Planning Division Staff. August 11, 2022 Planning and Zoning Commission meeting. Recommendation for approval subject to conditions. 40-41 August 24-29, 2022 Email chain re: Staff recommendation to City Council post P&Z meeting. September 6/19 Introduction / Public hearing at City Council. Bill failed on a 5/5 vote. ---Original Message — From: Jeff <jwschae@hotmail.com> Sent: Thursday, July 30, 2020 2:09 PM To: Zollinger, Ian <IZollinger@jeffcitymo.org> Cc: Wade, Shane <SWade@jeffcitymo.org>; Barron, Eric <EBarron@jeffcitymo.org>; Vande Voorde, Dan <DVandeVoorde@jeffcitymo.org>; Nanoski, Ahnna <ANanoski@jeffcitymo.org> Subject: Re: PUD Information Tuesday will work for me. Sent from my iPhone > On Jul 30, 2020, at 1:52 PM, Zollinger, Ian <IZollinger@jeffcitymo.org> wrote: >Jeff, > Tuesday would work better with City Staff and the availability of appropriately sized rooms. Please let me know if that does not work. I will send this around to those who review plans and we will have some preliminary comments prepared for you at that time. > From: Jeff [mailto:jwschae@hotmail.com] > Sent: Thursday, July 30, 2020 1:21 PM > To: Zollinger, Ian > Cc: Tony Anderson; Scott > Subject: Re: PUD Information > Ian: I am attaching a draft of the narrative that will accompany the actual PUD application, which I have printed off from the City's website, and hope to be able to submit to you by the August 10 deadline for consideration by the P & Z. > I am also going to forward to you the site study prepared by the Berendzen firm, which shows an overlay of the topo survey prepared by CMPS and the proposed location and size of the building and parking areas. I also have the oversized version of the survey itself, which I will provide with the application. If you need to see it in advance, please let me know. > I would like to have the opportunity to visit with you about this and discuss its contents and any thoughts you may. have. Monday would be good for me, about anytime. Please let me know what would work for you. > Jeff Schaeperkoetter > Oakbrook Properties, L.L.C. > [X] > From: Zollinger, Ian > <IZollinger@jeffcitymo.org<mailto:IZollinger@jeffcitymo.org» > Sent: Monday, July 13, 2020 3:57 PM > To: jwschae@hotmail.com<mailto:jwschae@hotmail.com> > <jwschae@hotmail.com<mailto:jwschae@hotmail.com» > Subject: PUD Information Coorespondence/Timeline Packet Page 1 > > The site plan should show the property boundaries, it should show the location of the building in relation to the property lines and other buildings if there are any. Parking stalls and widths of driveways. The plan should be to scale. > > If you have any more questions please let me know and like I said we can meet to go over what you have. I am confident that we can get you to a place where we can bring it to the Planning and Zoning Commission. > > Ian Zollinger > Planner > Department of Planning & Protective Services City of Jefferson > 320 E. McCarty St. > Jefferson City, MO 65101 > Direct Phone - 573-634-6313 > Fax - 573-634-6457 > > > <meeting.ics> Coorespondence/Timeline Packet Page 2 P mvE «- y- 11, o -Z. 4 t" i/lIc ‘0 3-sA3vs c4Q1Cree vavek 1/0&24 y$ W6 d c i );(44-t� Ih ./ aka / ,p A-7,4 #9( !'.e er6 a//eY. 444‘,1A AAed tz-ale-• - °>1-41- A5 y071ja 04V7e4r 0n ‘41'114-1÷, --01 -s� - -4e//ay cae Coorespondence/Timefine Packet Page 3 iJ • 1an . 1 t r meth . It $UT 1.e lf I .•... 1•w . b. I • • 411 . •I Pt2OP O5E D BUII. DIN!n R tulnt�ti,. •II r_' lnkrl 121 STUDY FOR: SITE STUDY (FOR IEFr SCHAEPERKOTTER) hl46 Nmlir4 ArmixtI, T.C . 0.40 ACRE SITE JEFFERSON CITY, MISSOURI PORT , uLIRENDZBN 3 ASSOCIATMI ,ARC:IIrEcrs ASHLAND, MISSOURI JULY:OM Ilia/017/0 hero COME MOP PA119 D1 C 1 DC� Lp!lGTOR 9-STDRY COPPEE - LQVIt'_a LI VEI_ 8-5TOIxY COFFEE » UPPAR I.I Vf:L F�A1 N. N . IR'•o• 1 Lt':.'J3 1 WM. AAu•,. W140 El'. L'.ALC. 1• • PT -0• 1"FCR MM. ARCA. tam 9Y. STUDY FOR: BUILDING STUDY (FOR JEFF SCHAEPERKOTTER) 0.40 ACRE SITE JEFFERSON CITY, MISSOURI SCALE. I' P 15'-O' PwNI. 01111.1.1C11 it MWIl11n, P.C. PORTER , BEIRQNDSRN & ASSOCIATES • ARCN1TI1CTS ASHLAND, MISSOURI JULY 2020 From: Jeff <jwschae@hotmail.com> Sent: Monday, August 10, 2020 8:13 AM To: Zollinger, Ian <IZollinger@jeffcitymo.org> Cc: Barron, Eric <EBarron@jeffcitymo.org>; Sarah Anderson <threestoryoffice@gmail.com>; Tony Anderson <threestorycoffee@gmail.com> Subject: PUD Application lan: I will be bringing in the application package first thing this morning. Please let me know if there are concerns that I need to deal with. There are some minor revisions in the drawings to that back parking area and the driveway onto Bolivar (and trees. lights and signs), and I did share the revised drawing with Chief Turner because of the fire department's concerns that he expressed. I also made some slight revisions to other areas of the attachment, including putting an "optimum" number of parking spaces outside of any mathematical calculation. Thank you for the meeting the other day. Jeff CoorespondenceMmeline Packet Page 6 From: Jeff <jwschae@hotmail.com> Sent: Sunday, September 13, 2020 9:43 PM To: Wade, Shane <SWade@jeffcitymo.org> Cc: Barron, Eric <EBarron@jeffcitymo.org>; Zollinger, Ian <IZollinger@jeffcitymo.org>; Nanoski, Ahnna <ANanoski@jeffcitymo.org>; Bange, David <DBange@jeffcitymo.org>; Fontana, Don <DFontana@jeffcitymo.org>; Bonnot, Len <LBonnot@jeffcitymo.org>; Turner, Jason <JTurner@jeffcitymo.org> Subject: Re: Coffee Shop B n B Prelim PUD, Bolivar Street @ West McCarty Street, Engineering Division P & Z Review Comments Mark-up, 1st Review Shane: I hope to be getting to you and the others, before noon today, new pdfs. I was able to get the pdfs enlarged and changed to show (1) some of the notes in the margin as requested in your mark-up, (2) labeling changes to the "Site Study" as you requested, along with the approval signature and date area, which I omitted from the original application, and (3) the dimensions of the building and parking spaces and lanes in a more readable fashion. I also delivered to your office on Friday the full-size survey by CMPS which shows utility locations and survey detail. I would like to incorporate the Commission's "Location Map" into the application to reflect the zoning of the adjacent parcels, which was noted in a narrative fashion in the application. That map also shows the nature of the adjoining buildings in a better fashion than I could do (other than in the narrative notes), but I would be happy to supplement the application with photographs that I could -e-mail to you as early as Tuesday morning, if you or other staff feel that the Commission members may need to see those photographs. I would note that a couple of the mark-up notes were not addressed further than the commentary and notes provided in narrative fashion with my application. For instance, there is no driveway currently considered at the east side of the proposed building. Of course, if that changes, appropriate steps will be taken to protect the building with bollards or the like. As to drainage, the bioswale will require engineering/landscape architect work, but my research indicates that there is ample space to provide a bioswale area that will meet the City's requirements. I did not undertake to show the visual clear zones, and do not see an issue there, and the final plan can depict those with more accuracy. I will have the new pdfs in shape to send to you and the others on this chain before noon tomorrow, but I wanted you and the others to have this e-mail first thing in the morning, so am sending this without the new pdfs now. Please call me at 573-301=7514 if you or any of the others have any questions. Jeff From: Jeff <jwschae@hotmail.com> Sent: Friday, September 11, 2020 9:48 AM Coorespondenceffimeline Packet Page 7 To: Wade, Shane <SWade@ieffcitymo.orp> Cc Barron, Eric <EBarron@ieffcitvmo.org ; Zollinger, Ian <1Zollineer@ieffcitymo.orp; Nanoski, Ahnna <ANanoski@ieffcitymo.orp ; Bange, David <DBanee@ieffcitymo.org; Fontana, Don <DFontana@ieffcitymo.org>; Bonnot, Len <LBonnotPieffcitymo.orp; Turner, Jason <JTurner )jeffcitymo.or' Subject: Re: Coffee Shop B n B Prelim PUD, BoCivar Street @ West McCarty Street, Engineering Division P & Z Review Comments Mark-up, lst Review Shane: Thanks for your e-mail. Sony I did not get it until you re -sent it yesterday, as it went to my junk mail and I was not able to access that from my phone which seems weird to me! I have contacted PBA Architects this morning about doing slightly larger versions without the pixillation issues and adding some information. 1 may be hearing something back from them as early as today. 1 do have a large version of the original survey that 1 will drop off at your office this morning. That should be helpful on the legibility and the topographical lines. I did note that CMPS did the "topo" on one -foot intervals, which is not, of course, and unfortunately, "not Tess than two" as required by the Plan ordinance. That was done because, as you might expect, the grading of the lot will be a critical feature of our building and parking plans there. I have talked with the fire department about the parking adjacent to the alley. There will need to be a retaining wall and the parking will be lower than alley level, and we will follow all survey lines in the completion of the project, and we will make every reasonable effort to reduce the impact on the fire department's operational requirements. We will be good neighbors. 1 am planning on showing some of the details like the drainage on the final plan, and avoiding existing infrastructure will obviously be engineered and planned. The visual clear zone at the driveways, while i think clearly not an issue with the placement of the building, could also be shown then. My understanding is that 1 cannot commence construction until the Final Plan is filed, and things like bollards, retaining walls, sewer connections and the like may be more clearly plannable with the building design done. In addition, we have not yet identified the size and type of structure for the signage, and I have thought that a separate permit was required for that, and the PUD application only needed to show sign location(s). Just for my own clarification, the "Location Map" that accompanied the city's notices depicts the adjacent zoning and the type and size of the adjacent structures. Will you need more information than that? I could provide pictures of the structures in that area as an addendum. As you mentioned, I provided some of the information in the written commentary. I noticed on some of the previous PUD submissions by other developers that those were simply in narrative form on the survey plan itself. Thank you again for your contact. i will be as diligent as I can to get you the information quickly. We obviously want the City's staff to be able recommend approval to the Commission, and will do our best to enable that to happen. Please understand as we move forward that my wife and I are trying to avoid unnecessary expense at this stage of the re -development. We take that approach because we realize that either the P & Z Commission or City Council could delay or derail our redevelopment. Be assured that we will undertake any reasonable expense after preliminary plan approval to complete the redevelopment project and protect our investment in the real estate itself. Jeff Packet Page 8 From: Wade, Shane <SWade@jeffcitymo.oree> Sent: Friday, September 4, 2020 10:19 AM To: 'jwschae@hotmail.com' <jwschae@hotmail_corn> Cc: Barron, Eric <EBarron@leffcitvmo.orpp.; Zallinger, Ian <IZollinger@ieffcitymo.org>; Nanoski, Ahnna <ANanoski@jeffcitymo.org>; Bange, David <DBange@jeffcitymo.org>; Fontana, Don <DFontana@jeffcitymo.org>; Bonnot, Len <LBonnot@jeffcitvmo.org>; Turner, Jason <JTurner@jeffcitvmo.or > Subject: Coffee Shop B n B Prelim PUD, Bolivar Street @ West McCarty Street, Engineering Division P & Z Review Comments Mark-up, 1st Review Jeff - Please find attached our review comments mark-up regarding the preliminary PUD for the Coffee Shop/ B & B at the corner of Bolivar Street and West McCarty Street. It is really hard to read any important information regarding the topo/ survey in the background from this plan. It contains a lot of the information (utilities, sewer, curb/ sidewalk etc.) that we look aver. I don't know if it was shaded too much, or the scan pixel size makes it difficult to read, either way we need a better plan. Full size plans for the resubmittal would be very helpful once the pixilation/ shading issue is resolved. With the comments attached, 1 have tried to reference the number of the specific comment in the checklist that it refers back to. Some of the information is contained in the narrative of the application, but needs to really be information contained on the preliminary PUD plan as well. The Fire Department is requesting some type of physical barrier/ i.e. curbing, island, bollards, landscaping and/ or combination thereof for the parking next to the alleyway. This will need to occur on the property, not the alley' ."ay. We want to ensure that encroachment of parking does not interfere with the alley property in any way. Please refer to the attached mark-up for more specific location/ information. We will need to prepare our Staff Reports for the meeting next week, so if we could have a resubmittal of the revised drawing(s) as soon as possible next week, it would be beneficial. Our goal would be to write our staff reports without having to address the comments contained within this review comments mark-up for the site plan in order to recommend approval of the plan. I believe most of the comments should be straight forward, but let me know if you need any clarification (s). Thanks. Shane Wade Shane Wade, P.E. Plan Review and Development Engineer City of Jefferson Dept. of Public Works Engineering Division 573.634.6449 0 573.634.6457 F swade@ieffcitvmo.o g Coorespondencerrimekne Packet Page 9 vg7- approval. d A Concept Ran application and submittal shall be reviewed based an criteria estatishert in Sedicn 35-2.7 as v .fl as Iha criteria for zoning charges. Section 35-74.8.4. and the criteria far a Preliminary Plan n Section 35-74.0.3. e. The Ptarn fig and Zoning Commission shall approve. corgi diceraby approve or deny apprceed o(at[ appacations far a Concept Plan. 3. PUD Preliminary Plan. a. A PUD Preliminary Phan constitutes a major step in the review process. A rezoaunn app(Caticn strati be submitted with the PUD Preilininary Plan app Cation- The a ccpted'dsign" dens ityindizeated in (ho Concept Plan approval cannot ho presumed as a matter perim N -ct-vsay shall be dedicated at the time the Preliminary Plan is appso. d rrcjtit tram the PUD zoning dreignation, but shall be yustified at the preliminary stage through site and stn cure &sign. The Council may limit the density one or any portion of a PUT) if it detennxnes brat the design falls to ful9l the purposes of this Ordnance and Section. b. A:ppt: alien requirements and processing pro: exhrres shaft con-rlywith thaw descried in Section 35-70 and Section 35-71, with the following rrio ns: (t) if the PUD Preliminary Plan proposes multiple phases. sperdre densities shall be assigned to cad] phase. Density nit each ptelimiriarf phase shat be justified by specific design. Densly from one phrase may he shifted to ancffter phase subject to Council approval The Council. in approving the PUD Prelim asap Plan- may condoet the first reading a' the rezoning ordinance for the area described in the PUO Preiirinary Plan. (2) If a PUD Preliminary Nan is approved. tine app€'ra:at shall submit. a Finat PUO Ptan and Sublvision Plat application in accordance with the approved deiectopment sct'.edule. (3) The Cty may requke that a hom€ewner assor t rn a corporation >;e created to maintain and administer he project's lards cr facet:res. Articles a( Incorporation and Restrictive Covenants shall be recorded at. or poor to. the recording of the Phial P110 Plan aid ?fat The Ftomea,nrers Association shall be required to maintain all common spaoe in reasonable order and coadilioi on a timely. caesatent basis c. The Preliminary flan for the Flannel Unit Development District shall sheer. '4., The scale and north point_ iw ; .ii ft� r �sv . Y C Boundaries of lle property to be deve'.aped.- Pr,i is ., ,� P AY" Al 1. Y (t The names of lice owners of the property and the individual a firm tespcnsrfb e for tit_ preparation of the Pneeeninaty Phan_ The existing zoning of the tract and the zoning of properties which are within 200 feet of the boundaries of the prep erty. — Pio • de v r p IA 4‘...• • The to;ation, type and size of structure.., on propels within 200 feet of the boundaries a the property_ — P o ,. i'dc. a n F. 121. . Acreage of the property to be included in the Planned District Existing centaurs cn an interval of not mare than five feet and no! less than t ea feet. 4 - The tocaticrt and diection of draleaae of alt wafter courses and a drainage tan with el eee S sufficient information to itelcate the intent e the owner- eel p fns . The location of existing and proposed sanitary severs- ►s,Arr✓c "p • The proposed size. tacation, height. use and arrangement cf ah buildings except sing`e- famrty dwellings; the beetle rt and raps; dr of off-street parting areas, entrance and exit driveways and their roletianship to existing and proposed streets: butdiag mss; easements; common land and open space; and proposed streets. alleys and pedestrian ware - Proposed lands ping and buffer zones.-- S e C n o plc f' o -, fe l•. ti "nr...'- - ..P . Provide for the &di,:a;ioa of any right-of-way for the widening. extension a cannectitxr of major sweets as sheen in the Thoroughfare Plan. Date and signahere fines for execution by the Commission Chairman and theppuec(ar el Conrrrunrty ©evetcpmert to sfvw the date of Plan approval. -- p r: - r1[ o e /3 f a d. A PUD Preliminary Plan shalt (1) Comply with the criteria established in Section 35.27. as wee as the rrderia for rezoning. Section 35-74.B.4 arid Preftrninery Plat approval in the Subdivision Code. (2) Comply with the approved Concept Plan, if applicable; and (3) Establish the underlying zoning, mac of uses, densely, layout. design and phasing of the proposed Planned Unit Development. e. The Planning and Zoning Corrinissinn shaft review the apps=alien at a public hearing in conformance with Section 35-70 and shalt make recommendations to the Cow ciL The Councii LSE s t / •' i C (14, b 67 Ce 540e/ B 13 9/3 JZ b 1-34.4 wy Ont Coorespondenceflimeiine Packet Page 10 �F • 1. 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'! , r I.' ) 11111111: R 1 1.l I I'I Ii}II.1.Nlhi( lliit 71f311}I11 1r1 .:1 .VI (2T 3 .4tl,.W�1i. ::.• t.: 1, } �,7� ualyfr711 1 1 1 'rrta:��i 1 I i1SF .-,1«p1 / -.• 1 r1 - I T),1.,,),'"),,, , 1ry Y011 10 r 4� ::::" AVY -..1,..vji7-' I4ll'it/j+:5 ,.v�; w*ul rr iv!, f141'l �`;t�t�y S� ; .1 I,) 14. i1 I; 11)1lin WO 14t1 -A--(1 I t •1;1•3-1-1-440 f,t r--- i f4llrtl S,iiG Lfi From: Jeff <jwschae@ hotma il.com> Sent_ Monday, September 14, 2020 10:22 AM To: Wade, Shane <SWade@jeffc€tymo_org> Cc: Zof€finger; fan <IZollinger@jeffcitymo.org>; Barron, Eric <EBarron@ jeffcitymo.org>; Nanoski, Ahnna <ANanoski@ jeffcitymo.org> Subject: Fwd: Three Story Coffee - Site Plan & Floor Plan Shane: The amended PDFs are attached. I am away from my computer and on my phone and only could cc Eric, tan and Ahnna from my phone. Could you forward to the others on your end? And confirm receipt? if you print these on 11 x 17, they are more legible, although the scale changes on one of them, I think. I do have them printed already, but won't be back in JC until tomorrow to drop them off with Ellen. I will get you an 11 x 17 of each in the morning. Please let me know if the attachments do not come through or if anyone has questions. My number is 4-15733017514. Jeff Sent from my iPhone Begin forwarded message: From: 'Scott Schaeperkoetter" <ScottPsignaturehomesjc.com> To: "Jeff Schaeperkoetter" <jwschae@hotmail.com> Subject: Three Story Coffee - Site Plan & Floor Plan - with logo Scott Schaeperkoetter Signature Homes Inc. - Owner scott4signaturehomesic.com (573) 690-4377 -Cell (573) 761-3898 — Fax 7..••••••• a1 .'1,.»11 :vu rur.: rrunr . ......1••:.1111, O. r�'•�iaria .I� Zfaar• ��T~.�� Coorespanclencellimeline Packet Page 12 From: Jeff <jwschae@hotmail.com> Sent: Thursday, October 22, 2020 10:59 AM To: Moehlman, Ryan <RMoehlman@jeffcitymo.org> Cc: Barron, Eric <EBarron@jeffcitymo.org>; Schofield, Matt <M5chofield@jeffcitymo_org>; Turner, Jason <1Turner@jeffcitymo.org>; Graham, Carlos <CGraham@jeffcitymo.org> Subject: Re: Bolivar & McCarty PUD Thank you, Ryan, and the whole group for helping to get this to the finish line before the Council on Monday evening. Jeff From: Moehlman, Ryan <RMoehlman@jeffcitymo.org> Sent: Monday, October 19, 2020 3:31 PM To: 'Jeff' <jwschaeihotmaiLcom> Cc: Barron, Eric <EBarron@jeffcitymo.orj>; Schofield, Matt <MSchofield@jeffcityrno.org>; Turner, Jason <JTurner@jeffcitymo.ore>; Graham, Carlos <CGraham r@jeffcitvmo.ore> Subject: RE: Bolivar & McCarty PUD Sounds good_ I ll draw it up. du; \. \l,,rh€i31: . t R�inzhlmanrt ieficiivmo.ora From: Jeff [mailto:iwschae@hotmal$.com] Sent: Monday, October 19, 2020 10:40 AM To: Moehlman, Ryan Cc: Barron, Eric; Schofield, Matt; Turner, Jason; Graham, Carlos Subject Re: Bolivar & McCarty PUD Ryan: I am okay with removing the new language about the alley if # 3 in the second list is removed and the rest renumbered. Jeff Sent from my iPhone On Oct 19, 2020, at 8:26 AM, Moehlman, Ryan <RMoehlman(cc.ieffcitvmo.om> wrote: Mr Schaeperkoetter: This language is acceptable to me, except for the first long addition in red. 1 do not know the history of the alley, but if part of the pavement has been on the property long enough, then that pavement may have become part of the public right of way by prescriptive use. lithe remainder of the language is sufficient for you, then I will draft a bill amendment. If this needs further discussion, then 1 suggest that the bill sponsor should place the bill on the informal calendar until the November meeting so we have more time to discuss. 1 will run this by planning and fire staff and the bill sponsor. Coorespondencemmeline Packet Page 13 Thank you. -Ryan Sean t'rr.m nn Sprint Sarnsttnu CraIa. S 1(1. Original message ---- From: Jeff <jwschae@hotmail.corn> Date: 10/18/20 9:15 PM (GMT -06:00) To: "Moehlman, Ryan" <RMoehlmanajeffcitymo.org> Cc: "Barron, Eric" <EBarronlajeffcitvmo.ore>, "Schofield, Matt" <MSchofield(rr .jeffcitvmo.org>,'Turner. Jason" <JTurner(aiieffcitymo.ora>, "Graham, Carlos" <CGrahamn,jeffcitvmo.org> Subject: Re: Bolivar & McCarty PUD Ryan: In the absence of a response to my Friday evening e-mail, I thought I should get this to you before the weekend was over. Your proposed language leaves way too many questions unanswered, which I set forth in the preceding e-mail, so I undertook to resolve those issues with the following. Your altered language is in black, my new language is in red. The public alleyway known as "W. Wall Way" (the "alleyway") shall be designated as no parking" from the intersection of the alleyway and Bolivar St. to the eastern property line of the subject property. The alleyway is currently, and has been, at all times previous since its dedication as a public way in the City of Jefferson, available for the unfettered use of the general public, as well as the owners of property on both sides of the alleyway, subject only to the traffic code of the City of Jefferson. The paved portion of the alleyway may currently encroach upon the subject property_ To the extent that a mutually agreed -upon survey of the subject property's north property line reveals such an encroachment, the City will remove such pavement and relocate the paving within the alleyway or allow the developer to remove the pavement. The alleyway shall not be used in the operations of any commercial or residential use on the subject property in that no owner or occupant of the subject property shall suggest, encourage, or, with knowledge, allow or permit vendors, customers, tenants, or invitees to park, idle, or block the alleyway at any time. Nothing in this paragraph shall be construed (1) to prohibit the use of the alleyway for general vehicular or pedestrian access to the parking lot on the subject property which is directly adjacent to the alleyway; (2) to prohibit ingress and egress along any point of the alleyway adjacent to the subject property; (3) to prohibit the unfettered use of the alleyway by the City of Jefferson, as long as it remains a public way; (it) to prohibit the owner or occupant from trash service pickup along the alleyway; or (5) to criminalize or otherwise force any vehicular user to not comply with any traffic regulations of the City of Jefferson, such as stopping at stop signs or yielding to pedestrians. Neither shall this provision require the owner or occupant of the subject property to enforce the parking, idling, or blocking restriction in any way other than making a reasonable effort to obtain voluntary compliance and, if unsuccessful, reporting the suspected violation to the City of Jefferson for either police or towing action. We will be on the road first thing in the morning to come home and will have time in the morning to take a call on the road or to come in and discuss this in the afternoon. Perhaps Chief Schofield or Chief Turner could meet with us as well Jeff CooresponderceiTirnetine Packet Page 14 From: Jeff <iwschae@hotmail.com> Sent: Friday, October 16, 2020 8:06 PM To: Moehlman, Ryan <RMoehlman@jeffcitymo.org> Cc: Barron, Eric <EBarron@jeffcitymo.org>; Schafrekf, Matt <MSchofield@leffcitymo.org>; Turner, Jason <JTurner@jeffcitymo.org>; Graham, Carlos <CGrahamfn]jeffcitymo_org> Subject: Re: Bolivar & McCarty PUD Ryan: Thanks for the modifications. The "allow or permit" language is a bit of a trap. What is the "affirmative requirement on the business?" if the no parking sign is not sufficient to keep people from parking there, will we need to put up a sign that says, "Please obey the no parking signs" or, if there is a violator, prove that it was not a vendor, customer, tenant or invitee of the business? 1 totally get the fire department's need to keep its access unfettered. However, it remains a public way of the city, over which we have no control. Will we be expected to enforce the no parking sign? Is the city considering additional signage, such as "No Through Street", to discourage the random access to the alley? Or, perhaps, "Violators will be towed at own expense." Maybe rather than "allow or permit", the phrase "suggest or encourage" would more accurately describe our obligation. Or, "with knowledge of the blocking, allow or permit." Maybe 1 am making a mountain out of a molehill. But if the burden and penalty for illegal parking on a public way falls on the owner, the owner's responsibility needs to be clearly set forth. And the City must meet its burden of adequate signage, active enforcement and response to complaints, and adequate width of the alley itself. Otherwise, the penalty or punishment {presumably not "essentially small fines") is left totally to the city. Revocation of a business license? Public censure? I still believe that the phrase "in that no owner or occupant of the subject property shall allow or permit vendors, customers, tenants, or invitees to park, idle, or block the alleyway at any time" should be omitted in its entirety from the proposed substitute. To fail to do so exposes the development to an unreasonable risk of violation. The remaining language adequately requires us to constrain our operations to the limits of our property, which we are and will be committed to, Coincidentally, your current proposed language would apply to trash service by its very terms, notwithstanding the elimination of the previous trash service limitation. Jeff From: Moehlman, Ryan <RMoehlman@ieffcitvmo.org> Sent: Friday, October 16, 2020 4:48 PM To: 'Jeff' cjwschae@hotmail.com> Cc: Barron, Eric <EBarron@ieffcitymo.org>; Schofield, Matt <MSchofield@jeffcitymo.org>; Turner, Jason <JTurner(E jeffcitymo.org>; Graham, Carlos <CGraham@jeffcitvmo.ore> Subject: RE: Bolivar & McCarty PUD I appreciate your comments and have narrowed some of the language accordingly. I must keep some language imposing an affirmative requirement on the business to help keep customers, vendors, etc from parking in the alley. The fire department believes that this is important enough that the punishments of the parking code {essentially small fines) are not enough to effectively prevent the behavior that needs to be avoided. Coorespondencefrimeline Packet Page 15 I have verified the location of Station 1's dumpster and removed the restriction on trash service. The amended language is as follows: The public alleyway known as "W. Wall Way" (the "alleyway") shall be designated as "no parking" from the intersection of the alleyway and Bolivar St. to the eastern property line of the. subject property_ The alleyway shall not be used in the operations of any commercial or residentialuse on the subject property in that no owner or occupant of the subject property shall allow or permit vendors, customers, tenants, or invitees to park, idle, or block the alleyway at any time_ Nothing in this paragraph shalt be construed to prohibit the use of the alleyway for general vehicular or pedestrian access to the parking lot on the subject property which is directly adjacent to the alleyway. Thanks. :hlm:w. Cis: lttvrrt_. RNIo�hlnrsmii icHcU mo.or�� From: Jeff [maiito:iwschaei hotmail.com] Sent: Friday, October 16, 2020 4:01 PM To: Moehlman, Ryan Cc: Barron, Eric; Schofield, Matt; Turner, Jason; Graham, Carlos Subject: Re: Bolivar & McCarty PUD Ryan: Thanks for your note. As you know, I am out of state and in a location where wi-fi access is sketchy. t will return Monday in time for the council meeting, but the late arrival of this issue may limit my ability to respond. My ability to talk with others by phone is very limited. This issue, though, was the subject of a meeting I had with Chief Turner prior to the P & Z meeting. I assured Chief Turner that we would take all possible steps to ensure the accessibility of the alleyway. We reduced the size of the back parking area specifically because we thought Chief Turner's expressed concerns were appropriate from the fire department's perspective. And, while I have no problems with the intent of this suggested language, it may go further that is required. For instance, I have noted that the fire station's trash container is located down this same alley. I assume without really knowing that the trash container is accessed by the trash company down that alley. If that is the case, presumably the trash company would make both pickups on the same trip. Would the fire department consider allowing our location to use its currently -existing trash containers or locate our trash container next to yours? If not, the language would require us to locate the trash containers at the front of the building, which is neither aesthetically nor o[factorily desirable. We do not intend to use the alley for operational purposes. I should note, however, that the surveyed property line indicates that about 4 of the alley's current paved surface actually encroaches on our property. That part of the surface will need to be removed for placement of the retaining wall along that boundary line. The "or other obstruction" seems a little vague to my lawyerly mind. Frankly, the provisions of the City Code in Art. 1, Section 22, seem to adequately control the parking on a public way. If the only purpose of the new language is to make the developer and the located business subject to penalty or required for enforcement, then 1 would propose the following alternative language, which shows your original proposed language, with lined - through portions: coorespondence/Time1ine Packet Page 16 (the "alleyway") from the int scctioR-9f rt e - lEe Fid aeli. . cr rr he st. eFt-y Ei. a—tbe bjeet prje4y. The alleyway shall not be used in the operations of any commercial or residential use on the subject property, including that- osvr> r rmit vendors, customers, tenants, or invitees to park, idle, ieel c^r e-^eias-t-fuet-t-he-a- �r ri.,,e. Solid Waste pick up services rl -t permitted to use he public alleyway to prev:de such services- Nothing in this paragraph shall be construed to prohibit the use of the alleyway for general vehicular or pedestrian access to the parking lot located on the northeast (northwest) side of the subject property. Let me know your thoughts. Jeff From: Moehlman, Ryan <RMoehlman@jeffcitymo.ora> Sent: Friday, October 16, 2020 1133 AM To: 'Jeff' <jwschae@hotmail.corn> Cc: Barron, Eric<EBarron@jeffcitvmo.or ; Schofield, Matt <MSchofield@jeffcitymo.ore>; Turner, Jason <JTurner@jeffcitymo.org>; Graham, Carlos <CGrahamP ieffcitvmo.org> Subject: Bolivar & McCarty PUD Mr. Schaeperkoetter: Myself and Planning Staff have been in discussions with the Fire Department on how to mitigate potential negative impacts on emergency operations at Fire Station 1. We have come up with a solution of affirmatively marking the W. Wall Way alley as no parking and including the following operation guideline in the ordinance approving the PUD plan. Essentially it prohibits the business and apartment on the property from using the alley as part of its operations (i.e., vendor deliveries, customers idling in the alley to pop in and grab a quid< cup of coffee, trash service, etc.) so the alley will be kept clear 24/7 for emergency vehicles. We have little doubt that you and your family would be great neighbors to the Fire Station and 100% helpful in making sure important emergency services are not impacted, but we must make sure that any future owners/occupants would be equally as helpful. The paragraph we would add to do so reads as follows: No parking, idling, blocking, or other obstruction shall be allowed at any time in the public alleyway known as "W. Wall Way" (the "alleyway") from the intersection of the alleyway and Bolivar St. to the eastern property line of the subject property. The alleyway shall not be used in the operations of any commercial or residential use on the subject property, including that no owner or occupant of the subject property shall allow or permit vendors, customers, tenants, or invitees to park, idle, block, or otherwise obstruct the alleyway at any time. Solid Waste pick up services for the subject property shall not permitted to use the public alleyway to provide such services. Nothing in this paragraph shall be construed to prohibit the use of the alleyway for general vehicular or pedestrian access to the parking lot located on the northeast side of the subject property. It is staffs intent to offer this language as part of a substitute bill on Monday night. Please let us know if you have any questions on this matter. Thank you. -Ryan It+.a irc;li,, it• •s .1effetNei .. \i 0':i,7: 1.`'+1 (+-I-i 4 RMoehlmanr<r?jel1bitvmo.ore 1 ill: Ctll l'.1111 [ItEU;tutI1 �11:!t iu.': F!1>!rtl�1E1�S1n Cn11Ct•r11[n...L n:1117: •: Coarespondeneef[imellne packet Page 17 From: Paul Samson <psamson@cmps-inc.com> Sent Thursday, April 8, 20219:50 AM To: Barron, Eric <EBarron@jefcitymo.org> Subject RE: PUD Plan - 311 Bolivar Street Eric, Thanks for the call this morning. I talked to Jeff and we are going to send Jason a plan and meet with them to get any issues worked out. Hopefully we will have a resolution by the end of next week. Paul Samson, PE Central Missouri Professional Services, Inc. 2500 E. McCarty St. Jefferson Crty, MO 65101 Phone: S73-634-3455 Fax: 573-634-8898 psamson@cmps-inc.com From: Barron, Eric<EBarron@ieffcitvmo.org.> Sent: Thursday, April 8, 2021 8:27 AM To: Paul Samson <psamson@cmps-inc.com> Subject: P110 Plan - 311 Bolivar Street Eric Barron Planning Manager City of Jefferson (573) 634-6419 From: Paul Samson <psamson@cmps-inc.com> Sent: Friday, April 9, 2021 2:29 PM To: Barron, Eric <EBarron@jeffcitymo.org> Subject: Bolivar St. Site Plan Eric, I spoke with Jeff and he is good with the changes we discussed. I will send down revised drawings for Sheet C100 on Monday. Paul Samson, PE Central Missouri Professional Services, Inc. 2500 E. McCarty St. Jefferson City, MO 65101 Phone: 573-634-3455 Fax: 573-634-8898 psamson@cmps-inc.com Coorespondence/Timelne Packet Page 19 From: Barron, Eric Sent: Thursday, May 6, 2021 9:07 AM To: Wade, Shane <SWade@jeffcityrno_org>;'psarnson@crops-inc.00m` <psamson@crops-inc.com> Cc: Kreyling, Matt <MKreyling@jeffcityma.._o ; Bange, David <DBange@jefcitymo.org>; Fontana, Don <DFontana@jeffcitymo.org>; Bonnot, Len 'LBonnot@jeffcitymo_org>; Dittmer, Lisa <Ldittmer[ra jeffdtymo.org> Subject: RE: Coffee Shop, B & B, Oak.b:rook Properties, 309 & 311 Bolivar Street- Plan Review Comments, Engineering Division, 1st Review Hello Paul, The only comment by the Planning Division is to reference the assigned address — 311 Bolivar Street, on all plan sheets. We assigned a separate street number for the upper level Air BnB unit of 309 Bolivar, so maybe reference that as well. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 From: Wade, Shane Sent: Wednesday, May 5, 2021 5:08 PM To: `psamson@cmps-inc.com` <psamson@cmps-inc.com> Cc: Kreyling, Matt <MKreyling@jeffcitymo.orp; Barron, Eric <EBarron@ieffcitymo.org>; Bange, David <DBange@ieffcitymo.org>; Fontana, Don <DFontana@jeffcitymo.org>; Bonnot, Len <LBonnot@ieffcitymo.or'; Dittrner, Usa <idittmer@jeffcitymo.ore? Subject: Coffee Shop, B & B, Oakbrook Properties, 309 & 311 Bolivar Street- Plan Review Comments, Engineering Division, 1st Review Paul - Please find below the Plan Review comments from the Engineering Division concerning the project submittal referenced above, submitted April 20, 2021 for review. Topo Survey & Demolition. C001. Sheet 1 of 4- 1. Update the address references for al] locations on the site plan sheets to 309 & 311 Bolivar Street (all sheets). Site Plan C100, Sheet 2 of 4- 1. Provide sizes for the water service and meter referenced in Site Notes 8 & 9. 2. 15 the proposed signage to be a lighted sign? If so, will the building/ electrical plans reference the location of the electric service to the sign? 3. Do you have a detail or reference to a standard detail, for the 6"raised concrete island noted in Site Note 24? 4. For Storm Drainage Note P 1-2, the UFL = 574.00 instead of 554.00. Coorespondence/Timeline Packet Page 20 5. Drainage calculations and a drainage area map for piping and storm structures are needed to verify information provided for the storm drainage structures. Please provide_ Grading & Erosion Control Plan. C101. Sheet3 of 4- 1. Provide owner/ maintenance contact information for the swq/ detention basin shown. 2. Drainage swq calculations and a drainage area map for swq are needed to verify information provided for the storm drainage structures. Please provide. 3. Is a concrete washout detail needed for the site, if needed? (re: SWQ Benefits List) Construction Details. C102, Sheet 4 of 4- 2. See item 3. above for C100. 3. See item 3. above for 0101_ DA Map & Drainage Calculations - 1. See 'stems 5. above for C100 and 2. above for 0101. SWQ/ESC Checklists, Benefits Summary - 1. See items 1. & 3, above forC101. We have no additional comments. i believe that the Planning Division has reviewed the plan, and may comment by separate email_ Please double-check with Eric Barron. We will need four (4) sets of the final revised plan for final approval/ resubmittal. Thanks. Shane Wade Shane Wade, P.E. Plan Review and Development Engineer City of Jefferson Dept. of Public Works Engineering Division 573.634.6449 0 573.634.6457 E swade{a iefcitvmo.org Coorespondenceritmeline Packet Page 21 From: Jeff Schaeperkoetter <jwschae@hotmaiLcom> Sent: Thursday, June 24, 2021255 PM To: Barron, Eric <EBarron@jeffcitymo.org> Cc: Wade, Shane.SWade@jeffcitymo.org> Subject: Re: Tract division application Thanks, Eric. Sent from my iPhone On Jun 24, 2021, at 1:35 PM, Barron, Eric <EBarron(a7jeffcitvmo.org. wrote: Hello Jeff, Yes, the proposed tract division has be received, distributed, and is currently in process of review. We have been inundated lately with plan reviews of various sorts, but your submittal should be at or near the top of our first in/first out process. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Wednesday, June 23, 2021 10:13 AM To: Barron, Eric <EBarron@ieffcitymo.orp Subject: Tract division application Eric: CMPS submitted the tract division application on June 7th. I have a contract with Union Pacific that is time - sensitive, and I don't want this to fall between the cracks. Sorry to bother you with this, but could you check and make sure this has come to the attention of the right people? Jeff Sent from Mail for Windows 10 From: Jeff Schaeperkoetter <jwschae@hotmail_com> Sent: Thursday, July 15, 2021 9:58 PM To: Barron, Eric <EBarron@jeffcitymo.org> Cc: Wade, Shane <SWacfe@jeffcitymo.org>; dsmith@cmps-inc.com; brockwell@cmps-inc.com; Bange, David <D8ange@jeffcitymo.org>; Bonnot, Len <LBonnot@jeffcitymo.org>; Dittmer, Lisa <Id ittm e r@ jeffcitymo.org> Subject: Re: Property Boundary and Tract Division Survey 600 block of West McCarty Street, - Plan Review Comments, Engineering and Planning Divisions, lst Review Thanks, Eric, that makes sense. I will get back with you tomorrow on this after talking with Darrell about the standard language they have. Jeff Sent from my iPhone On Jul 15, 2021, at 9:18 PM, Barron, Eric <EBarron(Ejeffcitymo.orp wrote: Hello Jeff, The note is meant to recognize that the tract does not qualify as an individual buildable lot as it, by itself, does not have street frontage - alley access does not qualify as street frontage). ft is not meant to state that nothing could be built on it. It can be used for future expansion by you - as your adjacent property does have street frontage. The city code section is: 35-50.0.1- all lots must have access on a dedicated public street. The note should probably be a bit longer, perhaps reading as: This tract does not qualify as an individual buildable lot, and is intended to be transferred and combined with the neighboring tract recorded in Book , Page . A tract must meet city code requirements to qualify as a buildable lot. CMPS has a standard note (similar to the above) that they put on parcel divisions. This one was missing that note, hence the staff comment. The purpose of course is to keep from any misunderstandings - we wouldn't want a future property owner to come in wanting to build something on a landlocked lot. If there's an issue with the language we can of course talk about that, but we need either a note to this effect, or, to include your tract in the survey and formally combine them so they'd be a single tract (which would greatly complicate things). I think I mentioned the note at our discussion at the front desk. Again, it's not meant to keep you from building on and using the property, it's meant to keep you from selling it individually off to someone else who would then want to build on it (with only alley access). If you have any questions I'm happy to discuss. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 On Jul 15, 2021, at 8:03 PM, Jeff Schaeperkoetter <jwschae@hotmail.com> wrote: Coorespondencelrimeline Packet Page 23 Shane: Thanks for sending this to me, but I am perplexed about Comment 5 from the Planning Department. Although I mentioned this to Eric in a pre -application meeting, perhaps it was not dear from the application that Oakbrook Properties, L.LC., has the contract with the railroad, and this property, obviously, adjoins our current property to the west which we are developing_ tithe new area does not qualify as a building site, I need to know what the qualifications are immekfiately so l can address that with the railroad. That limitation is certainly unexpected and will have a significant impact on our transaction. We have a dosing date coming up in early August, and l need to know what disqualifies this new tract and what, if any, remediations are available that might change that. A reference to the City Code would be helpful to me. Would you please ask the Planning Department commenter to repay to me as quickly as possible? [know that Darrell of CMPS has questions about Comment 1 as well. On that one, i guess I am confused about why I am having to bear the expense of showing the detail on an adjoining tract which is not a part of the tract division application. Could the existing detail on that adjoining lot be omitted like it is on the fire station property? Jeff 111(11i1(1+1(11111tIi1I++-t4-44++l 111l+f+11+11111 i111111111F[6t6I6111111164i++t+++�+++F i f (I 11 1 1'1 1 1 I (4-1 1 1 (-4- 4 (1 f t +++{-1- I+ 4! 1 t i 4 1 1 1 1 1 1 44.1 F 1- 1 1 1 1 1 I if 1 i l (I I t 1 1! 644+++++-14+++++++++ 111[1111114(11111++ Sent from Mail for Windows 10 From: Wade. Shane Sent Thursday, July 15, 2021 10:26 AM To: dsmithc cmps-inc.com; Brian Rockwell <brockwellPcmps-inc.com> (brockwellPcmps-inc.com) Cc: Barron Eric- Bange, David; Bonnot, Len; Dittmer, Lisa; 'jwschae(a hotmail.com' Subject: Property Boundary and Tract Division Survey 600 block of West McCarty Street, - Plan Review Comments, Engineering and Planning Divisions, 1st Review Darrel and Brian - Please find below the Plan Review comments from the Engineering and Planning Divisions concerning the survey submittal referenced above, submitted June 8, 2021 for review. Parcel Division Survey - 1. For the adjacent property at 620 West McCarty, please update what is shown for the building and for the parking area. A building expansion and parking area expansion has occurred for this property, since the previous survey was performed in 2002. Recent aerial photography should show updated layouts. The dimension offset from the back property line will change due to the fairly recent building addition. Label the building on the adjacent property as a "restaurant". 2. Provide a vicinity map for the survey. 3. Please remove "G1SP' from the signature block for Sonny Sanders signature. 4. in the title block, the owner referenced should be Union Pacific instead of Mo. Pacific Railroad. Please clarify. 5. Please add an additional note that "Tract B-1 does not qualify as an individual building lot" to the survey notes on the drawing (Planning Division comment). 6. Label the dimension N 42d 14m39s E 1.33' in similar fashion to all other property dimensions for Tract B-2. We have no additional comments. Please resubmit at least two (2) original revised documents addressing the comments above, along with the recording fee for the final submittal. Let us know if you have any questions concerning the comments. Thanks. Shane Wade Shane Wade, P.E. Pfan Review and Development Engineer City of Jefferson Dept. of Public Works Engineering Division 573.634.6449 0 573.634.6457 F swade@ieffcitymo.org CoorespondencefTimeline Pad* Page 25 From: Jeff Schaeperkoetter <jwschae@hotmail.oam> Sent Wednesday, May 18, 2022 9:07 AM To: Barron, Eric <EBarron@je fersoncitymo.gov> Subject: Re: 309 Bofrvar - Parking off of Alley Eric: Thanks for your note. 1 am aware, of course, of the fire department's concerns and certainly plan to talk to Chief Schofield before any request is submitted. Jeff Sent from my iPhone On May 18, 2022, at 8:05 AM, Barron, Eric <EBarron@jeffersoncitymo.gov> wrote: Hello Jeff, thank you for the reply. The Fire Department has some pretty specific concerns about the alley and the parking off of it, which were flushed out during the PUD review process and subsequent adoption of that plan by the City Council. You can propose changes, but I'm not sure we're going to be able to process them administratively given that they were fairly specific items incorporated into the plan sent to Council. If you have a proposal in mind, you can send it to me and we'll distribute it for review/comment Alternatively you could discuss any ideas you have directly with the Fire Department. Barring approval of a revised plan, it would be expected that the parking adjacent to the alley would be installed according to the approved plan, including installation of the missing island. We wouldn't be in a position to issue a certificate of occupancy for the building with these plan elements missing. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 From: Jeff Schaeperkoetter <jwsch ae @ hotm a i I. com> Sent Monday, May 16, 2022 4:18 PM To: Barron, Eric <EBarron@ieffersoncitymo.gov> Subject: RE: 309 Bolivar - Parking off of Alley Eric: Thanks for the a -mail. I had specifically requested that the concrete island not be installed at the time the back parking lot was poured. I knew that the front parking lot was going to be a bigger project, and that the front's completion was weather -dependent, and wanted to maximize on -site parking as much as possible, and that island's completion would obstruct parking in the rear. Subsequently, I have considered filing an application to seek approval of an amendment to the final PUD plan to allow straight -in parking rather than the parking provided for in the final PUD Plan as approved. In reading the city code, I think this may be a minor amendment as contemplated by the code. My thinking here is that the additional parking of at least 2 or 3 spaces would be beneficial without significant impact on the area. I know the City is dealing with parking issues on a much larger scale in the downtown area, and the long-term benefit of additional on -site parking may be attractive to the City as well. Coorespondencerrime!>Re Packet Page 26 Jeff Sent from Mail for Windows From: Barron, Eric <EBarron@jeffersoncitymo_gov> Sent: Monday, May 16, 2022 8:25:00 AM To: Jeff Schaeperkoetter <iwschae@hotmail.com> Subject: 309 Bolivar - Parking off of Alley Hello Jeff, I wanted to check in and make sure that the parking arrangement off of the alley at your new build'i ig was being installed according to plan, with 90 degree parking spaces off of a driveway accessed from the alley (rather than head in parking from the alley). I realize that the striping is not in yet. The concrete island adjacent to the alley connection to Bolivar note P24 on the attached plan) doesn't appear to be in place. Eric Barran Planning Manager City of Jefferson (573) 634-6419 Coorespondencernmellne Packet Page 27 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent Sunday, June 5, 2022 6:05 PM To: Schofield, Matt <MSchofield@jeffersoncitymo.gov>; Barron, Eric <EBarron@jeffersoncitymo.gov> Cc: Scott Schaeperkoetter <Scott@signaturehomesjc.com>; Turner, Jason <JTumer@jeffersonritymo.gov> Subject: RE: Parking area at rear of new building Chief Schofield and Eric: We are looking to a completion of the building later on this month, an.d t am getting nervous that the parking issue is still out there without a resolution. I will be heading out of town Thursday for a few days. Could I hear from somebody on Monday to see where we are on this? Jeff Sent from Mail for Windows From: Schofield, Matt Sent: Wednesday, May 25, 2022 5:52 PM To: Jeff Schaeperkoetter Cc: Scott Schaeperkoetter, Turner, Jason Subject: Re: Parking area at rear of new building Let's look to early next week, how does 1:30 on Tuesday sound? Sent from my iPhone On May 25, 2022, at 8:00 AM, Jeff Schaeperkoetter <jwschae@hotmail.com> wrote: Anytime today or tomorrow, then on Friday before 9 or after 3. Sent from my iPhone On May 25, 2022, at 7:55 AM, Schofield, Matt<MSchofield@jeffersoncitymo.eov> wrote: Mr. Schaeperkoetter, Our schedule is tight this week, what time were you thinking? Matthew D. Schofield, Fire Chief Jefferson City Fire Department City of Jefferson, Missouri mschofield@ieffersoncityrno.gov 573-634-6401 15S WC 72161 69721 This e-mail transmission, and any documents, files or previous e-mail messages attached to it contains information that is confidential, and may be legally privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving in any manner_ Thank you From: Jeff Schaeperkoetter cjwschae@hotmaii.com> Sent: Tuesday, May 24, 2022 8:01 PM To: Schofield, Matt <MSchofield@ieffersoncitymo.eov> Cc: Scott Schaeperkoetter <scott(E signaturehomesic.com> Subject: Parking area at rear of new building CoorespondencelFimeiine Packet Page 28 Chief Schofield: I was hoping it would be possible to squeeze into your schedule in the next few days what I think will be a fairly short meeting at the job site, regarding a matter of some urgency. Before that meeting, I thought it would be more efficient to lay out my thoughts via this e-mail. You may recall that the parking area for our new building between the building and Wall Way was formatted in the PUD Plan approved by the City so that the 4 parking spaces there would be oriented parallel with Wall Way. The fire department had expressed concerns regarding potential obstructions to the department's use of Wall Way. As that back parking lot was being poured, and in an attempt to facilitate on -site parking during the construction of the front parking lot, I asked that the back lot not be finished with that small island along Wall Way at the entrance from Bolivar, as provided in the Final site plan. That back parking lot is 26 feet deep from the sidewalk to Wall Way, which is, as I am told, 7 feet more than the 19 feet typically required. As a result, if vehicles were allowed to park back there perpendicular to the building (straight -in parking), they would have that extra room to back out and access Wall Way for their exit. That area is wide enough, even with the wider space required for the one handicapped space, to permit 7 or 8 spaces, which is 3 or 4 more than those which will be available with the approved parking plan. We would limit the use of that back parking lot to employees and the occasional users of the AirBnB, so that the use of the lot will be for those who will not be in and out of the lot frequently. Signage will be developed to restrict customers from using the lot. Deliveries will be made through the front parking area. I believe that the perpendicular orientation of the parking will not adversely impact the fire department's access to or use of Wall Way to a greater extent than that which will occur with the plan as approved. The change will allow additional on -site parking, which will reduce street parking in the area and the resulting impact on vehicular, pedestrian and cycling users. Additionally, it will enhance the parking for our project. The request for an amendment to the final plan can be approved administratively, and, of course, the City will not consider that as long as the fire department maintains its position. Because of the imminent completion of the building (we hope to have it done in the next month or so), the City will also not issue a certificate of occupancy until the back parking lot and the rest of the improvements are completed according to the plan. The completion of the small island and striping the lot per the approved plan can be done quickly, now that the front parking lot and apron are completed. thought I would reach back out to you to see if the department's concerns are somehow alleviated by this lengthy explanation. If that were the case, your assistance in passing that along to Eric Barron might be the next step, as I think the administrative approval of the amendment can occur pretty quickly. Of course, if that is not the case, I will not be filing the request for amendment. Chief, I understand the department's expressed concerns, and your position on this will not diminish my appreciation for the department's cooperation as we have moved along here. I just thought it was important to at least give you my thoughts. My telephone number is 573-301-7514 and I will be available any time Wednesday and Thursday, with some limited time as well on Friday. I hope you are willing to meet me up there, so we can show you "on the ground" the specifics of the request. You may want Chief Turner to be there as well. Jeff Sent from Mail for Windows Coorespondence/rimeline Packet Page 29 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Friday, June 3, 2022 4:01 PM To: Barron, Eric <EBarron@jeffersonciitymo.gov> Subject RE: Project Thanks, Eric. Sent from Mail for Windows From: Barron, Eric Sent Friday, June 3, 2022 3:54 PM To: Jeff Schaeperkoetter Subject: RE: Project Hello Jeff, Yes, a sign permit is still required. Sign permit applications are available online at: https://cros4files.revize.com/jefferso ncitvmo/PPS/Sign%200 ispiav%20App%202022.pdf They are processed by the Building Regulations Division, and can be submitted to the permit technician at the front desk in a similar manner as bundling permit applications. Sincerely, Eric Barron Planning Manager Qty of Jefferson 573-634-6419 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Friday, June 3, 2022 3:51 PM To: Barron, Eric <EBarron@ieffersoncitvmo.gov> Subject: Project I spoke with the fire department on Tuesday and they were going to get with you to discuss next steps for the parking. On another matter, please advise if, since the sign was part of the approved site plan, an application for a sign permit is required. This may be in another person's domain, if so, please forward this to them. Jeff Sent from Mail for Windows Coorespondencefl1met€ne Packet Page 30 From: Schofield, Matt<MSchofield@jeffersoncitymo.gov> Sent: Monday, June 6, 2022 6:30 PM To: Jeff Schaeperkoetter <jwschae@hotmail.com> Cc: Barron, Eric <EBarron@jeffersoncitymo,gov>; Scott Schaeperkoetter <scott@signaturehomesjc_com>; Turner, Jason <JTurner@jeffersoncitymo.gov> Subject: Re: Parking area at rear of new building On May 31, Fire Department representatives met with Jeff Schaeperkoetter to review the request for additional parking of seven or more spaces with future parking needs considered towards the East side of the property and elimination of the curb originally agreed to in the PUD. The Fire Department is concerned this will create additional static and transient traffic that will limit access on the dead-end alley and restrict emergency vehicles, as well as interfere with required access to the communications tower site at Fire Station 1. After careful consideration of the information provided on the request for additional parking already constructed at the rear of Three Story Coffee the Fire Department believes that the Final PUD site plan approved an 7-9-2021 already represents a substantial compromise on the part of the Fire Department that takes into account the concerns noted above. tt is not in the interest of the public that we serve to further complicate traffic congestion in this limited access area. iv;atr.he.v D. Schofield, Fire Chief Jefferson City Fire Department City of Jefferson. Missouri mschofield@leffersoncitymo.eov 573-634-6401 155 WC 72161 69721 This e-mail transmission, and any documents, files or previous e-mail messages attached to it contains information that is confidential, and may be legally privileged, and is intended for the use of the individual or entity named above_ If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving in any manner_ Thank you On Jun 5, 2022, at 6:05 PM, Jeff 5chaeperkoetter <jwschae@hotmail.com> wrote: Chief Schofield and Eric: We are looking to a completion of the building later on this month, and I am getting nervous that the parking issue is still out there without a resolution. I will be heading out of town Thursday for a few days. Could I hear from somebody on Monday to see where we are on this? Jeff Sent from Mail for Windows From: Schofield, Matt Sent: Wednesday, May 25, 2022 6:52 PM To: Jeff Schaeperkoetter Cc: Scott Schaeperkoetter; Turner, Jason Subject: Re: Parking area at rear of new building Let's look to early next week, how does 1:30 on Tuesday sound? Sent from my iPhone Coorespondence/Timeline Packet Page 31 On May 25, 2022, at 8:00 AM, Jeff Schaeperkoetter <jwschae@hotmail.com> wrote: Anytime today or tomorrow, then on Friday before 9 or after 3. Sent from my iPhone On May 25, 2022, at 7:55 AM, Schofield, Matt <MSchofield(iieffersoncitymo.gov> wrote: Mr. Schaeperkoetter, Our schedule is tight this week, what time were you thinking? Matthew D. Schofield, Fire Chief Jefferson City Fire Department City of Jefferson, Missouri mschofield@jeffersoncitymo.gov 573-634-6401 155 WC 72161 59721 This e-mail transmission, and any documents, files or previous e-mail messages attached to it contains information that is confidential, and may be legally privileged, and is intended for the use of the individual or entity named above. ]f you are not the intended recipient, or a person responsible for delivering it to the intended recipient, any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving in any manner. Thank you From: Jeff Schaeperkoetter <iwschae@hotmail.com> Sent: Tuesday, May 24, 2022 8:01 PM To: Schofield, Matt <MSchofield@ieffersoncitymo.gov> Cc: Scott Schaeperkoetter <scott@signaturehomesjc.com> Subject: Parking area at mar of new building Chief Schofield: 1 was hoping it would be possible to squeeze into your schedule in the next few days what I think will be a fairly short meeting at the job site, regarding a matter of some urgency. Before that meeting, 1 thought it would be more efficient to lay out my thoughts via this e-mail. You may recall that the parking area for our new building between the building and Wall Way was formatted in the PLID Plan approved by the City so that the 4 parking spaces there would be oriented parallel with Wall Way. The fire department had expressed concerns regarding potential obstructions to the department's use of Wall Way. As that back parking lot was being poured, and in an attempt to facilitate on -site parking during the construction of the front parking lot, t asked that the back lot not be finished with that small island along Wall Way at the entrance from Bolivar, as provided in the Final site plan. That back parking lot is 26 feet deep from the sidewalk to Wall Way, which is, as I am told, 7 feet more than the 19 feet typically required. As a result, if vehicles were allowed to park back there perpendicular to the building (straight -in parking), they would have that extra room to back out and access Wall Way for their exit. Coorespondenc,errimeline Packet Page 32 That area is wide enough, even with the wider space required for the one handicapped space, to permit 7 or 8 spaces, which is 3 or 4 more than those which will be available with the approved parking plan. We would limit the use of that back parking lot to employees and the occasional users of the AirBnB, so that the use of the lot will be for those who will not be in and out of the lot frequently. Sign ge will be developed to restrict customers from using the lot. Deliveries will be made through the front parking area. I believe that the perpendicular orientation of the parking will not adversely impact the fire department's access to or use of Wall Way to a greater extent than that which will occur with the plan as approved. The change will allow additional on -site parking, which will reduce street parking in the area and the resulting impact on vehicular, pedestrian and cycling users. Additionally. it will enhance the parking for our project. The request for an amendment to the final plan can be approved administratively, and, of course, the City will not consider that as long as the fire department maintains its position. Because of the imminent completion of the building (we hope to have it done in the next month or so), the City will also not issue a certificate of occupancy until the back parking lot and the rest of the improvements are completed according to the plan. The completion of the small island and striping the lot per the approved plan can be done quickly, now that the front parking lot and apron are completed. I thought I would reach back out to you to see if the department's concerns are somehow alleviated by this lengthy explanation. If that were the case, your assistance in passing that along to Eric Barron might be the next step, as I think the administrative approval of the amendment can occur pretty quickly. Of course, if that is not the case, I will not be filing the request for amendment. Chief, I understand the department's expressed concerns, and your position on this will not diminish my appreciation for the department's cooperation as we have moved along here. I just thought it was important to at least give you my thoughts. My telephone number is 573-301-7514 and I will be available any time Wednesday and Thursday, with some limited time as well on Friday. I hope you are willing to meet me up there, so we can show you "on the ground" the specifics of the request. You may want Chief Turner to be there as well. Jeff Sent from Mail for Windows CoorespondenceTmefine Packet Page 33 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Monday, June 27, 2022 10:22 PM To: Barron, Eric <EBarron@jeffersoncitymo.gov> Cc: Scott Schaeperkoetter <scott@signaturehomesjc.com> Subject: RE: 3 -Story Coffee - request for Temporary CO Eric: Thanks for your note. I apologize for the late response, but I first saw this when I was at the St. Louis airport picking up family in for the holidays, and am just now getting to my computer. I wanted you to have this response when you arrive in the morning to emphasize the importance of the request that Scott has made. I was aware that Scott had requested the temporary certificate of occupancy last week, and that you were not back in the office until today. I know that Scott made the request because he was told by city personnel that temporary certificates had been granted by the City in similar circumstances. I think you may be aware that the request was for the ground floor of the building, which is complete, while the upper story portion of the building can be completed within the 45 -day period of the temporary certificate. The issuance of the temporary certificate is critical. The business to be located on that main floor closed its location on Dunklin Street on Saturday so that the equipment could be relocated to the new building and connected for its use on opening. That opening has been planned for Wednesday, which gives us tomorrow to get the temporary certificate in place. The back parking lot can not easily be finished at this point because the dumpster needs to remain in place for debris removal purposes, and trucks with trailers will need access to the rear of the building through which second floor completion with be accomplished. I want to make it clear that we will be requesting that the City approve an amendment to the final PUD Plan, through whatever process the City deems necessary, to provide for increased pull -in parking spaces in that rear lot. You indicated that I had "no success" with the Fire Department after discussing this. While they did not agree, I frankly found their basis for that decision to be unreasonable, and I am not willing to accept the Fire Department as the final authority on the parking amendment issue. Frankly, it denies my company as the owner of the property the full and unfettered use of a public street. I know that the City code allows minor amendments to the plan to be approved by staff, and that staff has apparently relied on the Fire Department to determine that this is not a minor amendment. If that means that the final decision on the matter must be made through the Planning and Zoning and City Council process, I am fine with that, even though the City knows that the process of completing the parking lot according to the current plan will cost me a significant amount of money. I would respectfully request that the temporary certificate be issued immediately so that occupancy and operations may commence as planned on Wednesday. If that can not be done, 1 would like to know by Tuesday noon, so we can arrange the necessary contractors to finish the parking lot as soon as possible. That may mean, of course, that those'finishes will need to be removed and re -done at our cost if the amendment to be proposed is accepted by the City Council. I have cc'd Scott on this. To facilitate our progress, please "reply all". Jeff Sent from Mail for Windows Coorespondenceflimefine Packet Page 34 From: Barron, Eric Sent: Monday, June 27, 2022 1:00 PM To: Jeff Schaeperkoetter Subject: 3 -Story Coffee - request for Temporary CO Hello Jeff, We have a request from Scott with Signature Homes for a temporary CO. We still have the outstanding issue of the rear parking area. I understand you had discussions with the Fire Department on changes with no success. Can you state what your plans are for the rear parking area at this point? Eric Barron Planning Manager City of Jefferson (573) 634-6419 Coorespondencemmetine Packet Page 35 From: Jeff Schaeperkoetter<jwschae@hotmail_com> Sent: Tuesday, June 28, 2022 4:25 PM To: Kreyling, Matt <MKreyfing@jeffersoncitymo_gov> Cc: Scott Schaeperkoetter<Scott@signaturehomesjc.com>; Barron, Eric <EBarron@jeffersoncitymo.gov>; Sanders, Sonny<SSanders@jeffersoncitymo.gov>; Vande Voorde, Dan <DVande Voorde@jeffersoncitymo.gov> Subject: Re: TCO for Three Story Coffee Matt: Thanks for getting this done in so timely a fashion for us. We will let Dan know when the roaster is moved. Jeff Sent from my iPhone On Jun 28, 2022, at 3:51 PM, Kreyling, Matt <MKreyling( ieffersoncitymo.gov> wrote: Jeff, Attached is the TCO for the lower level at 311 Bolivar for Three Story Coffee to begin operating. Please be sure to contact our mechanical inspector (Dan VandeVoorde) prior to beginning operation of the coffee roaster being installed on the west end of the building. If you have any questions or need anything else, please feel free to calf or email at any time. Matthew Kreyling, CBO Building Official City of Jefferson 320 E McCarty Street Jefferson City, MO 65101 T — (573) 634-6410 mkreyling@ jeffersoncitymo.gov www.ieffersoncitymo.gov CoorespondencerT imeline Packet Page 36 TEMPORAECV CE rE'IIFI LATE OF OCCUPANCY Department of Planning & Protective Services Division of Building Regulations 320 East McCarty Street, Jefferson CiLy MO 65101 Phone: 573.634-6410 Fax: 573-634-6562 titrildiii Locations: Type of Occupancy: Type of Construction: Design Occupant Load: Related building Permit: Description Sprinkler: OWNER CAPITAL OPPORTUNITY FUND i. I. C 320 NtS110DSE BLUFF OR JEFFERSON CITY, MO 65101 311 i1OLNAR 5T A-2 (Assembly) 75 (lower level only) 9P21-06CG Construction of a new 2 story building and associated site irnproventertts- NFPA 13 CONTRACTOR SIGNATURE HOMES OF JEFFERSON CITY INC. P,O. BOX 105738 JEFFERSON CITY, MO 65110 Restrictions: This certificate is to allow occupancy and operation of the coffee shop an the lower level only. Tho upper level and north parking area shall be limited to construction access only until brought into conformance with the previously submitted and approved plans. This certificate expires August 12, 2022. This is to certify that the premifet has heed lrttpected and are in compliance with the iwild.ng codes and ordinances at ha City insofar as can be determined by a visual inspection of the building. Current Adopted Codes: 2014 National Electrical Cade 2015 International Ptumbiai Code /015 Ime(r.ational Fire Cody 2015 International Meclun1cal Cade 2015 international Swinuning Pool and Spa Code 2015 International 0uikf ina Code 2015 International Residential Cede 2015 International Existing Buildrg Coda 71115lnternatlonal Fuel Gas Cade The City dacs not m,s'se airy guarantee Of warranty as to the condition of these prenises at the quality at workmanship in the construction or rehabiEtatian of the premises- Pot does the Cayassume any liability *Meg homthe inspection and issuance at this rempararyCertificate et Occupancy. it is specttcatty understood that this Certificate becomes null and void when secured through fraud or tivhen changes In construction, et ase If made without the approval of the Department of Plantlyig & Protective Services. Issued by mat wvs Kreyiing, WI** Official Date: ve $ Coorespondence/Timeline Packet Page 37 From: Jeff Schaeperkoetter <jwschaechotmail.com> Sent: Monday, July 11, 2022 8:10 AM To: Barron, Eric <EBarron@jeffersoncitymo.gov> Cc: Sanders, Sonny <SSanders@jeffersoncitymo.gov>; Schofield, Matt <MSchofield@ jeffersoncitymo.gov>; Turner, Jason <JTumer ar? jeffersoncitymo.gov> Subject: RE: Parking area at rear of new building Eric: I will be filing the amendment form, hopefully this morning. I do appreciate that you responded last week in a timely fashion for me to meet the filing deadline. I still think that this should be considered as a minor change. The use of (b)(2) and (d)(4) as the basis for staff deciding it is not a minor change is interesting to me. is this really a relocation or just a change of orientation? Does any increase in parking spaces increase the demand for traffic circulation? Taking this through the Planning and Zoning and City Council process just adds to the time and expense of the project. Also, my memory may be slipping, but I do not recall that the parking area was any significant part of the City Council meeting. Staff may have had pre -meeting discussions with council members, but I was not privy to those discussions. I guess the recording of the meeting would be the available, and it might be good for you to provide me with that. All that being said, if staff reconsiders and determines that this is a minor change that it can approve administratively, I am obviously fine with that. Jeff Sent from Mail for Windows From: Barron, Eric Sent Friday, July 8, 2022 5:12 PM To: Jeff Schaeperkoetter Cc: Sanders, Sonny; Schofield, Matt; Turner Jason Subject: RE: Parking area at rear of new building Hello Jeff, I'll direct you to the Major PUD Plan Amendment process for this request. Staff do not believe it falls into a Minor PUD Amendment category for the following reasons: Section 35-74.C.5.b.(2) regarding minor changes not to relocate parking areas closer than 10 feet to a street right-of-way line. Section 35-74.C.S.d.(4) regarding minor changes not being authorized for increased demand for traffic circulation. Also, the parking area adjacent to the alley was a major item of review, consideration, and presentation to the City Council. It is staffs view that only a Gty Council action can amend such an item. The process would be for an Amendment to the Final PUD Plan. The process is essentially the same as the initial PUD approval process, and involves public notification (including mailed letters to neighbors and property sign posting), public hearing before the P&Z Commission, and public hearing before the City Council. Application form is available at: https://cros4files.revize.com/ieffersoncitymo/P&Z and BOA postines/app-PUD- Revised % 20J u ly%202018.pdf Applicable attachments would be: - Written narrative describing the request. Site Plan drawing showing the requested change. Application fee of $700 Any other relevant information. The PUD approval at the City Council had some specific references to the alley. I have attached Ordinance 16083. CoorespordencerErnegne Packet Page 38 The Final PUD Plan (approved administratively by staff per Section 35-74_C_4_ej is also attached. The application deadline for the August meeting of the Planning and Zoning Commission is Monday, July 11. The Filing Deadline Calendar, with meeting schedules for both the P&Z Comrission and City Council, is available at: https://cros4files.revize.com/jeffersoncitvmo/2022%20PZ%20Fi l ing%20Calendar%20Public. pdf if you have am questions let me know. Sincerely, Eric Barron Nanning Manager City of Jeffer. san 573-634-6419 From: Jeff Schaeperkoetter <iwschae@hotmail.com> Sent: Thursday, July 7, 2022 2:36 PM To: Barron, Eric < EBarror_ipieffersoncitymo.gov> Cc.: Sch sfield, Matt < MSchofeldP ieffersoncitymo.eov>; Turner, Jason <JTurnerra7jeffersoncitymo.gov> Subject: FW: Parking area at rear of new building Eric: As t indicated to you earlier, I will be filing a request to amend the PU) Nan for the property at 309/311 Bolivar Street. I want to make sure that I follow the correct procedure, and am relying an Section 35-74 for that procedure. Please advise that I am relying on the proper code section for filing the proposed amendment. t note that that section requires the applicant to provide the Director with an erwelope and notice addressed to any person who testified regarding the project at a prior public meeting. 1 recall that a neighbor testified at the City Council meeting, and would request that you provide me with the name and address of a!1 persons who testified at either the Planning and Zoning Commission or Council meeting. If you would prefer,: i can glean that information from the minutes of the meetings, in which case I would need a copy of them., which canbe sent to me electronically. I will be requesting that the amendment be deemed a minor change, and, of course, am prepared to present the request to the Planning and Zoning Commission and City Council as necessary. I assume that, if the P & Z process is necessitated by a staff decision that this is not a minor change, there may he a notice requirement, and l would appreciate it if you would provide me with the notice requirements so l can determine whether the August 4 P & 2 meeting is a possibility. Your earliest possible response is requested as the timing of this is important to us. Jeff Schaeperkoetter Capitol Opportunity Fund, L.L.C. Sent from Mail for Windows Ccorespondencefrimeilne Packet Page 36 On Aug 29, 2022, at 1:34 PM, Barron, Eric <EBarron@jeffersoncitymo.gov> wrote: Hi Jeff, I'd probably refer you to the law department on any contract regarding the tower. The meeting at the City Council on September 6 is just bill introduction. If there are concerns about the language of the bill there should be ample time to address them prior to public hearing/bill passage on September 19. ft would be a standard bill approving a PUD plan amendment, with the condition that the P&Z Commission placed on it. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 from: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Monday, August 29, 2022 1:27 PM To: Barron, Eric <EBarron@jeffersoncitymo.gov> Cc: Sanders, Sonny <SSanders@jeffersoncitymo.gov>; Kreyling, Matt <MKreyling@jeffersoncitymo.gov> Subject: RE: City Council meeting on proposed amendment Thanks, Eric. I had intended to cc Mr. Sanders and Mr. Kreyling as they were on a previous email. Since the concerns expressed by staff did not only involve the fire department's issues, I just wanted to inquire so I can be prepared for the hearing before the City Council. I have rearranged a flight schedule to come back to Jefferson City early for the Council meeting, and learning the bill language and recommendation on the Thursday or Friday before the council meeting does not provide much of an opportunity to prepare for the hearing. l have asked Kortney to give me a link to the P & Z hearing. To help me prepare further for the City Council hearing, 1 would also like a copy of the contract with the tower company so I can see the language guaranteeing them access to the tower site. I am not sure who would have this, so let me know if I need to contact somebody else. Jeff Sent from Maii for Windows From: Barron, Eric Sent: Monday, August 29, 2022 8:11 AM To: Jeff Schaeperkoetter Cc: Sanders, Sonny; Kreyling, Matt Subject: RE: City Council meeting on proposed amendment Hello Jeff, Coorespondenceflimeline Packet Page 40 Staff recommendations do not typically change between the P&Z and City Council meetings. That being said, if you're looking for feedback from the Fire Department on their thoughts, I'd refer you directly to them. I noticed that you copied Matt Kreyling (the Building Official} on this email. If you were intending Matt Schofield (the Fire Chief} you may have tagged the wrong email address. The City Council packets typically are posted by the Clerk by Thursday/Friday before the Council Meeting. That posting includes the bill and bill summary with recommendation. Sincerely, Eric Barron Planning Manager City of Jefferson 573-634-6419 From: Jeff Schaeperkoetter <jwschae@hotmail.com> Sent: Wednesday, August 24, 2022. 1:56 PM To: Barron, Eric<EBarron@jeffersoncitvmo.gov>; Kreyling, Matt <MKreyling@jeffersoncitymo_gov>,SandeTs,Sonny <SSa nders@ jeffersoncitymo. goon Subject: City Council meeting on proposed amendment Gentlemen: As I prepare for the City Council meeting, l need to inquire as to the position City staff (including the fire department) will take on the proposed amendment now that P & Z has recommended approval_ Jeff Sent from Mail for Windows CoorespondencefTimeline Packet Page 41 City of Jefferson Department of Planning & Protective Services 320 E McCarty SL Jefferson City, MO 65101 December 27, 2022 Dear Property Owner: Carrie Tergin, Mayor Sonny Sanders, A(CP, Director Phone: 573434-6410 Fax: 573434-6457 This letter is to notify you that the Jefferson City Planning and Zoning Commission will meet at 5:15 p.m. on Thursday, January 12, 2023 in the Council Chambers of the John G. Christy Municipal Building, 320 East McCarty Street to consider the following matters (see map on back): Case No. P23003 — 309 & 311 Bolivar Street, Amendment to PUD Plan. Request fled by Capital Opportunity Fund LLC, property owner, to amend the approved PUD Planned Unit Development plan to change the number and orientation of parking spaces located on the north side of the property adjacent to West Wall Way. The property is located on the northeast comer of the intersection of West McCarty Street and Bolivar Street and is described as the northerly part of Inlot No. 424, in the City of Jefferson, Cole County, Missouri. As a nearby landowner and/or neighbor, you are being provided notice of this hearing_ Unfortunately, we are unable to record comments received by telephone, however, written comments may be directed to the Planning and Zoning Commission in one of the following ways: e-mail: JCPlanning@jeffersoncitymo.gov fax: Dept. of Planning and Protective Services / Planning Division 573-634-6457 mail: Dept_ of Planning and Protective Services / Planning Division John G. Christy Municipal Building, 320 E. McCarty Street Jefferson City, MO 65101 Written comments received on or before 1:00 p.m. on the day of the meeting will be made a part of the official record and copied and distributed to Commission members at the meeting. Those unable to provide written comments in advance are invited to deliver their comments to the Commission Chairman only at the meeting. Correspondence received after 1:00 p.m. on the day of the meeting will be included in the official record, but there is no guarantee that copies will be made for distribution to all Commission members. For your information, this case is tentatively scheduled for a public hearing in front of the City Council an February 20, 2023. The City Council meets at 6:00 p.m. in the Council Chambers of the John G. Christy Municipal Building, 320 East McCarty Street. Information regarding this case may be viewed on the Planning and Zoning Commission webpage at: httrs://www.ieffersoncitvmo.qov/government/planningfplanninq and zoning commission.php Please contact the Planning and Zoning Division via phone at 573.634.6573 with pertinent questions. Best Regards, Kortney Bliss Planner 1 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. Pleases call (573) 634-6410 with questions regarding agenda items. Case No. P23003 309 & 311 Boiivar Street Major PUD Ran Amendment 185 ft. Notification Buffer s 0 40 E0 teo zoo 320 ?ff Feet Jefferson City Planning and Zoning Commission Property Owner list Case No. P23003 1914 PROPERTIES L L C 1234 ASHBURY WAY WARDSVILLE, MO 65101 309 & 311 Bolivar Street AMERICAN TOWER CORP SITE 4274000 PROPERTY TAX PO BOX 723597 ATLANTA, GA 31139-0597 AT&T SERVICES AT&T SERVICES TOWER PROPERTY TAX TEAM 754 PEACHTREE ST NE 16TH FLOOR ATLANTA, GA 30308 BRYAN, JOSEPH T 304 BOLIVAR ST JEFFERSON CITY, MO 65101 CAPITAL OPPORTUNITY FUND L L C 320 NISHODSE BLUFF DR JEFFERSON CITY, MO 65101 JEFFERSON CITY DISTRIBUTORS INC 301 CONSTITUTION DR JEFFERSON CITY, MO 65109 KALUGINA, SVETLANA 306 BOLIVAR ST JEFFERSON CITY, MO 65101 LINCOLN CENTER L L C 1718 HAYSELTON DR JEFFERSON CITY, MO 65109 MASTROGIANNIS PROPERTIES L L C 117 MONTEREY DR JEFFERSON CITY, MO 65109 MISSOURI LOCAL GOVERNMENT EMPLOYEES RETIREMENT SYSTEM (LAGERS) PO BOX 1665 JEFFERSON CITY, MO 65102 12/28/22 ST LOUIS, MO 63101 MISSOURI STATE OF PO BOX 809 JEFFERSON CITY, MO 65102 OAKBROOK PROPERTIES L L C 320 NISHODSE BLUFF JEFFERSON CITY, MO 65101 RADEMANN, EDWIN A & JUDY A TRUSTEES 4820 RAINBOW HILLS RD JEFFERSON CITY, MO 65109 SCHRIMPF, STEVEN 2820 BRUSH CREEK CT JEFFERSON CITY, MO 65109 SIMS, WILLIAM DOUGLAS TRUSTEE 330 BOLIVAR ST JEFFERSON CITY, MO 65101 WANSING, FRANKLIN G 310 BOLIVAR ST JEFFERSON CITY, MO 65101 MISSOURI PACIFIC RAILROAD CITY ADMINISTRATOR: BILL SUMMARY BILL NO: 2022-106 SPONSOR: Councilmember Lester SUBJECT: Final Subdivision Plat of TC3C Subdivision (Planning & Zoning Commission Case No. P23004) DATE INTRODUCED: February 6, 2023 DEPARTMENT DIRECTOR(S): /s Staff Recommendation: Approve. Summary: Standard ordinance approving and accepting a final subdivision plat. Origin of Request: Property Owner through the Planning and Zoning Commission Department Responsible: Department of Planning and Protective Services PERSON RESPONSIBLE: SONNY SANDERS /Eric Barron Background Information: This bill would replat 6 existing vacant lots located along Marshall Street and Roland Street into 10 lots. The property is zoned RS -4 Single Family Residential. The purpose of the request is to pursue development of 10 single family residential houses. No new streets are proposed as a part of the Final Subdivision Plat and utilities exist in the vicinity. Please see attached Planning and Engineering Division staff reports for more information. Planning and Zoning Commission Review. The Planning and Zoning Commission reviewed the Anal Subdivision Plat at their meeting of January 12, 2023. The motion to recommend approval to the City Council PASSED on a vote of 7 in favor, 0 against. Public Comment Received. No public comment has been received to date. Fiscal Information: $400.00 in application fees were received. Planning and Zoning Recommendation: Approve. BILL NO. 2022-106 SPONSORED BY Councilmember Lester ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, ACCEPTING AND APPROVING THE FINAL SUBDIVISION PLAT OF TC3C SUBDIVISION, A SUBDIVISION OF THE CITY OF JEFFERSON, MISSOURI. WHEREAS, Zeal Enterprise, LLC, owner of the real estate hereinafter described, having submitted to the City Council a plat of said real estate, being located in Jefferson City, Cole County, Missouri, and described as: All of Lots B, C, D, E, F, and G of REPLAT OF PART OF ROLAND L. WIGGINS SUBDIVISION, as per plat of record in Plat Book 12, page 114, Cole County Recorder's Office. Containing in all 1.88 acres; and WHEREAS, it appears that said plat has been fully and properly signed and accepted by the owner of said subdivision, known and referred to as TC3C Subdivision, that all taxes have been paid, that in all respects the requirements of Chapter 445, RSMo, entitled "Plats" have been fully complied with by the owner of said subdivision, and that in all respects the requirements of the Planning and Zoning Commission of the City of Jefferson, Missouri, relating to plats and subdivisions have been complied with. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. That the Final Subdivision Plat of TC3C Subdivision, lying, being and situated within the corporate limits of the City of Jefferson, Missouri, as shown by the said plat attached hereto and made a part of this ordinance, is hereby approved and accepted by the City Council of the City of Jefferson, Missouri. Section 2. The Mayor and City Clerk are hereby authorized and directed to endorse acceptance of said plat hereon and to certify approval of said plat under the City of Jefferson seal. 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 ATTEST: Mayor Carrie Tergin APPROVED AS TO FORM: City Clerk City At rney SITE LOCATION MAP r Lo:ilitiniY 2ir x MOW % 4.22 22 O. IAAPLIV . WOK01,RSi1u 1 inch r 30 feet 0 15 30 40 10 1 0245022 325. - YM ) Malt ew1 50*02 1124 TAU MGMThe Sabah NOSES: 0. i TheSabah Ina Rem the mew.ko4 m4. be BS eel. Prtlldr.ern kW. CDae i FI3O.IMNNeeilaOIkThom, le bin.bleMtlwr.rwe w Oi15 O1r0 u ponies, Moe r.eea..a. Leaf. O.b b,.4, .n, my,.meaa am{IPnY awr54ware L rota. 1 �4.1.11..Mwa.l4e, 0,., .001/241.11.1,..dY muDS011eCt Lel Crewpt . DCesP. AM tl,eme In Beek 14.p*e 4 Mo. eeek Pre 574 Caw ce*oteepeer. coke. Cele CPA., 10104.,.0 1 UMW Kit espial efndkoadLWtp.SAONbx asp,p0c, nor. 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Beek 12. page 114 Llr 01L261 DOOM. 400.024•.4414 • 4.4141.411.1 004.105 gP5n,1K5f4 5.5.15,55 IMP PT NE 1/4, Sec.la T44N, RI11f MIL MOP 1001Mx1K1. tlN a1111P*61. 100044..4•101 LOT7 1un4.x 04 .001024 M000 lYw 17137 • !DIM L 1110OLCS SLID. 011 m PIN PF OLM I ek it men' SLIM R mom: 1.141 I0P111,1•04 ,1 IOI4NO L 510106 SORresna Mal Peek 4. pea le z- - 1 OpOR005.1G I00R 011 MG( IS ZONED: RS -4 Walt SAW m a.wl Mom. 11.0245041 aoo52 120 1221 It TC3C SUBDIVISION A REPLAT OF LOTS B, C, 0, E, F & G OF REPLAT OF PART OF ROLAND L. WIGGINS SUBDIVISION AS PER PLAT OF RECORD IN PLAT BOOK 12, PAGE 114 BEING A PART OF THE NORTHEAST QUARTER SECTION 18, TOWNSHIP 44 NORTH, RANGE 11 WEST JEFFERSON CITY, COLE COUNTY, MISSOURI ZONED: RS -4 AREA: 1.88 ACRES PROYERIY BOUNDARY DESCR11R10N N ofleo a,.-• 11,02 O d& EI oe MPS P MuwLosr1M3NOgev6O,415w pad maa a 021 bet IL pp 112. fde Conte a.rM4. Me. eeewrn w 4.1104. kow.caa, aMTP r41Pwd.o •wlw+rsw101ww, es pee pm dnr4. a PM 1.111;..1.11411 *,0, rRr 50101... OVINE." CERIIPIGTE wwr4w.t .r ma w WlM& w* O.neh meow. d Meson. Me Memo *sag. wed" 4.breve* .p.oe Dem.*, a.m lama ewe.wto be n.1.emoneyed end ,.4&0 11242. a51D54.1.01P. ex me. pep. .Ire aM P,mww aw b4. pr x M. 0 4.,e.0e.,441r4wpw11Ca wm.aarrOaNOMpmr.Wrrp Oeee pewee to.`ewutsow wvd 14.4444/ ,1000. M. 1+6.4.2 .Sett 24 4..20750 1.022 P Cole. qd Je-•aey 541$ Wen meneomeW peewee a,,,IPey4.14014 rwnyeed re110Me.ww1244 we imam 0 ko.n poem 4.M .In e,pd4. O.1aeN%1042n.e1 r 0e Meager of 4.40 [meNb1 Ilk 1 anpei,WrvOmmnr. H,abaarN Wind 1w0. el OM brp4WY.W841 I,y 1..w.ed.. be.2 .41.1 ewe We74eee WWI reWen1M r. fO La ....aim r ..1=y:s- 4,..6_01..r-ets., Ware w5.w�,lmr",wI15m5 entral Missouri Professional Services, Inc. L1601ID0110 - 01/574}240 - Wt14WJ 7411426 1500 t 2.00012 ,...e 5050101 riaTIM N 5072, 124!0015 03101 54. 000040 TC3C SUBDIVISION (1000 Block, Marshal Street) r41/4.s.. 18, T441,1,1111W, Jefferson Oiy, C14e C6, MO Zeal Enterprise LLC (Tim Joseph) en 0.2x12 14... (11 e4 rot: em1 .1 Cif 5.61 97-133 0L501L Excerpt of Unapproved Minutes JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 5:15 p.m. COMMISSION MEMBERS PRESENT Dale Vaughan, Chair Penny Quigg, Vice Chair Gregory Butler Emily Fretwell Hank Vogt Treaka Young Jacob Robinett Sara Michael, Alternate COMMISSION MEMBERS ABSENT Bunnie Trickey Cotten Shanon Hawk Tom Werdenhause, Alternate Randy Hoselton, Alternate COUNCIL LIAISON PRESENT Michael Lester STAFF PRESENT Eric Barron, Planning Manager Dustin Birch, Associate City Counselor Kortney Bliss, Planner Sonny Sanders, Director of Planning & Protective Services Shane Wade, Civil Engineer Lisa Dittmer, Administrative Assistant Jason Turner, Division Chief JCFD ATTENDANCE RECORD 7 of 7 7 of 7 4 of 7 6 of 7 7 of 7 6 of 7 5 of 7 1 of 1 6 of 7 6 of 7 0 of 2 1 of 2 Guests: Paul Samson with Central Missouri Professional Services, Council Members Laura Ward and Scott Spencer, Timothy A Joseph, Jeff and Jane Schaeperkoetter, Jacob Brooke, Lois Hogan, Teresa Tolksdorf, Joe Scheppers, Jay and Kim Fischer, and Carolyn McDowell. Case No. P23004 — 1000 Block of Marshall St., Final Subdivision Plat of TC3C Subdivision. Request filed by Zeal Enterprise, LLC, property owner, for a Final Subdivision Plat for 1.88 acres proposing creation of 10 lots. The property is zoned RS -4 Medium Density Residential and is located on the Marshall Street cul-de-sac 250 feet north of East Franklin Street and with frontage also on Roland Street and is described as Part of the Northeast Quarter Section 18, Township 45 North, Range 11 West, in the City of Jefferson, Cole County, Missouri. (Central Missouri Professional Services, Consultant). Ms. Bliss stated the applicants are requesting a final subdivision plat that would replat 1.88 acres from six existing lots into 10 new lots to be used for single family residential uses. Paul Samson with Central Missouri Professional Services (CMPS), representing property owner Zeal Enterprises, LLC, presented the case. The purpose of the replat of the subdivision is to create ten single family residential lots out of the existing six lots. The property is zoned RS -4 which has a minimum lot frontage of 60 feet. The proposal is to take the existing two lots on Roland Street and divide into three lots and divide the four lots on Marshall Street into seven lots. The intent is to build smaller homes with single family garages. All of the existing infrastructure is in place, no new streets are proposed. Utilities are on site including stormwater, sanitary sewer, water and electric. Ms. Bliss stated lot size dimensions were looked at, for the RS -4 district the minimum lot size acreage is 6,000 square feet and the lot width is a minimum of 50 feet, these lots are in compliance with the zoning code requirements. A fire hydrant exists along Roland Street, but the applicant will need to comply with the requirement of the fire code for fire hydrant placement on Marshall Street. Staff recommends approval of the final plat with the conditions that technical comments by city staff be addressed and a finalized plat be submitted prior to City Council. Mr. Wade advised infrastructure does exist in the vicinity, utilities appear to be in order other than the fire hydrant on Marshall Street. Minor comments have been sent back to the consultant for the final resubmittal. The plat, as presented, is in good order and the engineering division recommends approval. Ms. Quigg moved and Mr. Robinett seconded a motion to recommend approval to the City Council of the requested final subdivision plat of TC3C Subdivision with the following conditions: a. Address technical comments from city staff. b. Submittal of finalized and signed plat prior to introduction to City Council. The motion passed 7-0 with the following votes: Aye: Butler, Fretwell, Michael, Quigg, Robinett, and Vogt, and Young. Nay: None Jefferson City Planning & Zoning Commission January 12, 2023 Case No. P23004 1000 Block of Marshall Street Zeal Enterprise, LLC Final Subdivision Plat City ©f Jefferson Planning & Zoning Commission LOCAL" . N MAP Case No, P23004 WOO Block of Marshall Street Final' Subdivision Fiat s SIIO Feat E. City of Jefferson Pi . caning and Zoning Commission VICINITY Case No. P23004 1000 BFc ck of Marshall Street Final Subdivision Plat N 0 85 Rao} 340 Feet PLANNING STAFF REPORT JEFFERSON CITY PLANNING AND ZONING COMMISSION January 12, 2023 Case No. P23004 —1000 Block of Marshall St., Final Subdivision Nat of TC3C Subdivision. Request filed by Zeal Enterprise, LLC, property owner, for a Final Subdivision Plat for 1.88 acres proposing creation of 10 lots. The property is zoned RS -4 Medium Density Residential and is located on the Marshall Street cul-de-sac 250 feet north of East Franklin Street and with frontage also on Roland Street and is described as Part of the Northeast Quarter Section 18, Township 45 North, Range 11 West, in the City of Jefferson, Cole County, Missouri. (Central Missouri Professional Services, Consultant). Description of Proposal A request was filed for a final subdivision plat. Given the name TC3C Subdivision, this final subdivision plat would consist of 1.88 acres currently zoned RS -4 Medium Density Residential. The final subdivision plat would replat 6 existing lots into 10 new lots to be used for single family residential units. Review and Approval Process Final subdivision plats are reviewed in accordance with Chapter 33 The Subdivision Code and Chapter 35 Zoning Code with recommendation from the Planning and Zoning Commission and final decision by the City Council. Staff Analysis Current zoning designation of RS -4 requires the subdivision to comply with density and dimensional standards of that particular district. This includes lot size and width specifications. The RS -4 district requires a minimum net lot area 6,000 square feet and minimum lot width of 50 feet. Final Subdivision Plat request - information for consideration: Proposed Subdivision Name: TC3C Subdivision Total Acreage: 1.88 acres. Number of Lots: 10 proposed lots Lot Sizes: Lot 7 is proposed to be the largest at approximately 11,571 square feet and Lot 10 is proposed to be the smallest at approximately 6,458 square feet. Sidewalks: Existing sidewalk is located along Roland Street and the northern side of Marshall Street, ending at the cul-de-sac. Streets: No new streets are proposed. Utilities: Utilities exist in the vicinity. Fire Hydrant: Fire hydrants exist on Roland Street with proper spacing. A fire hydrant will likely need to be installed on Marshall Street to serve the proposed lots. Staff Recommendation The proposed final subdivision plat has been reviewed with respect to applicable City Code requirements such as those laid out in Chapter 33 The Subdivision Code and Chapter 35 Zoning Code. Technical comments from staff will need to be addressed. Staff recommended approval of the final plat of TC3C Subdivision with the condition that technical comments by city staff be resolved. Form of Motion 1. Motion to recommend approval to the City Council of the requested final Subdivision plat of TC3C Subdivision with the following conditions: a. Address technical comments from city staff. b. Submittal of finalized and signed plat prior to introduction to City Council. Jefferson City Planning & Zoning Commission Meeting Engineering Division Staff Report Thursday, January 12, 2023, 5:15pm Item 6. — New Business/ Public Hearings Case No. P23004 — Re -Plat/ Final Plat of TC3C Subdivision, 1000 block of Marshall Street (RS -4) ENGINEERING STAFF RECOMMENDATION - Recommend approval. Existing Infrastructure Summary • Public infrastructure exists in the vicinity. • Storm water facilities exist in the vicinity. • Sanitary sewer facilities exist in the vicinity. • Streets are existing in the vicinity. • Sidewalk exists for this subdivision. • A street light exists for this subdivision. • Utilities will need to be checked, to see if adequate facilities are in place to serve these proposed lots. It does not appear that any fire hydrants are present in the vicinity of the cul-de-sac. Technical Review of the Plat • A few very minor technical review comments for the plat have been sent back to the consultant for consideration. These comments will need to be addressed prior to consideration of the plat by the City Council. The plat as presented is in good order. cagy of Jeefaason Departrnon2 of Planning is: Protective Services 320 s. McCarty Street Jefferson City, MO 53101 Phone: 573-6344410 ic-, irasv.ke. rfT[ citym antra vvudw jeffersoncilymo.gov APPLICATION FOR SUBDIVISION PLAT The orld'ersigned hereby petitions the Planning and Zoning Commission and City Council of the City of Jefferson, Mii'sso+uri for the following type of subdivision: Preliminary Pfa3 X Final Plat 1. Name of Subdivision: TC3C SUBDIVISION 2_ General location: WOO BLOCK OF MARSHALL ?. Existing!Proposed zoning: RS -4 4. ExistingJPaoposed use of the property: Single Family R'esi lel:t6at 5. Size of tire properly in acres: 1.88 Acres 15. 'Total number—anumber-a lots pvirpased: )U 7. Description deny to the Subdivision Reg #aficsis being requested {please nate seclian number of the regulation below and attach a fetter siatinn gjialstific.EVora for Vile variance(s): None. 8.. Application filing fee: $ 440.00 9. Signatures: Zeal Enterprise, tl.LC - Tim Joseph Pretimanavy flat =:$5115+ $ tJot_J4inor Revision = $250 +$5 per lot Final. Plat =$.160 r + $:5 errot lid P.rreliminary Plat (Reu£secil lolly 1„ze ------ti 4 Property Owner Name (type or print) Paul Samson, PE Engineer Maine (type or. print) Date 1 Brian Rockwell Surveyor Name (type or print) Properly Q .er Sigma "Date elm .}yon: Signature Engineer Signature /2 ',z 12/7/Zg Date Contact persi for ttli'Sapplication: Name: Pad Samson - CMPS Phone Wi[mber: 573-634-3455 mss.: 2'500 E. McCarty 5t Jefferson City, MO 8101 Efirteilt psarmson Imps-inc.com For Staff Ilse On1t : Attachments — Variance request lefler Notes: 14de+ameA docemeritatiorr forfiVeruaisshouitfcorrfacYtheADACaordinafora((573¢634.657(1 rargneefaccasurrrocralionsoraltemativeformalsasrequiredundertheAnaa arcs. mit Disabilities Act. Please allow three business days, 16 process Ole receesf_ Paget of 5 BILL SUMMARY BILL NO: 2022-094 SPONSOR: Councilmember Wiseman SUBJECT: Amend Chapter 19 of the Code of the City of Jefferson, Schedule 0 (Parking Time Limit Zones), to Match Existing Conditions on East High Street and Lafayette Street DATE INTRODUCED: January 17, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: /40Vdit . // y;�� Staff Recommendation: Approve. l Summary: If approved, this would modify City Code to match existing parking time limit conditions in various locations on East High Street and Lafayette Street. Origin of Request: Staff; through the Transportation & Traffic Commission Department Responsible: Department of Public Works PERSON RESPONSIBLE: MATT MORASCH P.E./David Bange, P.E. Background Information: While looking at the parking time limit request in the 600 block of E. High St., Staff noticed some inconstancies between existing conditions and existing City Code. To fix the inconstancies, Staff is recommending the following modifications be, for the following reasons. 1) Parking is no longer available in these locations, so Staff is recommending removing parking time restriction from them. • High Street: on the south half thereof, east and within 45 feet of the east curb of Lafayette Street. • Lafayette Street: on the east side thereof, a distance of 71 feet south of the south curb of East McCarty Street. (Ord. No. 10499, § 2, 9-16-85) • Lafayette Street: on the east sides thereof, extending 100 feet south of the south curb of East High Street. 2) Parking is not currently signed with a time restriction in these locations, so Staff is recommending removing the restriction from City Code. • Lafayette Street: between Capitol Avenue and Commercial Avenue. 3) City Code has this area listed with 2 different time restrictions. One of the restrictions matches existing signed condition, so Staff is recommending removing the other from City Code. • Remove: High Street: on the north half thereof, between points 20 and 112 feet east of the east curb of Adams Street. • Leave in Place: High Street: on the north side of the 400 block thereof. This issue was discussed at the December 2022 Transportation and Traffic Commission meeting. Approval was recommended by Commission members to make the above listed modifications. Fiscal Information: Estimated cost for Staff to make changes to the code. BILL NO. 2022-094 SPONSORED BY Councilmember Wiseman ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), TO MATCH EXISTING CONDITIONS ON EAST HIGH STREET AND LAFAYETTE STREET. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section c (Time Zone C, 1 -hour limit) of the Code of the City of Jefferson, Missouri, is hereby amended by the Addition of: Street. High Street: on the south half thereof, east and within 45 feet of the east curb of Lafayette Street. Lafayette Stfeet: en the east s de thereef, a sec Of 71 feet semi e.f the south curb of East McCafty Street. (-Ord. No. 10'199, § 2, 9 16 85) Section 2. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section e (Time Zone E, 2 -hour limit), Subsection 1 (Between 7 am & 7 pm) of the Code of the City of Jefferson, Missouri, is hereby amended by the Addition of: Lafayette Street: on the east side thereof. extending 100 feet south of the south curb of East High Street. Lafayette Street: between Capitol Avenue and Commercial Avenue. 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 A Editor's note: Deleted language shown thus. Added language shown thus. BILL SUMMARY BILL NO: 2022-095 SPONSOR: Councilmember Wiseman SUBJECT: Amend Chapter 19 of the Code of the City of Jefferson, Schedule 0 (Parking Time Limit Zones), by the Modification of the 600 block of East Hight Street from 2 hours (section e) to 4 hours (section f) DATE INTRODUCED: January 17, 2023 / 1 747, DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: If approved, this would modify the parking time limit in the 600 block of E. High Street to 4 hours. Currently the time limit in this block is 2 hours. Origin of Request: Ms. Charlotte Boockman (business owner in the block); through the Transportation & Traffic Commission Department Responsible: Department of Public Works PERSON RESPONSIBLE: MATT MORASCH P.E./David Bange, P.E. Background Information: The 600 block of East High Street is located between Marshall St. and Lafayette St. The buildings along this block are a mix of commercial and residential. Currently the block has parking on both sides, and all parking is limited to 2 -hours between 7 am & 7 pm, Monday — Saturday. If the majority of owners and tenants are agreeable or indifferent to modifying the time limits, Staff could support modifying time limits on the north half of the block, south half of the block, or both. However, Staff would suggest setting time limits as 1 -hour, 2 -hour, 4 -hour, 10 -hour, or Unrestricted as these are more common in the Downtown area than a 3 -hour time limit. This issue was discussed at the December 2022 Transportation and Traffic Commission meeting. Comments where heard from the requestor — no other comments were heard or received from the mailings to area tenants/owners. [Notifications were sent to 529, 530, 600, 601, 606, 609, 615, 616, 617, 620, 621, 623, 624, 626, 628, 630, 631, 633, 700, 701 East High St.] Approval was recommended by Commission members to modify the parking time limit to 4 hours. Fiscal Information: Estimated cost for Staff to make changes to the code and $100 in labor and materials to modify parking signs. BILL NO. 2022-095 SPONSORED BY Councilmember Wiseman ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), BY THE MODIFICATION OF THE 600 BLOCK OF EAST HIGH STREET, FROM 2 HOUR (SECTION E) to 4 HOUR (SECTION F). BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section e (Two-hour limit), subsection 1 (7 am — 7 pm) of the Code of the City of Jefferson, Missouri, is hereby modified by the deletion of: . (-Ord. 15173. § 1. 9 16 2(113) Section 2. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section f (four-hour limit) of the Code of the City of Jefferson, Missouri, is hereby modified by the addition of: High Street East: on both sides of the 600 block thereof. 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 Editor's note: Deleted language shown thug. Added language shown thus. BILL SUMMARY BILL NO: 2022-096 SPONSOR: Councilmember Wiseman SUBJECT: Amend Chapter 19 of the Code of the City of Jefferson, Schedule 0 (Parking Time Limit Zones), by Deletions Next to 1001 West McCarty Street DATE INTRODUCED: January 17, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: If approved, this would remove parking time limits from 2 spaces next to 1001 W. McCarty Street. One space is on West McCarty Street and one space is on Brooks Street. Origin of Request: Staff; through the Transportation & Traffic Commission Department Responsible: Department of Public Works PERSON RESPONSIBLE: MATT MORASCH P.E./David Bange, P.E. Background Information: Near the south-west corner of the Brooks St. — W. McCarty St. intersection, there are 2 - time limited spaces. Both are located next to 1001 W. McCarty St., with one on Brooks St. and one on W. McCarty St. These spaces were requested in 1987 by the business in that building (alteration shop), and approved via ordnance 10959. Since then, the shop has been closed for several years and no new business has moved in. Given this and the residential nature of the area, Staff is requesting the time limits be removed from both blocks to allow residents to legally utilize these spaces. This issue was discussed at the December 2022 Transportation and Traffic Commission meeting. No public comments were received from the mailings to area tenants/owners. [Notifications were sent to 404, 406, 407, 408, 410, 415, 416, 418, & 420 Brooks Street; and 921, 922, 1000, 1004, 1005, 1007, 1008, 1009, 1010, 1011, 1013, 1014, & 1001 West McCarty Street.] Approval was recommended by Commission members to remove the parking time limit from both spaces. Fiscal Information: Estimated cost for Staff to make changes to the code and remove parking signs and poles. BILL NO. 2022-096 SPONSORED BY Councilmember Wiseman ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AMENDING CHAPTER 19 (MOTOR VEHICLES AND TRAFFIC), SCHEDULE 0 (PARKING TIME LIMIT ZONES), BY DELETIONS NEXT TO 1001 WEST MCCARTY STREET. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section C (one -hour limit), of the Code of the City of Jefferson, Missouri, is hereby modified by the deletion of: Brooks Street: the west s-ide e the 490 bkeck tbeFeef beginning a d-istance of 29 feet frem tape south curb of :"c.st McCall hd :end south a distance of 25 feet. (Ord. No. 10959, § 1, 1-2 7 87) McCarty Street, West: the setHth side of tote 1-040 block beginning at a point 11 feet seven inches -frotn-the-west-eur-b-e-f-Brooks---Street-and-extend-i-Fig-west-a-4i stance -of -40 §-17 12 7 87) Section 2. Chapter 19-401 (Motor Vehicles and Traffic), Schedule 0 (Parking Time Limit Zones), Section e (two-hour limit), subsection 1 (between 7 am — 7 pm) of the Code of the City of Jefferson, Missouri, is hereby modified by the deletion of: Brooks Street: the west side of the '100 block tktcrcof beginning a distance of 20 feet from the south curb of Wcst McCarty and extending south -a distance of 25 feet. (Ord. No. 10959, § 1. 12 7 87) McCarty Street, Wcst: the south side of the 1000 block beginning at a point 11 feet seven inches from the west curb of Brashs Street and -ex west a distance of 40 feet. (Ord. No. 10959, § 1, 12 7 87) 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 Cit &Aflorney Editor's note: Deleted language shown thus. Added language shown thus. BILL SUMMARY BILL NO: 2022-097 SPONSOR: Councilmember Fitzwater SUBJECT: Authorizing a $69,950 Contract with Automotive Technology for the Service of Demolition and Installation for a New Bus Lift for Transit in Central Maintenance DATE INTRODUCED: January 17, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. l Summary: This bill will authorize a $69,950 contract with Automotive Technology for the demolition/removal of the old bus lift and the installation of a new bus lift. The current lift is well past its expected lifespan and is not fully functioning. Origin of Request: City Staff Department Responsible: Public Works PERSON RESPONSIBLE: MATTHEW J. MORASCH, P.E./Gerry Stegeman Fiscal Information: This project is part of MO -2022-043 which will fund $55,960 (80%) of this project. A $13,990 (20%) local match is required, which will come from CIP/Transit Matching funds. FISCAL NOTE: Account Number FY 2022 ButI vet Expended or Encumbered Amount Estimated Spend Amount Balance 63-630-572020 45-990-590070 Purchase of Equipment — Transit Fund Transit Matching — Sales Tax G Funds $216.000.00 $400,000.00 S111.067.75 $253,098.24 Total Amount $55,960.00 $48,972.25 $13,990.00 S69,950.00 $132,991.76 BILL NO. 2022-097 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 AUTOMOTIVE TECHNOLOGY 1N THE AMOUNT OF $69,950 FOR THE DEMOLITION OF THE OLD BUS LIFT AND INSTALLATION OF A NEW BUS LIFT. WHEREAS, Automotive Technology is the Sole Source Procurement. NOW, THEREFORE BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Automotive Technology is the Sole Source Procurement. The Rotary bus lift was purchased off of a State contract. Automotive Technology is the sole service provider authorized for Rotary Lifts in the Jefferson City area. Section 2. The Mayor and City Clerk are hereby authorized and directed to execute an agreement with Automotive Technology. Section 3. The agreement shall be substantially the same in form and content as the agreement attached hereto as Exhibit A. Section 4. 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 FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Sole Source Procurement — Automotive Technology Public Works - Transit RECOMMENDATION: Staff recommends purchasing demolition and installation services for a new bus lift from Automotive Technology, Inc of Fenton, Missouri by means of sole source procurement. The Rotary lift was purchased from Vehicle Services Group, LLC from a statewide contract issued by the Office of Administration. This contract only supplied the equipment. It did not provide for removal, site preparation, and installation services. Automotive Technology, Inc is the only authorized supplier for services for this equipment for our region, therefore making this a sole source procurement. Prior to the installation, the contractor required soil samples from the area in order to provide an accurate bid. At that time, the vendor was deemed to be a sole source by the City Administrator since it was within his purview ($7,500). We are asking for approval to declare this purchase as a sole source and to approve the expenditure and contract. The total cost for the removal of the existing lift, site preparation, and installation of the new lift is $69,950. SOLE SOURCE PROCUREMENT: Automotive Technology, INC, Fenton, MO FISCAL NOTE: Account Number Description FY 2022 Budget Expended or Encumbered Amount Estimated Spend Amount _ Balance 63-630-572020 Purchase of Equipment -- Transit Fund $216,000.00 $111,067.75 $55,960.00 $48,972.25 45-990-590070 Transit Matching — Sales Tax G Funds $400,000.00 $253,098.24 $13,990.00 $132,991.76 Total Amount $69,950.00 Total City Cost $69,950 ATTACHMENTS - SUPPORTING DOCUMENTATION Signature 4_ eph/iG hsking Agent 113123 Automotive Technology Inc. City ofJefferson City 820 E. Miller St. Jefferson City, MO 65101 Mod 35 in -ground lift 12/27/22 Mod 35 Automotive Technology, Inc. 544 Mae Court, Fenton, MO 63026 636-343-8101 • Fax: 636-343-5597 • Toll Free: 1-800-875-8101 www.automotivetechnology.com E-mail: doug@automotivetechnology.com Labor & Materials: S69,950 Remove existing lift from pit including all chain. cylinders and black piping Pump oil from trench and tanks (1 -above ground. I -below ground into 55 gallon drums. leave for customer to dispose of. Remove chase pipe cover plates. steel piping and superstructures. Sawcut floor 10' wide x 32'-4" Long and from front of lift to MCP location at front wall. Jack hammer out concrete, remove with backhoe and dump offsite Excavate to appropriate elevation per pit drawings and expose existing pit walls as you go Jack out existing walls, remove spoils with backhoe, dump spoils offsite Remove existing fixed position cylinder and moveable cylinder Soils engineer to inspect exposed pit to ensure verify soils are as expected per report Install specified geotextile (per soils engineer) between pea gravel and concrete BackfiI existing pit length that is from 6'6 BFF to 8'BFF with %" minus rock and compact with drone compactor Pit is now ready for normal Mod 35 installation Make final air connections to MCP from existing airline on wall. Electrician to bring power to the MCP (By others) -208v. 3phz Add Oil. bleed, run and test lift. Train customer on operation. Not included: Permit Stamped drawings Electrical connections. by others (power to Master Control Panel -MCP) Structural/Soil condition issues that require remediation (water. cave-in, undermining of existing floor...) Underground utilities encountered. requiring repair Additional concrete required outside the 10'w X 32'4" I cutout. Weekends, Holidays or required 0'I' Non-ATI labor Automotive Technology, Inc. Automotive Technology Inc. 28 December 2022 To: Britt Smith Jefferson City Public Works Cc: Shawn Stumpe Subject: Mod35 installation pricing explanation Enclosure: Updated Mod35 Installation quote Britt 544 Mae Court, Fenton. MO 63026 636-343-8101 • Fax: 636-343-5597 • Toll Free: 1-800-875-8101 www.automotivetechnology.com E-mail: doug@automotivetechnology.com When we started working on this project, we gave you a budget installation price of $50,000 for the lift install. This number was based on our last installation done in 2020. With the damage to your existing lift (concrete bowing in severely) we recommended a soils analysis to determine what was causing the lift damage to ensure it would not affect the new lift installation. We said we would provide an actual installation quote once we knew the results of the soils analysis. The soils analysis is now complete. A lot has happened since 2020 and our last Mod35 installation. Prices/costs have increased on everything. Specifically: Materials (concrete. rebar. rock, PVC. plywood...) have increased 150-250%. Labor. rental equipment. excavation. fuel - have increased over 25% As a result of these increased costs. the 2022 installation price is $68.950. The soils analysis requires the use of a non -woven geotextile to separate the pea gravel from the existing soil/clay. We will also need a visual inspection of the excavation by a soils engineer to ensure the soils are as expected and will bear the lilt weight. The adder for both of these is $1,000. The total Mod35 installation quote is $69.950 ($1,305 less than our previous email -was able to find the non -woven fabric locally and fora lot less). We hope this helps explain the difference between our original budget number and the actual numbers. Please let us know of any more questions. Sincerely Doug Slattery President City of Jefferson Finance Department, Purchasing Div. 320 E. McCarty St. Room 202 Jefferson City, MO 65101 MEMORANDUM TO: Steve Crowell City Administrator FROM: Leigh Ann Corrigan Purchasing Agent DATE: October 28, 2022 RE: Sole Source — Automotive Technology, Inc Carrie Tergin, Mayor Leigh Ann Corrigan Purchasing Agent .S01 e_ Central Maintenance needs to replace the bus lift. The purchase of the bus lift is being procured using an Office of Administration statewide contract. The contract is for the lift only. The lift must be installed by an authorized dealer. Automotive Technology, Inc. of Fenton, MO is our authorized dealer. Please see the attached letter from Rotary. We also posted the intent to award the work as a sole source on Bonfire and asked vendors to notify us if they were able to perform these services. We did not receive any responses. Automotive Technology must first conduct a soil analysis before they can give us a firm quote on the removal of the existing lift and installation of the new lift. The soil analysis will cost $7,500. It is estimated the cost for the removal/installation will be around $50,000. I am requesting approval for the soil sampling as a sole source. Once this is completed and we receive the quote for the removal and installation work, we will take that to City Council for approval. Please indicate if you approve or decline this request for a sole source purchase. Thank you. Approve: , Ls.�..lf _ Decline: Date: Automotive Technology Inc. EXHIBIT A Automotive Technology, Inc. 544 Mae Court, Fenton, MO 63026 636-343-8101 • Fax: 636-343-5597 • Toll Free: I-800-875-8101 www.autornotivetechnology.cotn C -mail: cloug rr,automotivetechnology.com Due to the extreme bowing of the existing concrete slab for the HD inground lift, a soils analysis is required to ensure we do not put a new lift in the ground and then have the same issue in the future. This will be a two step process to figure out the problem and then design a solution for it. Soil Analysis conducted by a soils engineering firm Task 1 Conduct a subsurface investigation to characterize the soil, rock and groundwater conditions pertinent to installation of the Rotary Mod 35 lift. Two borings to approximately 17' below floor elevation. Task 2 Deliver a preliminary verbal report of field observations. The complexity of subsurface conditions and the actual findings of the field investigation will dictate to what extent "final" design recommendations can be provided with the preliminary report. Task 3 Evaluate the findings of the site subsurface investigation to design and conduct laboratory testing to quantify and supplement field data and observations. Task4 Analyze field data and observations, local soil and rock stratigraphy, and laboratory data to prepare an engineering report that describes: allowable foundation bearing capacity: foundation settlement estimates; anticipated lateral earth pressures; subsurface drainage recommendation; and pertinent geotechnical construction considerations Structural review of Soils analysis, conditions and recommendations Analysis of the soils report and the Rotary Mod35 lift installation design Design changes to the proposed Rotary Mod35 installation to address the soil conditions identified in the soil report The cost for these analysis/reviews: Soils analysis (2-3 weeks) $ 7,500 Stuctural engineering TBD (may or may not need) Once we have a solution to the problem, ATI and Rotary can schedule the Mod35 for installion. September 27, 2022 Re: Rotary Authorized Distributor/Installer This letter is to inform you that Automotive Technology Inc. is our Rotary Authorized Dealer in your area with sales and installation RAI status. Rotary Authorized Installers and service companies are factory trained and committed to offering the highest level of service and installation on behalf of Vehicle Service Group, LLCIRotary Lift. To activate the first year of parts warranty on this product the installation shall be done by a Rotary Authorized Installer and the product registered with the factory. If you have any questions, please call me toll free at 800-445-5438 x5655. Sincerely, Christine Bilz Government Sales Leader 800445.5438 x5655 bilz@rotwylift.com 'otarylift.com ROTARY LIFT The World's Most Trusted Lilt . o„ ROTARY LIFT A DOVER) COMPANY 2700 Lanier Drive Madison, Indiana 47250-0560 P: 800.640.5438 F: 800.578.5438 www.rotarylift.com r.. �F JI�F1i ER S_ON SS4071-10122 - Sole Source - Rotary Lift Installation Project Overview Project Details Reference ID SS4071-10122 Project Name Sole Source - Rotary Lift Installation Project Owner Leigh Ann Corrigan Project Type SS Department Public Works - Transit Budget $0.00 - $0.00 The City of Jefferson intends to award a contract for the demolition of an existing Rotary bus lift and the installation of a new Rotary bus lift as a sole source provider. If you are authorized by Rotary to perform these services in the Jefferson City, MO area, please respond to this notification with your qualifications and documentation showing you are a Rotary authorized provider/installer. Project Description Open Date Oct 18, 2022 12:00 PM CDT Close Date Oct 25, 2022 12:00 PM CDT Highest Scoring Supplier Score No vendors responded to this notification Generated on Oct 25. 2022 12:09 PM CDT - Leigh Ann Corrigan Page 1 of 4 JEP FERSON. Submissions Supplier No responses received Date Submitted Name Email Confirmation Code Project Criteria Criteria Vendor is Authorized by Rotary Total Points Pass/Fail 0 pts Description Generated on Oct 25, 2022_ 12:09 PM CDT - Leigh Ann Corrigan Page 2 of 4 r rf J ERSON Vendor List i rriaii Addressor Domain Name Date Invited aforrest@euronetworldwide.com Oct 18th 2022, 12:02 PM CDT agoddard@oxfordats.com Oct 18th 2022, 12:02 PM CDT aian.kraemer@psxgroup.com Oct 18th 2022, 12:02 PM CDT ariellegroup@gmail.com Oct 18th 2022, 12:02 PM CDT bissot@jmr-tech.com Oct 18th 2022, 12:02 PM CDT bob@ledouxindustries.com Oct lath 2022, 12:02 PM CDT carrieg@plattcon.net Oct 18th 2022, 12:02 PM CDT chollingsworth@jbs.edu Oct 18th 2022, 12:02 PM CDT christopher.gallagher@sbdinc.com Oct 18th 2022, 12:02 PM CDT collin.pohl@mobilemoney.net Oct 18th 2022, 12:02 PM CDT corey@wyco.biz Oct 18th 2022, 12:02 PM CDT csr2@stairbusters.com Oct 18th 2022, 12:02 PM CDT estimating@eaglerock.us Oct 18th 2022, 12:02 PM CDT gemsinc@gemsenvironmental.com Oct 18th 2022, 12:02 PM CDT h.mcanderson@govoptimum.com Oct 18th 2022, 12:02 PM CDT info@fardenterprises.com Oct 18th 2022, 12:02 PM CDT jcartmill@shieldsharper.com Oct 18th 2022, 12:02 PM CDT jmathews@mathmec.com Oct 18th 2022, 12:02 PM CDT jon.dickson@johnstonesupply.com Oct 18th 2022, 12:02 PM CDT kdickerson@vtc.us.com Oct 18th 2022, 12:02 PM CDT keith@eliteelevatorservices.com Oct 18th 2022, 12:02 PM CDT kmcclave@wrallp.com Oct 18th 2022, 12:02 PM CDT mhewetz@bxkentucky.com Oct 18th 2022, 12:02 PM CDT michael@txlsrc.com Oct 18th 2022, 12:02 PM CDT michai@real.kalisz.pi Oct 18th 2022, 12:02 PM CDT mikes@dps-inc.net Oct 18th 2022, 12:02 PM CDT ngarcia@real. inc Oct 18th 2022, 12:02 PM CDT nhusiow@gmail.com Oct 18th 2022, 12:02 PM CDT paui@cityfire.com Oct 18th 2022, 12:02 PM CDT paul@cowboyscranes.com Oct 18th 2022, 12:02 PM CDT quinley.inc@gmail.com Oct 18th 2022, 12:02 PM CDT rcamacho@gemsenvironmental.com Oct 18th 2022, 12:02 PM CDT rickb@pennfence.com Oct 18th 2022, 12:02 PM CDT ryan.maher@sdvservicesinc.com Oct 18th 2022, 12:02 PM CDT smarchette@airlinkint.com Oct 18th 2022, 12:02 PM CDT sveith@aaansi.com Oct 18th 2022, 12:02 PM CDT tstonge@maycontracting.com Oct 18th 2022, 12:02 PM CDT vanessa.krodell@dormakaba.com Oct 18th 2022, 12:02 PM CDT Gereraied to C;,t 2a. <'��� 12:09 PM CC: i - Leigh Ann Corrigan Page 3 of 4 7 veronica@mid-americanelevator.com Oct 18th 2022, 12:02 PM CDT vicki@hoppscsi.com Oct 18th 2022, 12:02 PM CDT Generated on Oct 25, 2022 12:09 PM CDT - Leigh Ann Corrigan Page 4 of 4 CITY OF JEFFERSON CONTRACT FOR CONSTRUCTION SERVICES 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 Automotive Technology, Inc. hereinafter referred to as "Contractor". WITNESSETH: THAT WHEREAS, Contractor has become the lowest responsible bidder for furnishing the supervision, labor, tools, equipment, materials and supplies for the following City improvements: removal of previous bus lift, site preparation and installation of a new bus lift. NOW THEREFORE, the parties to this contract agree to the following: 1. Scope of Services. Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for the site preparation and installation of a transit bus lift, 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 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's Public Works Department and in accordance with the rates and/or amounts stated in the bid of Contractor dated December 22, 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. The total amount of this contract shall not exceed an estimated amount of Sixty -Nine Thousand Nine Hundred Fifty Dollars and Zero Cents ($69,950.00) 3. Manner and Time for Completion. Contractor agrees with the City to furnish all supervision, labor, tools, equipment, materials and supplies necessary to perform, and 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 from the date of the last signature and shall be completed within six (6) months. 4. Prevailing Wages. If the bid price is $75,000 or higher, prevailing wage will apply to public works projects. 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 Annual Wage Order No. 26 Section 026 in which the rate of wages is set forth. Contractor further agrees that Contractor will keep an accurate record showing the names and occupations of all workers 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 workers 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 each week. In accordance with Section 290.250, RSMo, Contractor shall forfeit to the City One Hundred Dollars ($100.00) for each worker employed, for each calendar day or portion thereof that the worker is paid less than the stipulated rates for any work done under this contract, by Contractor or any subcontractor under the Contractor. 1 5. Insurance. Contractor shall procure and maintain at its own expense during the life of this contract: A. Workmen's Compensation Insurance for all of its employees to be engaged in work under this contract. B. Contractor's Public Liability Insurance in an amount not less than $3,000,000 for all claims arising out of a single occurrence and $500,000 for any one person in a single accident or occurrence, except for those claims governed by the provisions of the Missouri Workmen's Compensation Law, Chapter 287, RSMo, and Contractor's Property Damage Insurance in an amount not less than $3,000,000 for all claims arising out of a single accident or occurrence and $500,000 for any one person in a single accident or occurrence. C. Automobile Liability Insurance in an amount not less than $3,000,000 for all claims arising out of a single accident or occurrence and $500,000 for any one person in a single accident or occurrence. 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 and the City as the insured, in an amount not less than $3,000,000 for all claims arising out of a single accident or occurrence and $500,000 for any one person in a single accident or occurrence, 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. Such policy shall not be required if the City of Jefferson is endorsed as an additional insured under the policies described in Sub -paragraphs B and C above and such are not subject to cancellation or modification without thirty (30) days' notice to the City. E. 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 Sub -paragraphs A, B, and C hereof and in like amounts. F. Scope of Insurance and Special Hazard. The insurance required under Sub -paragraphs B and C hereof shall provide adequate protection for Contractor and its subcontracts, respectively, against damage claims which may arise from operations under this contract, whether such operations be by the insured or by anyone directly or indirectly employed by it, and also against any special hazards which may be encountered in the performance of this contract. NOTE: Paragraph F is construed to require the procurement of Contractor's protective insurance (or contingent public liability and contingent property damage policies) by a general contractor whose subcontractor has employees working on the project, unless the general public liability and property damage policy (or rider attached thereto) of the general contractor provides adequate protection against claims arising from operations by anyone directly or indirectly employed by 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. 2 7. Liquidated Damages. The City may deduct Two Hundred Dollars ($200.00) from any amount otherwise due under this contract for every day Contractor fails or refuses to prosecute the work, or any separable part thereof, with such diligence as will ensure the completion by the time above specified, or any extension thereof, or fails to complete the work by such time, as long as the City does not terminate the right of Contractor to proceed. It is further provided that Contractor shall not be charged with liquidated damages because of delays in the completion of the work due to unforeseeable causes beyond Contractor's control and without fault or negligence on Contractor's part or the part of its agents. 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 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 (1) 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. 11. Payment for Labor and Materials. 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. 12. Supplies. 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 1986 as amended. 13. Performance and Materialman's Bonds Required. Contractor shall provide a bond to the City before work is commenced, and no later than ten (10) days after the execution of this contract, guaranteeing the Contractor's performance of the work bid for, the payment 3 of amounts due to all suppliers of labor and materials, the payment of insurance premiums for workers compensation insurance and all other insurance called for under this contract, and the payment of the prevailing wage rate to all workmen as required by this contract, said bond to be in a form approved by the City, and to be given by such company or companies as may be acceptable to the City in its sole and absolute discretion. The amount of the bond shall be equal to the Contractor's bid. 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 attorneys' fees and expenses incurred in such action. 17. Contract Documents. The contract documents shall consist of the following: a. This Contract d. Notice to Bidders b. Addenda e. Signed Copy of Bid c. Information for Bidders f. Drawing and/or Sketches This contract and the other documents enumerated in this paragraph, form the contract between the parties. These documents are as fully a part of the contract as if attached hereto or repeated herein. 18. Complete Understanding, Merger. Parties agree that this document, including those documents described in the section entitled "Contract Documents", represent the full and complete understanding of the parties. This contract 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. In the event that either party shall seek to enforce the terms of this contract through litigation, the prevailing party in such action shall be entitled to receive, in addition to any other relief, its reasonable attorneys' fees, expenses and costs. 20. 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. 21. 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 4 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 grounds 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. 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. Construction Safety Program Requirements. a. Contractor shall require all on -site employees to complete the ten-hour safety training program required pursuant to Section 292.675 RSMo, if they have not previously completed the program and have documentation of having done so. All employees working on the project are required to complete the program within sixty (60) days of beginning work on the Project. b. Any employee found on the worksite subject to this section without documentation of the successful completion of the course required under subsection (a) shall be afforded twenty (20) days to produce such documentation before being subject to removal from the project. c. Pursuant to Section 292.675 RSMo., Contractor shall forfeit as a penalty to City Two Thousand Five Hundred Dollars ($2,500.00) plus One Hundred Dollars ($100.00) for each employee employed by 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 periods in subsections (a.) and (b.) have elapsed. City shall withhold and retain from the amount due Contractor under this Contract, all sums and amounts due and owing City as a result of any violation of this section. 26. Federal Funds The City of Jefferson is a recipient of federal grant funds. Therefore, the grant requirements in Exhibit B shall be fully considered in preparing responses and performing work under any resulting award. 27. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the following addresses. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. 5 If to the City: City ofJefferson Department of Law 320 East McCarty Street Jefferson City, Missouri, 65101 CITY OF JEFFERSON, MISSOURI City Administrator Date: ATTEST: City Clerk APPROVED AS TO FORM: If to the Contractor: Automotive Technology, Inc. Doug Slattery 544 Mae Court Fenton, MO 63026 AUTOMOTIVE TECHNOLOGY, INC. Title: Date: ATTEST: Title: 6 EXHIBIT A .kulomolivi Tethnutogy Ine. City ol'Jefferson City 820 E. Miller St. Jefferson City. MO 65101 Mod 35 in -around lift 12/27/33 Mod 35 Automotive Technology, Inc. 544 Mae Court, Fenton. MO 63026 636-343-810] • Fax: 636-343-5597 • Toll Free: 1-800-875-8101 vww.automotivctcchnoloay.com E-mail: doug@automotivetechnology.com Labor & Materials: S69,950 Remove existing lift from pit including, all chain. cylinders and black piping Pump oil from trench and tanks ( I -above ground. I -below ground into 55 gallon drums. leave for customer to dispose of'. Remove chase pipe cover plates. steel piping and superstructures. Sawcut floor i0' wide x 32'-4" Long and from front of lift to MCP location at front wall. Jack hammer out concrete. remove with backhoe and dump offsite Excavate to appropriate elevation per pit drawings and expose existing pit walls as you go Jack out existing walls. remove spoils with backhoe. dump spoils offsite Remove existing fixed position cylinder and moveable cylinder Soils engineer to inspect exposed pit to ensure verify soils are as expected per report Install specified geotextilc (per soils engineer) between pea gravel and concrete Rackfill existing pit kngth that is from 6'6 BEF to 8'BFF Nvith 3/.t" minus rock and compact drone compactor Pit is now ready for normal Mod 35 installation Make final air connections to MCP from existing airline on wall. Electrician to bring power to the MCP (By others) -208v. 3phz Add Oil. bleed. run and test lift. Train customer on operation. with Not included: Permit Stamped drawings Electrical connections. by others (power to Vlastci' Control Panel -MCP) Structural/Soil condition issues that require rerilcdiation (water. cave-in, undermining of existing floor...) Lnderground utilities encountered. requiring repair Additional concrete required outside the t0'w X 32'4"1 cutout. Weekends, Holidays or required OT Non-ATI labor Automotive Technology, Inc. Automotive Technology Inc. 28 December 2022 To: Britt Smith Jefferson Cite Public Works Cc: Shaun Stump(' Subject: vlod35 installation pricings explanation Enclosure: Updated Mod35 installation quote Britt 544 Mae Court. Fenton. MO 63026 636-343-8101 • Fax: 636-343-5597 • Toll Free: 1-800-875-8101 www.automoti‘'etechnology.com E-mail: doueaautomotivetechnology.com When we started working on this project, we gave you a budget installation price of $50.000 for the lift install. This number was based on our last installation done in 2020. With the damage to your existing lift (concrete bowing in severely) we recommended a soils analysis to determine what was causing the lift damage to ensure it would not affect the new lift installation. We said we would provide an actual installation quote once we knew the results of the soils analysis. The soils analysis is now complete. A lot has happened since 2020 and our last Mod35 installation. Prices/costs have increased on everything. Spccil ical ly: Materials (concrete. rebar. rock. PVC. plywood...) have increased 150-250%. Labor. rental equipment. excavation. fuel - have increased aver 25% As a result of these increased costs. the 2022 installation price is $68.950. The soils analysis requires the use of a non -woven geotextile t0 separate the pea gravel from the existing soil/clay. We trill also need a visual inspection of the excavation by a soils engineer to ensure the soils arc as expected and will bear the lift weight. The adder for both of these is $1.000. The total Mod35 installation quote is $69.950 ($1.305 less than our previous email -was able to find the non -woven fabric locally and fbr a lot less). We hope this helps explain the difference between our original budget number and the actual numbers. Please let us know of any more questions. Sincerely Doug Slattery President 1 EXHIBIT B — FEDERAL LANGUAGE No Government Obligation to Third Parties — (1) The City and contractor acknowledge and agree that, notwithstanding any concurrence by the US Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the US Government, the US Government is not a party to this contract and shall not be subject to any obligations or liabilities to the City, the contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whole or in part with FTA assistance. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements or Related Acts — (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act (1986) on the contractor to the extent the US Government deems appropriate. (2) If the contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification to the US Government under a contract connected with a project that is financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on the contractor, to the extent the US Government deems appropriate. (3) The contractor shall include the above two clauses in each subcontract financed in whole or in part with FTA assistance. The clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Records and Reports — The following access to records requirements apply to this contract: 1. Where the City is not a State but a local government and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), the contractor shall provide the City, the FTA, the US Comptroller General or their authorized representatives access to any books, documents, papers and contractor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. The contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to the contractor's records and construction sites pertaining to a capital project, defined at 49 2 USC 5302(a)1, which is receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. 2. Where a City which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)(1)) through other than competitive bidding, the contractor shall make available records related to the contract to the City, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 3. The contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. The contractor shall maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the City, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11). Federal Changes — The contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between the City and FTA, as they may be amended or promulgated from time to time during the term of the contract. The contractor's failure to comply shall constitute a material breach of the contract. Civil Rights Requirement The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and federal transit law at 49 U.S.C. § 5332, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the contractor agrees to comply with applicable federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and federal transit laws at 49 U.S.C. § 5332, the contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR Parts 60 et seq., (which implement Executive Order No. 11246, "Equal 3 Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable federal statutes, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the Project. The contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and federal transit law at 49 U.S.C. § 5332, the contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed in whole or in part with federal assistance provided by FTA, modified only if necessary to identify the affected parties. Termination — Termination for Default If the contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified, or any extension, or fails to complete the work within this time, or if the contractor fails to comply with any other provisions of this contract, the City may terminate this contract for default. The City shall terminate by delivering to contractor a notice of termination specifying the nature of default. In this event, the City may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The contractor and its sureties shall be liable for any damage to the City resulting from the contractor's refusal or failure to complete the work within specified time, whether or not the contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the City in completing the work. The contractor's right to proceed shall not be terminated nor shall the contractor be charged with damages under this clause if: 1. Delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the contractor. Examples of such causes include: acts of 4 God, acts of the City, acts of another contractor in the performance of a contract with the City, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. Contractor, within 10 days from the beginning of any delay, notifies the City in writing of the causes of delay. If in the City's judgment, delay is excusable, the time for completing the work shall be extended. The City's judgment shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the contractor's right to proceed, it is determined that the contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if termination had been issued for the City's convenience. Disadvantaged Business Enterprise (DBE) — a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The City's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. Since no separate contract goal has been established, the contractor will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City. In addition, the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City and contractor's receipt of the partial retainage payment related to the subcontractor's work. e. The contractor must promptly notify the City whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the City. 5 Incorporation of Federal Transit Administration (FTA) Terms — All USDOT-required contractual provisions, as stated in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this contract. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any request that would cause the City to be in violation of FTA terms and conditions. Government -wide Debarment and Suspension (Nonprocurement) — The City agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which includes the following: (a) It will not enter into any arrangement to participate in the development or implementation of contracts with any contractor that is debarred or suspended except as authorized by: 1 U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, 2 U.S. OMB, "Guidelines to Agencies on Government -wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, (b) It will review the U.S. GSA "System for Award Management," https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200. The contractor also will comply with federal debarment and suspension requirements when hiring subcontractors, and will review the "System for Award Management" at https://www.sam.gov, if necessary, to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (2). Lobbying — Applicability - Construction/Architectural and Engineering/Acquisition of Rolling Stock/Professional Service Contract/Operational Service Contract/Turnkey contracts over 5100,000 Lobbying — Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995. P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the City. Davis -Bacon and Copeland Anti -Kickback Acts (1) Minimum wages — (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or 6 development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis - Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 7 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 - day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour 8 Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding - The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the grantee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records — (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs 9 reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the City for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such 10 representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees — (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan 11 approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements - All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 12 (10) Certification of Eligibility — (i) By entering into this contract, contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in 18 USC 1001. Energy Conservation — The contractor shall comply with mandatory standards and policies relating to energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy & Conservation Act. Recycled Products — The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Access Requirements for Persons with Disabilities — The contractor shall comply with 49 USC 5301(d), stating federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. The contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. Prompt Payment — The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the City. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and non -DBE subcontracts. Compliance With Federal Regulations — All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1 F, are incorporated by reference. Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any grantee request that would cause the recipient to be in violation of FTA terms and conditions. Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including, without limitation, those listed directly or 13 incorporated by reference in the Master Agreement between the recipient and FTA, as may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. BILL SUMMARY BILL NO: 2022-098 SPONSOR: Councilmember Schreiber SUBJECT: Marijuana Regulations DATE INTRODUCED: January 17, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: Amending Chapter 17 and 18 of the City Code to amend existing regulations and added new regulations regarding Marijuana. Origin of Request: City Attorney Department Responsible: Law PERSON RESPONSIBLE: RYAN MOEHLMAN Background Information: This Ordinance would amend Chapters 17 and 18 of the City Code to amend existing regulations on Medical Marijuana and to add new regulations which would allow for adult -use recreational marijuana subject to limitation set forth in Amendment 3 to the Missouri Constitution, approved by voters in November 2022. The amendments to Chapter 17 impose restrictions on personal use of adult use recreational marijuana as allowed by Amendment 3. These restrictions are generally in the area of now allowing use in public spaces, prohibiting possession and use by minors, prohibiting sales or distribution to minors, prohibiting operation of motor vehicles while under the influence, and prohibiting use in a manner that harms others. The amendments to Chapter 18 amending current business license regulations regarding medical marijuana facilities and converts them to contemplate the new recreational marijuana industry, including the new combined medical/recreational marijuana facilities (called under Amendment 3, "Comprehensives Facilities"), consistent with the authorized reserve to local governments under the Missouri Constitution. FISCAL INFORMATION: This bill would establish new business license fee for microbusiness marijuana facilities (recreational marijuana only; $350 annually) and comprehensive facilities (combined medical and recreational marijuana; $600 annually). BILL NO. 2022-098 SPONSORED BY Councilmember Schreiber ORDINANCE NO. AN ORDINANCE AMENDING AND ENACTING REGUALTION REGARDING MARIJUANA. WHEREAS, on November 8, 2022, the electors of the State of Missouri approved Amendment 3 to the Missouri Constitution enacting Section 2 of Article XIV of the Missouri Constitution effective December 8, 2022; and WHEREAS, the newly enacted Article XIV, specifically Sections 1 and 2 of Article XIV of the Missouri Constitution, authorize the City of Jefferson, Missouri to impose, by ordinance, certain limitations regarding marijuana within the city limits of the City of Jefferson, Missouri; and WHEREAS, the City Council finds that it is in the best interests of the citizens of the City of Jefferson, Missouri to impose such limitations regarding marijuana within the city limits of the City of Jefferson, Missouri. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Article XIV (Offenses Against Public Health and Safety) of Chapter 18 (Miscellaneous Provisions and Offenses) of the Jefferson City Code is hereby amended to read as follows: ARTICLE XIV. - OFFENSES AGAINST PUBLIC HEALTH AND SAFETY Sec. 18-280. - Definitions. For the purposes of this article, the following words and phrases shall have the meanings respectively ascribed them by this section: The terms "administer," "comprehensive facility," "comprehensive marijuana cultivation facility," "comprehensive marijuana dispensary facility," "comprehensive marijuana -infused products manufacturing facility," "church," "daycare," "marij uana," "marijuana accessories," "marijuana facility," "marijuana infused products," "marijuana microbusiness facility," "marijuana testing facility," "medical facility," "medical marijuana cultivation facility," "medical marijuana dispensary facility," "medical marijuana -infused products manufacturing facility," "medical use," "primary caregiver," and "qualifying patient," shall have the definition set forth in article XIV, sections 1 and 2 of the Missouri Constitution. The terms "administer," "marijuana," "marijuana infused products," "medical marijuana cultivation facility," "medical marijuana dispensary facility," "medical marijuana infused products manufacturing facility," "medical marijuana testing facility," "medical use," "primary caregiver" and "qualifying patient," Ghall have the definition set forth in article XVI, section 1 of the Missouri Constitution. Editor's note: Deleted language shown thus. Added language shown thus. Controlled substance. Any drug or substance included in RSMo §§ 195.005 through and including section 195.425. Drug paraphernalia. All equipment, products and materials of any kind which are used, intended for use, or designed for use, in planting, propagating, cultivating, growing, harvesting, manufacturing, compounding, converting, producing, processing, preparing, storing, containing, concealing, injecting, ingesting, inhaling, or otherwise introducing into the human body a controlled substance or an imitation controlled substance in violation of RSMo §§ 195.005 to 195.425. Identification card. A document, whether in paper or electronic format, issued by the Missouri Department of Health and Senior Services, or its successor agency, that authorizes a qualifying patient, primary caregiver, or employee or contractor of a licensed medical marijuana facility to access medical marijuana as provided by law. "Identification card" shall also include similar cards issued by another state, but only to the extent required under state or federal law. Medical marijuana facility. Either a "medical marijuana cultivation facility," "medical marijuana dispensary facility," "medical marijuana -infused products manufacturing facility," or a "medical marijuana testing facility," as defined in article XIV, section 1 of the Missouri Constitution, or a "medical marijuana transportation facility" as defined in chapter 35, the Zoning Code. Public place. Any public or private property, or portion of public or private property, that is open to the general public, including, but not limited to, sidewalks, streets, bridges, parks, schools, and businesses. However, for purposes of designating a nonpublic place within a public place, the owner or entity with control of any such property may, but is not required to, provide one or more enclosed, private spaces where one qualifying patient and, if required by the owner or entity with control of any such property, a representative of such owner or entity, may congregate for the qualifying patient to consume medical marijuana. The qualifying patient may be accompanied by the family of the qualifying patient, the qualifying patient's primary caregiver, and/or the qualifying patient's physician. The owner or entity with control of any such property may provide such a space by individual request or designate such a space for ongoing use and may limit use of medical marijuana in that space to uses that do not produce smoke. Any such permission shall be given in writing and provided to the qualifying patient or publicly posted prior to a qualifying patient's use of medical marijuana in that space. Nothing herein shall allow conduct in violation of chapter 15, article III, the Jefferson City Clean Indoor Air Ordinance. Sec. 18-281. - Possession of marijuana; penalty. A. It is unlawful for any person to possess any amount of marijuana except as authorized by Section 18-2803 through 18-289. 13, In addition to any fine or penalty that may be imposed on a person for a violation of the provisions of Section 18-280 through 18-289, violations of Section 18-280 through 18-289 may subject such person to forfeiture of marijuana, as may be allowed under Article XIV of the Missouri Constitution. Any person violating any provision of this section, upon conviction, shall be fined not less than $100.00 no more than $500.00, or shall be imprisoned for three months, or shall be both fined and sentenced. Sec. 18-282. - Unlawful use of drug paraphernalia; penalty. A. It is unlawful for any person to use, or to possess with intent to use, drug paraphernalia to plant, propagate, cultivate, grow, harvest, manufacture, compound, convert, produce, process, prepare, test, analyze, pack, repack, store, contain, conceal, inject, ingest, inhale, or otherwise introduce into the human body a controlled substance or an imitation controlled substance in violation of §§ 195.005 to 195.425, RSMo, except as authorized by Section 18-2803 through 18-289. Editor's note: Deleted language shown thuG. Added language shown thus. B. Any person violating any provision of this section, upon conviction, shall be fined not less than $100.00 no more than $500.00, or shall be imprisoned for three months, or shall be both fined and sentenced. Sec. 18-283. - Medical marijuana. A. Possession of medical marijuana. 1. A qualified patient in possession of a valid qualified patient identification card shall be allowed to possess marijuana in any amount allowed by state law. 2. A primary caregiver of a qualified patient shall be allowed to possess any amount of marijuana allowed by state law when transporting marijuana to a qualified patient(s) or when accompanying a qualified patient(s). 3. An owner or an employee of a medical marijuana facility shall be allowed to possess any amount of marijuana allowed by state law within the enclosed building licensed as such, or when delivering directly to the residence of a qualified patient, the residence of a primary caregiver of a qualified patient, or another medical marijuana facility. a. The term "directly" shall mean the shortest possible practicable route from the medical marijuana facility to the permitted destination or destinations, without any voluntary detours or additional stops. B. Possession of drug paraphernalia related to medical marijuana. 1. A qualified patient in possession of a valid qualified patient identification card shall be allowed to possess drug paraphernalia for the purposes of administering marijuana. 2. A qualified patient or a primary caregiver of a qualified patient with a valid medical marijuana cultivation card shall be allowed to possess drug paraphernalia for the purposes of cultivating marijuana. C. Failure to produce medical marijuana identification card. 1. Any person who in possession of medical marijuana shall, immediately upon the request of any law enforcement officer, produce a valid identification card which allows such possession. Any person who fails to immediately produce such an identification card upon request shall be guilty of the offense of failure to produce a medical marijuana identification card. 2. It shall be illegal for any person to possess a fraudulent or altered medical marijuana identification card. D. Disposal of medical marijuana. No person shall dispose of marijuana or marijuana -Infused products in an unsecured waste receptacle not in possession and control of a qualifying patient, primary caregiver, or licensed medical marijuana facility and designed to prohibit unauthorized access. E. Residential cultivation. To the extent allowed by State law, marijuana for medicinal purposes may be cultivated in a residential structure, provided: 1. The structure is the primary residence of a primary caregiver or qualifying patient and the marijuana is grown solely for the use of the qualifying patient who resides there or who is under the care of the primary caretaker. Editor's note: Deleted language shown thus. Added language shown thus. 2. The residence has operating systems to assure that the emission of fumes or vapors connected with the cultivation are not allowed out of the building, or if the residence is in a multifamily building, that such fumes and vapors are not allowed into any other residence. 3. The cultivation must comply with the security and other requirements of state law and the rules of the Department of Health and Senior Services. 4. The resident has notified the City Clerk, including providing proof of eligibility, on a form provided by the City Clerk, so that law enforcement and code officials will be aware that the cultivation is lawfully taking place. F. Residential and nonpublic consumption. Qualifying patients may administer medical marijuana in their private residence, or in the residence of another with permission, or any nonpublic place described in section 18-230, but may not administer marijuana in such a manner that marijuana smoke or odor exits the residence or nonpublic place. In a multifamily or similar dwelling, medical marijuana may not be administered in any common area. G. Public places. No person shall administer medical marijuana in a public place. H. Public nuisances. 1. The smell or noxious odor emitted from smoking, consumption, or cultivation of marijuana by a person possessing a valid state issued license shall be treated as a public nuisance. Any odors emitted from cultivating or consuming marijuana shall be treated as a public nuisance. 2. It shall be unlawful for any person or entity to cultivate marijuana in such a manner that constitutes a public nuisance. A public nuisance may be deemed to exist if cultivating marijuana produces light, glare, heat, noise, odor, or vibration that is detrimental to public health, safety, or welfare, or interferes with the reasonable enjoyment of life and property. Sec. 18-284. - Transportation of medical marijuana. A. Medical marijuana shall not be carried in public except: 1. In the original unopened package if purchased from a licensed dispensary, or 2. In an unopened container with the original packaging, if purchased from a licensed dispensary, or 3. In a sealed container with the name of the cultivator if produced by home cultivation. B. No medical marijuana shall be transported in the passenger compartment of any vehicle within reach of the driver or any passenger unless the medical marijuana is: 1. In an unopened package from a licensed dispensary; or 2. In a locked compartment. C. Subsections A and B of this section shall not apply to the transportation of medical marijuana by a licensed medical marijuana transportation facility or its employees in the course of their duties. Sec. 18-285. — Personal Use of Marijuana Editor's note: Deleted language shown thus. Added language shown thus. A. Except as provided in this section, the following acts by a person at least twenty-one years of age are not unlawful: 1. Purchasing, possessing, consuming, using, ingesting, inhaling, processing, transporting, delivering without consideration, or distributive without consideration three ounces or less of dried, unprocessed marijuana, or its equivalent; 2. Possessing, transporting, planting, cultivating, harvesting, drying, processing, or manufacturing no more than six flowering marijuana plants, six non -flowering marijuana plants (over fourteen inches tall), and six clones (plants under fourteen inches tall) provided the person is registered with the Department of Health and Senior Services for cultivation of marijuana plants, provided: i. The plants and any marijuana produced by the plants in excess of three ounces are kept at one private residence, are in a locked space, and are not visible by normal, unaided vision from a public place, and ii. Not more than twice the number of allowable plants under this paragraph (b) are kept in or on the grounds of a private residence at one time. 3. Assisting another person who is at least twenty-one years of age in, or allowing property to be used for. any of the acts permitted by this section; and 4. Purchasing, possessing, using, delivering, distributing, manufacturing, transferring, or selling to persons twenty-one years of age or older marijuana accessories. B. It shall be unlawful to deliver or distribute marijuana or marijuana accessories, with or without consideration, to a person younger than twenty-one years of age. C. It shall be unlawful to purchase, possess, use, or transport marijuana accessories, with or without consideration, to a person younger than twenty-one years of age. D. It shall be unlawful for a person under the age of twenty-one years of age to possess, use, ingest, inhale, transport, deliver, or distribute marijuana; E. It shall be unlawful to possess, deliver, or distribute more than three ounces of a marijuana by a single individual. F. It shall be unlawful for a person to operate or be in physical control of any motor vehicle, train, aircraft, motorboat, or other motorized form of transport while under the influence of marijuana. Notwithstanding the foregoing, a conviction of a person who is at least twenty- one years of age for any applicable offense shall require evidence that the person was in fact under the influence of marijuana at the time the person was in physical control of the motorized form of transport and not solely on the presence of tetrahydrocannabinol (THC) or THC metabolites, or a combination thereof, in the person's systems. G. It shall be unlawful to consume marijuana while operating or being in physical control of a motor vehicle, train, aircraft, motorboat, or other motorized form of transport while it is being operated. H. It shall be unlawful to smoke marijuana within a motor vehicle, train, aircraft, motorboat, or other motorized form of transport while it is being operated. Editor's note: Deleted language shown thus. Added language shown thus. I. It shall be unlawful to possess or consume marijuana or possess marijuana on the grounds of a public or private preschool, elementary or secondary school, institution of higher education, in a school bus, or on the grounds of any correctional facility. J. It shall be unlawful to smoke marijuana in a location where smoking tobacco is prohibited. K. It shall be unlawful to consume marijuana in a public place. L. It shall be unlawful to consume marijuana in such a manner that marijuana smoke or odor exits a residence or nonpublic place where consumption of marijuana is otherwise lawful. In a multifamily residence or similar dwelling, marijuana may not be administered in any common area. M. It shall be unlawful to undertake any task while under the influence of marijuana, if doing so would constitute negligence, recklessness, or professional malpractice. N. It shall be unlawful to perform solvent -based extractions on marijuana using solvents other than water, glycerin, propylene glycol, vegetable oil, or food -grade ethanol, unless licensed for the activity by the Department of Health and Senior Services. Sec. 18-286. — Public Nuisances. A. The smell or noxious odor emitted from smoking, consumption, or cultivation of marijuana by a person shall be treated as a public nuisance. Any odors emitted from cultivating or consuming marijuana shall be treated as a public nuisance. B. It shall be unlawful for any person or entity to cultivate marijuana in such a manner that constitutes a public nuisance. A public nuisance may be deemed to exist if cultivating marijuana produces light, glare, heat, noise, odor, or vibration that is detrimental to public health, safety, or welfare, or interferes with the reasonable enjoyment of life and property. C. It shall be unlawful for any person, owner of a parcel of real property or person authorized to exercise control over a parcel of real property to create, maintain, allow, or suffer a public nuisance. Section 2. Article X (Medical Marijuana Facilities) of Chapter 18 (Licenses, Taxation and Miscellaneous Business Regulations) of the Jefferson City Code is hereby amended by renaming such Article and amending such Article to read as follows: ARTICLE X — MARIJUANA BUSINESSES Sec. 17-400. - Definitions The terms "administer," "comprehensive facility," "comprehensive marijuana cultivation facility," "comprehensive marijuana dispensary facility," "comprehensive marijuana -infused products manufacturing facility," "church," "daycare," "marijuana," "marijuana accessories," "marijuana facility," "marijuana infused products," "marijuana microbusiness facility," "marijuana testing facility," "medical marijuana cultivation facility," "medical marijuana dispensary facility," "medical marijuana -infused products manufacturing facility," "medical use," "primary caregiver," and "qualifying patient," shall have the definition set forth in article XIV, sections 1 and 2 of the Missouri Constitution. Editor's note: Deleted language shown thus. Added language shown thus. The terms "administer," "marijuana," "marijuana infused products," "medical marijuana cultivation facility," "medical marijuana dispensary facility," "medical marijuana infused products manufacturing facility," "medical marijuana testing facility," "medical use," "primary caregiver" and "qualifying patient," shall have the definition set forth in article XVI, section 1 of the Missouri Constitution. Identification card. A document, whether in paper or electronic format, issued by the Missouri Department of Health and Senior Services, or its successor agency, that authorizes a qualifying patient, primary caregiver, or employee or contractor of a licensed medical marijuana facility to access medical marijuana as provided by law, or a similar card issued by another state. Medical marijuana facility. Either a "medical marijuana cultivation facility," "medical marijuana dispensary facility," or a "medical marijuana -infused products manufacturing facility," or a "medical marijuana testing facility," as defined in article XIV, section 1 of the Missouri Constitution, or a "medical marijuana transportation facility" as defined in chapter 35, the Zoning Code. Sec. 17-401. - Business license required. A. All medical marijuana facilities and marijuana facilities shall be required to have a City business license as required in this chapter 17, but shall not be required to have any other City -issued license. The cost of such license shall be $350.00. 1. The cost of a business license for a medical facility shall be $350. 2. The cost of a business license for a marijuana microbusiness facility shall be $350. 3. The cost of a business license for a comprehensive facility shall be $600. B. Medical marijuana facilities shall be required to be properly licensed and/or certified by the Missouri Department of Health and Senior Services as required by 19 CSR 30-95. Each medical marijuana facility in operation shall obtain a separate license, but multiple licenses may be utilized in a single location. All licenses shall be displayed at all times within 20 feet of the main entrance to the medical marijuana facility. Continued maintenance of all necessary state licenses and/or certificates shall be a condition of a medical marijuana facility's City business license. Licenses and certification for medical marijuana facilities suspended or revoked by the State of Missouri will also be suspended or revoked by the City Administrator. C. Marijuana facilities shall be required to be properly licensed and/or certified by the Missouri Department of Health and Senior Services as required by the Missouri Constitution, Article XIV, Section 2. Each marijuana facility in operation shall obtain a separate license, but multiple licenses may be utilized in a single location. All licenses shall be displayed at all times within 20 feet of the main entrance to the medical marijuana facility. Continued maintenance of all necessary state licenses and/or certificates shall be a condition of a marijuana facility's City business license. Licenses and certification for marijuana facilities suspended or revoked by the State of Missouri will also be suspended or revoked by the City Administrator. Sec. 17-402. - Operation of medical marijuana facilities. A. Prohibited hours of sale. Medical marijuana dispensary facilities shall not be open to the public or make any sales between the hours of 7:00 p.m. and 6:00 a.m. B. Unauthorized marijuana prohibited on premises. It shall be unlawful for any marijuana other than expressly authorized to be cultivated or sold in accordance with the regulations issued by the Department of Health and Senior Services. Editor's note: Deleted language shown thuG. Added language shown thus. C. Sales by certain persons restricted. It shall be unlawful for medical marijuana to be sold by any individual other than those licensed through the State of Missouri. D. Purchases by unlicensedunauthorized persons. It shall be unlawful for any individual who does not possess and produce a patient identification card or primary caregiver identification card to purchase, attempt to purchase, or have in his possession any amount of medical marijuana. E. Sale to unlicensedunauthorized persons. It shall be unlawful to sell or attempt to sell medical marijuana to any individual who does not possess and produce a patient identification card or primary caregiver identification card. F. Use of property for unlawful purposes. It shall be unlawful for any person to own, operate, lease, occupy, or control any building, car, shed, room, basement, structure, tent, or booth and knowingly permit medical marijuana to be unlawfully manufactured, sold, stored, kept, or consumed therein or thereon. G. Regulation of sale in original packages. Any marijuana or marijuana -infused products packaged for retail sale must be packaged and sold in accordance with the rules and regulations issued by the Department of Health and Senior Services. H. Unauthorized extraction. It shall be unlawful for any person to extract resins from marijuana using dangerous materials or combustible gases without a medical marijuana -infused products manufacturing facility license issued by the Department of Health and Senior Services. I. Use of medical marijuana at a licensed dispensary facility prohibited. The consumption, inhalation, or other personal use of marijuana or other medical marijuana -infused products on or within the premises of a medical marijuana dispensary facility is prohibited, nor shall the licensee permit such consumption. J. Security plan. All medical marijuana facilities shall provide adequate security on the premises in accordance with the regulations issued by the State of Missouri, including, but not limited to the following: 1. Security video shall be preserved for at least 90 days and be made available to law enforcement officers upon demand. 2. A method of immediate, automatic notification to alert local law enforcement agencies of an unauthorized breach of security at the facility. 3. Professionally monitored robbery alarm and burglar alarm systems shall be installed and maintained in good working condition within the facility at all times with the capability of alerting local law enforcement agencies immediately of an unauthorized breach of security at the facility. Each facility shall provide the chief of police with the name and telephone number of the designated on -call facility personnel to respond to any alarms. 4. d Each facility shall provide the chief of police with the name, telephone number, electronic mail address, and facsimile number of an on -site facility employee to whom the City may provide notice of any operating problems associated with the facility. It shall be the responsibility of the licensee to keep up to date the contact information of the facility employee. 5. e:Each facility shall provide policies for keeping local law enforcement updated on whether the facility employs armed security personnel and how law enforcement can identify such Editor's note: Deleted language shown thus. Added language shown thus. personnel on -site. It shall be the responsibility of the licensee to inform the Police Chief of any changes to this policy. 6. Each facility shall provide a method to allow the police department real-time remote access to the security video system as required by 19 CSR 95.040(4)(H)(C)III. K. Permanent location required. Each medical marijuana dispensary shall be operated from a permanent and fixed location. No medical marijuana dispensary shall be permitted to operate from a moveable, mobile, or transitory location. This subsection shall not prevent the physical delivery or medical marijuana to a qualifying patient or primary caregiver at a location off of the premises of the licensee's medical marijuana dispensary, to the extent so permitted by law. L. Odors. No medical marijuana facility shall emit any odor of marijuana which is capable of being smelled by a person of ordinary senses outside of the boundary of the lot upon with the medical marijuana facility is located. M. Minimum age. No person under the age of 18 years old shall be allowed into a medical marijuana dispensary; except that a qualifying patient who is under the age of 18 years but who has been emancipated by a court order and a qualifying patient under the age of 18 years when accompanied by the qualifying patient's parent or guardian. N. Sale of accessories. Devices, contrivances, instruments, and paraphernalia for inhaling or otherwise consuming marijuana including, but not limited to, rolling papers and related tools, water pipes, and vaporizers may lawfully be sold at a medical marijuana dispensary. Such items may be sold or provided only to qualifying patients or primary caregivers. O. Comprehensive facilities shall be required to comply with the provisions of this Section to the fullest extent allowed by law. Sec. 17-403. - Operation of marijuana facilities. A. Prohibited hours of sale. Microbusiness dispensary facilities and comprehensive marijuana dispensary facility shall not be open to the public or make any sales between the hours of 7:00 p.m. and 6:00 a.m. B. No marijuana facility shall manufacture, package, label, marijuana or marijuana infused products in a false or misleading manner. C. No person shall sell any product in a manner designed to cause confusion between marijuana or a marijuana -infused product and any product not containing marijuana. D. No marijuana facility may sell edible marijuana -infused candy in shapes or packages that are attractive to children or that are easily confused with commercially sold candy that does not contain marijuana. E. All marijuana and marijuana -infused products shall be sold in individual, child -resistant containers that are labeled with serving amounts, instructions for use, and estimated length of effectiveness. F. All marijuana and marijuana -infused products shall be sold in containers clearly and conspicuously labeled, as mandated by the department, as containing "Marijuana" or a "Marijuana -Infused Product." Editor's note: Deleted language shown thus. Added language shown thus. G. A marijuana facility may not allow cultivation, manufacturing, sale, or display of marijuana, marijuana -infused products, or marijuana accessories to be visible from a public place outside of the marijuana facility without the use of binoculars, aircraft, or other optical aids. H. A marijuana facility may not cultivate, manufacture, test, sell, or store marijuana at any location other than a physical address approved by the Department of Health and Senior Services and within an enclosed area that is secured in a manner that prevents access by persons not permitted by the marijuana facility to access the area. I. A marijuana facility shall secure every entrance to the facility so that access to areas containing marijuana is restricted to employees and other persons permitted by the marijuana facility to access the area and to agents of the Department of Health and Senior Services or state and local law enforcement officers and emergency personnel and shall secure its inventory and equipment during and after operating hours to deter and prevent theft of marijuana, marijuana -infused products. and marijuana accessories. J. Use of property for unlawful purposes. It shall be unlawful for any person to own, operate, lease, occupy, or control any building, car, shed, room, basement, structure, tent, or booth and knowingly permit marijuana to be unlawfully manufactured, sold, stored, kept, or consumed therein or thereon. K. Permanent location required. Each marijuana facility shall be operated from a permanent and fixed location. No marijuana facility shall be permitted to operate from a moveable, mobile, or transitory location. This subsection shall not prevent the physical delivery of marijuana to a consumer at a location off of the premises of the licensee's marijuana facility, to the extent so permitted by law. L. Odors. No marijuana facility shall emit any odor of marijuana which is capable of being smelled by a person of ordinary senses outside of the boundary of the lot upon with the marijuana facility is located. M. Minimum age. No person under the age of 21 years old shall be allowed into a marijuana facility; except that a qualifying patient who is under the age of 18 years but who has been emancipated by a court order and a qualifying patient under the age of 18 years when accompanied by the qualifying patient's parent or guardian may be allowed in a comprehensive marijuana dispensary facility. N. Sale of accessories. Devices, contrivances, instruments, and paraphernalia for inhaling or otherwise consuming marijuana including, but not limited to, rolling papers and related tools, water pipes, and vaporizers may lawfully be sold at a marijuana dispensary. Section 3. If any one or more of the terms, provisions, or conditions of this ordinance shall to any extent be declared invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, none of the remaining terms, provisions, or conditions of this ordinance shall be affected thereby and each provision of this ordinance shall be valid and enforceable to the fullest extent permitted by law. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Editor's note: Deleted language shown thus. Added language shown thus. Passed: Approved: Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk Editor's note: Deleted language shown thu.s. Added language shown thus. BILL SUMMARY BILL NO: 2022-099 SPONSOR: Councilmember Fitzwater SUBJECT: Approving a Plan for an Industrial Development Project for Scholastic Inc., Authorizing the Issuance of TID Revenue Bonds, Series 2023, in a Principal Amount not to Exceed $44,700,000 DATE INTRODUCED: January 17, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Summary: This Ordinance authorizes the City to issue the Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in an aggregate principal amount not to exceed $44,700,000 (the "Bonds"), under Chapter 100 of the Revised Statutes of Missouri, as amended ("Chapter 100"), and approves the Chapter 100 Plan (and other documents) relating to an industrial development project (the "Project") for Scholastic In. (the "Company") consisting of the acquisition and installation of a new conveyor system, automation equipment and other machinery, equipment and personal property (the "Project Equipment") at the Company's existing facility located at 6336 Algoa Road in the City (the "Project Site") in order to expand the Company's production capacity and operating efficiencies at the facility. The Bonds are being issued as a mechanism to provide personal property tax abatement for the Project Equipment. As provided in the Plan and the Performance Agreement (as further described below), it is anticipated that the Company will acquire and install portions of the Project Equipment in calendar years 2023, 2024 and 2025; and each portion of Project Equipment will be subject to 50% personal property tax abatement for a period of ten (10) years, beginning in the calendar year immediately after the applicable portion of the Project Equipment is acquired and installed. The Company has also applied to the Missouri Department of Economic Development for available sales tax exemptions for the purchase of certain portions of the Project Equipment as approved by the Missouri Department of Economic Development. The issuance of the Bonds and approval of the Chapter 100 Plan for the Company's Project was previously contemplated by Resolution RS2022-32 adopted by the City Council on October 17, 2022. On the day of closing of the Bonds, the Company will execute a Bill of Sale from the Company to the City conveying title to all personal property comprising the Project Equipment previously purchased by the Company, which will be exempt from personal property taxes as a result of the City's ownership of such Project Equipment. Under a Lease Agreement between the City, as lessor, and the Company, as lessee (referenced below and approved by the Ordinance), the City will simultaneously lease the Project Equipment (and any future Project Equipment acquired by the Company and transferred to the City via a Bill of Sale) back to the Company in exchange for rental payments to be paid by the Company to the City that will be equal to the debt service required to be paid on the Bonds to the Company, as the sole owner of the Bonds, under the Trust Indenture (as further described below) In accordance with the Performance Agreement (the "Performance Agreement" referenced below and approved by the Ordinance), between the City and the Company, personal property tax abatement for each portion of the Project Equipment acquired in calendar years 2023, 2024 and 2025 will be provided to the Company for a period of 10 years, beginning in the calendar year immediately after the applicable portion of the Project Equipment is acquired and installed, as follows: (a) for the portion of the Project Equipment acquired in calendar year 2023, 50% personal property tax abatement will be provided in calendar years 2024 through 2033; (b) for the portion of the Project Equipment acquired in calendar year 2024, 50% personal property tax abatement will be provided in calendar years 2025 through 2034; and (c) for the portion of the Project Equipment acquired in calendar year 2025, 50% personal property tax abatement will be provided in calendar years 2026 through 2035. Under the Performance Agreement, during each year of the 10 -year period each applicable portion of the Project Equipment is exempt from personal property taxation, the Company will be required to make a payment in lieu of taxes ("PILOT Payment") equal to 50% of the personal property taxes that would otherwise be due with respect to the Project Equipment, but for the City's ownership of the Project Equipment. Pursuant to the Performance Agreement, in order for the Company to receive the full -benefit of the personal property tax abatement during the tax abatement period, the Company will be required to maintain at least 827 jobs at its facility locations in the City, as further described in the Performance Agreement. The Bonds will be purchased by the Company and will be payable solely out of the payments, revenues and receipts derived from the lease of the Project Equipment by the City, as lessor, to the Company, as lessee, under the Lease Agreement. Below is a brief summary of the following documents relating to this Chapter 100 transaction that are approved by the Ordinance: • Chapter 100 Plan and Costs -Benefit -Analysis: This Chapter 100 Plan and Cost -Benefit -Analysis (the "Plan") for the Company's Project was provided to each of the taxing jurisdictions that levy a personal property tax on the Company's facility where the Project Equipment that will be located. The Plan provides the details of the primary terms of this Chapter 100 transaction, including the projected value of the 50% personal property tax abatement the Company is expected to receive with respect to the Project Equipment and the PILOT Payments relating to the Project Equipment that the Company will be required to make to each of the taxing jurisdictions. The Plan also provides notice of the City's intent to formally approve the Plan at the February 6, 2023, City Council meeting. • Trust Indenture: The Trust Indenture (the "Indenture"), provides the terms for the issuance and repayment of the Bonds. The City will issue the Bonds pursuant to the Indenture, which creates a contract between the City and BOKF, N.A., as trustee (the "Trustee"), for the benefit of the Company, as the sole purchaser and owner of the Bonds. Under the Indenture, the City assigns the administration of the mechanics of the Bond issue to the Trustee. The Trustee is responsible for maintaining records of the principal amount of the Bonds which are funded up to an amount equal to the costs of acquiring and installing the Project Equipment paid by the Company (not to exceed $44,700,000 which is the maximum principal amount of the Bonds). The Company will purchase the Bonds in a principal amount equal to the costs relating to acquiring and installing the Project Equipment the Company has already paid; however, the Company also asks the Trustee to reimburse the Company from proceeds of the Bonds for the costs of Project Equipment it has already paid. Because the purchase price of the Bonds is equal to the amount for which the Company is seeking reimbursement, these are offsetting transactions, eliminating the need for the Company to wire the purchase price to the Trustee only to receive the same amount back from the Trustee as reimbursement. • Lease Agreement: Under the Lease Agreement, the City, as lessor, leases the Project Equipment back to the Company, as lessee, over a term equal to the period of the personal property tax abatement set forth in the Performance Agreement (through calendar year 2035). The Lease Agreement requires the Company to make one lease payment each year on December 1st in an amount equal to debt service due on the Bonds on each December 1st. Only interest is required to be paid on the Bonds each year with the full principal amount due at maturity on December 1, 2035. Because the amount of the lease payment required to be made by the Company each December 1st is equal to the interest due on December 1st to be paid to the Company, as the sole owner of the Bonds, these again are offsetting transactions so no actual transfer of funds will be required. At maturity of the Bonds when all principal is due, the Lease Agreement permits the Company to tender the Bonds to the Trustee in lieu of requiring a payment of principal and interest at maturity and the Trustee then cancels the Bonds. • Bond Purchase Agreement: This is the document by which the Company agrees to purchase all of the Bonds from the City. Under the Bond Purchase Agreement, the Company agrees to indemnify and hold harmless the City and the Trustee against any losses, claims, damages, liabilities or expenses whatsoever to the extent caused by any violation by the Company of any federal or state securities laws in connection with the Bonds. • Performance Agreement: The Performance Agreement sets forth the PILOT Payments to be made by the Company as consideration for the personal property tax abatement provided for the Project Equipment and contains the certain terms that the Company must adhere to in order for the Company to receive the benefit of the full amount of the 50% personal property tax abatement offered by the City and made available to the Company under the Lease Agreement. History of Scholastic & NSO For more than 100 years, Scholastic has been earning its reputation as a trusted partner to educators and families, and today is the world's largest publisher and distributor of children's books, a leading provider of literacy curriculum, professional services, and classroom magazines, and a producer of educational and entertaining children's media. Among our best known series are Clifford the Big Red Dog, Goosebrrnips, I Spy, Dear America, Dog Man, Hunger Gaines, and, of course, Harry Potter. Scholastic makes quality, affordable books available to all children around the world through school -based hook clubs and book fairs, classroom libraries, school and public libraries, retail, and online. National Service Organization 1 Jefferson City, Neosho, & Sanford FL Scholastic's Na tional Service Organization has experienced significant growth since locating the first warehouse m Jefferson City in 1968. Most recently expanding to serve the New World Reading Initiative in Sanford FL. Outside Scholastic Book Fairs school events the NSO is responsible for all of Scholastic's distribution operations. NSO provides customer service, credit & collection, warehousing, packaging, order fulfillment and accounts receivable functions for most of Scholastic's businesses. These operations are responsible for getting all books and products from "here to there" and are conducted in 1.6 million square foot facilities located in Jefferson City and Neosho, Missouri, and Sanford FL. McCarty Site Groundbreaking /INSCHOLASTIC National Service Organization Jefferson City 1 Neosho) Sanford FL OUR MISSION To encourage the intellectual and personal growth of all children. beginning with literacy. A Business Built on the Common Good. The stronger our commitment to helping children learn, the stronger the growth of our organization. Scholastic continues to prove that doing something positive for the world is a good way to run a profitable enterprise. To that end, we seek out the smartest minds in supply chain & logistics, finance, customer service, engineering, analytics, and other fields in order to identify opportunities, while continuing to use emerging technologies to expand our capabilities and ensure that Scholastic remains a leader in the areas in which we operate. We're always looking for talented people to join Scholastic in instilling a love of reading and lifelong learning in children. At Scholastic, our benefit plans have been designed to be in -line with market conditions and employee needs. Our plans provide flexibility and allow individuals a broad range of choices that can be tailored to meet each employee's needs. Scholastic is an Equal Opportunity Employer. NSO Facilities (square feet) Facilities Algoa Office 43,913 Bulk Warehouse 584,542 Fulfillment 420.667 Crass Dock — McCarty 53,300 53,628 84,517 — Robinson Road 6,150 164.175 76,200 15,613 Neosho 29,075 — — Sanford FL 1.426 16,988 — — NSO Personnel Average at Peak (Pull Time, Part Time, Seasonal, Tem mra A •ncies Facilities AEoa McCarty/ Robinson Road Neosho Sanford FL Warehouse Office in addition to our full-time staff, we will recruit, hire, and train over 200 seasonal call center representatives and over 400 seasonal warehouse workers. This enables us to scale up to the seasonal peak service and shipping volumes. We move the employees where the demand is. All of our major business units have very cyclical demand curves and, in many cases, operate on a counter -cyclical basis. Effective cross -training of associates allows for day- to-day, even hour -to -hour, movement through departments. United Way Board a nd Committee Parso ns Family Fall Festival Partn ers in Ed uc atio n Le adership JC JCPS Foundation JCSD Lear ni ng Fair JCSD Teacher of the Year Ea stside Bu siness Assoc . YMCA Music Festiv al JCPD Haunted Hallways J ayc ees Tr unk -or -Treat Local school donation s for literacy campaign s/PT O car nival s/special event s Ea st School Bl ock Party J unetee nth Celebration Community Bridge s Splash pad p ark Investments in Employees ® Wage alignment process & implementation • Annual wage alignment expenditure ® Benefits' package enhancements ® Enhanced paid time off • Addition of flexible shifts ® Increased focus of upskilling to meet future demands • Ultimate goal E GHOST OF �YLO Algoa Fulfillment Retrofit Project Statement The Algoa Fulfillment Center has been in service for more than 30 years and is in need of vital investment to meet the increased demand of Scholastic customer order profiles. Project Goal Develop a new state-of-the-art fulfillment center that will drive Scholastic success for the next 20+ yrs. The system must be designed to maximize the current local labor market capacity. This new system will continue to be the primary fulfillment for the company. Potential Capital Investment for Algoa Calendar Year Total Capital 15,000,000 15,000,000 30,000,000 Estimated property values based on assumed in-service years 1110 SCHOLASTIC Scholastic History of Tax Abatement Scholastic has not requested tax abatement over the past 20+ years for any capital expenditures at the Algoa site, completing them without tax relief. Request To gain your support to allow Scholastic to enter a tax abatement program to help offset the new tax liabilities that will come from investing $30M into our Algoa site. This will help ensure Scholastic can continue to fulfill its mission to put books into children's hands from our NSO campus in Jefferson City. Pre K ON MY WAY SCHOLASTIC LITERACY R.L STINE oo ebupil BILL NO. 2022-099 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR SCHOLASTIC INC.; AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE ITS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (SCHOLASTIC INC. PROJECT), SERIES 2023, IN A PRINCIPAL AMOUNT NOT TO EXCEED $44,700,000 TO FINANCE THE COSTS OF SUCH PROJECT; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS. WHEREAS, The City of Jefferson, Missouri (the "City"), is authorized under the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in the Act) for the purposes set forth in the Act and 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 shall deem advisable; and WHEREAS WHEREAS, WHEREAS, WHEREAS, Scholastic Inc., a New York corporation authorized to do business in the State of Missouri (the "Company"), has proposed an industrial development project (the "Project") consisting of the acquisition and installation of a new conveyor system, automation equipment and other machinery and personal property (the "Project Equipment") to be installed at the Company's existing facility located at 6336 Algoa Road in the City (the "Project Site"), and has requested that the City issue its Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in the maximum principal amount not to exceed $44,700,000 (the "Bonds") for the purpose of acquiring and installing the Project Equipment, contingent upon preparation and approval of a plan for industrial development with respect to the Project (the "Plan") as required by Section 100.050 of the Act; and The City has prepared a Plan for the Project, notice of the Project was given to the taxing jurisdictions in accordance with Section 100.059.1 of the Act, and the City now desires to approve the Plan; and The City has and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City proceed with the issuance of the Bonds for the purpose described above; and The City further finds and determines that it is necessary and desirable in connection with approval of the Plan and the issuance of the Bonds that the City enter into certain documents, and that the City take certain other actions and approve the execution of certain other documents as herein provided; NOW, THEREFORE, BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Promotion of Economic Development. The City Council hereby finds and determines that the Project will promote the economic welfare and the development of the City, and the issuance of the Bonds by the City to pay the costs of the Project will be in furtherance of the public purposes set forth in the Act. Section 2. Approval of Plan. The City Council hereby approves the Plan for Industrial Development Project attached hereto as Exhibit A in accordance with Section 100.050 of the Act. Section 3. Authorization and Sale 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 herein authorized Trust Indenture (defined below) and shall have such terms, provisions, covenants and agreements as are set forth in the Trust Indenture. The sale of the Bonds to the Company at private sale pursuant to the provisions of Section 108.170 of Revised Statutes of Missouri, as amended, at the interest rate and upon the terms set forth in the Trust Indenture is hereby approved. Section 4. Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the City payable solely out of the payments, revenues and receipts derived by the City from the herein authorized Lease Agreement (defined below), and such payments, revenues and receipts shall be pledged and assigned to the Trustee (defined below) as security for the payment of the Bonds as provided in the Trust Indenture. The Bonds and the interest thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any constitutional provision, statutory limitation or City Charter provision and shall not constitute a pledge of the full faith and credit of the City. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the City to levy any form of taxation therefore or to make any appropriation for their payment. Section 5. Approval and Authorization of Documents. The following documents (the "City Documents") are hereby approved in substantially the forms presented to the City Council at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the City Documents with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof: (a) Trust Indenture dated as of the date set forth therein (the "Trust Indenture"), between the City and BOKF, N.A., as trustee (the "Trustee"), pursuant to which the Bonds will be issued and the City will pledge and assign the payments, revenues and receipts received pursuant to the Lease Agreement (defined herein) to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as set forth in the Trust Indenture. (b) Lease Agreement dated as of the date set forth therein (the "Lease Agreement"), between the City, as lessor, and the Company, as lessee, under which the City will lease the Project Equipment to the Company pursuant to the terms and conditions in the Lease Agreement, in consideration of rental payments by the Company which will be sufficient to pay the principal of and interest on the Bonds. (c) Bond Purchase Agreement dated as of the date set forth therein (the "Bond Purchase Agreement"), between the City and the Company, pursuant to which the Company agrees to purchase the Bonds. (d) Performance Agreement dated as of the date set forth therein (the "Performance Agreement"), between the City and the Company, pursuant to which the City will grant the Company certain rights with respect to the abatement of ad valorem personal property taxes on the Project Equipment. Section 6. Execution of Documents. The Mayor or Mayor Pro Tem is hereby authorized and directed 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 Trust Indenture. The Mayor or Mayor Pro Tem is hereby authorized and directed 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 of the City is hereby authorized and directed 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 7. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized and directed 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 or Mayor Pro Tem is hereby authorized, through the term of the Lease Agreement, to execute all documents on behalf of the City (including documents pertaining to the transfer of the Project Equipment or the financing or refinancing of the Project Equipment by the Company as may be requested by the Company) as may be required to carry out and comply with the intent of this Ordinance, the Trust Indenture and the Lease Agreement. The Mayor or Mayor Pro Tem is also authorized, unless otherwise expressly provided herein to the contrary, to grant on behalf of the City such consents, estoppels and waivers relating to the Bonds, the Trust Indenture, the Lease Agreement or the Performance Agreement as may be requested during the terms thereof; provided, such consents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the term of either Lease Agreement or adversely affect the personal property tax exemption as provided for therein, waive an Event of Default (as defined in the Trust Indenture and the Lease Agreement), or materially change the nature of the transaction unless approved by an ordinance of the City Council. Section 8. Severability. If any term, condition or provision of this Ordinance is, to any extent, held to be invalid or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective and each and every remaining provision hereof shall be valid and shall be enforced to the fullest extent permitted by law, it being the intent of the City Council that it would have enacted this Ordinance without the invalid or unenforceable provision. If, as a result of a subsequent change in applicable law, the provision that had been held invalid is no longer invalid, said provision shall thereupon return to full force and effect without further action by the City and shall thereafter be binding. Section 9. Effective Date. This Ordinance shall take effect and be in full force and effect from and after its passage by the City Council of the City. Passed: Approved: Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City At NOTICE TO TAXING JURISDICTIONS To: Taxing Jurisdictions (Distribution List attached) Re: Notice of Public Hearing — Scholastic Inc. Project On behalf of the City of Jefferson, Missouri ("City"), please find enclosed a copy of the proposed Plan for an Industrial Development Project ("Plan") for Scholastic Inc. ("Company"), which also contains a Cost Benefit Analysis for the affected taxing jurisdictions. The City anticipates considering an Ordinance to approve the Plan at its regular meeting on Monday, February 6, 2023, at 6:00 PM at City Council Chambers at City Hall in the John G. Christy Municipal Building, 320 E. McCarty Street, in Jefferson City, Missouri. The Plan, if approved, consists of the acquisition and installation of a new conveyor system, automation equipment and other personal property at the Company's facility located at 6336 Algoa Road in Jefferson City, Missouri, for purposes as further described in the attached Plan. The City invites all affected taxing jurisdictions to attend the meeting on February 6, 2023, and to make oral comments on the proposed Plan to the City or to provide written comments to the City on the Plan prior to the meeting. All comments of the taxing districts will be fairly and duly considered by the City. A copy of the Plan and Cost Benefit Analysis for the proposed project is enclosed and also will be on file in the office of the City Clerk and will be available for public inspection during normal business hours. Dated: January 13, 2023 CITY OF JEFFERSON, MISSOURI 320 E. McCarty St. Jefferson City, Missouri 65101 Jefferson City Public Schools Bryan McGraw, Superintendent 315 East Dunklin Street Jefferson City, MO 65101 City of Jefferson Fire Pension Fund Steven S. Crowell, Jr., City Administrator 320 E. McCarty St. Jefferson City MO 65101 Cole County Cole County Road and Bridge Sam Bushman, Presiding Commissioner 311 E High Street Jefferson City, MO 65101 State Tax Commission of Missouri 301 W. High Street, Room 840 P.O. Box 146 Jefferson City, MO 65102 2 Missouri River Regional Library Claudia Cook, Director 214 Adams Street P.O. Box 89 Jefferson City, MO 65102 Missouri Department of Revenue County Tax Section State Blind Pension Fund 301 West High Street, Room 330 Jefferson City, MO 65105 Cole County Residential Services Executive Director 1908 Boggs Creek Road Jefferson City, MO 65101 CITY OF JEFFERSON, MISSOURI PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT AND COST -BENEFIT ANALYSIS FOR SCHOLASTIC INC. TABLE OF CONTENTS Page I. PURPOSE OF THIS PLAN 1 II. GENERAL DESCRIPTION OF CHAPTER 100 FINANCINGS 1 General 1 Issuance and Sale of Bonds 1 Property Tax Abatement 2 III. DESCRIPTION OF THE PARTIES 2 Scholastic Inc. 2 City of Jefferson, Missouri. 2 IV. REQUIREMENTS OF THE ACT 3 Description of the Project 3 Estimate of the Costs of the Project. 3 Source of Funds to be Expended for the Project 3 Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the City. 4 Affected Taxing Jurisdictions. 4 Current Assessed Valuation 4 Payments in Lieu of Taxes. 5 Application for Sales and Use Tax Exemption on Personal Property 6 Cost -Benefit Analysis and Discussion of Attachments. 7 V. ASSUMPTIONS AND BASIS OF PLAN 8 ATTACHMENT A — SUMMARY OF KEY ASSUMPTIONS ATTACHMENT B — COST -BENEFIT ANALYSIS * * * CITY OF JEFFERSON, MISSOURI PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT AND COST -BENEFIT ANALYSIS FOR SCHOLASTIC INC. I. PURPOSE OF THIS PLAN On February 6, 2023, the City Council of the City of Jefferson, Missouri (the "City") will consider an ordinance approving this Plan (defined below) and authorizing the issuance by the City of its taxable industrial development revenue bonds in the aggregate principal amount of not to exceed $44,700,000, to finance the costs of equipping an industrial development project (the "Project") for Scholastic Inc., a New York corporation (the "Company"), consisting of acquiring and installing a machinery, equipment and other personal property (the "Project Equipment") to be installed in the Company's existing facility located at 6336 Algoa Road in the City, as more fully described herein. The Bonds will be issued pursuant to the provisions of Sections 100.010 to 100.200 of the Revised Statutes of Missouri, as amended ("Chapter 100"), and Article VI, Section 27(b) of the Missouri Constitution, as amended (collectively, with Chapter 100, the "Act"). Gilmore & Bell, P.C., as bond counsel to the City, has prepared this Plan for an Industrial Development Project and Cost -Benefit Analysis (the "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 development revenue bonds to finance the acquisition and installation of the Project Equipment and to facilitate abatement of ad valorem personal property taxes on the bond -financed equipment, machinery or other personal property comprising the Project Equipment. II. GENERAL DESCRIPTION OF CHAPTER 100 FINANCINGS General. The Act authorizes cities, counties, towns and villages to issue industrial development 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, 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. 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 pursuant to a trust indenture entered into between the municipality and a bank or trust company acting as trustee. In exchange, the benefited company promises under a lease agreement to make rental 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. If proceeds of the revenue bonds are to be used to pay the costs, or reimburse the costs, of purchasing and installing personal property only, concurrently with the closing of the bonds, the company will convey to the municipality title to the personal property included in the project. The municipality must be the legal owner of the personal property while the bonds are outstanding for the personal property to be eligible for personal property tax abatement, as further described below. At the same time, the municipality will lease the personal property included in the project back to the benefited company pursuant to a lease agreement. The lease agreement will require the company, acting on behalf of the municipality, to use the bond proceeds to pay, or reimburse, the costs of purchasing and installing the personal property included in the project, as applicable. Under the lease agreement, the company typically: (1) will unconditionally agree to make payments sufficient to pay the principal of and interest on the bonds as they become due; (2) will agree, 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) has the right, at its own expense, to 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) will covenant to maintain its corporate existence during the term of the bond issue; and (6) will agree to indemnify the municipality for any liability the municipality might incur as a result of its participation in the transaction. Property Tax Abatement. Under Article X, Section 6 of the Missouri Constitution and Section 137.100 of the Revised Statutes of Missouri, as amended, all property of any political subdivision is exempt from taxation. In a typical transaction, the municipality holds fee title to the project and leases the project to the benefited company. Although the Missouri Supreme Court has held that the leasehold interest is taxable, it is taxable only to the extent that the economic value of the lease is less than the actual market value of the lease. See Iron County v. State Tax Commission, 437 S.W.2d 665 (Mo. 1968) (en banc) and St. Louis County v. State Tax Commission, 406 S.W.2d 644 (Mo. 1966) (en banc). If the rental payments under the lease agreement equal the actual debt service payments on the bonds, the leasehold interest should have no "bonus value" and the bond -financed property should be exempt from ad valorem property taxation so long as the bonds are outstanding. If the municipality and the company determine that partial tax abatement is desirable, the company may agree to make "payments in lieu of taxes" (sometimes referred to as "PILOTS" or "PILOT Payments"). The amount of payments in lieu of taxes is negotiable. The payments in lieu of taxes are payable by December 31 of each year, and are distributed to the municipality and to each political subdivision in the same manner and in the same proportion as personal property taxes would otherwise be distributed under Missouri law. III. DESCRIPTION OF THE PARTIES Scholastic Inc. The Company is a New York corporation headquartered in New York, New York. The Company has a multi -national presence and is the world's largest publisher and distributor of children's books, a leading provider of literacy curriculum, profession services and classroom magazines and a producer of educational and popular children's media. More information about the Company can be found on the Company's website (https://www.scholastic.com/aboutscholastic/history/). City of Jefferson, Missouri. The City is a home rule charter city and municipal corporation organized and existing under the laws 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) and 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. -2- IV. REQUIREMENTS OF THE ACT Description of the Project. The Project consists of the acquisition and installation of a new conveyor system, automation equipment and other machinery, equipment and personal property (i.e., the Project Equipment) at the Company's existing facility located at 6336 Algoa Road in the City (the "Project Site") in order to expand the Company's production capacity and operating efficiencies at the facility. The City will acquire (or cause the Company to acquire) the Project Equipment with proceeds of the Bonds and the City will lease the Project Equipment to the Company, with an option to purchase, pursuant to the Lease (defined herein). Any personal property not purchased or reimbursed with proceeds of the Bonds in connection with the Project will not be considered Project Equipment and will not be subject to personal property tax abatement. There is no real property included in the Project because the Project is solely related to the acquisition and installation of the machinery, equipment and other personal property (i.e. the Project Equipment) acquired and installed with proceeds of the Bonds. Estimate of the Costs of the Project. The Company expects the acquisition, delivery and installation of the new conveyor system, automation equipment and other personal property comprising the Project Equipment to cost approximately $44,530,000. The Company currently expects to acquire and deliver portions of the Project Equipment to the Project Site during calendar years ending December 31, 2023, 2024 and 2025. The anticipated cost of the acquiring, delivering and installing said Project Equipment at the Project Site in each of the calendar years 2023, 2024, and 2025 as well as the anticipated Modified Accelerated Cost Recovery System ("MACRS") class -life of such Project Equipment for depreciation purposes is reflected in the table below: Year Acquired and Delivered to Project Site Estimated Cost of Acquiring and Installing Project Equipment(') MACRS Class -Life 2023 $1,050,000 5 -year 2023 1,950,000 7 -year 2023 5,500,000 10 -year 2024 1,000,000 5 -year 2024 2,000,000 7 -year 2024 14,230,000 10 -year 2025 1,000,000 5 -year 2025 500,000 7 -year 2025 17,300,000 10 -year (1) Total estimated costs may include estimated soft costs relating to the freight, delivery, installation, assembly, etc., of the Project Equipment, which soft costs are excludable from the calculation of personal property assessed valuation under Missouri law. The Cost -Benefit Analysis attached hereto as Attachment B is based on anticipated costs of the Project Equipment listed above expected to be acquired and installed at the Project Site in calendar years 2023, 2024 and 2025. The Bonds will be issued in a principal amount not to exceed $44,700,000 to allow for a reasonable contingency and provide for certain soft costs relating to the Project Equipment, such as freight, delivery, installation and assembly, which may be excluded from the calculation of the assessed value of the Project Equipment under Missouri law. Source of Funds to be Expended for the Project. The sources of funds to pay for (or reimburse costs of) the Project will be the proceeds of the Bonds in the maximum principal amount of $44,700,000, to be issued by the City and purchased by the Company, as bondholder, and, if needed, other available funds of the Company. The Bonds will be payable solely from the revenues derived by the City from the lease or other disposition of the Project Equipment (as further described below). The Bonds will not be an -3- indebtedness or general obligation, debt or liability of the City, Cole County, Missouri, or the State of Missouri. The Bonds will be issued upon such terms, in such amounts and at such time as shall be satisfactory to the City and the Company. Statement of the Terms Upon Which the Project Equipment is to be Leased or Otherwise Disposed of by the City. The Company will convey title to the Project Equipment (consisting solely of the equipment, machinery and other personal property, the costs of which were paid for or reimbursed with proceeds of the Bonds) to the City pursuant to a bill of sale, subject to any permitted encumbrances. The City, as lessor, will then lease the Project Equipment to the Company, as lessee, under a lease agreement (the "Lease"). The rental payments to be paid by the Company under the Lease for use of the Project Equipment will be equal to, and will be used to pay, the principal and interest payments due on the Bonds. The Company will also make certain PILOT Payments to the City for distribution to the affected taxing jurisdictions, as further described herein. Under the terms of the Lease with the City, the Company will have the option to purchase the Project Equipment at any time. The Lease will terminate on December 31, 2035, unless terminated sooner pursuant to the terms thereof. Affected Taxing Jurisdictions. The Jefferson City School District is the school district financially impacted by the Project. The City of Jefferson, Missouri, is the city financially impacted by the Project. Cole County, Missouri, is the county financially impacted by the Project. There is no community college district, fire protection district, ambulance district or other emergency services district financially impacted by the Project. Below is a list of all taxing jurisdictions financially impacted by the Project, which are also reflected in the Cost -Benefit Analysis attached as Attachment B hereto: • City of Jefferson (includes Fire Pension Fund) • Cole County (General Revenue and Road & Bridge) • Cole County Special Services (Developmental Disabilities Board) • Jefferson City/Cole County Public Library District • Jefferson City School District • State of Missouri Blind Pension Fund Current Assessed Valuation. The most recent equalized assessed valuation of the personal property comprising the Project Equipment included in the Project on the Project Site, as of January 1, 2022, is $0 (as of January 1, 2022, the Company had not yet acquired any portion of the Project Equipment to the Project Site and the initial assessment of the Project Equipment will not occur until 2024). The total equalized assessed valuation of the machinery, equipment and other personal property comprising the Project Equipment upon completion of acquisition and installation of all of the Project Equipment on the Project Site, which is expected to occur during calendar year ending December 31, 2025, is estimated to be $11,889,740 (based upon the estimated 2026 equalized assessed value of such Project Equipment), after deducting for depreciation. This valuation was calculated based upon estimated total cost of acquiring and installing the equipment, machinery and other personal property comprising the Project Equipment in the amount of approximately $44,530,000 (however, if any of the estimated total costs is associated with freight, delivery, installation or assemble of such Project Equipment those costs may be excluded from the calculation of personal property assessed value under Missouri law), less depreciation, multiplied by the statutorily required assessment rate of 33.33% for the Project Equipment. If the actual investment in the Project Equipment is larger than anticipated, the assessed valuation of such Project Equipment will likely be greater. As noted previously, there is no real property included in the Project because the Project is solely related to the acquisition and installation of the machinery, equipment and other personal property (i.e. the Project Equipment) acquired with proceeds of the Bonds. -4- Payments in Lieu of Taxes. If this Plan is approved by the City Council, the City intends to issue the Bonds and to extend 50% personal property tax abatement for each portion of the Project Equipment to the Company for a period of 10 years. The 10 -year period of personal property tax abatement will begin on January 1 in the year in which the applicable portion of the Project Equipment would first be subject to personal property taxation under Missouri law absent the City's ownership thereof; however, in no event will the personal property tax abatement period for any portion of the Project Equipment extend beyond the calendar year ending December 31, 2035. Therefore, the 10 -year personal property tax abatement period for each portion of the Project Equipment will be as follows: (1) for the portion of the Project Equipment expected to be acquired and delivered to the Project Site during calendar year ending December 31, 2023, the 10 -year period ofpersonal property tax abatement will be from calendar year 2024 through calendar year 2033; (2) for the portion of the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2024, the 10 -year period of personal property tax abatement will be from calendar year 2025 through calendar year 2034; and (3) for the portion of the Project Equipment expected to be acquired and delivered to the Project Site during calendar year ending December 31, 2025, the 10 -year period ofpersonal property tax abatement will be from calendar year 2026 through calendar year 2035. [Remainder of this page intentionally left blank.] -5- The equipment, machinery and other personal property that comprises the Project Equipment would otherwise be exempt from ad valorem personal property taxes during the entire term of the applicable 10 - year period of personal property tax abatement. Therefore, the Company will make a PILOT Payment to the City on or before December 31 of each year, commencing December 31, 2024 (for the portion of the Project Equipment acquired and delivered to the Project Site during the current calendar year ending December 31, 2023), in an amount equal to the applicable "Percentage of PILOT Payment" shown in the table below multiplied by the amount of ad valorem personal property taxes which would otherwise be due with respect to the Project Equipment, but for the City's ownership thereof: Project Equipment Acquired and Delivered During Calendar Year Ending December 31 Tax Abatement Period in Years Calendar Years of Personal Property Tax Abatement Percentage of PLOT Payment 2023 1 through 10 2024-2033 50% 2023 -- 2034 and after 100%(1) 2024 1 through 10 2025-2034 50% 2024 -- 2035 and after 100%(2) 2025 1 through 10 2026-2035 50% 2025 -- 2036 and after 100% I) (2) For equipment, machinery and other personal property comprising the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2023, the last year of the 10 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2033. Under the Lease, it is expected the City will own all portions of the Project Equipment and lease all portions of the Project Equipment to the Company until calendar year ending December 31, 2035; therefore, in calendar years 2034 and 2035, the Company will be required to pay a PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment originally acquired and delivered to the Project Site in 2023. For equipment, machinery and other personal property comprising the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2024, the last year of the 10 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2034. Under the Lease, it is expected the City will own all portions of the Project Equipment and lease all portions of the Project Equipment to the Company until calendar year ending December 31, 2035; therefore, in calendar year 2035, the Company will be required to pay a PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment originally acquired and delivered to the Project Site in 2024. Such PILOT Payments would, after reduction for actual costs of the City for distributing such payments, be distributed among the taxing jurisdictions in proportion to the amount of personal property taxes which would have been paid in each year had the Project Equipment not been exempt from personal property taxation, pursuant to Section 100.050.3 of the Act. Application for Sales and Use Tax Exemption on Personal Property.. The Company has applied to the Missouri Department of Economic Development ("DED") for certification of the extent to which eligible tangible personal property comprising a portion of the Project Equipment integral to the activities at the Project Site qualifies for exemption from sales and use tax. DED, through its internal review procedures, will determine the dollar amount of purchases that may qualify for the exemption, which exemption will be contingent upon compliance with DED procedures and ultimate approval by DED of the application for exemption. For purposes of determining the impact of the sales and use tax exemptions for this personal property on the affected taxing jurisdictions, it is assumed that DED will approve the personal property described in the application in the amount of approximately $40,183,500 and that the taxes applied to purchases of DED-approved personal property in the amount of approximately $40,183,500 will be those of the local taxing jurisdictions. -6- Please note that any variance in these assumptions will alter the fiscal impact of the sales and use tax exemptions on the affected taxing jurisdictions. Based on the assumptions set forth above, the fiscal impact on the affected taxing jurisdictions of the sales and use tax exemptions for DED-approved personal property is as follows: Jurisdiction Estimated Sales and/or Use Sales Use Tax Revenues Tax Rate Tax Rate Subject to Exemption State of Missouri 4.225% 4.225% $1,697,753 City of Jefferson General Revenue 1.000% Jo $401,8350) Capital Improvement 0.500% Jo $200,918(1) Parks 0.500% --(1) $200,918(0 Public Safety 0.250% Jo $100,4590) Cole County Capital Improvements 0.500% 0.500% $200,918 Emergency Services 0.500% 0.500% $200,918 Law Enforcement 0.375% 0.375% $150,688 Total 7.850% 5.600% $3,154,405 (1) Unlike the State of Missouri and Cole County, the City does not currently impose a "local use tax" corresponding to its local sales tax, which "local use tax" would be imposed on the Company for the storage, use or consumption of any of the total $40,183,500 tangible personal property purchased from vendors located outside of the City that would not be subject to the City's local sales tax. The amounts above assume that all vendors selling the $40,183,500 of tangible personal property would be required to collect and remit the local sales taxes imposed by the City and the City will be forgoing the collection of these amounts due to the assumed DED sales/use tax exemption. However, if any or all of the total $40,183,500 in tangible personal property that is assumed to be exempted by DED from local sales/use tax is purchased by the Company from vendors located outside of the City, the City may not be entitled to collect any of these local sales tax revenues regardless of the DED sales/use tax exemption because the City does not impose a "local use tax" that would permit the City to collect these revenues from such vendors. Cost -Benefit Analysis and Discussion of Attachments. In compliance with Section 100.050.2(3) of the Revised Statutes of Missouri, as amended, this Plan has been prepared to show the costs and benefits to the City and to other taxing jurisdictions affected by the personal property tax abatements for the Project Equipment. The following is a summary of the "COST -BENEFIT ANALYSIS" attached to this Plan as Attachment B that shows the direct impact the personal property tax abatements for the Project Equipment is expected to have on each taxing jurisdiction. This Plan does not attempt to quantify the overall economic impact of the Project. Project Assumptions. Attachment A and page B-1 of the Cost -Benefit Analysis included as Attachment B presents a list of the assumptions related to the determination of the personal property assessed valuations and the personal property tax formulas for the Project Equipment. Summary of Cost -Benefit Analysis. Page B-2 of the Cost -Benefit Analysis included as Attachment B presents a summary for each affected taxing jurisdiction of (1) the total estimated personal property tax revenues that would be generated if the Project Equipment did not receive personal property tax abatement, (2) the total estimated value of the PILOT Payments to be made by the Company for the proposed personal property tax abatement period and (3) the total estimated value of the personal property tax abatement to the Company. Please note that the actual value of the Project Equipment may differ from the estimated value assumed in this Plan and may impact the value of the PILOT Payments to be made by Company. -7- Personal Property Tax Revenues. Page B-3 of the Cost -Benefit Analysis included as Attachment B provides the projected personal property tax revenues that would be generated from the Project Equipment without personal property tax abatement. Page B-4 of the Cost -Benefit Analysis included as Attachment B provides the projected value of the PILOT Payments to be made by the Company based on an estimated personal property assessed value of the Project Equipment after it is acquired and installed. Page B-5 of the Cost -Benefit Analysis included as Attachment B provides the projected value of the personal property tax abatement to the Company based on an estimated personal property assessed value of the Project Equipment after it is acquired and installed. Refer to Attachment A for the assumptions related to the determination of the personal property assessed values and the personal property tax formulas. V. ASSUMPTIONS AND BASIS OF PLAN In preparing this Plan, we have made some key assumptions to estimate the fiscal impact of the personal property tax abatement and exemptions proposed for the Project Equipment. See Attachment A and page 1 of the Cost -Benefit Analysis included as Attachment B for a summary of these assumptions. In addition to the foregoing, in order to complete this Plan, we have generally reviewed and relied upon information furnished to us by, and have participated in conferences with, representatives of the City, representatives of the Company, and other persons as we have deemed appropriate. We do not assume any responsibility for the accuracy, completeness or fairness of any of the information provided to us and make no representation that we have independently verified the accuracy, completeness or fairness of such information. * * * * -8- ATTACHMENT A SUMMARY OF KEY ASSUMPTIONS 1. The total cost of acquiring, delivering, assembling and installing the equipment, machinery and other personal property comprising the Project Equipment on the Project Site is estimated to cost $44,530,000. 2. It is anticipated that the equipment, machinery and other personal property comprising the Project Equipment will be purchased and delivered to the Project Site during the calendar years ending December 31, 2023, 2024 and 2025 and the anticipated cost of acquiring, delivering, assembling and installing each portion of the Project Equipment in each calendar year as well as the anticipated Modified Accelerated Cost Recovery System ("MACRS") class -life of such Project Equipment for depreciation purposes is reflected in the table below (any of the estimated costs listed below that are attributable to the installation, assembly and delivery of such Project Equipment may be excludable from the calculation of personal property assessed value under Missouri law because assessed value of personal property is only based upon the acquisition cost of personal property): Year Acquired and Delivered to Project Site Estimated Cost of Acquiring and Installing Project Equipment MACRS Class -Life 2023 $1,050,000 5 -year 2023 1,950,000 7 -year 2023 5,500,000 10 -year 2024 1,000,000 5 -year 2024 2,000,000 7 -year 2024 14,230,000 10 -year 2025 1,000,000 5 -year 2025 500,000 7 -year 2025 17,300,000 10 -year 3. The Project Equipment will be conveyed to the City by December 31 of the year in which the applicable portion of the Project Equipment is acquired and will be leased to the Company with an option to purchase. As long as the Project Equipment is owned by the City, it will be exempt from ad valorem personal property taxes. 4. 50% personal property tax abatement with respect to each separate investment in Project Equipment will be provided to the Company for a period of 10 years. The period of personal property tax abatement will begin in the year in which the applicable portion of the Project Equipment would first be subject to personal property taxation under Missouri law; however, in no event will the personal property tax abatement period for any portion of the Project Equipment extend beyond the calendar year ending December 31, 2035, as described in Section IV of the Plan under the caption entitled "Payments in Lieu of Taxes." 5. During the 10 -year personal property tax abatement period applicable to each portion of the Project Equipment expected to be acquired and delivered to the Project Site in calendar years ending December 31, 2023, 2024 and 2025, the Company will make PILOT Payments as follows: (a) Project Equipment Acquired/Delivered in 2023: (i) in years 2024 through 2033, inclusive, the Company will make PILOT Payments equal to 50% of the personal property taxes that would otherwise be due on that portion of the Project Equipment, but for the City's ownership thereof; and A-1 (ii) in years 2034 and 2035, inclusive, the Company will make PILOT Payments equal to 100% of the personal property taxes that would otherwise be due on that portion of the Project Equipment, but for the City's ownership thereof. (b) Project Equipment Acquired/Delivered in 2024: (i) in years 2025 through 2034, inclusive, the Company will make PILOT Payments equal to 50% of the personal property taxes that would otherwise be due on that portion of the Project Equipment, but for the City's ownership thereof; and (ii) in year 2035, inclusive, the Company will make PILOT Payments equal to 100% of the personal property taxes that would otherwise be due on that portion of the Project Equipment, but for the City's ownership thereof. (c) Project Equipment Acquired/Delivered in 2025: (i) in years 2026 through 2035, inclusive, the Company will make PILOT Payments equal to 50% of the personal property taxes that would otherwise be due on that portion of the Project Equipment, but for the City's ownership thereof. 6. Personal property taxes are calculated using the following formula: (Assessed Value * Tax Rate)/100 7. The assessed value of the personal property comprising the Project Equipment is calculated using the following formula: (Cost * Depreciation Factor) * Assessment Ratio of 33.33% [Remainder of this page intentionally left blank.] A-2 8. In determining the assessed valuation of the personal property comprising the Project Equipment, a depreciation factor is applied at the end of each year which depends on the recovery period of such personal property. The Company represented that the personal property comprising the Project Equipment is expected to have either a 5 -year recovery period, 7 -year recovery period or 10 -year recovery period. The depreciation factor used for personal property with a 5 -year recovery period, 7 -year recovery period and 10 -year recovery period is reflected in the table below (note: year 0 represents the calendar year in which the personal property was acquired and year 1 represents the calendar year immediately following the year the personal property was acquired - the depreciation factor reflected in each year is multiplied by the original cost of the personal property): Recove Period Depreciation Factors Year 5 -Year Recovery Period 7 -Year Recove Period 10 -Year Recove Period 0 1 2 3 4 5 6 7 8 9 10 and on 100.00% 100.00% 100.00% 85.00% 89.29% 92.50% 59.50% 70.16% 78.62% 41.65% 55.13% 66.83% 24.99% 42.88% 56.81% 10.00% 30.63% 48.07% 10.00% 18.38% 39.33% 10.00% 10.00% 30.59% 10.00% 10.00% 21.85% 10.00% 10.00% 15.00% 10.00% 10.00% 15.00% 9. The tax rates used in this Plan reflect the rates in effect for the tax year ended December 31, 2022. The tax rates were held constant through the December 31, 2035, tax year. * * * The Cost -Benefit Analysis has been prepared on the basis of factual information and assumptions provided to Gilmore & Bell, P.C. by, or on behalf of, the City or the Company. This information is provided in conjunction with our legal representation of the City, as its bond counsel, for this transaction. It is not intended as financial advice or a financial recommendation to the Company, the City or any other taxing jurisdiction that may be affected by the Project. Gilmore & Bell, P.C. is not a financial advisor or a "municipal advisor" as defined in the Securities Exchange Act of 1934, as amended. A-3 ATTACHMENT B COST -BENEFIT ANALYSIS [See attached] City of Jefferson, Missouri (Scholastic Inc.) COST -BENEFIT ANALYSIS PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT GILtviCREBELL Table of Contents Summary of Key Assumptions 1 Summary of Personal Property Tax Impact Analysis 2 Projected Personal Property Tax Revenues Without Abatement on Project Equipm 3 Projected Revenues Generated From PILOT Payments on Project Equipment 4 Projected Value of Personal Property Tax Abatement on Project Equipment 5 This information is provided based on the factual information and assumptions provided to Gilmore & Bell, P.C. by a party to or a representative of a party to the proposed transaction. This information is intended to provide factual information only and is provided in conjunction with our legal representation. It is not intended as financial advice or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a "municipal advisor" as defined in the Securities Exchange Act of 1934, as amended. City of Jefferson, Missouri (Scholastic Inc.) Cost -Benefit Analysis 1/11/2023 Summary of Key Assumptions • Initial year taxes assessed • Annual investments in Project Equipment: 2024 Year Acquired 2023 2023 2023 Recovery Period 5 -Year 7 -Year 10 -Year Est. Cost $ 1,050,000 1,950,000 5,500,000 Total Cost of Project Equipment Acquired in 2023: $ 8,500,000 Year Acquired 2024 2024 2024 Recovery Period 5 -Year 7 -Year 10 -Year Est. Cost $ 1,000,000 2,000,000 14,230,000 Total Cost of Project Equipment Acquired in 2024: $ 17,230,000 Year Acquired 2025 2025 2025 Recovery Period 5 -Year 7 -Year 10 -Year Est. Cost $ 1,000,000 500,000 17,300,000 Total Cost of Project Equipment Acquired in 2025: $ 18,800,000 Total Cost of Project Equipment: $ 44,530,000 • Assessed value as a percentage of appraised value for Project Equipment (personal property): • Terms of Personal Property Tax Abatement for Project Equipment: Years 1-10 50.0% • The Project Equipment will be depreciated using the following 5 -year, 7 -year and 10 -year recovery period schedules: Recovery Period in Years Year 5 -Year 7 -Year 10 -Year 0 100.00% 100.00% 100.00% 1 85.00% 89.29% 92.50% 2 59.50% 70.16% 78.62% 3 41.65% 55.13% 66.83% 4 24.99% 42.88% 56.81% 5 10.00% 30.63% 48.07% 6 10.00% 18.38% 39.33% 7 10.00% 10.00% 30.59% 8 10.00% 10.00% 21.85% 9 10.00% 10.00% 15.00% 10 and on 10.00% 10.00% 15.00% 33.33% City of Jefferson, Missouri (Scholastic Inc.) Cost -Benefit Analysis -1- 1/11/2023 Summary of Personal Property Tax Impact Analysis Projected Personal Property Tax Revenues Projected Revenues Generated from Projected Value of Personal Property 2022 Generated from Project Equipment PILOT Payments on Tax Abatement on Tax Rate per Without Abatement Project Equipement Project Equipment Taxing Jurisdiction $100 of AV (Years 2024-2035) (Years 2024-2035) (Years 2024-2035) Cole County - General Revenue 0.0665 $ 44,421 $ 22,729 $ 21,691 Cole County - Road & Bridge 0.2779 185,631 94,985 90,646 Cole County Special Services (Developmental Disabilities Board) 0.0927 61,922 31,684 30,237 Jefferson City/Cole County Library District 0.2000 133,596 68,359 65,237 Jefferson City 0.4600 307,270 157,226 150,044 Jefferson City Fire Pension Fund 0.0961 64,193 32,847 31,346 Jefferson City School District 4.7593 3,179,110 1,626,709 1,552,400 State of Missouri - Blind Pension Fund 0.0300 20,039 10,254 9,785 5.9825 $ 3,996,181 $ 2,044,794 $ 1,951,387 City of Jefferson, Missouri (Scholastic Inc.) Cost -Benefit Analysis -2 - 1/11/2023 Projected Personal Property Tax Revenues Without Abatement on Project Equipment Estimated Assessed Value of Project Equipment $2,573,461 $ 7,371,103 $11,889,740 $9,932,065 $8,262,986 $6,823,301 $5,538,102 $4,383,127 $3,325,109 $ 2,496,267 $2,101,290 $2,101,290 Taxing Jurisdiction Cole County - General Revenue Cole County - Road & Bridge Cole County Special Services (Developmental Disabilities Board) Jefferson City/Cole County Library District Jefferson City Jefferson City Fire Pension Fund Jefferson City School District State of Missouri - Blind Pension Fund Totals Year Project Equipment (5 -Year Depreciation) Acquired 2023 2024 2025 Year Project Equipment (7 -Year Depreciation) Acquired 2023 2024 2025 Year Project Equipment (10 -Year Decpreciation) Acquired 2023 2024 2025 2022 Tax Rate per $100 of AV 0.0665 0.2779 0.0927 0.2000 0.4600 0.0961 4.7593 0.0300 5.9825 2024 $ 1,711 $ 7,152 2,386 5,147 11,838 2,473 122,479 772 $ 153,957 $ 2025 4,902 20,484 6,833 14,742 33,907 7,084 350,813 2,211 440,976 2026 2027 $ 7,907 $ 6,605 $ 33,042 27,601 11,022 9,207 23,779 19,864 54,693 45,688 11,426 9,545 565,868 472,697 3,567 2,980 $ 711,304 $ 594,186 $ 2028 2029 5,495 $ 4,538 $ 22,963 18,962 7,660 6,325 16,526 13,647 38,010 31,387 7,941 6,557 393,260 324,741 2,479 2,047 494,333 $ 408,204 $ 2030 2031 3,683 $ 2,915 15,390 12,181 5,134 4,063 11,076 8,766 25,475 20,162 5,322 4,212 263,575 208,606 1,661 1,315 331,317 $ 262,221 2032 $ 2,211 $ 9,240 3,082 6,650 15,296 3,195 158,252 998 $ 198,925 $ 2033 1,660 6,937 2,314 4,993 11,483 2,399 118,805 749 149,339 2034 $ 1,397 $ 5,839 1,948 4,203 9,666 2,019 100,007 630 $ 125,710 $ 2035 Total 1,397 $ 44,421 5,839 185,631 1,948 61,922 4,203 133,596 9,666 307,270 2,019 64,193 100,007 3,179,110 630 20,039 125,710 $3,996,181 Estimated Cost of 5 -Year Project Equipment 1,050,000 1,000,000 1,000,000 3,050,000 Estimated Cost of 7 -Year Project Equipment 1,950,000 2,000,000 500,000 4,450,000 Estimated Cost of 10 -Year Project Equipment 5,500,000 14,230,000 17,300,000 37,030,000 Year Project Equipment Acquired 2023 2024 2025 Project Equipment Assessed Value (5 -Year Depreciation) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 297,470 208,229 283,305 - 145,760 198,314 283,305 87,456 138,819 198,314 34,997 83,292 138,819 34,997 33,330 83,292 34,997 33,330 33,330 34,997 33,330 33,330 34,997 33,330 33,330 34,997 33,330 33,330 34,997 33,330 33,330 34,997 33,330 33,330 297,470 491,534 627,379 424,589 257,108 151,618 101,657 101,657 101,657 101,657 101,657 101,657 Project Equipment Assessed Value (7 -Year Depreciation) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 580,327 455,994 595,207 - 358,309 467,687 148,802 278,692 367,497 116,922 199,075 285,838 91,874 119,458 204,180 71,460 64,994 122,521 51,045 64,994 66,660 30,630 64,994 66,660 16,665 64,994 66,660 16,665 64,994 66,660 16,665 64,994 66,660 16,665 580,327 1,051,202 974,798 763,110 576,787 395,097 238,559 162,284 148,319 148,319 148,319 148,319 Project Equipment Assessed Value (10 -Year Depreciation) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 1,695,664 1,441,223 1,225,094 1,041,413 881,195 720,978 560,761 400,543 274,973 274,973 274,973 274,973 - 4,387,145 3,728,836 3,169,653 2,694,418 2,279,892 1,865,366 1,450,841 1,036,315 711,429 711,429 711,429 - - 5,333,633 4,533,300 3,853,478 3,275,716 2,771,759 2,267,803 1,763,847 1,259,891 864,914 864,914 1,695,664 5,828,367 10,287,563 8,744,365 7,429,091 6,276,586 5,197,886 4,119,187 3,075,134 2,246,292 1,851,315 1,851,315 Project Equipment Assessed Value (TOTAL) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2,573,461 2,105,446 1,729,164 1,407,561 1,115,267 875,432 660,751 500,533 374,963 374,963 374,963 374,963 - 5,265,657 4,394,836 3,675,969 3,063,548 2,517,402 2,021,218 1,550,831 1,136,305 811,419 811,419 811,419 5,765,740 4,848,535 4,084,172 3,430,467 2,856,134 2,331,763 1,813,842 1,309,886 914,909 914,909 2,573,461 7,371,103 11,889,740 9,932,065 8,262,986 6,823,301 5,538,102 4,383,127 3,325,109 2,496,267 2,101,290 2,101,290 City of St. Joseph, Missouri (Schutz Container Systems, Inc.) Cost Benefit Analysis -3 - 1/11/2023 Projected Revenues Generated From PILOT Payments on Project Equipment (Personal Property) Estimated Assessed Value of Project Equipment Acquired in 2023 PILOT Payment Estimated Assessed Value of Project Equipment Acquired in 2024 PILOT Payment Estimated Assessed Value of Project Equipment Acquired in 2025 PILOT Payment $2,573,461 $2,105,446 $1,729,164 $1,407,561 $1,115,267 $ 875,432 $ 660,751 $ 500,533 $ 374,963 $ 374,963 $374,963 $ 374,963 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 100.00% 100.00% - $5,265,657 $4,394,836 $3,675,969 $3,063,548 $2,517,402 $2,021,218 $1,550,831 $1,136,305 $ 811,419 $811,419 $ 811,419 - 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 100.00% - $5,765,740 $4,848,535 $4,084,172 $3,430,467 $2,856,134 $2,331,763 $1,813,842 $1,309,886 $914,909 $ 914,909 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Taxing Jurisdiction Cole County - General Revenue Cole County - Road & Bridge Cole County Special Services (Developmental Disa Jefferson City/Cole County Library District Jefferson City Jefferson City Fire Pension Fund Jefferson City School District State of Missouri - Blind Pension Fund 2022 Tax Rate per $100 of AV 0.0665 $ 0.2779 0.0927 0.2000 0.4600 0.0961 4.7593 0.0300 5.9825 $ 2024 2025 856 $ 3,576 1,193 2,573 5,919 1,237 61,239 386 76,979 2,451 10,242 3,417 7,371 16,954 3,542 175,406 1,106 $ 220,488 2026 $ 3,953 16,521 5,511 11,890 27,346 5,713 282,934 1,783 $ 355,652 2027 2028 3,302 $ 2,747 13,801 11,481 4,604 3,830 9,932 8,263 22,844 19,005 4,772 3,970 236,348 196,630 1,490 1,239 297,093 $ 247,167 2029 2030 2031 $ 2,269 9,481 3,163 6,823 15,694 3,279 162,371 1,023 $ 204,102 $ 1,841 7,695 2,567 5,538 12,738 2,661 131,787 831 $ 165,659 $ 1,457 $ 6,090 2,032 4,383 10,081 2,106 104,303 657 $ 131,110 $ 2032 1,106 $ 4,620 1,541 3,325 7,648 1,598 79,126 499 99,462 $ 2033 2034 2035 Total 830 $ 823 $ 1,093 $ 22,729 3,469 3,441 4,568 94,985 1,157 1,148 1,524 31,684 2,496 2,476 3,288 68,359 5,741 5,695 7,562 157,226 1,199 1,190 1,580 32,847 59,402 58,926 78,235 1,626,709 374 371 493 10,254 74,670 $ 74,071 $ 98,342 $2,044,794 City of Jefferson, Missouri (Scholastic Inc.) Cost -Benefit Analysis -4 - 1/11/2023 Projected Value of Personal Property Tax Abatement on Project Equipment Estimated Assessed Value Acquired in 2023 Abatement Percentage Estimated Assessed Value Acquired in 2024 Abatement Percentage Estimated Assessed Value Acquired in 2025 Abatement Percentage of Project Equipment of Project Equipment of Project Equipment $2,573,461 $2,105,446 $1,729,164 50.00% 50.00% 50.00% - $5,265,657 $4,394,836 50.00% 50.00% - $5,765,740 50.00% $1,407,561 50.00% $3,675,969 50.00% $4,848,535 50.00% $1,115,267 50.00% $3,063,548 50.00% $4,084,172 50.00% $ 875,432 50.00% $2,517,402 50.00% $3,430,467 50.00% $ 660,751 50.00% $2,021,218 50.00% $2,856,134 50.00% $ 500,533 50.00% $1,550,831 50.00% $2,331,763 50.00% $ 374,963 50.00% $1,136,305 50.00% $1,813,842 50.00% $ 374,963 50.00% $ 811,419 50.00% $1,309,886 50.00% $811,419 50.00% $914,909 $ 914,909 50.00% 50.00% Taxing Jurisdiction Cole County - General Revenue Cole County - Road & Bridge Cole County Special Services (Developmental Di; Jefferson City/Cole County Library District Jefferson City Jefferson City Fire Pension Fund Jefferson City School District State of Missouri - Blind Pension Fund 2022 Tax Rate per $100 of AV 0.0665 0.2779 0.0927 0.2000 0.4600 0.0961 4.7593 0.0300 5.9825 2024 2025 $ 856 $ 2,451 3,576 10,242 1,193 3,417 2,573 7,371 5,919 16,954 1,237 3,542 61,239 175,406 386 1,106 $ 76,979 $ 220,488 2026 2027 $ 3,953 $ 3,302 16,521 13,801 5,511 4,604 11,890 9,932 27,346 22,844 5,713 4,772 282,934 236,348 1,783 1,490 $ 355,652 $ 297,093 2028 $ 2,747 11,481 3,830 8,263 19,005 3,970 196,630 1,239 $ 247,167 2029 $ 2,269 9,481 3,163 6,823 15,694 3,279 162,371 1,023 $ 204,102 2030 $ 1,841 7,695 2,567 5,538 12,738 2,661 131,787 831 $ 165,659 2031 $ 1,457 6,090 2,032 4,383 10,081 2,106 104,303 657 $ 131,110 2032 $ 1,106 4,620 1,541 3,325 7,648 1,598 79,126 499 $ 99,462 2033 2034 2035 $ 830 $ 574 $ 304 3,469 2,399 1,271 1,157 800 424 2,496 1,726 915 5,741 3,971 2,104 1,199 830 440 59,402 41,081 21,772 374 259 137 $ 74,670 $ 51,639 $ 27,367 City of Jefferson, Missouri (Scholastic Inc.) Cost -Benefit Analysis -5 - 1/11/2023 Gilmore & Bell, P.C. Draft vl — January 5, 2023 CITY OF JEFFERSON, MISSOURI, the City, AND BOKF, N.A., as Trustee TRUST INDENTURE Dated as of February 1, 2023 Relating to: $44,700,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 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. Date of Indenture 8 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 9 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 Series 2023 Bonds 12 Section 209. Authorization of Additional Bonds 14 Section 210. Mutilated, Lost, Stolen or Destroyed Bonds 16 Section 211. Cancellation and Destruction of Bonds Upon Payment 16 ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds 16 Section 302. Effect of Call for Redemption 17 Section 303. Notice of Redemption 17 ARTICLE IV FORM OF BONDS Section 401. Form Generally 17 ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 501. Creation of Funds 17 Section 502. Deposits into the Project Fund 18 Section 503. Disbursements from the Project Fund 18 Section 504. Completion of the Project 18 Section 505. Deposits into and Disbursements from the Costs of Issuance Fund 18 Section 506. Disposition Upon Acceleration 19 ARTICLE VI REVENUES AND FUNDS Section 601. Deposits Into the Bond Fund 19 Section 602. Application of Moneys in the Bond Fund 19 Section 603. Payments Due on Days Other Than Business Days 20 Section 604. Nonpresentment of Bonds 20 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701. Moneys to be Held in Trust 21 Section 702. Investment of Moneys in Project Fund and Bond Fund 21 Section 703. Record Keeping 21 ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Section 801. Payment of Principal and Interest 21 Section 802. Authority to Execute Indenture and Issue Bonds 22 Section 803. Performance of Covenants 22 Section 804. Instruments of Further Assurance 22 Section 805. Recordings and Filings 22 Section 806. Inspection of Project Books 22 Section 807. Enforcement of Rights Under the Lease 23 ARTICLE IX DEFAULT AND REMEDIES Section 901 Events of Default; Notice; Opportunity to Cure 23 Section 902. Acceleration of Maturity in Event of Default 23 Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession 24 Section 904. Appointment of Receivers in Event of Default 24 Section 905. Exercise of Remedies by the Trustee 24 Section 906. Limitation on Exercise of Remedies by Owners 25 Section 907. Right of Owners to Direct Proceedings 25 Section 908. Application of Moneys in Event of Default 26 Section 909. Remedies Cumulative 27 Section 910. Waivers of Events of Default 27 ARTICLE X THE TRUSTEE Section 1001. Acceptance of the Trusts 27 Section 1002. Fees, Charges and Expenses of the Trustee 29 Section 1003. Notice to Owners if Default Occurs 30 Section 1004. Intervention by the Trustee 30 Section 1005. Successor Trustee Upon Merger, Consolidation or Sale 30 Section 1006. Resignation of Trustee 30 Section 1007. Removal of Trustee 30 Section 1008. Appointment of Successor Trustee 31 Section 1009. Vesting of Trusts in Successor Trustee 31 Section 1010. Right of Trustee to Pay Taxes and Other Charges 31 Section 1011. Trust Estate May be Vested in Co -Trustee 31 Section 1012. Accounting 32 Section 1013. Performance of Duties Under the Lease 32 ARTICLE XI SUPPLEMENTAL INDENTURES Section 1101. Supplemental Indentures Not Requiring Consent of Owners 32 Section 1102. Supplemental Indentures Requiring Consent of Owners 33 Section 1103. Company's Consent to Supplemental Indentures 33 Section 1104. Opinion of Counsel 34 ARTICLE XII SUPPLEMENTAL LEASES Section 1201. Supplemental Leases Not Requiring Consent of Owners 34 Section 1202. Supplemental Leases Requiring Consent of Owners 34 Section 1203. Opinion of Counsel 34 ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE Section 1301. Satisfaction and Discharge of this Indenture 35 Section 1302. Bonds Deemed to be Paid 35 ARTICLE XIV MISCELLANEOUS PROVISIONS Section 1401. Consents and Other Instruments by Owners 36 Section 1402. Limitation of Rights Under this Indenture 36 Section 1403. Notices 36 Section 1404. Severability 37 Section 1405. Execution in Counterparts 37 Section 1406. Governing Law 37 Section 1407. Electronic Storage 38 Section 1408. Anti -Discrimination Against Israel Act 38 Signatures and Seal S-1 Exhibit A: Description of Project Site Exhibit B: Project Equipment Exhibit C: Form of Bonds Exhibit D: Form of Representation Letter TRUST INDENTURE THIS TRUST INDENTURE dated as of February 1, 2023, (the "Indenture") between the CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri (the "City"), and UMB BANK, N.A., 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 the City of Kansas City, 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, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in the Act) and 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 businesses for manufacturing, commercial, research and development, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable. 2. The City Council of the City adopted Resolution No. RS2022-32 on October 17, 2022, expressing the official intent of the City to issue industrial development revenue bonds under the Act to finance an economic development project (the "Project") for Scholastic Inc., a New York corporation (the "Company"), consisting of acquiring and installing new machinery, equipment and other personal property (the "Project Equipment" as more fully described on Exhibit B hereto) to be installed at the Company' s existing facility located at 6336 Algoa Road in the City (the "Project Site" as more fully described on Exhibit A hereto). 3. Following notice to the affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the City Council of the City adopted Ordinance No. [ 1 on February 6, 2023 (the "Ordinance"), (a) approving a plan for the Company' s Project (the "Plan") and (b) authorizing the issuance of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in the maximum aggregate principal amount of $44,700,000 (the "Series 2023 Bonds"), to pay costs of the Project. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) this Indenture for the purpose of issuing and securing the Bonds, (b) the Lease Agreement dated as of February 1, 2023 (the "Lease") with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) the Performance Agreement dated as of February 1, 2023 (the "Performance Agreement"), between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment' s exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. All things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, 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 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. 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 (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 (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 Equipment 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 Unassigned Rights, as defined herein), and all rents, revenues and receipts derived by the City from the Project Equipment including, without limitation, all rentals and other amounts to be received by the City and paid by the Company 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 hereof), 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 and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as -2- 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 capitalized words and terms defined in the Lease and the Performance Agreement, which definitions shall be deemed to be incorporated herein, and capitalized terms defined elsewhere in this Indenture, the following capitalized 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, as amended, and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended. "Additional Bonds" means any additional parity bonds issued pursuant to Section 209 of this Indenture. "Additional Rent" means the additional rental amounts described in Section 5.2 of the Lease. "Assessor" means the County Assessor of Cole County, Missouri. "Authorized City Representative" means the Mayor, City Administrator, Finance Director, City Clerk or such other Person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Company and the Trustee containing the specimen signature of such Person and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized City Representative. "Authorized Company Representative" means the Person at the time designated to act on behalf of the Company 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 Company by authorized officers. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized Company Representative. "Basic Rent" means the rental described in Section 5.1 of the Lease. "Bond" or "Bonds" means the Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), issued, authenticated and delivered under and pursuant to this Indenture, including a series of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in the maximum aggregate principal amount of $44,700,000 and, upon the issuance of any Additional Bonds pursuant to Section 209 of this Indenture, the term "Bonds" shall include such Additional Bonds. "Bond Counsel" means Gilmore & Bell, P.C., Kansas City, Missouri. "Bond Fund" means the "City of Jefferson, Missouri, Bond Fund -- Scholastic Inc." created in Section 501 of this Indenture. "Bond Purchase Agreement" means the agreement by that name with respect to the Bonds by and between the City and the Purchaser. -3- "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 charter city and a municipal corporation organized and existing under the laws of the State of Missouri, and its successors and assigns. "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 any Project Costs spent by the Company from its own funds before the Closing Date, including costs of issuance. "Company" means Scholastic Inc., a New York corporation, and its successors or assigns. "Completion Date" means the date of execution of the certificate required by Section 4.5 of the Lease and Section 504 hereof or December 31, 2025, whichever is earlier, except as otherwise provided in Section 4.5 of the Lease. "Costs of Issuance Fund" means the "City of Jefferson, Missouri, Costs of Issuance Fund -- Scholastic Inc." created in Section 501 of this Indenture. "Cumulative Outstanding Principal Amount" means the aggregate principal amount of all Bonds Outstanding under the provisions of this Indenture, not to exceed $44,700,000, and any Additional Bonds issued hereunder, as reflected in the records maintained by the Trustee as provided in the Bonds and this Indenture. "Equipment Financing" means any financings which the Company may undertake with an Equipment Lender with respect to the Project Equipment or any portion thereof. "Equipment Financing Documents" means all loan agreements, notes, security documents, UCC financing statements, acknowledgements, assignments and other documents securing, evidencing or otherwise pertaining to any Equipment Financing. "Equipment Lender" means all third parties entering into any Equipment Financing Documents or receiving delivery of or the benefit from any Equipment Financing Documents, including the Equipment Lender's designee, nominee, assignee, transferee, purchaser in foreclosure or receiver. "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. "Full Insurable Value" means the reasonable replacement cost of the Project Equipment less physical depreciation and exclusive of land, excavations, footings, foundation and parking lots as determined in accordance with Section 7.2(a) of the Lease. "Government Securities" means direct obligations of, or obligations the payment of principal of and interest on which are unconditionally guaranteed by, the United States of America. -4- "Indenture" means this Trust Indenture, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article XI hereof. "Investment Securities" means any of the following securities: (a) Government Securities; (b) 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; (c) direct and general obligations of any state of the United States of America, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, provided that at the time of their purchase under this Indenture such obligations are rated in either of the two highest rating categories by a nationally -recognized bond rating agency; (d) certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee or any of its affiliates), provided that such certificates of deposit shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clauses (a) through (c), inclusive, which shall have a market value at all times at least equal to the principal amount of such certificates of deposit and shall be deposited with the Trustee or a custodian bank, trust company or national banking association. The bank, trust company or national banking association holding each such certificate of deposit required to be so secured shall furnish the Trustee written evidence satisfactory to it that the aggregate market value of all such obligations securing each such certificate of deposit will at all times be an amount at least equal to the principal amount of each such certificate of deposit and the Trustee shall be entitled to rely on each such undertaking; (e) shares of a fund registered under the Investment Company Act of 1940, as amended, whose shares are registered under the Securities Act of 1933, as amended, having assets of at least $100,000,000, and which shares, at the time of purchase, are rated by S&P Global Ratings and Moody' s in one of the two highest rating categories (without regard to any refinements or gradation of rating category by numerical modifier or otherwise) assigned by such rating agencies for obligations of that nature; or (f) any other investment approved in writing by the Authorized City Representative and Owners of all of the Outstanding Bonds. "Lease" means the Lease Agreement dated as of February 1, 2023, between the City, as lessor, and the Company, as lessee, as from time to time amended and supplemented by Supplemental Leases in accordance with the provisions thereof and of Article XII of this Indenture. "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 Security Agreement" means any leasehold security agreement, leasehold deed of trust, assignment of rents and leases, security agreement or other agreement relating to the Project Equipment permitted pursuant to the provisions of Section 10.4 of the Lease. -5- "Net Proceeds" means, when used with respect to any insurance or condemnation award with respect to the Project Equipment, the gross proceeds from the insurance or condemnation award remaining after payment of all expenses (including attorneys' fees, Trustee's fees and any extraordinary expenses of the City and the Trustee) incurred in the collection of such gross proceeds. "Outstanding" when used with reference to Bonds, means, as of a particular date, all Bonds theretofore authenticated and delivered, except: (a) Bonds previously cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds deemed to be paid in accordance with the provisions of Section 1302 hereof; and (c) Bonds in exchange for, or in lieu of other Bonds, which other Bonds have been authenticated and delivered pursuant to this Indenture. "Owner" or "Bondowner" means the registered owner of any Bond as recorded on the bond registration records maintained by the Trustee. "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 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. "Performance Agreement" means the Performance Agreement dated as of February 1, 2023, between the City and the Company, and acknowledged by the Assessor, as amended and supplemented from time to time. "Permitted Encumbrances" means, as of any particular time, as the same may encumber the Project Equipment (a) liens for ad valorem taxes, special assessments and other governmental charges not then delinquent, (b) this Indenture, the Lease and the Performance Agreement, (c) liens or security interests affecting an interest in the Project Equipment existing prior to the date of conveyance of the Project Equipment to the City, (d) liens and security interests granted pursuant to any Leasehold Security Agreement or any Equipment Financing Documents, and (e) any other lien, encumbrance, lease, easements, restrictions or covenants consented to in writing by the Company and the Owners of 100% of the principal amount of the Bonds. Nothing in this definition shall authorize or permit any party other than the Company to create or consent to the creation of any Permitted Encumbrance. "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. -6- "Principal Amount Advanced" means the amount set forth in each requisition certificate in accordance with Section 4.4 of the Lease, as reflected in the records maintained by the Trustee as provided in the Bonds and this Indenture. "Project" means the acquisition and installation of the Project Equipment on the Project Site as further described in Exhibit B attached hereto. "Project Costs" means all costs of acquiring and installing the Project Equipment including the following: (a) all costs and expenses necessary or incident to the acquisition of any portion of the Project Equipment, which the Company conveys to the City; (b) fees and expenses of consultants for any preliminary investigations and items necessary to the determination of the necessary equipment replacements and upgrades, preparation of specifications for the Project Equipment and supervision of the installation of the Project Equipment, as well as for the performance of all other duties of professionals and consultants in relation to the purchase and installation of the Project Equipment or the issuance of the Bonds; (c) all costs and expenses of every nature incurred in purchasing and installing the Project Equipment, including the actual cost of labor and materials, machinery, furnishings and equipment as payable to contractors and materialmen in connection with the acquisition and installation of the Project Equipment, but excluding any real property improvements; (d) interest accruing on the Bonds until the Completion Date; (e) reasonable expenses of administration, supervision and inspection properly chargeable to the Project Equipment, legal fees and expenses, fees and expenses of Bond Counsel, 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 acquisition and installation of the Project Equipment; (f) 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 acquisition and installation of the Project Equipment; and (3) the financing thereof; and (g) reimbursement to the Company 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. "Project Equipment" means all items of machinery, equipment and other personal property acquired and installed on the Project Site pursuant to Article IV of the Lease and paid for, or reimbursed, in whole or in part from the proceeds of Bonds, as described in Exhibit B attached hereto and by this reference made a part hereof, and all replacements thereof and substitutions therefor which, pursuant to Section 8.2 of the Lease, constitute part of the Project Equipment. "Project Fund" means the "City of Jefferson, Missouri, Project Fund — Scholastic Inc." created in Section 501 of this Indenture. -7- "Project Site" means the real estate upon which the Company's existing facility is located in the City (at 6336 Algoa Road), which is where the Project Equipment will be situated, as further described in Exhibit A attached hereto. "Purchaser" means the entity identified in the Bond Purchase Agreement as the purchaser of the Bonds, and its successors or assigns. "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 hereof. "Supplemental Lease" means any supplement or amendment to the Lease entered into pursuant to Article XII hereof. "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means BOKF, N.A., St. Louis, Missouri, a national banking association organized and existing 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) Unless the context shall otherwise indicate, the words importing the singular number shall include the plural and vice versa, and words importing Persons shall include firms, associations and corporations, including public bodies, as well as natural Persons. (b) 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. (c) All references in this instrument to designated "Articles," "Sections" and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this instrument as originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision. (d) 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. (e) The Table of Contents and the Article and Section headings of this Indenture shall not be treated as a part of this Indenture or as affecting the true meaning of the provisions hereof. Section 103. Date of Indenture. The dating of this Indenture as of February 1, 2023, is intended as and for the convenient identification of this Indenture only and is not intended to indicate that this Indenture -8- was executed and delivered on said date, this Indenture being executed and delivered and becoming effective simultaneously with the initial issuance of the Bonds. 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 "City of Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023," with such other appropriate particular designation added to or incorporated in such title for the Bonds of any particular series of Additional Bonds as the City may determine. The maximum total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $44,700,000 in one or more series of Bonds (except that such maximum total principal amount may be increased in connection with the issuance of Additional Bonds hereunder). 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 Equipment 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 political subdivision thereof, and neither the City, the State nor any political subdivision thereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, charter or statutory 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 C hereto, in the denomination of $0.01 or any multiple thereof. (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. The Bonds of each series will be numbered from 1 upward. 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. -9- (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 on the Bonds shall be noted on the Bonds on Schedule I thereto and the registration books maintained by the Trustee pursuant to Section 206 hereof. 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) In accordance with Section 5.1 of the Lease, provided that the Company, or any other affiliate of the Company, is the sole Owner of the Bonds, and the Company is lessee under the Lease, the Company, as lessee under the Lease, shall set-off the then -current Basic Rent payment against the City's obligation to the Company as Bondowner under this 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 Company to the contrary as evidence that such set-off has occurred. At its option, on the final Payment Date, the Company may deliver to the Trustee for cancellation Bonds not previously paid and the Company, as lessee under the Lease, shall receive a credit against the Basic Rent payable by the Company under Section 5.1 of the Lease in an amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon. Notwithstanding anything contained in this Indenture, the Lease, the Bond Purchase Agreement or the Performance Agreement to the contrary, if the Company, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of principal and interest on the Bonds may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to the Trustee for payment to such Owner. (d) 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 Company (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. (e) If there is one Owner of the Bonds, the Trustee is authorized to make the final or any interim payments 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 continental 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 continental United States. 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 and attested by the manual or facsimile signature of the City Clerk, and shall have the corporate seal of the City affixed thereto or imprinted thereon. If any officer whose signature or facsimile thereof appears on the Bonds ceases to be such officer before the delivery of such Bond, 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 C hereof, which shall be manually executed by the Trustee. No Bond shall be -10- 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 for the transfer of Bonds as provided in this Indenture. (b) The Bonds may be transferred 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 D hereto. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond 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 Bond, 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 cancelled 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 such new Bond 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. (e) Notwithstanding any provision to the contrary contained herein or in the Lease, the Bonds shall at no time be owned or held by a Person other than the Company, or an affiliate entity of the Company, during the Lease Term; provided, however, if the Lease is assigned in whole pursuant to Section 13.1 thereof and the assignee entity expressly assumes all rights, duties and obligations of the Company under the Lease and the Performance Agreement, then a new Bond may be issued by the Trustee in the name of such assignee, and in substitution for the Bond issued in the name of the Company on the issue date of the Bonds, and this subsection (e) shall be of no further force and effect. 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 hereof shall be deemed 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 -11- 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 Series 2023 Bonds. (a) The Series 2023 Bonds are authorized for the purpose of providing funds to pay all or a portion of the Project Costs, which includes costs of issuing the Bonds. The Series 2023 Bonds shall be dated as provided in Section 203(b) hereof, shall become due on December 1, 2035 (subject to prior redemption as provided in Article III hereof) and shall bear interest as specified in Section 208(1) hereof, payable on the dates specified in Section 208(f) hereof. (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 C hereto and delivered to the Trustee for authentication. Prior to or simultaneously with the authentication and delivery of the Series 2023 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 Series 2023 Bonds and the execution of this Indenture and the Lease; (2) Executed counterparts of this Indenture, the Lease, the Performance Agreement and the Bond Purchase Agreement; (3) A representation letter from the Purchaser in substantially the form attached as Exhibit D hereto; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Series 2023 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 names of the purchaser and the amount of such purchase price; (5) An opinion of counsel nationally recognized on the subject of municipal bonds to the effect that the Series 2023 Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts, opinions and documents as the Trustee shall reasonably require for the delivery of the Series 2023 Bonds. (d) When the documents specified in subsection (c) of this Section have been filed with the Trustee, and when the Series 2023 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 Series 2023 Bonds in an amount equal to the Closing Price and then pursuant to Section 204(d) hereof either hold the Series 2023 Bonds in trust or if so directed in writing deliver the Series 2023 Bonds to or upon the order of the Purchaser; or -12- (2) The Company 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 the Series 2023 Bonds in an amount equal to the Closing Price and then pursuant to Section 204(d) hereof either hold the Series 2023 Bonds in trust for the Owners or if so directed in writing deliver the Series 2023 Bonds to the Owners (or another purchaser or assignee designated by the Owners). 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 or up to the Closing Price. (e) Following the initial issuance and delivery of the Series 2023 Bonds, the Company may submit additional requisition certificates in accordance with Section 4.4 of the Lease, and 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 Series 2023 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 for the Project Equipment and shall notify the City if the requisitions submitted exceed the maximum principal amount of the Bonds. Notwithstanding the foregoing, the Company shall be permitted to advance funds for eligible Project Costs. In such event, 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 such eligible Project Costs; provided that the Company shall submit to the Trustee a requisition certificate detailing the advance of funds for eligible Project Costs in accordance with Section 4.4 of the Lease. (f) The Series 2023 Bonds shall bear interest at the rate of 5.00% 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, 2023, and continuing thereafter until the Cumulative Outstanding Principal Amount is paid in full; provided that the aggregate maximum principal amount shall not exceed $44,700,000 (except as such amount may be increased in connection with the issuance of Additional Bonds) and further provided that the Bonds shall be paid in full no later than December 1, 2035. Interest shall be calculated on the basis of a year of 360 days consisting of twelve 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 in Schedule I to the Bonds. To the extent that advances are deemed to have been made pursuant to a requisition submitted by the Company to the Trustee, the Trustee' s records and Schedule I to the Bonds, if the Trustee is holding the Bonds, 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 C hereto. To the extent the Company sets -off its obligation to the City as lessee under the Lease against the City' s obligations to the Company as permitted by Section 204(c) the Trustee shall not be required to confirm that such set-off has occurred. 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 Company on a monthly basis. After the Completion Date has been established as evidenced by a certificate signed by an Authorized Company Representative submitted to -13- the City and the Trustee as provided in Section 4.5 of the Lease and Section 504 hereof, the Trustee, to the extent it has not already done so pursuant to this Section or Section 1012 hereof, shall file a final statement of receipts and disbursements with respect thereto with the City and the Company. Section 209. Authorization of Additional Bonds. (a) Additional Bonds may be issued under and equally and ratably secured by this Indenture on a parity (except as otherwise provided in this Section) with the Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in this Section for any of the following purposes: (1) to provide funds to pay the costs of completing the Project, the total of such costs to be evidenced by a certificate signed by an Authorized Company Representative, (2) to provide funds to pay all or any part of the costs of repairing, replacing or restoring the Project Equipment in the event of damage, destruction or condemnation thereto or thereof, (3) to provide funds to pay all or any part of the costs of the acquisition or installation of such additions to the Project Equipment as the Company may deem necessary or desirable and as will not impair the nature of the Project as a "project" within the meaning and purposes of the Act, and (4) to provide funds for refunding all or any part of the Bonds of any series then Outstanding, including the payment of any premium thereon and interest to accrue to the designated redemption date and any expenses in connection with such refunding. (b) Before any Additional Bonds are issued under the provisions of this Section, the City shall pass an ordinance (1) authorizing the issuance of such Additional Bonds, fixing the principal amount thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (2) authorizing the City to enter into a Supplemental Indenture for the purpose of issuing such Additional Bonds and establishing the terms and provisions of such series of Bonds and the form of the bonds of such series, (3) authorizing the City to enter into a Supplemental Lease Agreement with the Company to provide for lease payments at least sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds and Additional Bonds then to be Outstanding (including the Additional Bonds to be issued) as the same become due, and to extend the term of the Lease if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Lease, (4) authorizing the City to enter into a supplemental performance agreement with the Company to provide for payments in lieu of taxes with respect to the property being financed by the Additional Bonds, and (5) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the City, are not prejudicial to the City or the owners of the Bonds previously issued. (c) Such Additional Bonds shall have the same general title as the Bonds, except for an identifying series letter or date, shall be dated, shall mature on such dates, shall be in such denominations, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of Article III of this Indenture), all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturities, denominations, the rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Bonds and any other Additional Bonds. (d) Such Additional Bonds shall be executed in the manner set forth in Section 205 hereof and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Additional Bonds by the Trustee, and as a condition precedent thereto, 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 such Additional Bonds and the execution of the Supplemental Indenture, -14- Supplemental Lease, a supplement to the Performance Agreement and supplements to any other documents as may be necessary; (2) Original executed counterparts of the Supplemental Indenture, the Supplemental Lease Agreement and a supplement to the Performance Agreement; (3) A representation letter from the Purchaser in substantially the form attached as Exhibit D hereto; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Additional Bonds and deliver the same to the Purchaser upon payment, for the account of the City, of the purchase price thereof specified in the bond purchase agreement executed in connection with the purchase of the Additional Bonds. The Trustee shall be entitled to conclusively rely upon such request and authorization as to names of the purchaser and the amount of such purchase price; (5) An opinion of counsel nationally recognized on the subject of municipal bonds to the effect that the Additional Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts, opinions and documents as the Trustee shall reasonably require for the delivery of the Additional Bonds. When the documents specified in this subsection (d) have been filed with the Trustee, and when the Additional Bonds have been executed and authenticated as required by this Indenture, either: (1) The Purchaser shall pay the purchase price to the Trustee, and the Trustee shall endorse the Additional Bonds in an amount equal to the purchase price and then either hold the Additional Bonds in trust or if so directed in writing deliver the Additional Bonds to or upon the order of the Purchaser; or (2) The Company shall submit a requisition certificate in accordance with Section 4.4 of the Lease, in an amount equal to the purchase price of the Additional Bonds, and the Trustee shall authenticate and endorse the Additional Bonds in an amount equal to the purchase price and pursuant to Section 204(d) hereof either hold the Additional Bonds in trust for the Purchaser or if so directed in writing deliver the Bonds to the Purchaser (or another purchaser or assignee designated by the Purchaser). In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be deemed to have deposited an amount equal or up to the purchase price of any Additional Bonds. (e) When the documents specified above have been filed with the Trustee, and when such Additional Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the Purchaser thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds (except Additional Bonds issued to refund Outstanding Bonds), including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in Article V hereof and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. The proceeds of all Additional Bonds issued to refund Outstanding Bonds (excluding accrued interest and premium, if any, which shall be deposited in a separate account in the Debt Service Fund) shall be deposited by the Trustee, after payment or making provision for payment of all expenses incident to -15- such financing, to the credit of a special trust fund, appropriately designated, to be held in trust for the sole and exclusive purpose of paying the principal of, premium, if any, and interest on the Bonds to be refunded, as provided herein and in the Supplemental Indenture authorizing the issuance of such refunding Bonds. Section 210. 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 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 211. Cancellation and Destruction of Bonds Upon Payment. (a) All Bonds which have been paid or redeemed or which the Trustee has purchased or which have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity shall be cancelled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the surrender thereof to the Trustee. (b) All Bonds cancelled 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 Company. 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 Company, on behalf of the City, and upon written instructions from the Company, (1) in whole, if the Company, in accordance with the terms of the Lease, exercises its option to purchase the Project Equipment and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Company prepays additional Basic Rent pursuant to the Lease. If only a portion of the Bonds are to be redeemed, 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. Any redemption and payment of the Bonds shall account for any permitted set-off as set forth in Section 5.1 of the Lease. (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 Sections 9.1(a) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project Equipment. 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 -16- 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 Company may deliver to the Trustee for cancellation any Bonds owned by the Company and not previously paid, and the Company shall receive a credit against the amounts payable by the Company 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 Ca11 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 Company' s direction, deliver to the Company 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) hereof, the Company 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 the Purchaser is the Owner) prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owners at least 30 days (five days if the Purchaser is the Owner) prior to the scheduled redemption date by facsimile or 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 C. 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 separate special trust funds in the name of the City: (a) "City of Jefferson, Missouri, Bond Fund - Scholastic Inc., Series 2023" (herein called the "Bond Fund"); -17- (b) "City of Jefferson, Missouri, Project Fund - Scholastic Inc." (herein called the "Project Fund"); and (c) "City of Jefferson, Missouri, Costs of Issuance Fund - Scholastic Inc." (herein called the "Costs of Issuance Fund"). Upon the issuance of a series of Additional Bonds, if any, the Trustee shall create separate special trust funds similar to those set forth above for said series of Additional Bonds. 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) and (e) or Section 209(d) hereof), 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 hereof, 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 and installing the Project Equipment 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 or shall be deemed to be disbursed by the Trustee for the payment of, or reimbursement to the Company (or any other party that has made payment on behalf of the Company) for payment of, Project Costs upon receipt of requisition certificates signed by the Company 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) or (e) or Section 209(d) hereof, the Trustee is deemed to have deposited into the Project Fund the amount specified in the requisition certificates submitted by the Company to the Trustee 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 Company (or such other purchaser designated by the Company) in satisfaction of the requisition certificate. If the Trustee is holding the Bonds, such deemed disbursement will be deemed to have been made on the date the Trustee endorses the Bond with respect to such additional amount. (c) In paying any requisition under this Section, the Trustee may rely as to the completeness and accuracy of all statements in such requisition certificate if such requisition certificate is signed by the Authorized Company 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 Project and payment of all costs and expenses incident to the acquisition and installation of the Project Equipment 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 and deposited in the Bond Fund and applied as provided in Section 4.6 of the Lease. Section 505. Deposits into and Disbursements from the Costs of Issuance Fund. . Money deposited by the Company in the Costs of Issuance Fund shall be used solely to pay costs of issuing the Bonds or refunded to the Company as hereinafter provided. The Trustee shall without further authorization -18- disburse from the Costs of Issuance Fund, to the extent available, money sufficient to pay either (a) the amounts designated as costs of issuance in a requisition certificate submitted by the Company to the Trustee in accordance with Article IV of the Lease on or prior to the Closing Date, which will include the appropriate invoices corresponding to each such cost of issuance as attachments or (b) the amounts designated as costs of issuance in a closing memorandum provided to the Trustee on or before the Closing Date, which will include appropriate invoices corresponding to each such cost of issuance as attachments. The Trustee may rely conclusively on the amounts due as shown in either the requisition certificate or the closing memorandum and will not be required to make any independent inspection or investigation in connection therewith. Any of such money not used to pay costs of issuance by March 31, 2023 shall be refunded to the Company. Section 506. Disposition Upon Acceleration. If the principal of the Bonds has become due and payable pursuant to Section 902 hereof, upon the date of payment by the Trustee of any moneys due as hereinafter provided in Article IX hereof, 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 Company of such action. 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 Company to the City specified in Section 5.1 of the Lease; (3) any Additional Rent payable by the Company 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 hereof upon completion of the Project or pursuant to Section 506 hereof upon acceleration of the Bonds; (5) the balance of any Net Proceeds (as defined in the Lease) 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(a) and (d) and 9.2(c) of the Lease; (7) all interest and other income derived from investments of Bond Fund moneys as provided in Section 702 hereof; 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) Unless the Company is exercising its right of offset pursuant to Section 5.1 of the Lease, the Trustee shall notify the Company in writing, at least 15 days prior to each date on which a payment is due under Section 5.1 of the Lease, of the amount that is payable by the Company 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(a) of the Lease, moneys in the Bond Fund shall be expended solely for the payment of the principal of and the interest on the Bonds as the same mature and become due or upon the redemption thereof prior to 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 (1) without further authorization from the City for payment of the Trustee' s and Paying Agent' s fees and (2) disbursed for such other items of Additional Rent as they are received or due in accordance with the written direction of the City. -19- (b) The City hereby authorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund to pay the principal of and the interest on the Bonds as the same become 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 prior to such redemption, the City covenants and agrees, upon request of the Company, 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 Company. 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 hereof so long as the Company 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 Trustee, the City and any Paying Agent and any other amounts required to be paid under this Indenture, the Lease and the Performance Agreement, all amounts remaining in the Bond Fund shall be paid to the Company upon the expiration or sooner termination of the Lease. (e) Notwithstanding anything contained herein or in the Lease to the contrary, if the Purchaser, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of principal and interest on the Bonds may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to such Owner. 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 fund or funds, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such fund or 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 Company 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 Company, and the Owner thereof shall be entitled to look only to the Company for payment, and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. -20- 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 Company, signed by the Authorized Company Representative, be separately invested and reinvested by the Trustee in Investment Securities which mature or are subject to redemption by the Owner prior to the date such funds will be needed. If the Company fails to provide written directions concerning 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 prior to 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 investments; provided that any such fees shall not exceed the 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) hereof 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 hereof for at least six years after the payment of all of the Outstanding Bonds. 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 Equipment 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 the 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 Equipment -21- in any business -like manner other than as lessor or to use any funds or revenues from any source other than rents, funds and revenues derived from the Project Equipment. 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; 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 described to the payment of the principal of and interest, if any, on the Bonds, upon being first indemnified by the Company 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 Equipment 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 cause to be kept and filed all financing statements, and hereby directs and authorizes the Trustee to file or cause to be kept and filed continuation statements with respect to such originally filed financing statements related to this Indenture 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, as may be applicable, in such manner and in such places as may be required by law in order to fully preserve and protect the security of 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 with the appropriate filing office of the State, in such manner as may be required by the Uniform Commercial Code of the State; provided that a copy of the filed initial financing statement is timely delivered to the Trustee. In addition, unless the Trustee shall have been notified in writing by the City that any such initial financing statement or description of collateral included therein was or has become defective, the Trustee shall be fully protected in (a) relying on such initial financing statement filing and descriptions therein 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 of the State as the initial financing statement filings were made. The Company shall be responsible for the reasonable fees and costs, including fees and costs of counsel or other experts, incurred by the Trustee in the preparation and filing of all continuation statements hereunder. Section 806. Inspection of Project Books. The City covenants and agrees that all books and documents in its possession relating to the Project Equipment and the rents, revenues and receipts derived from the Project Equipment shall at all times be open to inspection by such accountants or other agencies as the Trustee may from time to time designate. -22- Section 807. Enforcement of Rights Under the Lease. The City covenants and agrees that it will enforce all of its rights and all of the obligations of the Company (at the expense of the Company) under the Lease to the extent necessary to preserve the Project Equipment in good repair and reasonably safe operating condition, and to protect the rights of the Trustee and the Owners hereunder with respect to the pledge and assignment of the rents, revenues and receipts coming due under the Lease; provided that, the City and the Trustee, as its assignee, shall refrain from enforcing any such right or obligation (except for the rights of the City or the Trustee to receive payments owing to either of them for their own account under the Indenture, the Lease, the Performance Agreement or any other agreement related to the Bonds or for their rights of indemnification or to be protected from liabilities by insurance policies required by the Lease) if so directed in writing by the Owners of 100% of the Outstanding Bonds. The City agrees that the Trustee, as assignee of the rentals and other amounts to be received by the City and paid by the Company under the Lease, or in its name or in the name of the City, may enforce all rights of the City to receive such rentals and other amounts and all obligations of the Company to pay such rentals and other amounts under and pursuant to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder. So long as not otherwise provided in this Indenture, the Company shall be permitted to possess, use and enjoy the Project Equipment and appurtenances so as to carry out its obligations under the Lease. ARTICLE IX DEFAULT AND REMEDIES Section 901. Events of Default; Notice; Opportunity to Cure. (a) If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default": (1) Default in the due and punctual payment of the principal on any Bond, whether at the stated maturity or accelerated maturity thereof, or at any date fixed for redemption thereof; (2) 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; or (3) Default as specified in Section 12.1 of the Lease shall have occurred. (b) No default specified in subsection (a) above shall constitute an Event of Default until actual notice of such default by registered or certified mail has been given by the City, the Company, the Trustee or by the Owners of 25% in aggregate principal amount of all Bonds Outstanding to the Company or the City (as the case may be), and the Company or the City (as the case may be) has had 30 days after receipt of such notice to correct said default or cause said default to be corrected and has 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 Company or the City (as the case may be) within such period and diligently pursued until the default is corrected. 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 -23- delivered to the City and the Company, 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 Basic Rent as provided in Section 12.2 of the Lease. (c) In case of any rescission, then and in every such case the City, the Trustee, the Company and the Owners shall be restored to their former position 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 hereof 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 Equipment 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 any 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 and other charges prior to the lien of this Indenture, (d) all expenses of such repairs and improvements, and (e) any amounts payable under the Performance Agreement. The Trustee shall apply the remainder of the moneys so received in accordance with the provisions of Section 908 hereof. 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 Company 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 hereof 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 -24- compel the performance of the duties and obligations of the City or the Company 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(b), (c), (d), (e) or (f) of the Lease), or (2) the Owners of 25% in aggregate principal amount of Bonds then Outstanding and indemnified as provided in subsection (1) of Section 1001 hereof, 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 hereof, 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) hereof 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(1) hereof, 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 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 provided, and that all proceedings at law or 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 shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to 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(1) hereof. -25- (b) Notwithstanding any provision in this Indenture to the contrary, including subsection (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(b), (c), (d) or (e) 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 first be applied 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 hereof, and second be applied to the obligations outstanding under the Lease and the Performance Agreement. Any remaining money shall be deposited in the Bond Fund and all moneys so deposited in the Bond Fund shall be applied as follows: (1) Unless the principal of all the Bonds shall have become or shall have 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 thereof of the unpaid principal of any of the Bonds which shall 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 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 shall have become due or shall have 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 Person entitled thereto, without any discrimination or privilege. (3) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 910, then, subject to the provisions of subsection (a)(2) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (a)(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 dates shall cease to accrue. -26- (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 Performance Agreement), any balance remaining in the Bond Fund shall be paid to the Company as provided in Section 602 hereof. 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 Company, 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, and 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(b), (c), (d), (e) or (f) of the Lease, 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 prior to 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 attorneys' fees and expenses), in connection with such default, shall 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 shall have been discontinued or abandoned or determined adversely, then and in every such case the City, the Company, 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, prior to 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 -27- is continuing, subject to Section 1001(1) 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 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 Company, 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 and shall be reimbursed for such payments by the Company. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction 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 Section 805 hereof and 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 continuation of Uniform Commercial Code financing statements required to be filed by the Trustee pursuant to Section 805 hereof), or for insuring the Project Equipment 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 hereof. (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 Trustee. The Trustee shall not be accountable for the use or application by the City or the Company of the proceeds of any of the Bonds or of any money paid to or upon the order of the City or Company 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 making 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 prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the Authorized City Representative or an Authorized Company Representative as sufficient evidence of the facts therein contained, and prior to 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 -28- 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 hereof, 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 Company' s reasonable and standard security procedures, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect any and all of the Project Equipment, and all books, papers and records of the Company pertaining to the Project Equipment 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 Company as confidential. (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 Equipment. (k) The Trustee shall have the right, 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. (1) Notwithstanding anything in the 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 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. 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 -29- 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 occasioned by the neglect 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 Company 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 Company 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 prior to payment on account of principal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for the foregoing reasonable advances, fees, costs and expenses incurred. Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee is by Section 1001(h) hereof 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 hereof to be kept at the designated 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(1) hereof, 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 Company, 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 Company 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 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 may, at the Company' s expense, 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 Company 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 shall have occurred and be continuing, delivered to the Trustee, the City and the Owners and signed by the Company. -30- 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 Company (so long as no Event of Default has occurred and is continuing), or (b) reasonably acceptable to the City and the Company 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 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 standing and qualified to accept such trust 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 Company' s expense, or any Owner may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a successor shall have 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 Company 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 Equipment 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 secured by this Indenture, and the same shall be given a preference in 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 Equipment, if not otherwise caused to be paid; but the Trustee shall be under no obligation to make any such payment unless it shall have been requested to do so by the Owners of at least 25% of the aggregate principal amount of Bonds then Outstanding and shall have 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 -31- 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 may not 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 Company), 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 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 Company and to any Owner requesting the same in writing and, upon the written request of the City, the Company or the Owner, 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 assigned to it under the Lease. 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 may rely upon an opinion of counsel in exercising such judgement); -32- (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 either of them; (c) To more precisely identify any portion of the Project Equipment or to add additional property thereto; (d) To conform the Indenture to amendments to the Lease made by the City and the Company; (e) To subject to this Indenture additional revenues, properties or collateral; or (f) To issue Additional Bonds as provided in Section 209 hereof. Section 1102. Supplemental Indentures Requiring Consent of Owners. (a) Exclusive of Supplemental Indentures covered by Section 1101 hereof and subject to the terms and provisions contained in this Indenture, and not otherwise, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by 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 hereof. 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 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. Company's Consent to Supplemental Indentures. Anything herein to the contrary notwithstanding, a Supplemental Indenture that affects any rights of the Company under this Article shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such Supplemental Indenture. The Trustee shall cause notice of the proposed execution and delivery of any Supplemental Indenture (regardless of whether it affects the Company' s rights) together with a copy of the proposed Supplemental Indenture to be mailed to the Company at least 15 days prior to the proposed date of execution and delivery of the Supplemental Indenture. -33- 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 Company 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 Equipment or add additional property thereto, (d) in connection with the issuance of Additional Bonds under Section 209 hereof, or (e) 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 may rely upon an opinion of counsel in exercising such judgement). Section 1202. Supplemental Leases Requiring Consent of Owners. Except for Supplemental Leases as provided for in Section 1201 hereof, neither the City nor the Trustee shall consent to the execution of any Supplemental Lease or Supplemental Leases by the City or the Company 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 hereof. If at any time the City and the Company 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 hereof 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 such 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 thereof. -34- 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 hereof, and provision also made for paying all other sums payable hereunder and under the Lease and the Performance 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 Company 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 Company under Section 602 hereof 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 hereof 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 (i) moneys sufficient to make such payment or (ii) Government Securities maturing as to principal and interest in such amount and at such times as will insure the availability of sufficient moneys to make such payment, or (3) have been provided for by surrendering the Bonds to the Trustee for cancellation. At such time as 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 immediately 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 shall have been given in accordance with Article III of this Indenture or irrevocable instructions shall 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 -35- 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. 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: (a) 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. (b) 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 hereof. 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 and the Owners, as herein provided. Section 1403. 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 Company or Owners if the same is duly mailed, postage prepaid, sent by overnight delivery or other delivery service or sent by facsimile: (a) To the City: City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator Fax: (573) 634-6457 -36- with a copy to: City Counselor City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Fax: (573) 634-6457 (b) To the Trustee: BOKF, N.A. 2405 Grand Boulevard, Suite 840 Kansas City, Missouri 64108 Attention: Corporate Trust Department Fax: (816) 932-7315 (c) To the Company: Scholastic Inc. 557 Broadway New York, New York 10012 Attention: Jonathan Feldberg (d) 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 hereof 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. All notices given by overnight delivery or other delivery service shall be deemed fully given as of the date when received. All notices given by facsimile 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 Company. The City, the Company 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 1404. Severability. If any provision of this Indenture shall be 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 1405. 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 1406. Governing Law. This Indenture shall be governed exclusively by and construed in accordance with the applicable laws of the State. -37- Section 1407. 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 1408. 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 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 the City Clerk, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Indenture to be signed in its name and behalf by its duly authorized officer, all as of the date first above written. CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Trust Indenture City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-1 BOKF, N.A., as Trustee By: Name: Title: [SEAL] ATTEST: By: Name: Title: Trust Indenture City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-2 EXHIBIT A DESCRIPTION OF PROJECT SITE The Project Site consists of the real property site upon which the Company's existing facility is located (with a street address of 6336 Algoa Road, Jefferson City, Missouri 65101) where the Project Equipment will be situated and installed. A-1 EXHIBIT B PROJECT EQUIPMENT All items of machinery, equipment and other personal property acquired pursuant to Article IV of the Lease to be installed and used on the Project Site by the Company and paid for, or reimbursed, with Bond proceeds and all additions, replacements, alterations, substitutions thereto now or hereafter effected and specifically designated by the Company. A replacement item may be included by the Company as a part of the Project Equipment under the conditions set forth in the Lease. B-1 EXHIBIT C 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 UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND (SCHOLASTIC INC. PROJECT) SERIES 2023 Interest Rate Not to Exceed $44,700,000 Maturity Date Dated Date 5.00% December 1, 2035 February 13, 2023 OWNER: SCHOLASTIC INC. MAXIMUM PRINCIPAL AMOUNT: FORTY FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS THE CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri (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 continental United States. Interest on the Cumulative Outstanding Principal Amount (as hereinafter defined) at the per annum Interest Rate stated above, is payable in arrears on each December 1, commencing on December 1, 2023, 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. C-1 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. THIS BOND is one of a duly authorized series of Bonds of the City designated "City of Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023," in the maximum aggregate principal amount of $44,700,000 (the "Bonds"), to be issued for the purpose of acquiring and installing new machinery, equipment and other personal property (the "Project Equipment") at the existing facility of Scholastic Inc., a corporation organized and existing under the laws of the State of New York and authorized to do business in the State of Missouri (the "Company"), located on certain real property in the City (the "Project Site"). The City will lease the Project Equipment to the Company under the terms of a Lease Agreement dated as of February 1, 2023 (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, as lessor, and the Company, as lessee, all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and statutes of the State of Missouri, including particularly the Act, the charter of the City and pursuant to proceedings duly had by the Council of the City. THE BONDS are issued under and are equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of February 1, 2023 (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 BOKF, N.A., Kansas City, Missouri, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Subject to the terms and conditions set forth therein, the Indenture permits the City to issue Additional Bonds (as defined in the Indenture) secured by the Indenture on a parity with the Bonds. 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 Company, on behalf of the City, and upon written instructions from the Company, (1) in whole, if the Company exercises its option to purchase the Project Equipment and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Company prepays additional Basic Rent pursuant to the Lease. 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 Sections 9.1(a) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project Equipment. 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, money in an amount equal to the redemption price shall have been deposited in the Bond Fund. C-2 If the Bonds are to be called for optional redemption, the Company 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) prior to 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 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 Equipment and the Lease and not from any other fund or source of the City, and is secured by a pledge and assignment of the Project Equipment 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, charter or statutory 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 Company 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, Bond Fund — Scholastic Inc." 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 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 $44,700,000. 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 shall have been executed by the Trustee. 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. C-3 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 By: Mayor ATTEST: (Seal) City Clerk C-4 CERTIFICATE OF AUTHENTICATION This Bond is the Taxable Industrial Development Revenue Bond (Scholastic Inc. Project), Series 2023, described in the Indenture. The effective date of registration of this Bond is set forth below. BOKF, N.A., as Trustee By: Date Authorized Signatory C-5 SCHEDULE I TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND (SCHOLASTIC INC. PROJECT) SERIES 2023 Bond No. 1 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By C-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 of the Registered Owner as it appears upon the face of the within Bond in every particular. Medallion Signature Guarantee: C-7 EXHIBIT D FORM OF REPRESENTATION LETTER City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator BOKF, N.A. 2405 Grand Boulevard, Suite 840 Kansas City, Missouri 64108 Attention: Corporate Trust Department Re: $44,700,000 Maximum Principal Amount of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, of the City of Jefferson, Missouri Ladies and Gentlemen: In connection with the purchase of the above -referenced bonds (the "Bonds"), Scholastic Inc., a New York corporation, as purchaser of the Bonds (the "Purchaser"), hereby represents, warrants and agrees as follows: 1. The Purchaser, on the date hereof, received from the City of Jefferson, Missouri (the "City") one registered bond designated Taxable Industrial Development Revenue Bond (Scholastic Inc. Project), Series 2023, in the maximum aggregate principal amount of $44,700,000, numbered No. 1, becoming due on December 1, 2035, or when called, and bearing interest at the rate set forth therein from its date of authentication until its principal amount is paid in full. 2. The Purchaser fully understands that (a) the Bonds have been issued under and pursuant to a Trust Indenture dated as of February 1, 2023 (the "Indenture"), between the City and BOKF, N.A., 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 Equipment (as defined in the Indenture) to Scholastic Inc., a New York corporation (the "Company"), under a Lease Agreement dated as of February 1, 2023 (the "Lease"), between the City, as lessor, and the Company, as lessee, 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. 3. The Purchaser understands that (a) the Bonds and the interest thereon are special limited obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the Project Equipment and the Lease, and not from any other fund or source of the City, (b) the Bonds are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided in the Indenture, (c) the Bonds and the interest thereon shall not constitute general obligations of the City, the State or any political subdivision thereof, and neither the City, the State nor any related political subdivision thereof shall be liable thereon, and (d) the Bonds do 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. 4. The Purchaser understands that the Bonds have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and will be sold to the Purchaser in reliance upon certain D-1 exemptions from registration and in reliance upon the representations and warranties of Purchaser set forth herein. 5. The Purchaser 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 its distribution or for the purpose of offering, selling or otherwise participating in a distribution of the Bonds. 6. The Purchaser agrees not to attempt to offer, sell, hypothecate or otherwise distribute the Bonds to others unless authorized by the terms of the Indenture and upon receipt of any required opinion of counsel acceptable to the City, the Company, the Trustee 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. 7. The Company has (a) furnished to the Purchaser such information about itself as the Purchaser 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 Purchaser, 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. 8. The Purchaser acknowledges that no offering document has been prepared in connection with the sale of the Bonds. The Purchaser further acknowledges that it has timely received in satisfactory form and manner all proceedings, certificates, opinions, letters and other documents required to be submitted to the Purchaser pursuant to the Bond Purchase Agreement prior to or on the date of the delivery of and payment for the Bonds, and that the City and the Company have in all respects complied with and satisfied all of their respective obligations to the Purchaser which are required under the Bond Purchase Agreement to be complied with and satisfied on or before such date. 9. The Purchaser is now, and was when it agreed to purchase the Bonds, familiar with the operations of the Company and fully aware of the terms and risks of the Bonds and that the Purchaser is relying on its own knowledge and investigation of facts and circumstances relating to the purchase of the Bonds. The Purchaser believes that the Bonds being acquired are a security of the type that the Purchaser wishes to purchase and hold for investment and that the nature and amount thereof are consistent with its investment program. 10. The Purchaser is fully aware of and satisfied with (a) the current status of the title to the Project Equipment 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. 11. The Purchaser understands and agrees that the interest on the Bonds is subject to federal and state income taxation. 12. The Purchaser hereby directs the Trustee to hold the Bonds in trust pursuant to Section 204(c) of the Indenture. Dated: , 20, D-2 [PURCHASER OF BONDS] By: Name: Title: D-3 Gilmore & Bell, P.C. Draft vl — January 5, 2023 CITY OF JEFFERSON, MISSOURI, As Lessor, AND SCHOLASTIC INC., As Lessee LEASE AGREEMENT Dated as of February 1, 2023 Relating to: $44,700,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 Certain rights of the City of Jefferson, Missouri (the "City"), in this Lease Agreement has been pledged and assigned to BOKF, N.A., Kansas City, Missouri, as Trustee under the Trust Indenture dated as of February 1, 2023, between the City and the Trustee. LEASE AGREEMENT TABLE OF CONTENTS Page Parties 1 Recitals 1 ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. 2 Section 1.2. Rules of Interpretation. 2 Section 1.3. Acceptance of Indenture. 2 Section 1.4. Date of this Lease. 3 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the City. 3 Section 2.2. Representations by the Company 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 Equipment. 5 Section 3.4. Title to the Project Equipment. 5 ARTICLE IV PURCHASING AND INSTALLING OF THE PROJECT EQUIPMENT Section 4.1. Issuance of the Bonds. 5 Section 4.2. Purchase and Installation of the Project Equipment. 6 Section 4.3. Project Costs. 7 Section 4.4. Payment for Project Costs 7 Section 4.5. Establishment of Completion Date. 8 Section 4.6. Surplus or Deficiency in Project Fund 8 Section 4.7. Project Equipment Property of City. 8 Section 4.8. Personal Property Purchased by the Company. 9 Section 4.9. Environmental Matters. 9 ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent. 9 Section 5.2. Additional Rent 10 Section 5.3. Obligations of Company Absolute and Unconditional. 11 Section 5.4. Prepayment of Basic Rent 11 ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs 12 Section 6.2. Taxes, Assessments and Other Governmental Charges. 12 Section 6.3. Utilities 12 Section 6.4. Property Tax Exemption. 13 ARTICLE VII INSURANCE Section 7.1. Insurance Generally. 13 Section 7.2. Property Insurance. 13 Section 7.3. Commercial General Liability Insurance 13 Section 7.4. Workers' Compensation 14 Section 7.5. Blanket Insurance Policies; Self -Insurance 14 Section 7.6. Sovereign Immunity 14 ARTICLE VIII ALTERATION OF THE PROJECT EQUIPMENT Section 8.1. Additions, Modifications and Improvements to the Project Equipment. 14 Section 8.2. Removal and Replacement of Portions of the Project Equipment 14 Section 8.3. [Reserved]. 15 Section 8.4. Permits and Authorizations. 15 Section 8.5. Mechanics' Liens. 15 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction. 16 Section 9.2. Condemnation. 17 Section 9.3. Bondowner Approval 18 ARTICLE X SPECIAL COVENANTS Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification 18 Section 10.2. Surrender of Possession. 19 Section 10.3. City's Right of Access to the Project Equipment 19 Section 10.4. Permitted Encumbrances; Equipment Financing Documents. 19 Section 10.5. Indemnification of City and Trustee. 21 Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. 22 Section 10.7. Company to Maintain its Corporate Existence. 22 Section 10.8. Security Interests 23 ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT Section 11.1. Option to Purchase the Project Equipment. 23 Section 11.2. Conveyance of the Project Equipment 24 Section 11.3. Relative Position of Option and Indenture 24 Section 11.4. Obligation to Purchase the Project Equipment. 24 Section 11.5. Right of Set -Off. 24 ARTICLE XII DEFAULTS AND REMEDIES Section 12.1. Events of Default. 25 Section 12.2. Remedies on Default 26 Section 12.3. Survival of Obligations. 26 Section 12.4. Performance of the Company's Obligations by the City. 26 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. 27 ARTICLE XIII ASSIGNMENT AND SUBLEASE Section 13.1. Assignment; Sublease. 27 Section 13.2. Assignment of Revenues by City. 28 Section 13.3. Restrictions on Sale or Encumbrance of Project Equipment by City 28 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 28 Section 15.3. Net Lease. 29 Section 15.4. Limitation on Liability of City. 29 Section 15.5. Governing Law. 29 Section 15.6. Binding Effect. 29 Section 15.7. Severability. 29 Section 15.8. Electronic Storage. 29 Section 15.9. Performance by Company. 29 Section 15.10. Execution in Counterparts 29 Section 15.11. Anti -Discrimination Against Israel Act 29 Section 15.12. Complete Agreement. 30 Signatures and Seals S-1 Exhibit A: Description of the Project Site Exhibit B: Project Equipment Exhibit C: Form of Requisition Certificate Appendix I: Performance Agreement (iv) LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of February 1, 2023 (the "Lease"), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri, as lessor (the "City"), and SCHOLASTIC INC., a corporation organized and existing under the laws of the State of New York and authorized to do business in Missouri (the "Company"), as lessee; RECITALS: 1. The City is authorized under Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended (the "Act"), to purchase, construct, extend and improve certain "projects" (as defined in the Act) and 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 shall deem advisable. 2. The City Council of the City adopted Resolution No. RS2022-32 on October 17, 2022, expressing the official intent of the City to issue industrial development revenue bonds under the Act to finance an economic development project for the Company (the "Project"), consisting of acquiring and installing new machinery, equipment and other personal property (the "Project Equipment" as more fully described on Exhibit B hereto) to be installed at the Company' s existing facility located at 6336 Algoa Road in the City (the "Project Site" as more fully described on Exhibit A hereto). 3. Following notice to affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the City Council of the City adopted Ordinance No. [ ] on February 6, 2023 (the "Ordinance"), (a) approving a plan for the Company' s Project and (b) authorizing the issuance of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in the maximum aggregate principal amount of $44,700,000 (the "Bonds"), to pay the costs of the Project. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) the Trust Indenture dated as of February 1, 2023 (the "Indenture"), between the City and BOKF, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) this Lease with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) the Performance Agreement dated as of February 1, 2023 (the "Performance Agreement"), between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment' s exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. Pursuant to the foregoing, the City desires to lease the Project Equipment to the Company and the Company desires to lease the Project Equipment from the City, for the rental payments and upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the City and the Company do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to any capitalized words and terms defined elsewhere in this Lease and the words and terms defined in Section 101 of the Indenture which definitions are hereby incorporated herein by reference, the following capitalized words and terms as used in this Lease shall have the following meanings: "Environmental Law" means and includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Superfund Amendments and Reauthorization Act of 1986, any other "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Materials, as now or at any time hereafter in effect. "Plans and Specifications" means the plans and specifications prepared for and showing the Project, as amended by the Company from time to time before the Completion Date, the same being on file at the office of the Company 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. 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 shall otherwise indicate, 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 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. (0 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. Section 1.3. Acceptance of Indenture. The Company acknowledges that it has received an executed copy of the Indenture and that it is familiar with the terms and conditions of the Indenture. The Company further covenants that it will comply with all the conditions and covenants contained in the -2- Indenture relating to the Company and the Project Equipment, and that it will not take any action which would cause a default thereunder or jeopardize the rights of the Trustee, the City or the Bondowners. Section 1.4. Date of this Lease. The dating of this Lease as of February 1, 2023, is intended as and for the convenient identification of this Lease only and is not intended to indicate that this Lease was executed and delivered on said date, this Lease being executed and delivered and becoming effective simultaneously with the initial issuance of the Bonds. 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 a home rule charter city and municipal corporation duly organized and validly existing under the laws of the State of Missouri. Under the provisions of the Act and its Charter, 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 purchase and install the Project Equipment or cause the Project Equipment to be purchased and installed at the Project Site. The City agrees to lease the Project Equipment to the Company and sell the Project Equipment or any portion thereof to the Company if the Company exercises its option to purchase the Project Equipment or any portion thereof as provided herein, all for the purpose of furthering the public purposes of the Act, and the City Council of the City has found and determined that the purchase and installation of the Project Equipment will further the public purposes of the Act; (c) To finance the Project Costs, 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; (d) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Project Equipment and the net earnings therefrom, including all rents, revenues and receipts to be derived by the City from the leasing or sale of the Project Equipment, will be pledged and assigned to the Trustee as security for payment of the principal of and interest on the Bonds and amounts owed pursuant to this Lease; (e) The City will not knowingly take any affirmative action that would permit a lien to be placed on the Project Equipment or pledge the revenues derived therefrom for any bonds or other obligations other than the Bonds except with the written consent of the Authorized Company Representative; (0 The City will not operate the Project Equipment in a business -like manner or in any other manner except as the lessor thereof; (g) The purchase and installation of the Project Equipment and the leasing of the Project Equipment by the City to the Company will further the public purposes of the Act; and -3- (h) No member of the City Council of the City or any other officer of the City has any significant or conflicting interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby. Section 2.2. Representations by the Company. The Company makes the following representations as the basis for the undertakings on its part herein contained: (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and authorized to do business in the State of Missouri and is in good standing under the laws of the State of Missouri; (b) The Company has lawful power and authority to enter into this Lease and to carry out its obligations hereunder and by proper corporate action of its governing body, the Company 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 Company will not conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute a material default under, any mortgage, deed of trust, lease or any other restrictions or any agreement or instrument to which the Company is a party or by which it or any of its property is bound, or the Company' s organizational documents or any order, rule or regulation applicable to the Company or any of its property of any court or governmental body, or constitute a material 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 Company under the terms of any instrument or agreement to which the Company is a party; (d) The estimated costs of purchasing and installing the Project Equipment supplied by the Company are in accordance with sound accounting principles; and (e) The Project Equipment has been or will be installed and used in the Company's facility situated on the Project Site which is located wholly within the corporate limits of the City, and will comply in all material respects with all presently applicable laws, rules and regulations. ARTICLE III GRANTING PROVISIONS Section 3.1. Granting of Leasehold Estate. The City hereby rents, leases and lets the Project Equipment to the Company, and the Company hereby rents, leases and hires the Project Equipment from the City, subject to Permitted Encumbrances, for the rentals and upon and subject to the terms and conditions herein contained. Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery, and subject to sooner termination pursuant to the provisions of this Lease, this Lease shall terminate on December 31, 2035. -4- Section 3.3. Possession and Use of the Project Equipment. (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(b) hereof following the occurrence and continuance of an Event of Default, as defined in Section 12.1 hereof, the Company shall have sole and exclusive possession of the Project Equipment (subject to Permitted Encumbrances and the City's and the Trustee's right of access pursuant to Section 10.3 hereof) and shall and may peaceably and quietly have, hold and enjoy the Project Equipment during the Lease Term. The City covenants and agrees that it will not take any action, other than expressly pursuant to Article XII of this Lease, to prevent the Company from having quiet and peaceable possession and enjoyment of the Project Equipment during the Lease Term and will, at the request and expense of the Company, cooperate with the Company in order that the Company may have quiet and peaceable possession and enjoyment of the Project Equipment and will defend the Company's enjoyment and possession thereof against all parties. (b) Subject to the provisions of this Section, the Company shall have the exclusive right to use the Project Equipment for any lawful purpose allowed by law and contemplated by the Act, this Lease and the Performance Agreement. The Company 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 Equipment, as to the manner of use or the condition of the Project Equipment. In the event of demonstrated noncompliance with such statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements the Company will take all reasonable steps to comply with such statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements. The Company shall also comply with the mandatory requirements, rules and regulations of all insurers under the policies carried under the provisions of Article VII hereof. The Company shall pay or cause to be paid 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 Company to comply with the provisions of this Section. Notwithstanding any provision contained in this Section, however, the Company shall have the right, at its own cost and expense, to 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 Company may refrain from complying therewith. Section 3.4. Title to the Project Equipment. The City shall be the sole owner of the Project Equipment during the Lease Term; provided, however, that the Company alone shall be entitled to deduct all depreciation on the Project Equipment on the Company's income tax returns and the City agrees to provide reasonable cooperation with the Company, at the expense of the Company, in obtaining favorable treatment of the lease, sale or repurchase of the Project Equipment for federal or state income and/or sales taxes. ARTICLE IV PURCHASING AND INSTALLING OF THE PROJECT EQUIPMENT Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, the City agrees, upon request of the Company, that it will issue, sell and cause the Bonds to be delivered to the Company, as purchaser thereof, in accordance with the provisions of the Indenture and the Bond Purchase Agreement. The proceeds of the sale of the Bonds, when received, shall be paid over to the Trustee for the account of the City. The Trustee shall promptly deposit such proceeds, when received, as provided in the -5- Indenture, to be used and applied as hereinafter provided in this Lease and in the Indenture. Alternatively, the Trustee may (pursuant to Section 208(d) or (e) or Section 209(d) of the Indenture) endorse the Bonds in an amount equal to the requisition certificates submitted pursuant to Section 4.4 hereof. In that event, the purchaser of the Bonds shall be deemed to have deposited funds with the Trustee in an amount equal to the amount stated in the requisition certificate. Section 4.2. Purchase and Installation of the Project Equipment. The City and the Company agree that the Company, as the agent of the City shall, but solely from the Project Fund, or an endorsement of the Bond balance pursuant to Section 4.1 above and Section 208(d) or (e) or Section 209(d) of the Indenture, purchase and install the Project Equipment as follows: (a) Concurrently with the execution of this Lease, the City will acquire that portion of the Project Equipment previously acquired by the Company and currently situated on the Project Site, if any, and a bill of sale with respect thereto will be delivered to the City; (b) The Company will, on behalf of the City, purchase and install the Project Equipment on the Project Site in accordance with the Plans and Specifications. Except as provided in the next sentence, title to the Project Equipment shall be evidenced by bills of sale in substantially the form attached to the form of the requisition certificate attached hereto as Exhibit C or other instruments of transfer, including purchase orders or other instruments pursuant to which the City acquires title to personal property directly from the vendor thereof. Subject to Section 8.2 hereof, all portions of the Project Equipment substituted by the Company shall automatically become part of the Project Equipment subject to this Lease, and full title and ownership of such Project Equipment shall be automatically vested in the City, without the requirement of a bill of sale or other instrument of conveyance unless otherwise requested by the City. Such requisition certificate submitted by the Company pursuant to Section 4.4 hereof or other bills of sale or other instruments of transfer, must (1) be dated by no later than December 31 of each year to be treated as Project Equipment (and therefore to be exempt from ad valorem personal property taxes) in the next succeeding year and (2) be submitted to the City by no later than January 31. (c) Each requisition certificate submitted by the Company pursuant to Section 4.4 hereof in the form attached hereto as Exhibit C or other bill of sale or instrument of transfer and each personal property declaration form shall be of sufficient specificity so as to enable the City' s officials and the Assessor' s Office of Cole County, Missouri, to determine which personal property as reported on the annual personal property declaration constitutes Project Equipment (and therefore is owned by the City and subject to this Lease) and which personal property does not constitute Project Equipment (and therefore is owned by the Company and is not subject to this Lease). (d) On or before March 1 of each year or such other date required by law for reporting personal property declarations, the Company shall furnish to the City (addressed to the City Clerk) and the Trustee a list of personal property (based on the Company' s internal record keeping) comprising the Project Equipment as of January 1 of such year (as required by the personal property declarations provided by the Assessor' s Office of Cole County, Missouri). The improper inclusion or exclusion of any item in the Project Equipment pursuant to such list may be rectified by the Company within 30 days of the discovery by the Company of such improper inclusion or exclusion. The improper inclusion or exclusion of an item from such list shall not affect the items comprising the Project Equipment for the purpose of this Lease or title thereto as intended by the parties hereto. The Company shall provide such information to the City and the Trustee as may be requested in order to ensure that such list corresponds to the list of items comprising the Project Equipment maintained by the Trustee pursuant to Section 10.8 hereof. The Trustee may conclusively rely -6- upon such information in compiling a list of Project Equipment in accordance with Section 10.8 hereof. (e) The City and the Company agree that, pursuant to Section 4.7 and Section 4.8 hereof, any interest in any property purchased in whole or in part by the Company with its own funds, and not reimbursed from Bond proceeds, shall not constitute part of the Project Equipment and shall remain the property of the Company and therefore subject to property taxation. (f) The Company agrees that it will use reasonable efforts to cause the purchase and installation of the Project Equipment to be completed as soon as practicable with all reasonable dispatch. In the event such purchase and installation commences prior to the receipt of proceeds from the sale of the Bonds, the Company agrees to advance all funds necessary for such purpose; provided, however, that the Company may be reimbursed from Bond proceeds for any such advance. (g) The Company represents to the City that no portion of the Project Equipment constitutes the erection, construction, alteration, repair or improvement of any public building, road, street, public utility or other public facility. On this basis the provisions of Section 107.170 of the Revised Statutes of Missouri, as amended, are not applicable to the acquisition and installation of the Project Equipment. Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the Project Fund (or from funds deemed to be deposited into the Project Fund upon the Company' s delivery of a requisition certificate as permitted by Section 208(d) or (e) or Section 209(d) of the Indenture), and hereby authorizes and directs the Trustee to pay for, but solely from the Project Fund (or from funds deemed to be deposited into the Project Fund upon Company' s delivery of a requisition certificate as permitted by Section 208(d) or (e) or Section 209(d) of the Indenture), all Project Costs upon receipt by the Trustee of requisition certificates pursuant to Section 4.4 hereof. The Company may not submit any requisition certificates for Project Costs incurred after the Completion Date. The Company 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 Equipment for which requisition certificates may be submitted is $44,700,000. All other machinery and equipment installed at the Project Site shall be subject to ad valorem personal property taxes. Section 4.4. Payment for Project Costs. (a) All Project Costs as specified in Section 4.3 hereof shall be paid by the Trustee from the Project Fund as more fully provided in the Indenture, or an endorsement of the Bond balance pursuant to Section 4.1 above and Section 208(d) or (e) or Section 209(d) of the Indenture. The City hereby authorizes and directs the Trustee to make disbursements from the Project Fund, or endorse the Bond balance pursuant to Section 4.1 above and Section 208(d) or (e) or Section 209(d) of the Indenture, upon receipt by the Trustee of certificates in substantially the form attached hereto as Exhibit C, signed by an Authorized Company Representative and approved by an Authorized City Representative. The Company agrees that the information in each certificate will be accurate in all respects when given, and that the Company will notify the City if the Company becomes aware of any material inaccuracies in a certificate after the date on which it is given. (b) The Trustee may rely conclusively on any such certificate and shall not be required to make any independent investigation in connection therewith. The submission of any requisition certificate by an Authorized Company Representative and an Authorized City Representative shall constitute unto the -7- Trustee an irrevocable determination that all conditions precedent to the payments requested have been satisfied. Section 4.5. Establishment of Completion Date. The Completion Date for the Project shall be evidenced to the City and the Trustee by a certificate signed by the Authorized Company Representative stating (a) that the purchase and installation of the Project Equipment has been substantially completed in accordance with the Plans and Specifications, (b) the date of completion thereof, (c) that all costs and expenses of the purchase and installation of the Project Equipment have been paid except costs and expenses the payment of which is not yet due or is being contested in good faith by the Company, and (d) that the foregoing certificate is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Notwithstanding the foregoing, the certificate shall be deemed given on December 31, 2025 if not actually filed with the City by December 31, 2025, subject only to any delay caused by force majeure, being defined as damage or destruction of the Project Equipment by fire or casualty, strike, lockout, civil disorder, war, lack of issuance of any permits and/or legal authorization, through no fault of the Company, by the governmental entity necessary for the purchase and installation of the Project Equipment, shortage or delay in shipment of material for the Project Equipment, acts of God, unusually adverse weather or wet soil conditions, or other like causes beyond the Company' s reasonable control, including any litigation, court order or judgment resulting from any litigation affecting the validity of this Lease, the Indenture, the Ordinance or the Project Equipment (collectively, a "Permitted Excuse"). No Permitted Excuse shall be deemed to exist unless the Company provides a written notice to the City, within 30 days after the Company 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, 2026. The Company and the City agree to cooperate in causing such certificate to be furnished to the Trustee. A certificate meeting the requirements of this section will be deemed filed on said date, even if not actually filed by said date. Section 4.6. Surplus or Deficiency in Project Fund. (a) Upon receipt of the certificate described in Section 4.5 hereof, 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 Company solely to (1) the payment of principal and premium, if any, of and interest on 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 (2) at the option of the Company, to the purchase of Bonds at such earlier date or dates as the Company may elect. Any amount so deposited in the Bond Fund may be invested as permitted by Section 702 of the Indenture. (b) If no Additional Bonds are issued as provided in Section 209 of the Indenture, and the balance, if any, in the Project Fund shall be insufficient to pay fully all Project Costs and to complete the acquisition and installation of the Project Equipment free of liens and encumbrances other than Permitted Encumbrances, the Company shall pay, in cash, the full amount of any such deficiency by making payments thereof directly to the contractors and to the suppliers of materials and services as the same shall become due, and the Company shall save the City and the Trustee whole and harmless from any obligation to pay such deficiency. Section 4.7. Project Equipment Property of City. The Project Equipment, which the Company desires to convey to the City, and all additions thereto, as acquired, assembled and installed , anything under this Lease which becomes, is deemed to be, or constitutes a part of the Project Equipment, and the Project Equipment as repaired, rebuilt, rearranged, restored or replaced by the Company under the provisions of this Lease, except as otherwise specifically provided herein, shall immediately when acquired and/or installed become the absolute property of the City, subject only to this Lease, the Indenture and any other Permitted Encumbrances. Nothing herein shall limit the Company' s right to own personal property -8- which is not a part of the Project Equipment to be acquired by the City pursuant to Section 4.2 and Section 4.8 hereof. Section 4.8. Personal Property Purchased by the Company. Any items of machinery, equipment or other personal property which do not constitute part of the Project Equipment and the entire purchase price of which is paid for by the Company with the Company' s own funds, and no part of the purchase price of which is paid for, or reimbursed, from funds deposited pursuant to the terms of this Lease in the Project Fund, shall be the sole and absolute property of the Company and shall not constitute a part of the Project Equipment for purposes of Section 6.4 hereof or be subject to any other terms of this Lease or the Performance Agreement, and therefore, shall be subject to property taxation, to the extent otherwise provided by law. Section 4.9. Environmental Matters. (a) The Company acknowledges that is it responsible for maintaining the Project Equipment in compliance with all Environmental Laws. In the event that the Company fails to undertake to comply with any final, non -appealable order issued by any local, state or federal authority under applicable Environmental Law, the City or the Trustee, thirty (30) days after notice to the Company (except in the case of an immediate risk of harm to persons or the Project Equipment), may elect (but shall not be required) to undertake such compliance if the Company has not undertaken such compliance within such thirty (30) day period. Any moneys expended by the City or the Trustee in efforts to comply with any applicable Environmental Law (including the reasonable cost of hiring consultants, undertaking sampling and testing, performing any cleanup necessary or useful in the compliance process and reasonable attorneys' fees) shall be due and payable as Additional Rent hereunder with interest thereon at the average rate of interest per annum on the Bonds, plus two (2) percentage points, from the date such cost is incurred. There shall be unlimited recourse to the Company to the extent of any liability incurred by the City or the Trustee with respect to any breaches of the provisions of this section. (b) The Company shall and does hereby indemnify the City, the Trustee and the Bondowners and agree to defend and hold them harmless from and against all loss, cost, damage and expense (including, without limitation, reasonable attorneys' fees and costs associated incurred in the investigation, defense and settlement of claims) that they may incur, directly or indirectly, as a result of or in connection with the assertion against them or any of them of any claim relating to the presence on, escape or removal from the Project Equipment during the term of this Lease of any hazardous substance or other material regulated by any applicable Environmental Law, or compliance with any applicable Environmental Law, whether such claim is raised before, during or after the term of this Lease, including claims relating to personal injury or damage to property; provided, however, this indemnity shall only relate to claims resulting from the City' s ownership of the Project Equipment, the Trustee' s enforcement of its rights hereunder, or performance of its duties in accordance with the Indenture. ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent. (a) The Company covenants and agrees to pay, as Basic Rent for the Project Equipment, to the Trustee in same day funds for the account of the City during this Lease Term, for deposit in the Bond Fund on or before 10:00 a.m., Trustee' s local time, on or before each December 1 (each December 1 being a Payment Date), commencing December 1, 2023 and continuing until the principal of and interest on the -9- Bonds shall have been fully paid, an amount which, when added to any collected funds then on deposit in the Bond Fund and available on such Payment Date, shall be equal to the total amount payable on each December 1 as interest on the Bonds. On December 1, 2035 (or such earlier date as the Company may elect to redeem the Bonds), the Company shall also pay an amount equal to all principal then due on the Bonds in connection with such maturity or redemption. Except as offset pursuant to the right of the Company 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 Indenture, the Bond Purchase Agreement or the Performance Agreement to the contrary, and provided that the Purchaser, or any other affiliate of the Company, is the sole holder of the Bonds, the Company shall set-off the then - current Basic Rent payment against the City' s obligation to the Purchaser, or any other affiliate of the Company, as Owner of 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 written notice from the Company to the contrary as evidence that such set-off has occurred. Any Basic Rent paid by the Company which exceeds the total amount payable on such Payment Dates shall be immediately paid to the Company by wire transfer. If the Trustee is not holding the Bonds pursuant to the provisions of the Indenture, the Purchaser shall, on or before the final Payment Date, deliver or cause to be delivered to the Trustee for cancellation Bonds not previously paid and the Company shall receive a credit against the Basic Rent payable by the Company in an amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon. (b) Notwithstanding anything contained in this Lease, the Indenture, the Bond Purchase Agreement or the Performance Agreement to the contrary, if the Purchaser, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of Basic Rent may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to such Owner or the Trustee. Section 5.2. Additional Rent. The Company shall pay or cause to be paid as Additional Rent, within 30 days after receiving an itemized invoice therefor, the following amounts as and when the same become due: (a) all reasonable fees, charges and expenses, including agent and legal counsel fees, of the City and the Trustee incurred under or arising from the Indenture, this Lease, the Performance Agreement or any other document entered into in connection with the Bonds, including but not limited to claims by contractors and subcontractors of vendors, as and when the same become due; (b) all costs incident to 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 reasonable costs which are reasonably incurred in connection with the enforcement of any rights against the Company or the Project Equipment or in connection with a failure of the Company to perform its obligations under this Lease, the Indenture or the Performance Agreement by the City, the Trustee or the Bondowners, including legal counsel fees and expenses; (d) all amounts payable under the Performance Agreement; and (e) all other payments of whatever nature which the Company has agreed to pay or assume under the provisions of this Lease, the Performance Agreement or the Indenture. -10- Section 5.3. Obligations of Company Absolute and Unconditional. (a) The obligations of the Company under this Lease to make payments of Basic Rent and Additional Rent on or before the date the same become due, and to perform all of its other obligations, covenants and agreements hereunder shall be absolute and unconditional, without notice or demand (except as expressly provided herein), and without abatement, deduction, set-off (subject to Section 11.5 hereof), 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 Equipment shall have been acquired or installed, or whether the City's title thereto or to any part thereof is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of, the Project Equipment 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 Equipment, legal curtailment of the Company's use thereof, the eviction or constructive eviction of the Company, 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(a) or Section 5.3(b) is intended or shall be deemed to affect or impair in any way the rights of the Company to tender Bonds for redemption in satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4 hereof, nor the right of the Company to terminate this Lease and repurchase the Project Equipment as provided in Article XI hereof. (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 Company of any rights or claims the Company 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 Company shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease (including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Bondowners. The Company 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 Company 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 to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the City in any such action or proceeding if the Company shall so request. Section 5.4. Prepayment of Basic Rent. The Company 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 Company shall not be obligated to make payments of Basic Rent under the provisions of this Lease. At its option, the Company may deliver to the Trustee for cancellation Bonds owned by the Company and not previously paid, and the Company shall receive a credit against amounts payable by the Company for the redemption of Bonds in an amount equal to the principal amount of the Bonds so tendered for cancellation, plus accrued interest thereon (principal to be credited against principal and interest to be credited against interest). -11- ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Company shall, at its own expense, keep the Project Equipment in as reasonably safe condition as the operation thereof will permit, and keep the Project Equipment in good repair and in good operating condition, making from time to time all necessary repairs thereto and renewals and replacements thereof it determines to be necessary. Without limiting the generality of the foregoing, the Company shall at all times remain in compliance with all provisions of the City's applicable codes relating to maintenance and appearance of the Project Equipment. Section 6.2. Taxes, Assessments and Other Governmental Charges. (a) Subject to subsection (b) of this Section, the Company shall promptly pay and discharge, or cause to be paid and discharged, as the same become 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 Equipment, or any part thereof or interest therein (including the leasehold estate of the Company therein or any buildings, improvements, machinery and equipment at any time installed on the Project Site by the Company), 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 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 title to the Project Equipment; 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 Company shall be obligated to pay only such installments thereof as become due and payable during the Lease Term. (b) The Company shall have the right, in its own name or in the City's name, to contest the validity or amount of any tax, assessment or other governmental charge which the Company is required to bear, pay and discharge pursuant to the terms of this Section by appropriate legal proceedings instituted at least 10 days before the tax, assessment or other governmental charge complained of becomes delinquent if and provided (1) the Company, before instituting any such contest, gives the City and the Trustee written notice of its intention to do so, (2) the Company 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 Company 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 Company in connection with any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge. The Company shall save and hold harmless the City and the Trustee from any costs and expenses the City and the Trustee may incur related to any of the above. (c) Nothing in this Lease shall be construed to require the Company to make duplicate tax payments. The Company shall receive a credit against any PILOT Payments (as defined in the Performance Agreement) to be made by the Company due under the Performance Agreement to the extent of any ad valorem personal property taxes imposed with respect to the Project Equipment and paid by the Company pursuant to this Section, except as otherwise provided in the Performance Agreement. Section 6.3. Utilities. All utilities and utility services used by the Company in, on or about the Project Site shall be paid for by the Company and shall be contracted for by the Company in the Company's -12- own name (or the name(s) of its affiliates), and the Company shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. Section 6.4. Property Tax Exemption. The City and the Company expect that while the Project Equipment is owned by the City and is subject to this Lease, the Project Equipment and the leasehold interest of the Company in the Project Equipment is expected to be exempt from all ad valorem personal property taxes by reason of such ownership, and the City agrees that it will (at the expense of the Company) cooperate with the Company to defend such exemption against all parties in accordance with the Performance Agreement attached hereto as Appendix I. The City and the Company further acknowledge and agree that the City' s obligations hereunder are contingent upon (a) the Company making the payments required by this Lease and (b) the compliance by the Company with the terms of the Performance Agreement to the extent of its obligations thereunder, if any, during the term of this Lease. The terms and conditions of the Performance Agreement are incorporated herein as if fully set forth herein. ARTICLE VII INSURANCE Section 7.1. Insurance Generally. The Company agrees to maintain the insurance required by this Article VII. The Trustee shall have no obligation to purchase insurance if the Company fails to maintain the insurance required by this Article VII. Section 7.2. Property Insurance. (a) The Company shall at its sole cost and expense obtain and shall maintain throughout the Lease Term, a policy or policies of insurance to keep the Project Equipment 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 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 B+ or the equivalent thereof or better as may be selected by the Company. Except when the Company self - insures in accordance with Section 7.5 herein, certificates of the insurance policies required under this Section shall be delivered by the Company to the Trustee and the City, annually, commencing on the date of execution of this Lease. All such policies of insurance pursuant to this Section, and all renewals thereof, shall name the City, the Trustee and the Company as insureds, as their respective interests may appear, and, to the extent reasonably attainable, 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 Company and the Trustee. (b) In the event of loss or damage to the Project Equipment, the Net Proceeds of property insurance carried pursuant to this Section shall be applied as provided in Article IX of this Lease, or as may be directed by, or on behalf of, the Owners of 100% in principal amount of the Bonds Outstanding. Section 7.3. Commercial General Liability Insurance. (a) The Company shall at its sole cost and expense maintain or cause to be maintained at all times during the Lease Term general accident and commercial general liability insurance under which the City, the Company and the Trustee shall be named as additional insureds, properly protecting and indemnifying the City and the Trustee, in an amount not less than $5,000,000 per occurrence (subject to reasonable loss deductible clauses not to exceed the amounts normally or generally carried by the Company -13- or its affiliates). 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 Company and the Trustee. Except when the Company self -insures in accordance with Section 7.5 herein, certificates of such policies shall be furnished to the Trustee annually commencing on the date of execution of this Lease at the address shown in Section 1403 of the Indenture. (b) In the event of a public 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. Workers' Compensation. The Company agrees throughout the Lease Term to maintain or cause to be maintained the Workers' Compensation coverage as may be required by the laws of the State of Missouri. Section 7.5. Blanket Insurance Policies; Self -Insurance. The Company 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. Nothing in this Lease shall be construed from prohibiting the Company from self -insuring provided the Company, or in combination with its parent corporation, has a net worth in excess of $200,000,000, as determined by generally accepted accounting principles. If the Company self -insures as permitted by this Section, the Company shall so notify the City and the Trustee in writing and shall be deemed to have complied with the requirements of this Article. 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, as amended, 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 EQUIPMENT Section 8.1. Additions, Modifications and Improvements to the Project Equipment. The Company shall have and is hereby given the right, at its sole cost and expense, to make such additions, modifications and improvements in and to any part of the Project Equipment as the Company from time to time may deem necessary or desirable for its business purposes. All additions, modifications and improvements made by the Company pursuant to the authority of this Section shall (a) be made in workmanlike manner and will comply in all material respects with all laws and ordinances applicable thereto, (b) when commenced, be prosecuted to completion with due diligence, and (c) when completed, be deemed a part of the Project Equipment; provided, however, that additions of machinery and equipment installed on the Project Site by the Company not purchased or acquired from funds deposited with the Trustee hereunder and not constituting repairs, renewals or replacements of the Project Equipment shall remain the property of the Company, shall not become part of the Project Equipment, and may be removed by the Company. Such machinery, equipment or personal property shall be subject to ad valorem property taxation. Section 8.2. Removal and Replacement of Portions of the Project Equipment. (a) The Company may, if no uncured Event of Default (as defined in Section 12.1 hereof) exists and is continuing, remove from the Project Site and sell, exchange, replace or otherwise dispose of, -14- without responsibility or accountability to the City or the Trustee with respect thereto, any items of machinery and equipment, or parts thereof, which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable unnecessary or damaged or destroyed by casualty or otherwise notwithstanding the provisions of Article IX hereof or which, in the sound discretion of the Company, are otherwise no longer useful to the Company in its operations. Prior to any such removal, the Company shall deliver to the City and the Trustee a certificate signed by an Authorized Company Representative containing a complete description, including the make, model and serial numbers, if any, of any machinery or equipment constituting a part of the Project Equipment that the Company proposes to remove. The Trustee shall amend the list of machinery or equipment comprising the Project Equipment maintained by it pursuant to Section 4.2 and Section 10.8 hereof upon receipt of such certificate. Upon request by the Company, the City will execute and deliver a bill of sale that transfers full and complete title to the Company of such portion of the Project Equipment removed. Notwithstanding anything contained herein to the contrary, title to any item of the Project Equipment removed from the Project Site shall automatically vest in the Company without further instrument or action, and such vesting of title shall be self -operative effective upon removal. Upon any removal of portions of the Project Equipment, the portions of the Project Equipment so removed from the Project Site shall no longer be entitled to the personal property tax exemption afforded by virtue of the City' s ownership thereof as set forth in the Performance Agreement. (b) In all cases, the Company shall pay all of the costs and expenses of any such removal and shall promptly repair at its expense all damage to the Project Site or any Project Equipment remaining on the Project Site caused thereby. The Company' s rights under this Section to remove machinery and equipment constituting a part of the Project Equipment is intended only to permit the Company to maintain an efficient operation by the removal of machinery and equipment which is no longer suitable for any of the reasons set forth in this Section, and such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit the Company to make a wholesale removal of the Project Equipment. Section 8.3. [Reserved]. Section 8.4. Permits and Authorizations. The Company shall not do or permit others under its control to do any work on the Project Site related to any repair, rebuilding, restoration, replacement, modification or addition to the Project Equipment, or any part thereof, unless all requisite municipal and other governmental permits and authorizations shall have been first procured. All such work shall be done in a good and workmanlike manner and in material compliance with all applicable building, zoning and other laws, ordinances, governmental regulations. In the event of demonstrated noncompliance with such laws, ordinances, governmental regulations and requirements the Company will take all reasonable steps to comply with laws, ordinances, governmental regulations and requirements. Section 8.5. Mechanics' Liens. (a) The Company will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Project Equipment, except Permitted Encumbrances, and the Company shall promptly notify the City of the imposition of such lien of which the Company 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', vendors' or other similar lien is filed against the Project Equipment, 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 Site, the Company shall discharge the same of record. Notice is hereby given that the City shall not be liable for any labor or materials furnished the Company or anyone claiming by, through or under the Company upon credit, and that no mechanics', -15- vendors' 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 Equipment or any part thereof. (b) Notwithstanding subsection (a) above, the Company may contest any such mechanics', vendors' or other similar lien if the Company (1) within 60 days notifies the City and the Trustee in writing of its intention to do so, (2) diligently prosecutes such contest, (3) at all times effectively stays or prevents any official or judicial sale of the Project Equipment, or any part thereof or interest therein, under execution or otherwise, (4) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and (5) thereafter promptly procures record release or satisfaction thereof. The Company may permit the lien so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Company is notified by the City that, in the opinion of counsel, by nonpayment of any such items, the interest of the City in the Project Equipment will be subject to loss or forfeiture. In that event, the Company shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The Company shall defend, save and hold harmless the City from any loss, costs or expenses the City may incur related to any such contest. The Company 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 mortgage, pledge, lien, charge, encumbrance or claim. The City shall cooperate fully with the Company in any such contest. ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction. (a) If the Project Equipment is damaged or destroyed by fire or any other casualty, whether or not covered by insurance, the Company, as promptly as practicable, may elect to do any of the following: (1) repair, restore, replace or improve the Project Equipment as nearly as may be practicable to the condition and character of the Project Equipment immediately prior to such damage or destruction, with the completion of such repairs, restoration, replacement or improving of such Project Equipment being evidenced by certificate of completion in accordance with the provisions of Section 4.5 hereof; or (2) if the Company shall determine that repairing, restoring, replacing or improving the Project Equipment or any portion thereof is not practicable and desirable, any Net Proceeds of property insurance required by Article VII hereof 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 shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same become due. Alternatively, if the Company is the sole owner of the Bonds and it has determined that repairing, restoring, replacing or rebuilding the Project Equipment is not practicable or desirable, it may tender the Bonds to the Trustee for cancellation in a principal amount equal to the Net Proceeds of the property insurance and retain such Net Proceeds for its own account. (b) If the Company shall elect to replace, restore or repair any Project Equipment, for all purposes of this Lease, any reference to the word "Project Equipment" shall be deemed to also include any such new equipment and all additions thereto and all replacements and alterations thereof. -16- (c) The Net Proceeds of property insurance required by Article VII hereof received with respect to any damage or loss to the Project Equipment shall be paid to the Company. The insurance monies, if any, paid to the Company as provided under this Article, on account of any loss or destruction to the Project Equipment, shall be held by it in trust and applied only as provided in subsection (a) above. (d) If any of the insurance monies paid by the insurance company to the Company as hereinabove provided, shall remain after the completion of such repairs, restoration or replacement, and this Lease has not been terminated, the excess shall be deposited in the Bond Fund. If the Net Proceeds shall be insufficient to pay the entire cost of such repairs, restoration or replacement, the Company shall pay the deficiency. (e) In the event of any such damage by fire or any other casualty, the provisions of this Lease shall be unaffected, and the Company shall remain and continue liable for the payment of all Basic Rent and Additional Rent and all other charges required hereunder to be paid by the Company, as though no damage by fire or any other casualty has occurred. (f) The City and the Company agree that they will cooperate with each other, to such extent as such other party may reasonably require, in connection with the prosecution or defense of 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, and that they will execute and deliver to such other parties such instruments as may be required to facilitate the recovery of any insurance monies. (g) The Company agrees to give prompt written notice to the City and the Trustee with respect to all fires and any other casualties occurring in, on, at or about the Project Site which damage a material portion of the Project Equipment. (h) The Company shall not, by reason of its inability to use all or any part of the Project Equipment during any period in which the Project Equipment is damaged or destroyed or is being repaired, rebuilt, restored or replaced, nor by reason of the payment of the costs of such rebuilding, repairing, restoring or replacing, be entitled to any reimbursement from the City, the Trustee or the Bondowners or to any abatement or diminution of the rentals payable by the Company under this Lease or of any other obligations of the Company under this Lease except as expressly provided in this Section. Section 9.2. Condemnation. (a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project Equipment 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 $1,000,000, the Company shall, within 90 days after the date of entry of a final order in any eminent domain proceedings granting condemnation or the date of sale under threat of condemnation, notify the City and the Trustee in writing as to the nature and extent of such condemnation or loss of title and whether it is practicable and desirable to acquire substitute equipment. (b) If the Company determines that such substitution is practicable and desirable, the Company shall proceed promptly with and complete with reasonable dispatch the acquisition and installation of such substitute equipment, so as to place the Project Equipment in substantially the same condition as existed prior to the exercise of the said power of eminent domain, including the acquisition of other equipment suitable for the Company' s operations (which equipment will be deemed a part of the Project Equipment and available for use by the Company without the payment of any rent other than herein provided, to the same extent as if such other equipment were specifically described herein and demised hereby); provided, that such equipment will be acquired by the City subject to no liens, security interests or encumbrances -17- prior to the lien and/or security interest afforded by the Indenture and this Lease other than Permitted Encumbrances. In such case, any Net Proceeds received from any award or awards with respect to the Project Equipment 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 hereof (with respect to the receipt of property insurance proceeds). (c) If the Company determines that it is not practicable or desirable to acquire replacement equipment, any Net Proceeds of condemnation awards received by the Company 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 mortgagee under any Leasehold Security Agreement and any Equipment Lender under any Equipment Financing Documents. (d) The Company shall not, by reason of its inability to use all or any part of the Project Equipment 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 Bondowners or to any abatement or diminution of the rentals payable by the Company under this Lease nor of any other obligations hereunder except as expressly provided in this Section. (e) The City shall cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project Equipment or any part thereof, and shall, to the extent it may lawfully do so, permit the Company 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 Equipment or any part thereof without the prior written consent of the Company. Section 9.3. Bondowner Approval. Notwithstanding anything to the contrary contained in this Article IX, the proceeds of any insurance received subsequent to a casualty or of any condemnation proceedings (or threats thereof) may prior to the application thereof by the City or the Trustee be applied as directed in writing by the Owners 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 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 Performance Agreement. For purposes of this Section only, any person to whom Bonds have been pledged in good faith shall be deemed to be the Owner of the Bonds. 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 Equipment or that it will be suitable for the Company's purposes or needs. The Company 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 Equipment or the Company's use thereof; unless such loss is the result of the City's or the Trustee's respective gross negligence or willful misconduct. This provision shall survive termination of this Lease. -18- Section 10.2. Surrender of Possession. Upon accrual of the City's right of repossession of the Project Equipment because of the Company' s default hereunder or upon the cancellation or termination of this Lease for any reason other than the Company's purchase of the Project Equipment pursuant to Article XI hereof, the Company shall peacefully surrender possession of the Project Equipment to the City in good condition and repair, ordinary wear and tear excepted. All repairs to and restorations of the facilities, buildings, structures or other property containing the Project Equipment required to be made because of such removal shall be made by and at the sole cost and expense of the Company. Section 10.3. City's Right of Access to the Project Equipment. The Company agrees that the City and the Trustee, and their duly authorized agents, shall have the right at reasonable times during business hours, subject to 48 hours' advance written notice and the Company's usual safety and security requirements, to enter upon the Project Site (a) to examine and inspect the Project Equipment without interference or prejudice to the Company' s operations, (b) as may be reasonably necessary to cause to be completed the purchase and installation provided for in Section 4.2 hereof, (c) performing such work in and about the Project Site made necessary by reason of the Company' s default under any of the provisions of this Lease, and (d) exhibiting the Project Equipment to prospective purchasers, lessees or trustees. The Company shall have the right to have representatives present during any such examination or inspection, including legal counsel. Section 10.4. Permitted Encumbrances; Equipment Financing Documents. (a) If no Event of Default under this Lease shall have happened and be continuing, the Company may at any time or times incur Permitted Encumbrances. (b) The Company may request the City to (i) pledge, assign or otherwise hypothecate all or a portion of its interest in and to the Project Equipment in connection with any Equipment Financing, and/or (ii) acknowledge any Equipment Financing and the rights and remedies of any Equipment Lender thereunder. Subject to the terms and conditions of this Section, the City promptly will execute and deliver or authorize the filing of, at the Company' s request and expense, all Equipment Financing Documents. The City and the Trustee will not be liable for any of the indebtedness evidencing the Equipment Financing or for any other obligations of the Company, as borrower under the Equipment Financing Documents in the Company' s own name or as the authorized agent for the City even if such agency relationship is not specified. No separate signature or authorization from the City will be required for the execution and delivery of any Equipment Financing Documents. Each Equipment Lender will be entitled to rely upon the Equipment Financing Documents as having been executed by the Company as the agent for the City unless the Equipment Lender has actual notice that the agency granted in this Lease has been terminated because of an uncured Event of Default under this Lease. The City appoints the Company as its irrevocable attorney - in -fact, coupled with an interest, to execute and deliver on behalf of the City each Equipment Financing Document, subject to the limitations of liability set forth above. (c) In the event of an Equipment Financing by which all or a portion of the Project Equipment is pledged as collateral under the Equipment Financing Documents, each of the following provisions will apply in addition to, but not excluding, provisions of the Equipment Financing Documents: (1) This Lease may not be modified, amended, canceled or surrendered by agreement between the City and the Company, without the prior written consent of each Equipment Lender of which the City and the Trustee have received written notice. (2) There will be no merger of title between the leasehold estate created by this Lease and the ownership interest of the City in the Project Equipment, notwithstanding that this Lease or -19- the leasehold estate and ownership interest will be owned by the same person or persons, without the prior written consent of each Equipment Lender. (3) If the mailing address of the Equipment Lender is provided to the City and the Trustee in writing, the City will send each Equipment Lender a copy of each notice of default and each notice of termination given to the Company under this Lease, at the same time such notice is sent to the Company. No notice to the Company will be effective unless a copy thereof is served upon each Equipment Lender of which the City and the Trustee has received written notice. (4) Each Equipment Lender will have the same time period after receipt of notice within which to remedy or cause to be remedied any payment default under this Lease plus thirty (30) days, and the City will accept performance by the Equipment Lender as timely performance by the Company. (5) The Equipment Lender will not be required to continue possession or continue legal proceedings under this Section if the particular default has been cured. (6) The City may exercise any of its rights or remedies with respect to any other default by the Company, subject to the rights of the Equipment Lender under this Section as to such other defaults. (7) In case of default by the Company under this Lease or the Performance Agreement, other than a default in the payment of money, the City will take no action to effect a termination of this Lease or the Performance Agreement by service of a notice or otherwise without first giving notice to the Equipment Lender and allowing the Equipment Lender a reasonable time within which either to (i) obtain possession of the Project Equipment and to remedy such default, or (ii) institute and, with reasonable diligence, complete legal proceedings or otherwise acquire the Company' s leasehold estate under this Lease. The City' s right to terminate this Lease and the Performance Agreement by reason of a default that is not susceptible of being remedied by the Equipment Lender will end with respect to such default when the Equipment Lender obtains possession of the Project Equipment or portion thereof financed by an Equipment Financing. The Equipment Lender will 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. (8) If this Lease terminates prior to the expiration of the Lease Term, the City will enter into a new lease for the Project Equipment with the Equipment Lender for the remainder of the term, effective as of the date of such termination, at the same rent and upon the same terms, covenants and conditions contained herein, except that such new lease shall not guarantee possession of the Project Equipment to the Equipment Lender as against the Company and/or anyone claiming under the Company, and the City, simultaneously with the execution and delivery of such new lease, turns over to the new lessee all monies, if any, then held by the City under the Lease on behalf of the Company, on condition that: (i) the Equipment Lender will make written request for such new lease within thirty (30) days after the date of such termination, and (ii) on the commencement date of the term of the new lease, the new tenant cures all defaults of the Company under this Lease (susceptible of being cured by the Equipment Lender) which remain uncured on that date, and pays or causes to be paid all unpaid sums which at such time would have been payable under this Lease but for such -20- termination, and pays or causes to be paid to the City and the Trustee on that date all expenses, including reasonable counsel fees, court costs and disbursements, incurred by the City and the Trustee in connection with any such default and termination as well as in connection with the execution and delivery of such new lease. If more than one Equipment Lender requests a new lease, a new lease will be made with and delivered to the Equipment Lender whose security interest is prior in lien to those of any other Equipment Lender. (9) If the Equipment Lender becomes the lessee under this Lease and the Equipment Lender assigns this Lease, the Equipment Lender assigning this Lease shall be released from all liability accruing from and after the date of such assignment with the express written consent of the City. (d) In the event the City or the Trustee engages counsel to review Equipment Financing Documents in connection with any request for the City to execute any Equipment Financing Documents or otherwise pledge the Project Equipment as collateral, the Company will reimburse the City and the Trustee for their reasonable counsel fees and expenses incurred in connection with such review. Section 10.5. Indemnification of City and Trustee. (a) The Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees (collectively, the "Indemnified Parties") from and against all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Performance Agreement, this Lease (or any instrument requested by the Company pursuant to Section 10.4 hereof), the Indenture or any other documents entered into in connection with the Bonds and from the conduct or management of, or from any work or thing done in or on the Project Site or relating to the Project Equipment during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, arising during the Lease Term from (1) any condition of the Project Equipment, (2) any breach or default on the part of the Company in the performance of any of its obligations under the Performance Agreement, this Lease or any related document, (3) any contract entered into by the Company in connection with the purchase and installation of the Project Equipment (including any mechanics' liens), (4) any act of negligence of the Company or of any of its agents, contractors, servants, employees or licensees, (5) unless the Company has been released from liability pursuant to Section 13.1 hereof, any act of negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company, (6) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project Equipment, (7) any violation of Section 107.170 of the Revised Statutes of Missouri, as amended, and (8) any claim relating to the presence on, escape or removal from the Project Site or the Project Equipment during the term of the Lease of any hazardous substance or other material regulated by any applicable Environmental Law, or compliance with any applicable Environmental Law, whether such claim arises before, during or after the term of this Lease, including claims relating to personal injury or damage to property; provided, however, the indemnification contained in this Section 10.5 shall not (i) extend to the City if such claims, demands, costs, liabilities, damages or expenses, including attorneys' fees, are the result of work being performed at the Project Site by employees of the City or the result of gross negligence or willful misconduct by the City, or (ii) extend to the Trustee if such claims, demands, costs, liabilities, damages or expenses, including attorneys' fees, are the result of the gross negligence or willful misconduct of the Trustee or (iii) extend to the City if such claims, demands, costs, liabilities, damages or expenses, including attorneys' fees, are the result of the performance or failure to perform by the City of its obligations under the Performance Agreement. Upon notice from the City or the -21- Trustee, the Company shall defend them or either of them in any such action or proceeding. This Section 10.5 shall survive any termination of this Lease and the Performance Agreement or the satisfaction and discharge of the Indenture. (b) In case any action shall be brought against one or more of the Indemnified Parties based upon the foregoing indemnification and in respect of which indemnity may be sought against the Company, the Indemnified Parties shall promptly notify the Company in writing and the Company shall promptly assume the defense thereof, including the employment of counsel, the payment of all reasonable expenses and the right to negotiate and consent to settlement. If the Company shall have wrongfully failed to assume the defense of such action, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Company. If any of the Indemnified Parties is advised by counsel retained by the Company to defend such action that there may be legal defenses available to it which are adverse to or in conflict with those available to the Company or any other Indemnified Party, and that the defense of such Indemnified Party should be handled by separate counsel, the Company shall not have the right to assume the defense of such Indemnified Party, but shall be responsible for the reasonable fees and expenses of counsel retained by such Indemnified Party in assuming its own defense, provided, such counsel shall be acceptable to the Company. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless employment of such counsel has been specifically authorized by the Company in writing, which shall not be unreasonably withheld or delayed. The Company shall not be liable for any settlement of any such action effected without its prior written consent by any of the Indemnified Parties, but if settled with the prior written consent of the Company or if there be a final judgment for the plaintiff in any such action against the Company or any of the Indemnified Parties, with or without the consent of the Company, the Company agrees to indemnify and hold harmless the Indemnified Parties to the extent provided herein. Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. The City agrees that any depreciation, investment tax credit or any other tax benefits with respect to the Project Equipment or any part thereof shall be made available to the Company, and the City will fully cooperate with the Company in any effort by the Company to avail itself of any such depreciation, investment tax credit or other tax benefits; provided, however, that the City shall not be required to incur any out-of-pocket expense in connection therewith. Section 10.7. Company to Maintain its Corporate Existence. The Company 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, and will not dissolve or otherwise dispose of all or substantially all of its assets; provided, however, that the Company may, without violating the agreement contained in this Section, consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and existing under the laws of one of the states of the United States) or permit one or more other domestic corporations to consolidate with or merge into it, or may sell or otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided, the surviving, resulting or transferee corporation either (a) becomes, in connection with the consolidation, merger or sale of assets becomes the Owner of 100% in principal amount of the Bonds Outstanding and expressly assumes in writing all of the obligations of the Company contained in this Lease and the Performance Agreement, or (b) if not the Owner of 100% in principal amount of the Bonds Outstanding, expressly assumes in writing all the obligations of the Company contained in this Lease; and, further provided, that if not the Owner of 100% in principal amount of the Bonds Outstanding, the surviving, resulting or transferee corporation, as the case may be, has a consolidated net worth (after giving effect to said consolidation, merger or transfer) at least (1) equal to or greater than that of the Company immediately prior to said consolidation, merger or transfer, or (2) $100,000,000. The term "net worth", as used in this Section, shall mean the difference obtained by subtracting total liabilities (not including as a liability any capital or surplus item) from total -22- assets of the Company and all of its subsidiaries. In any such consolidation, merger or transfer the Company shall comply with the provisions of Section 10.1 hereof to the extent applicable. Section 10.8. Security Interests. At the written request of the Owner of the Bonds, the City and the Company agree to enter into all instruments (including financing statements and statements of continuation) necessary for perfection of and continuance of the perfection of the security interests of the City and the Trustee in the Project Equipment and the rights of the Trustee under the Indenture. The Trustee shall, pursuant to Section 805 of the Indenture, continue or cause to be continued the liens of such instruments for so long as the Bonds shall be Outstanding. The City and the Company shall cooperate with the Trustee in this regard by executing such continuation statements and providing such information as the Trustee may require to file or to renew such statements and liens. The Trustee shall maintain a file showing a description of all Project Equipment, said file to be compiled from the certificates furnished to the Trustee pursuant to Sections 4.2, 4.4 and 8.2 hereof. ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT Section 11.1. Option to Purchase the Project Equipment. The Company shall have, and is hereby granted, the option to purchase all or any portion of the Project Equipment at any time, including after an Event of Default, 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. In addition, the Company shall exercise such option in accordance with the Performance Agreement. To exercise such option, the Company 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 Company 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 Company 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 Company; provided said Remedies Notice has not been rescinded by such date (such option to take place on the 29th day following the issuance of the Remedies Notice). The Company may rescind such exercise by providing written notice to the City and the Trustee on or prior to the 29t'' 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 Company in the event of its exercise of the option granted in this Section shall be the sum of the following: (a) an amount of money which, when added to the amount then on deposit in the Bond Fund, will be sufficient to redeem all 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 (b) an amount of money equal to the Trustee' s agreed to and reasonable fees, charges and expenses under the Indenture accrued and to accrue until such redemption of the Bonds; plus (c) an amount of money equal to all payments due and payable pursuant to the Performance Agreement through the end of the calendar year in which the date of purchase occurs; plus -23- (d) an amount of money equal to the City' s reasonable charges and expenses incurred in connection with the Company exercising its option to purchase all or a portion of the Project Equipment, including the fees of any attorney(s) the City engages in connection with the exercise of such option; plus (e) the sum of $10.00. At its option, to be exercised at least 5 days prior to the date of closing such purchase, the Company may deliver to the Trustee for cancellation Bonds not previously paid, and the Company shall receive a credit against the purchase price payable by the Company in an amount equal to 100% of the principal amount of the Bonds so delivered for cancellation, plus the accrued interest thereon. Section 11.2. Conveyance of the Project Equipment. At the closing of the purchase of the Project Equipment pursuant to this Article XI, the City will upon receipt of the purchase price deliver to the Company the following: (a) If the Indenture shall not at the time have been satisfied in full, a release from the Trustee of the Project Equipment 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) Documents, including without limitation a bill of sale, conveying to the Company legal title to the Project Equipment, as it then exists, subject to the following: (1) those liens and encumbrances, if any, to which title to the Project Equipment was subject when conveyed to the City; (2) those liens and encumbrances created by the Company or to the creation or suffering of which the Company consented; (3) those liens and encumbrances resulting from the failure of the Company to perform or observe any of the agreements on its part contained in this Lease; (4) Permitted Encumbrances other than the Indenture and this Lease; and (5) if the Project Equipment or any part thereof is being condemned, the rights and title of any condemning authority. Section 11.3. Relative Position of Option and Indenture. The options and obligation to purchase the Project Equipment granted to the Company in this Article shall be and remain prior and superior to the Indenture and may be exercised whether or not the Company is in default under this Lease, provided that such default will not result in nonfulfillment of any condition to the exercise of any such option and further provided that all options herein granted shall terminate upon the termination of this Lease. Section 11.4. Obligation to Purchase the Project Equipment. The Company hereby agrees to purchase, and the City hereby agrees to sell, the Project Equipment 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 the provisions of the Indenture, and (b) the final payment due by the Company under the Performance Agreement. The amount of the purchase price under this Section shall be $10.00, plus all payments due and payable pursuant to the Performance Agreement through the end of the calendar year in which the date of purchase occurs, plus an amount sufficient to redeem all the then Outstanding Bonds, plus accrued interest and the reasonable fees and expenses of the City and the Trustee. Section 11.5. Right of Set -Off. At its option, to be exercised at least 5 days before the date of closing such purchase, the Company may deliver to the Trustee for cancellation Bonds not previously paid, and the Company shall receive a credit against the purchase price payable by the Company in an amount equal to 100% of the principal amount of the Bonds so delivered for cancellation, plus the accrued interest -24- thereon. The Company may set-off any payment obligation under this Article 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 shall occur and be continuing, it is hereby defined as and declared to be and to constitute an "Event of Default" or "default" under this Lease: (a) Default in the due and punctual payment of Basic Rent for a period of 10 days following written notice to the Company by the City or the Trustee (provided that such notice shall not be required to be given more than twice in any 12 -month period); or (b) Default in the due and punctual payment of Additional Rent for a period of 30 days following written notice to the Company by the City or the Trustee; or (c) Default in the due observance or performance of any other covenant, agreement, obligation or provision of this Lease on the Company' s part to be observed or performed, and such default shall continue for 30 days after the City or the Trustee has given the Company written notice specifying such default (or such longer period as shall be reasonably required to cure such default; provided that (1) the Company has commenced such cure within said 30 -day period, and (2) the Company diligently prosecutes such cure to completion); or (d) The Company: (1) admits in writing its inability to pay its debts as they become due; or (2) files a petition in bankruptcy or for reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the United States 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 (3) makes an assignment for the benefit of creditors; or (4) consents to the appointment of a trustee, receiver or liquidator for all or a major portion of its property or fails to have the appointment of any trustee, receiver or liquidator made without the Company' s consent or acquiescence, vacated or set aside; or (5) is finally adjudicated as bankrupt or insolvent under any federal or state law; or (6) 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 major part 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 (7) 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 is not 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 (e) The Company vacates, abandons, ceases operations, fails to occupy or is ejected from the Project Site or any material portion thereof, and the same remains uncared for or abandoned for a period of 90 days; or (f) The occurrence and continuance of an "Event of Default" by the Company under the Performance Agreement following any applicable notice and grace period provided therein. -25- Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 hereof 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, subject, however, at all times to the Company' s rights under Article XI: (a) cause all amounts payable with respect to the Bonds for the remainder of the Lease Term to become due and payable after giving ten (10) days prior written notice thereof to the Company, as provided in the Indenture; or (b) give the Company written notice of intention to terminate this Lease on a date specified therein, which date shall not be earlier than 30 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 Section 11.1 hereof, the Company' s rights to possession of the Project Equipment shall cease and this Lease shall thereupon be terminated, and the City may re-enter and take possession of the Project Equipment or, if the Company has paid all obligations due and owing under the Indenture, this Lease and the Performance Agreement, the City shall convey the Project Equipment in accordance with Section 11.2 hereof. Section 12.3. Survival of Obligations. The Company covenants and agrees with the City and Owners that those of its obligations under this Lease which by their nature require performance after the end of the Lease Term, or which are expressly stated herein as intended to survive expiration or termination of this Lease, shall survive the cancellation and termination of this Lease, for any cause. Section 12.4. Performance of the Company'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 Company' s part for 30 days after written notice of such failure is given the Company by the City or the Trustee, and without waiving or releasing the Company 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 incidental reasonable costs and expenses incurred by the City or the Trustee (including, without limitation, attorneys' 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 Company, the City or the Trustee shall have the same rights and remedies provided for in Section 12.2 hereof in the case of default by the Company in the payment of Basic Rent. Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the Trustee, the City and the Company 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 Trustee, the City and the Company 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 Company' s option to re -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) above. 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 covenant or agreement or as a -26- waiver of any breach of any other covenant or agreement, and in case of a breach by the Company of any covenant, agreement or undertaking by the Company, the Trustee or the City may nevertheless accept from the Company any payment or payments hereunder without in any way waiving the Trustee's or the City's rights to exercise any of their respective rights and remedies provided for herein with respect to any such breach or breaches of the Company which were in existence at the time such payment or payments were accepted by the Trustee or the City. Section 12.7. Trustee's Exercise of the City's Remedies. Whenever any Event of Default shall have 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 Company and its successors and assigns may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act, with the prior written consent of the City not to be unreasonably withheld or delayed. Any assignee of all the rights of the Company under this Lease shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds as the same set forth duties, obligations and requirements of the Company. (b) With respect to any assignment, the Company shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; and (3) 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 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 Company to be performed and observed. Upon the satisfaction of the conditions set forth herein, the Company shall be relieved of all further liability occurring on and after the effective date of such assignment. The consent of the City to any assignment, transfer or disposition described in this section for which the City's consent is expressly required shall not be unreasonably withheld, delayed or conditioned and the City hereby agrees to take the necessary action (including consideration by the City Council, if necessary) to approve or disapprove of such assignment, transfer or disposition within sixty (60) days after receipt of written notice from the Company. The Company shall pay all costs incurred by the City in the ordinary course of business (including attorney's fees) as a result of such assignment. (c) No sublease of the Project Equipment shall release or discharge the Company from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of -27- each and all of the covenants and agreements herein contained, and its duties and obligations under this Lease shall continue as if no such sublease had been made. The Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company' s option, that the City' s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act nor with regard to any assignment of such further sublease by a sublessee if the assignment is to (i) any wholly -owned subsidiary or to any parent corporation of the sublessee; or (ii) any affiliate or entity under common control with a parent or subsidiary of the sublessee; or (iii) any entity which acquires all or substantially all of the assets or stock of the sublessee, by merger, consolidation, acquisition or other business reorganization. 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, interest and premium, if any, on the Bonds and the Company hereby consents to such pledge and assignment. The City and the Company recognize that the Trustee is a third party creditor -beneficiary of this Lease. Section 13.3. Restrictions on Sale or Encumbrance of Project Equipment by City. During the Lease Term, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture, it will not sell, assign, encumber, transfer or convey the Project Equipment or any interest therein, 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. 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 Bonds and prior to 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 (a) the Trustee, given in accordance with the provisions of the Indenture, (b) the Company, and (c) all of the Owners (in the event the Company is not the sole Owner). 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 governed by Section 1403 of the Indenture. 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 Equipment subject to zoning, building permit or other regulatory approvals by the City. -28- 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 become 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 Company 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 reasonable 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 Company 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 Company. 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 Missouri. Section 15.6. Binding Effect. This Lease shall be binding upon and shall inure to the benefit of the City and the Company and their respective successors and assigns. 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. Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be received, sent 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 15.9. Performance by Company. Notwithstanding any section of this Lease to the contrary, the performance by the Company of any duty, obligation, or other of the Company' s requirements under this Lease shall constitute performance by the Company and no Company default shall occur as a result of the Company' s performance and satisfaction of any such requirement. Section 15.10. Execution in Counterparts. This Lease may be executed simultaneously 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 15.11 Anti -Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Company certifies it is not currently engaged in and shall not, for the 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. -29- Section 15.12 Complete Agreement. The Company and the City understand that oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Company and the City from misunderstanding or disappointment, any agreements the Company and the City reach covering such matters are contained in this Lease, the Bond Purchase Agreement and in the Performance Agreement, which are the complete and exclusive statements of the agreement between the Company and the City, except as the Company and the City may later agree in writing to modify this Lease and the Performance Agreement. [Remainder of this page intentionally left blank.] -30- 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 By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Lease Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-1 SCHOLASTIC INC., By: Name: Title: Lease Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-2 EXHIBIT A DESCRIPTION OF THE PROJECT SITE The Project Site consists of the real property site upon which the Company's existing facility is located (with a street address of 6336 Algoa Road, Jefferson City, Missouri 65101) where the Project Equipment will be situated and installed. A-1 EXHIBIT B PROJECT EQUIPMENT All items of machinery, equipment and other personal property acquired pursuant to Article IV of this Lease to be installed and used on the Project Site by the Company and paid for, or reimbursed, with Bond proceeds and all additions, replacements, alterations, substitutions thereto now or hereafter effected and specifically designated by the Company. A replacement item may be included by the Company as a part of the Project Equipment under the conditions set forth in this Lease. B-1 EXHIBIT C [FORM OF REQUISITION CERTIFICATE] Requisition No. Date: REQUISITION CERTIFICATE TO: BOKF, N.A., AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF FEBRUARY 1, 2023, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND THE TRUSTEE, AND A LEASE AGREEMENT DATED AS OF FEBRUARY 1, 2023, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND SCHOLASTIC INC. The undersigned Authorized Company Representative hereby states and certifies that (capitalized words and terms used herein shall have the meanings given to such words and terms in the above - referenced Indenture): 1. A total of $ is requested to pay for Project Costs, which may include reimbursement to the Company for payments made by it, and 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 hereto. 2. Set forth on Schedule 2 hereto is a description of the Project Equipment acquired, which is being paid for in whole with Bond proceeds pursuant to this Requisition Certificate. Attached hereto as Exhibit A to this Requisition Certificate is the Bill of Sale transferring said Project Equipment to the City. 3. The items for which payment is requested are or were necessary and appropriate in connection with the purchase and installation of the Project Equipment, have been properly incurred and are a proper charge against the Project Fund, and have been paid by the Company 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, (a) there are no, to the best of our knowledge, outstanding disputed statements for which payment is requested for labor, wages, materials, supplies or services in connection with the acquisition and installation of the Project Equipment which, if unpaid, might become the basis of a vendors', mechanics', laborers' or materialmen's statutory or similar lien upon the Project Equipment or any part thereof; and (b) no part of the several amounts paid or due as stated above has been or is being made the basis for the withdrawal of any moneys from the Project Fund in any previous or pending application for payment made pursuant to said Lease. SCHOLASTIC INC. By: Name: Title: C-1 SCHEDULE 1 TO REQUISITION CERTIFICATE PROJECT COSTS Payee and Address Description Amount C-2 SCHEDULE 2 TO REQUISITION CERTIFICATE PROJECT EQUIPMENT Serial, Identification or Taxable Non -Taxable Cost of Item (Description) Account Number Cost of Equipment Equipment C-3 EXHIBIT A TO REQUISITION CERTIFICATE BILL OF SALE WITNESSETH: With respect to any equipment, machinery or other personal property described in Schedule 2 to this Requisition Certificate and for which Project Costs are disbursed pursuant to this Requisition Certificate, SCHOLASTIC INC., a New York corporation, authorized to do business in the State of Missouri ("Seller"), in consideration of such disbursement, and other good and valuable consideration, the receipt whereof is hereby acknowledged, has hereby BARGAINED and SOLD, such equipment, machinery or other personal property described in Schedule 2 to this Requisition Certificate, and by these presents does now GRANT and CONVEY, unto the CITY OF JEFFERSON, MISSOURI, a home rule charter city and political subdivision organized and existing under the laws of the State of Missouri ("Buyer"), and its successors and assigns, all of its right, title and interest, if any, in and to all machinery, equipment and other personal property described in Schedule 2 to this Requisition Certificate, and such machinery, equipment and other personal property shall constitute a portion of the "Project Equipment" to be installed or located on the "Project Site" as such terms are defined between the Lease Agreement dated as of February 1, 2023, between the Buyer and the Seller. TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns, subject however to the terms of the Lease Agreement and those liens and/or encumbrances as therein set forth. The property is being conveyed "as is," "where is" and "with all faults" as of the date of this Bill of Sale, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability, or any other warranty, express of implied. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed in its corporate name by its duly authorized officer this day of , 20_. SCHOLASTIC, INC., a New York corporation By: Name: Title: C-4 APPENDIX I Form of Performance Agreement [See Document No. 4 in the Transcript] Gilmore & Bell, P.C. Draft vl — January 5, 2023 $44,700,000 (Aggregate Maximum Principal Amount) CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (SCHOLASTIC INC. PROJECT) SERIES 2023 DATED AS OF FEBRUARY 1, 2023 BOND PURCHASE AGREEMENT City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Ladies and Gentlemen: On the basis of the representations and covenants and upon the terms and conditions contained in this Bond Purchase Agreement (the "Bond Purchase Agreement"), Scholastic Inc., a New York corporation (the "Purchaser"), offers to purchase from the City of Jefferson, Missouri (the "City"), the above -referenced series of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023 (the "Bonds"), to be issued by the City, under and pursuant to Ordinance No. [ 1 passed by the City Council of the City on February 6, 2023 (the "Ordinance") and a Trust Indenture dated as of February 1, 2023 (the "Indenture"), by and between the City and BOKF, N.A., Kansas City, Missouri, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 101 of 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 a home rule charter city and municipal corporation duly organized and validly existing under the laws of the State of Missouri. The City is authorized under Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended, and its Charter to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, the Lease, the Performance Agreement and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of financing the Project for the benefit of Scholastic Inc., a New York corporation (the "Company"), and to pay for 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 threatened wherein or whereby any question is raised or may be raised, 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 indebtedness represented by the Bonds or the validity of the Bonds, the Ordinance, the Lease, the Indenture, the Performance Agreement or this Bond Purchase Agreement. (b) The Purchaser represents as follows: (1) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and is in good standing and duly authorized to conduct business in the State of Missouri; (2) 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 organizational 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) 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; and (4) 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 such party as to the statements made therein. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS (a) 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 herein set forth 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. (b) 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) for the Bonds, which amount shall be deposited or deemed deposited in the Project Fund as provided in the Indenture and shall thereafter on the Closing Date immediately be applied to the payment of Project Costs as provided in the Lease. From time to time after the Closing Date as additional Project Costs are incurred, the Purchaser may make additional payments with respect to the Bonds ("Additional Payments") to the Trustee under the Indenture, which Additional Payments shall be deposited or deemed deposited in the Project Fund and applied to the payment of Project Costs; provided that the sum of the Closing Price and all such Additional Payments for the Bonds shall not, in the aggregate, exceed $44,700,000. (c) As used herein, the term "Closing Date" shall mean February 13, 2023, or such other date as shall be mutually agreed upon by the City and the Purchaser; the term "Closing Price" shall mean, with respect to the Bonds, that certain 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 any Project Costs spent by the Company from its own funds on or before the Closing Date, including costs of issuance. -2- (d) The Bonds shall be issued under and secured as provided in the Ordinance and in 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 $44,700,000; provided, that the principal amount of the Bonds outstanding at any time shall be that amount recorded in the official bond registration records of the Trustee, absent manifest error, and further provided that interest shall be payable on the Bonds only on the outstanding principal amount of the Bonds, as more fully provided in the Indenture. (e) The Purchaser agrees to indemnify and hold harmless the City, the Trustee, and any member, officer, official or employee of the City or of the Trustee and any person controlling the Trustee within the meaning of Section 15 of the Securities Act of 1933, as amended (collectively, the "Indemnified Parties"), against any and all losses, claims, damages, liabilities or expenses whatsoever to the extent caused by any violation by the Purchaser of, or failure by the Purchaser to comply with, any federal or state securities laws in connection with the Bonds. (f) In case any action shall be brought against one or more of the Indemnified Parties based upon the foregoing indemnification and in respect of which indemnity may be sought against the Purchaser, the Indemnified Parties shall promptly notify the Purchaser in writing and the Purchaser shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties. The Purchaser shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled with the consent of the Purchaser or if there be a final judgment for the plaintiff in any such action against the Purchaser or any of the Indemnified Parties, with or without the consent of the Purchaser, then provided that the Purchaser was given prompt written notice and the ability to assume the defense thereof as required by this paragraph, the Purchaser agrees to indemnify and hold harmless the Indemnified Parties to the extent provided herein. SECTION 3. CONDITIONS TO THE PURCHASER'S OBLIGATIONS The Purchaser' s obligations hereunder shall be subject to the due performance by the City of the City' s obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the City' s 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 executed copy of the Ordinance, the Trust Indenture, the Performance Agreement, this Bond Purchase Agreement and the Lease 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 threatened 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 indebtedness represented by the Bonds or the validity of the Bonds or any proceedings in relation to the issuance or sale thereof. -3- (c) The Purchaser shall execute a certificate, dated the Closing Date, to the effect that (i) 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 existence or powers of the Purchaser, (ii) 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 under the Lease, the Performance Agreement or this Bond Purchase Agreement (iii) 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 (iv) such other matters as are reasonably requested by the other parties in connection with the issuance of the Bonds. SECTION 4. THE PURCHASER'S RIGHT TO CANCEL The Purchaser shall have the right to cancel its obligation hereunder to purchase the Bonds by notifying the City in writing of its election to make such cancellation at any time prior to the Closing Date. SECTION 5. CONDITIONS OF OBLIGATIONS The obligations of the parties hereto are subject to the receipt of the approving opinion of Gilmore & Bell, P.C., as Bond Counsel to the City (if one is requested), with respect to the validity of the authorization and issuance of the Bonds. SECTION 6. 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 7. PAYMENT OF EXPENSES The Company shall pay all reasonable expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds. To the best of the City's knowledge and belief, the only expenses payable by the Company in connection with the issuance of the Bonds are the following: (1) the legal fees of Gilmore & Bell, P.C., as Bond Counsel to the City, in the amount of $[ ] (which includes the bond counsel fee plus a fee for the preparation of the cost -benefit analysis required by the plan for industrial development), and (2) the Trustee's initial acceptance fee ($1,000.00) and first year's administrative fee ($1,500.00) totaling $2,500.00. SECTION 8. NOTICE Any notice or other communication to be given under this Agreement may be given by mailing or delivering the same in writing to: (a) To the City: City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator Phone: (573) 634-6306 -4- with a copy to: City Counselor City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Phone: (573) 634-6570 (b) To the Trustee: BOKF, N.A. 2405 Grand Boulevard, Suite 840 Kansas City, Missouri 64108 Attention: Corporate Trust Department (c) To the Purchaser: Scholastic Inc. 557 Broadway New York, New York 10012 Attention: Jonathan Feldberg SECTION 9. APPLICABLE LAW; ASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Missouri and may be assigned by the Purchaser upon the terms of Section 13.1 of the Lease. Any such assignee shall agree to be bound by the terms of this Bond Purchase Agreement. SECTION 10. 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 11. EXECUTION OF 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 12. ANTI -DISCRIMINATION AGAINST ISRAEL ACT Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Purchaser certifies that it is not currently engaged in and will 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. -5- Very truly yours, SCHOLASTIC INC., as Purchaser Date of Execution: By: Name: February 13, 2023 Title: Accepted and Agreed to this 13th day of February, 2023. SCHOLASTIC INC., as Company By: Name: Title: Bond Purchase Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-1 Accepted and Agreed to this 13th day of February, 2023. CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Bond Purchase Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-2 Gilmore & Bell, P.C. Draft v2 — January 12, 2023 PERFORMANCE AGREEMENT Dated as of February 1, 2023 BETWEEN CITY OF JEFFERSON, MISSOURI AND SCHOLASTIC INC. Prepared By: Gilmore & Bell, P.C. Kansas City, Missouri PERFORMANCE AGREEMENT THIS PERFORMANCE AGREEMENT, dated as of February 1, 2023 ("Agreement") from time to time amended and supplemented in accordance with the provisions hereof, is between CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri (the "City"), and SCHOLASTIC INC., a corporation organized and existing under the laws of the State of New York and authorized to do business in the State of Missouri (the "Company"). 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, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in Section 100.010 of the Revised Statutes of Missouri, as amended) and 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, research and development, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable. 2. The City Council of the City adopted Resolution No. RS2022-32 on October 17, 2022, expressing the official intent of the City to issue industrial development revenue bonds under the Act to finance an economic development project for the Company (the "Project"), consisting of acquiring and installing new machinery, equipment and other personal property (the "Project Equipment" as more fully described on Exhibit A hereto) to be installed at the Company's existing facility located at 6336 Algoa Road in the City (the "Project Site" as more fully described on Exhibit A hereto). 3. Following notice to the affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the City Council of the City adopted Ordinance No. [ 1 on February 6, 2023 (the "Ordinance"), (a) approving a plan for the Company's Project (the "Chapter 100 Plan") and (b) authorizing the issuance of Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project), Series 2023, in the maximum aggregate principal amount of $44,700,000 (the "Bonds"), to pay the costs of the Project. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) the Trust Indenture dated as of February 1, 2023 (the "Indenture"), between the City and BOKF, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) the Lease Agreement dated as of February 1, 2023 (the "Lease"), with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) this Agreement, between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. Pursuant to the foregoing, the City desires to enter into this Agreement with the Company for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment in consideration of the purchase and installation of the Project Equipment at the direction of the Company as more fully described in the Lease. NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the City and the Company hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to the capitalized words and terms defined elsewhere in this Agreement and the capitalized words and terms defined in Section 101 of the Indenture and Section 1.1 of the Lease, which definitions are hereby incorporated herein by reference, the following capitalized words and terms as used in this Agreement shall have the following meanings: "Additional Jobs PILOT Payment" means any additional payment in lieu of taxes (in addition to the Base PILOT Payments set forth Section 3.2 hereof) as further described in Section 3.3 hereof. "Agreement" means this Performance Agreement dated as of February 1, 2023, between the City and the Company, as from time to time amended and supplemented in accordance with the provisions hereof. "Annual Compliance Report" means the Annual Compliance Report reflecting the number of Jobs the Company maintains at the Project Site as of each Test Date that is required to be filed with the City in accordance with Section 3.3 hereof, a form of which is attached hereto as Exhibit B. "Base PILOT Payment" means the payments in lieu of taxes described in Section 3.2 hereof. "County" means Cole County, Missouri. "County Assessor" means the Assessor of Cole County, Missouri. "Event of Default" means any Event of Default as provided in Section 6.1 hereof. "Job" means a full-time equivalent position with the Company that is filled by a worker who is employed at the Project Site, which for purposes of the calculating the Jobs as required by Section 3.3 hereof shall include the Company's facilities located in the City at the following street addresses: 6336 Algoa Road, Jefferson City, Missouri 65101; 2931 E McCarty, Jefferson City, Missouri 65101; and 3030 Robinson Road, Jefferson City, Missouri 65101, scheduled to work not less than 37.5 hours per week and is eligible to receive normal full-time employee benefits offered by the Company. Positions filled by workers who are not directly employed by the Company do not qualify as "Jobs" for purposes of this definition. "PILOT Payments" means, collectively, the Base PILOT Payments as described in Section 3.2 hereof and any Additional Jobs PILOT Payments as described in Section 3.3 hereof. "Project" means the acquisition and installation of the Project Equipment. "Project Equipment" means all items of machinery, equipment or other personal property acquired and installed on the Project Site, the costs of which will be paid in whole or in part, or for which the Company will be reimbursed, in whole or in part, from the proceeds of the sale of the Bonds. -2- "Project Site" means all of the real estate and facilities located thereon described in Exhibit A attached hereto and by this reference made a part hereof where the Project Equipment will be installed. For purposes of calculating the Jobs as required in Section 3.3 hereof, the term "Project Site" shall include the Company's facilities located in the City with the following street addresses: 6336 Algoa Road, Jefferson City, Missouri 65101; 2931 E McCarty, Jefferson City, Missouri 65101; and 3030 Robinson Road, Jefferson City, Missouri 65101. "Test Date" means October 31 of each year, beginning October 31, 2024 and ending on October 31, 2035. ARTICLE II ISSUANCE OF BONDS Section 2.1. Issuance of the Bonds. As described herein, the City intends to issue the Bonds (to be purchased by the Company) under the Act for the purpose of paying (or reimbursing) all or a portion of the Project Costs (as defined in the Indenture). In connection with the issuance of the Bonds, the City will acquire title to the Project Equipment from the Company in accordance with the terms of the Lease and this Agreement. ARTICLE III PERSONAL PROPERTY TAX EXEMPTION; PAYMENTS IN LIEU OF TAXES Section 3.1. Personal Property Tax Exemption. (a) The City expects the Project Equipment to be exempt from ad valorem personal property taxation from and after January 1 of the year following the City's acquisition thereof and continuing so long as the City owns title to such Project Equipment. The first year of the exemption period shall begin on January 1, 2024. Notwithstanding any other provision of this Agreement to the contrary, the last year of such personal property tax exemption period shall begin on January 1, 2035 and end on December 31, 2035. (b) The Company covenants and agrees that, during each year the Project Equipment is exempt from ad valorem personal property taxes by reason of the City owning title to the Project Equipment, the Company will make annual Base PILOT Payments to the City in such amounts as described in Section 3.2 of this Agreement relating to the Project Equipment. Each Base PILOT Payment required to be paid under Section 3.2 of this Agreement, together with any Additional Jobs PILOT Payment required to be paid under Section 3.3 of this Agreement, are collectively referred to herein as a "PILOT Payment". The City and the Company hereby agree that the personal property tax abatement provided by this Agreement, and the Company's obligation to pay any PILOT Payment, shall only apply to machinery, equipment or other personal property financed with proceeds of the Bonds (i.e., machinery, equipment and other personal property constituting a part of the Project Equipment) and shall not apply to any machinery, equipment or other personal property not financed with the proceeds of the Bonds. -3- Section 3.2. Payments in Lieu of Taxes. (a) It is expected that the Company will acquire the Project Equipment with proceeds of the Bonds (either directly or by reimbursement of the Company) and deliver portions of the Project Equipment to the Project Site during calendar years ending December 31, 2023, 2024 and 2025. The anticipated cost of the investments in the Project Equipment to be acquired or reimbursed with proceeds of the Bonds and delivered to the Project Site in calendar years 2023, 2024 and 2025 is reflected in the table below: Year Project Equipment Acquired and Delivered to Project Site Anticipated Cost of Project Equipment 2023 $8,500,000 2024 17,230,000 2025 18,800,000 (b) The Company and the City agree that each portion of the Project Equipment will be exempt from ad valorem personal property taxes for a period not exceeding ten (10) years, which 10 -year period of personal property tax abatement will begin the year in which the applicable portion of the Project Equipment would have first been subject to personal property taxation under Missouri law absent the City's ownership of such Project Equipment; however, in no event will the personal property tax abatement period for any portion of the Project Equipment extend beyond the calendar year ending December 31, 2035. Therefore, the 10 -year personal property tax abatement period for each portion of the Project Equipment will be as follows: (1) for the portion of the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2023, the 10 -year period of personal property tax abatement will be from calendar year 2024 through calendar year 2033; (2) for the portion of the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2024, the 10 -year period of personal property tax abatement will be from calendar year 2025 through calendar year 2034; and (3) for the portion of the Project Equipment expected to be acquired and delivered to the Project Site during calendar year ending December 31, 2025, the 10 -year period of personal property tax abatement will be from calendar year 2026 through calendar year 2035. (c) Under the Lease, the City will own and have title to all of the equipment, machinery and other personal property comprising the Project Equipment throughout the Lease Term; as a result, the equipment, machinery and other personal property comprising the Project Equipment would otherwise be exempt from ad valorem personal property taxes during the entire Lease Term (which Lease Term will end not later than December 31, 2035) due to the City's ownership of such Project Equipment. However, pursuant to this Section 3.2(c), the Company agrees that it shall make a Base PILOT Payment to the City (or to the County if so directed by the City) on or before December 31 of each year, commencing December 31, 2024 (for the portion of the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2023), in an amount equal to the applicable "Percentage of Base PILOT Payment" reflected in the table below multiplied by the amount of ad valorem personal property taxes which would have been due with respect to the applicable portion of the Project Equipment had the Project Equipment not been exempt from such personal property taxes due to the City's ownership thereof: -4- Project Equipment Acquired and Delivered During Calendar Year Ending December 31 Tax Abatement Period in Years Calendar Years of Personal Property Tax Abatement Percentage of Base PILOT Payment 2023 1 through 10 2024-2033 50% 2023 -- 2034 and after 100%(') 2024 1 through 10 2025-2034 50% 2024 -- 2035 and after 100%(2) _ 2025 1 through 10 2026-2035 50% 2025 -- 2036 and after 100% (1) (2) For equipment, machinery and other personal property comprising the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2023, the last year of the 10 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2033. Under the Lease, it is expected the City will own all portions of the Project Equipment and lease all portions of the Project Equipment to the Company until calendar year ending December 31, 2035; therefore, in calendar years 2034 and 2035, the Company will be required to pay a Base PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment originally acquired and delivered to the Project Site in 2023. For equipment, machinery and other personal property comprising the Project Equipment acquired and delivered to the Project Site during calendar year ending December 31, 2024, the last year of the 10 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2034. Under the Lease, it is expected the City will own all portions of the Project Equipment and lease all portions of the Project Equipment to the Company until calendar year ending December 31, 2035; therefore, in calendar year 2035, the Company will be required to pay a Base PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment originally acquired and delivered to the Project Site in 2024. (d) Pursuant to Section 11.4 of the Lease, the Company shall exercise its option to purchase the Project Equipment no later than December 31, 2035. If title to the Project Equipment has not been transferred by the City to the Company before January 1, 2036, then by not later than December 31, 2036, and not later than December 31 of each year thereafter until title to the Project Equipment is transferred to the Company, the Company shall pay to the City (or to the County at the direction of the City) a Base PILOT Payment equal to 100% of the personal property taxes that would otherwise be due on the Project Equipment, but for the City's ownership thereof. (e) The City and the Company expect the County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project Equipment in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project Equipment were in the name of the Company and not the City. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor, on or before March 1 of each year or such other date on which personal property declarations are required by State law to be made, a report that includes the following information: (1) a list of equipment, machinery and other personal property comprising the Project Equipment and the cost thereof, in form and content consistent with the personal property declarations that the Company makes with respect to other personal property located at the Project Site; and (2) such other information as the County Assessor may reasonably require to complete the assessment of the Project Equipment. -5- The itemization of the Project Equipment shall be consistent with the information provided by the Company to the City and the Trustee under Section 4.2 of the Lease and shall be of sufficient specificity so as to enable the appropriate City and County officials to determine which personal property as reported on the annual personal property declaration constitutes Project Equipment (and therefore is owned by the City) and which personal property does not constitute Project Equipment (and therefore is owned by the Company). (f) The County Assessor shall notify the City and the Company of the assessed valuation of the Project Equipment in writing. Section 3.3. Adjustment of Payments In Lieu of Taxes for Failure to Maintain Certain Level of Jobs at Project Site. (a) As of the date of this Agreement, the City and Company agree that the Company currently maintains 919 Jobs at the Project Site, and the Company covenants and agrees to maintain at least 90% (or 827) of said Jobs the Company currently maintains at the Project Site for so long as the personal property tax abatement described in this Agreement is in effect. The Company will calculate the total number of Jobs maintained at the Project Site as of October 31 each year (each a "Test Date"), commencing with October 31, 2024, and ending with October 31, 2035, as follows: • The total number of Jobs at the Project Site will be measured by determining the actual number of Jobs on that last day of each month on each of the immediately preceding 12 months ending on each Test Date (i.e., the last day of each month of November 30 through the following applicable October 31 Test Date) and then dividing the sum of the actual number of Jobs on the last day of each respective month by twelve (12) to get the twelve (12) -month average number of Jobs. (b) If the Company fails to maintain at least 827 Jobs at the Project Site as of a particular Test Date (i.e., October 31, 2024 through October 31, 2035) as certified by the Company to the City and an officer of Jefferson City Regional Economic Partnership (who will be assisting the City monitoring compliance with Section 3.3 of this Agreement) in the Annual Compliance Report described in subsection (c) of this Section 3.3, the Company shall pay an Additional Jobs PILOT Payment, which will be in addition to the Base PILOT Payment required to be paid by the Company set forth in Section 3.2 of this Agreement, to the City on or before December 31 of the calendar year in which the Test Date evidencing the failure to meet the Jobs requirement occurs. The Additional Jobs PILOT Payment will be in an amount equal to the formula percentage calculated below (the "Jobs PILOT %") multiplied by the amount of ad valorem personal property taxes which would have been due with respect to the Project Equipment had the Project Equipment not been exempt from such personal property taxes due to the City's ownership thereof: When the Percentage of the Base PILOT is 50%: Jobs PILOT % .50 - (.50 X Actual Number of Jobs 827 Jobs PILOT % x B = Additional Jobs PILOT Payment B = 100% of ad valorem personal property taxes that would have otherwise been required to be paid by the Company with respect to the Project Equipment but for the City's ownership of such Project Equipment -6- (c) The Company shall annually file with the City and Jefferson City Regional Economic Partnership (who will be assisting the City with monitoring the Company's compliance with this Section 3.3), commencing on November 15, 2024, and continuing on each November 15 thereafter while this Agreement remains in effect, an Annual Compliance Report in the form attached hereto as Exhibit B. The Company also agrees to provide reasonable access to its payroll records for purposes of verifying the number of Jobs, subject to such limitations as the Company determines to be necessary to maintain the privacy of the payroll information of individuals and to comply with all of the Company's legal obligations with respect to the privacy of the payroll information of individuals. (d) The calculations set forth in this Section 3.3 shall be performed as of each Test Date, with any resulting Additional Jobs PILOT Payment due as a result of such calculation to be applicable for the calendar year in which such Test Date occurs. In no event shall the Additional Jobs PILOT Payment pursuant to this Section 3.3, when added to the Base PILOT Payment calculated pursuant to Section 3.2 of this Agreement, exceed 100% of the actual ad valorem personal property taxes that would have otherwise been payable on the Project Equipment, but for the City's ownership thereof, for the given year. Section 3.4. Distribution of PILOTS. Within 30 days of the date of receipt of each PILOT Payment, the City Clerk, or other designated billing/collection agent, shall distribute each PILOT Payment, after reduction for the administrative costs of the City as provided by Section 3.5 hereof, among the taxing jurisdictions in proportion to the amount of personal property taxes which would have been paid in each year had the Project Equipment not been exempt from ad valorem personal property taxation pursuant to this Agreement and the City's ownership of the Project Equipment. Section 3.5. Obligation of City to Effect Personal Property Tax Abatement. The City agrees to take all actions within its control to obtain and/or maintain in effect the personal property tax exemption referred to in Section 3.1 hereof, including any filing required with any governmental authorities; provided, however, the City shall not be liable for any failure of the County or any other governmental taxing authority to recognize the personal property tax exemption provided herein, and the City shall not be required to file litigation to effect the personal property tax exemption. The City covenants that it will not voluntarily take any action intended to cause or induce the levy or assessment of ad valorem personal property taxes on the Project Equipment. If such a levy or assessment should occur, the City shall, at the Company's request and at the expense of the Company, cooperate with the Company in all reasonable ways to prevent and/or remove any levy or assessment against the Project Equipment. Section 3.6. Administration Costs. Under Section 100.050 of the Act, the City may require the Company to reimburse the City for its actual costs of issuing the Bonds and administering the Chapter 100 Plan including costs associated with this Agreement in an amount no greater than $1,000.00 per year. The City will provide a statement for such costs to the Company not later than November 15t'' of each year, and the Company will reimburse the City for its costs on or before December 31St of each year continuing until December 31St of the year in which this Agreement expires or is terminated. Section 3.7. Other Property Taxes In Connection with the Project Equipment. The personal property tax exemption provided by the City's ownership of the Project Equipment is expected to apply to all interests in the Project Equipment during the period the Project Equipment is owned by the City. If any ad valorem personal property taxes are levied by or on behalf of any taxing jurisdiction against any interest in the Project Equipment during the period the City owns the Project Equipment (including, without limitation, any ad valorem personal property taxes levied against the Company's rights in the Lease), the amount of ad valorem personal property tax payments related to such levy or levies which are paid by the Company and received by the City (or County) shall be credited against and reduce on a pro -7- rata basis the amount of the PILOT Payments the Company is obligated to pay pursuant to this Agreement. The Company shall be responsible for any personal property taxes related to any interest in the Project Equipment or other personal property, equipment or machinery located on the Project Site which the Company owns in its own name or granted to the Company other than pursuant to the Lease. Section 3.8. Sales Tax Exemption for Certain Personal Property Approved by the Missouri Department of Economic Development. (a) The City recognizes that the Company has applied to the Missouri Department of Economic Development ("DED") for certification of the extent to which certain personal property constitutes eligible tangible personal property for purposes of exemption from sales and use tax. The City will cooperate with the Company and take reasonable efforts to facilitate the exemption of such personal property as is approved by DED (the "DED Approved Personal Property"). Upon receipt by the City of a conditional approval letter from DED (and proof that the Company has provided its tax clearance letter to the Missouri Department of Revenue and has complied with any other requirements of the conditional approval letter), the City will provide the Company with a project exemption certificate for the DED Approved Personal Property. Such project exemption certificate shall not be used by the Company in connection with the acquisition of any Project Equipment or other personal property other than the DED Approved Personal Property, as approved in the DED conditional approval letter. (b) Upon a determination by the Missouri Department of Revenue that any purchase made by the Company using a project exemption certificate described in subsection (a) above was not exempt from sales or use tax, the Company shall pay to the Missouri Department of Revenue all sales or use taxes so determined to be due (whether by virtue of failure of the Company to comply with the terms of this Agreement or the procedures and requirements of DED or otherwise). The Company shall indemnify and defend the City and its respective officers, employees and agents against and from any and all causes of action or actions in law or equity, liens, claims damages, loss, costs or expenses of any nature whatsoever by any person or entity, arising out of the City's furnishing of the project exemption certificates to or at the request of the Company or its affiliates. There shall be no reduction in PILOT Payments for any sales or use taxes paid by the Company in connection with the Project. Section 3.9. Credits for Certain Tax Payments. Nothing in this Agreement shall be construed to require the Company to make duplicate tax payments. The Company shall receive a credit hereunder to such extent it has made any payment for ad valorem personal property taxes on the Project Equipment to the City. Section 3.10. Company's Right To Protest Taxes. Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement shall be construed to limit or in any way restrict the availability of any provision of State law which confers upon the Company the right to appeal, protest or otherwise contest any property tax valuation, assessment, classification or any portion thereof on behalf of or in the City's name following written notice to the City from the Company, but solely at the Company's expense. Section 3.11. PILOT Payments Following Cessation of Operations at the Project Site. If for any reason the Company completely vacates, abandons or ceases operations at the Project Site during the term of this Agreement, and fails to exercise its option to purchase the Project Equipment within 90 days after such vacancy, abandonment or cessation of operations, the Company shall make a PILOT Payment to the City (to be distributed as provided in Section 3.4 hereof) equal to 100% of the ad valorem personal property taxes that would otherwise be payable to each taxing jurisdiction if the Project Equipment was not owned by the City. Such PILOT Payment shall be made on or before December 31 in the year in which the Company first ceases operations at the Project Site and on each December 31 thereafter for each year -8- in which the Project Equipment is, on January 1 of such year, still titled in the name of the City, and the Company has ceased operations at the Project Site. Section 3.12. No Abatement on Special Assessments, Licenses or Fees. The City and the Company hereby agree that the personal property tax exemptions described in this Agreement shall not apply to special assessments and shall not serve to reduce or eliminate any other licenses or fees owing to the City or any other taxing jurisdiction with respect to the Project Equipment. The Company hereby agrees to make payments with respect to all special assessments, licenses and fees which would otherwise be due with respect to the Project Equipment if such Project Equipment was not owned by the City. Section 3.13. No Abatement on Real Property. The City and the Company hereby agree that the personal property tax exemptions described in this Agreement shall not apply to any real property owned by the Company. ARTICLE IV COVENANTS, REPRESENTATIONS AND AGREEMENTS OF THE COMPANY Section 4.1. Inspection. The Company agrees that the City and its duly authorized agents shall have the right at reasonable times (during business hours), subject to at least 48 hours advance notice and to the Company's usual business proprietary, safety and security requirements, to enter upon the Project Site to examine and inspect the Project Equipment and the records of the Company which demonstrate compliance with this Agreement. Section 4.2. Compliance with Laws. To the best of the Company's knowledge, the Project Equipment is and will be in material compliance with all applicable federal, State and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Project Equipment, including environmental laws, subject to all applicable rights of the Company to contest the same. Section 4.3. Purchase, Installation and Operation. The Project Equipment will be purchased, installed and operated in a manner that is consistent with the description of the Project Equipment contained in this Agreement and in the Lease. In the event the Project Equipment purchased and installed is materially inconsistent with the description of the Project Equipment contained herein and in the presentation to the City Council of the City, the City reserves the right to declare an Event of Default in accordance with Section 6.1 hereof. Section 4.4. Indemnification. The Company shall indemnify and save and hold harmless the City and the County Assessor from and against all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project Site or the Project Equipment, as applicable, during the term of the Lease, and against and from all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, arising during the term of the Lease from any event described in Section 10.5 of the Lease to the extent and subject to the limitations provided therein. Section 4.5. Costs of Issuance of the Bonds. The Company agrees to pay on the date of the initial issuance of the Bonds, all costs of issuance incurred in connection therewith, provided that a closing memorandum detailing all costs of issuance is provided to the Company for review at least two Business Days prior to the initial issuance of the Bonds. -9- ARTICLE V SALE AND ASSIGNMENT The benefits granted by the City to the Company pursuant to this Agreement shall belong solely to the Company, and such benefits shall not be transferred, assigned, pledged or in any other manner hypothecated, except as provided in Section 13.1 of the Lease. ARTICLE VI DEFAULT AND REMEDIES Section 6.1. 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 hereunder: (a) the Company fails to make any PILOT Payments required to be paid hereunder within 10 days after written notice and demand given by the City; (b) The occurrence and continuance of an Event of Default by the Company under the Lease following any applicable notice and grace period provided therein; (c) the Company shall fail to perform any of its obligations hereunder for a period of 60 days (or such longer period as the City and the Company may agree in writing) following written notice to the Company from the City of such failure which notice shall include a specific description of the Company's failure hereunder; provided however, that if such failure is not subject to cure within such 60 days, such failure shall not constitute an Event of Default hereunder if the Company initiates action to cure such default and pursues such action diligently; or (d) any representation of the Company contained herein proves to be materially false or erroneous and is not corrected or brought into compliance within 60 days (or such longer period as the City and the Company may agree in writing) after the City has given written notice to the Company specifying the false or erroneous representation and requiring it to be remedied; provided, however, that if such matter is not subject to cure within such 60 days after such notice, it shall not constitute and Event of Default hereunder if the Company initiates action to cure the default within such 60 days after such notice and pursues such action diligently. Section 6.2. Remedies on Default. Upon an Event of Default hereunder, this Agreement may be terminated by written notice to the Company from the City. Upon such termination, the Company shall make a PILOT Payment to the City equal to the pro rata amount of ad valorem personal property taxes that would be due for the remaining portion of the year assuming the Project Equipment was placed on the tax rolls effective on the date of termination through December 31; provided, however, the PILOT Payments following cessation of operations shall be governed by Section 3.11; and provided further, the Company shall receive a credit for all PILOT Payments made pursuant to Section 3.2 hereof and such credit shall reduce the amount of any payments due under this Section. Section 6.3. Payments on Defaulted Amounts. Any PILOT Payments due hereunder which are not paid when due shall be subject to penalties imposed by State law on overdue ad valorem personal property taxes from the date such payment was first due. -10- Section 6.4. Enforcement. In addition to the remedies specified in Section 6.2, upon the occurrence of an Event of Default, the City or any taxing jurisdictions that would benefit from the PILOT Payments provided for in this Agreement may bring an action for specific performance to enforce such payments. Section 6.5. Failure of the City to Perform its Obligations. In the event the City shall fail to perform any of its obligations hereunder for (a) a period of 60 days (or such longer period as the Company and the City may agree in writing) following written notice to the City from the Company of such failure which notice shall include a specific description of the City's failure hereunder, or (b) if such failure is not subject to cure within such 60 days, the City shall have failed to initiate action to cure such default and shall pursue such action diligently; the Company may declare that the City is in default under this Agreement and may pursue any legal remedy available to it to enforce this Agreement. ARTICLE VII TERM OF AGREEMENT Section 7.1. Term of Agreement. This Agreement shall become effective upon execution, and subject to earlier termination pursuant to the provisions of this Agreement (including particularly the following sentence and Article VI hereof), shall terminate on December 31, 2035. This Agreement shall automatically terminate upon the earlier to occur of the following: (a) the payment in full of the Bonds (or any bonds issued to refund the Bonds) and the payment of all amounts due under this Agreement; (b) the expiration of the Lease Term set forth in Section 3.2 of the Lease; or (c) the occurrence and continuance of an uncured Event of Default and the subsequent termination of this Agreement pursuant to the provisions of the Lease and this Agreement. Section 7.2 Payments in Final Year. The foregoing provisions of Section 7.1 shall not relieve the Company of its obligation to make any PILOT Payments owing during the year in which the Bonds are paid in full, to the extent the Company receives the ad valorem personal property tax abatement contemplated for that year and such PILOT Payment is due under this Agreement. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1. Severability. If for any reason any provision of this Agreement shall be determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby. Section 8.2. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri. Section 8.3. Execution in Counterparts. This Agreement may be executed simultaneously 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. -11- Section 8.4. Waiver. The City and the Company acknowledge and agree that the amounts payable hereunder shall constitute payments due the City under the Lease executed in connection with the Bonds. The Company shall not be entitled to any extension of payment of such amounts as a result of a filing by or against the Company in any bankruptcy court. Section 8.5. Entire Agreement. This Agreement, together with the Lease, the Indenture and any other documents entered into of even date herewith in connection with the issuance of the Bonds, constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall not be modified except by written agreement signed on behalf of the parties hereto by their duly authorized representatives. Section 8.6. Electronic Transactions. 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 8.7. Notices. All notices, certificates or other communications required or desired to be given hereunder shall be given in the manner specified in the Indenture. Section 8.8. Employee Verification. The Company will comply with and satisfy the requirements of Section 285.530.2, RSMo., as amended, which requires (a) any business entity receiving tax abatement to, by sworn affidavit and provision of documentation, annually affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the business entity receiving tax abatement, and (b) every such business entity to annually sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the entity receiving tax abatement. The Company shall provide such affidavits and documentation to the City Clerk on or before November 15 of each year during the term of this Agreement, beginning November 15, 2023, and also upon execution of this Agreement. Section 8.9. Complete Agreement. The Company and the City understand that oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Company and the City from misunderstanding or disappointment, any agreements the Company and the City reach covering such matters are contained in this Agreement and in the Lease, which are the complete and exclusive statements of the agreement between the Company and the City, except as the Company and the City may later agree in writing to modify this Agreement and the Lease. Section 8.10. Anti -Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Company 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. -12- Section 8.11. Date of Performance Agreement. The dating of this Agreement as of February 1, 2023, is intended as and for the convenient identification of this Agreement only and is not intended to indicate that this Agreement was executed and delivered on said date, this Agreement being executed and delivered and becoming effective simultaneously with the initial issuance of the Bonds. [Remainder of this page intentionally left blank.] -13- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective corporate names, all as of the date first above written. CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Performance Agreement City of Jefferson Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-1 SCHOLASTIC INC., a New York corporation By: Name: Title: Performance Agreement City of Jefferson Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-2 ACKNOWLEDGMENT AND AGREEMENT The County Assessor of Cole County, Missouri, acknowledges receipt of this Agreement and agrees to perform the duties imposed on the County Assessor by Article III of this Agreement. OFFICE OF COLE COUNTY, MISSOURI ASSESSOR By: Name: Christopher Estes Title: County Assessor Performance Agreement City of Jefferson Taxable Industrial Development Revenue Bonds (Scholastic Inc. Project) Series 2023 S-3 EXHIBIT A DESCRIPTION OF THE PROJECT EQUIPMENT All items of machinery, equipment and other personal property acquired pursuant to Article IV of the Lease to be installed and used on the Project Site by the Company and paid for, or reimbursed, with Bond proceeds and all additions, replacements, alterations, substitutions thereto now or hereafter effected and specifically designated by the Company. A replacement item may be included by the Company as a part of the Project Equipment under the conditions set forth in the Lease. DESCRIPTION OF THE PROJECT SITE The Project Site consists of the real property site upon which the Company's existing facility is located (with a street address of 6336 Algoa Road, Jefferson City, Missouri 65101) where the Project Equipment will be situated and installed. Exhibit A - 1 EXHIBIT B ANNUAL COMPLIANCE REPORT Date: November , 20 To: City of Jefferson, Missouri 302 E. McCarty Street Jefferson City, Missouri 65101 Jefferson City Regional Economic Partnership 630 Bolivar Street, Suite 202 Jefferson City, Missouri 65101 Attention: Missy Bonnot Email: missybonnot@jcrep.org A. COMPANY INFORMATION (SCHOLASTIC INC.) Name: Address: City: State: Zip Code: Contact: Telephone: Title: Email: [Remainder of this page intentionally left blank.] Exhibit B - 1 B. EMPLOYMENT INFORMATION. The number of total "Jobs" maintained by the Company at the Project Site (which includes the Company's facilities located at: 6336 Algoa Road, Jefferson City, Missouri 65101; 2931 E McCarty, Jefferson City, Missouri 65101; and 3030 Robinson Road, Jefferson City, Missouri 65101) on the last day of each of the immediately preceding 12 months ending on October 31, 20_ (the October 31St prior to this Report) is set forth in the table on below in the column labeled "Total Jobs." The 12 -month average of the actual number of "Jobs," which is calculated in accordance with the Performance Agreement dated as of February 1, 2023, between the Company and the City (the "Performance Agreement"), maintained by the Company at the Project Site was as set forth below in the row labeled "12 -Month Average of Jobs." According to Section 3.3 of the Performance Agreement, the Company is required to maintain at least 827 Jobs Total Jobs November December January February March April May June July August September October 12 -Month Average of Jobs: (1) (1) This 12 -month average of the actual number of "Jobs" should be equal to or greater than 827 because the Company is required to maintain at least 827 Jobs at the Project Site in accordance with Section 3.3 of the Performance Agreement. Attached is a copy of a report verifying the above calculation containing at a minimum the following information for each Job: 1. Name or Other Employee Identification Information. 2. Hire Date. 3. Termination Date. Exhibit B - 1 C. CERTIFICATION. The undersigned hereby represents and certifies that, to the best knowledge and belief of the undersigned, this Annual Compliance Report contains no information or data, contained herein or in the exhibits or attachments, that is false or incorrect in any material respect. Dated this day of Signature: Name: Title: Exhibit B - 1 BILL SUMMARY BILL NO: 2022-090 SPONSOR: Councilmember Wiseman SUBJECT: Amending Chapter 16, Article III, Section 16-31 of the City Code Related to the Commission on Human Relations, Structure of Commission; Quorum; Compensation DATE INTRODUCED: January 3, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: Amends the residency requirements for members of the Human Relations Commission by allowing up to two members to be non-residents of the City of Jefferson. Origin of Request: Mayor Tergin Department Responsible: Human Resources PERSON RESPONSIBLE: GAIL STROPE Background Information: Currently, Article III of the City Code states at least 8 of the 9 members of the Human Relations Commission must be residents of the City. This change will require at least 7 of the members of the Commission to be residents of the City. This will assist in filling the current vacancies. Fiscal Information: Passing of this ordinance will have no fiscal impact. BILL NO. 2022-090 SPONSORED BY Councilmember Wiseman ORDINANCE NO. AN ORDINANCE AMENDING CHAPTER 16, ARTICLE III, SECTION 16-31 OF THE CITY CODE RELATED TO THE COMMISSION ON HUMAN RELATIONS - STRUCTURE OF COMMISSION; QUORUM; COMPENSATION. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1: Chapter 16, Article III (City of Jefferson Commission on Human Relations) of the City Code is hereby amended by amending Section 16-31 (Structure of Commission, Quorum, Compensation) to read as follows: A. The Commission shall consist of nine members ‘vho shall serve without compensation. and who shall be broadly representative of the religious. racial. educational. labor. civic. commercial, management. ethnic. and governmental groups of the community. All members of the Commission shall be appointed by the Mayor and approved by the Council. The Mayor. V%.ith a majority vote of the City Council. may remove any member of the Commission for failure or inability to attend meetings, or for other good cause shown. Of the nine members. three members shall he appointed for a term of one year. three others shall be appointed for a term of two years, and three others shall be appointed for a term of three years. Thereafter, at the end of the first term of each of such members of the Commission the terms of appointment shall be for three years each. provided. however. that all members shall continue in office until their successors shall have been appointed and qualified. In the event of the death or resignation of any member, a successor shall be appointed to serve for the unexpired term. The provisions of section 7-5 notwithstanding, at least eight seven of the members shall be residents of the City, but all non -City residents shall he residents of Cole County. 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 rney RESOLUTION SUMMARY RESOLUTION NO: RS2022-42 SPONSOR: Councilmember Fitzwater SUBJECT: Amending and Adopting the Citizen Participation Plan for U.S. Department of Housing and Urban Development Programs DATE INTRODUCED: February 6, 2023 DEPARTMENT DIRECTOR(S): CITY ADMINISTRATOR: Staff Recommendation: Approve. Summary: Amends and adopts the Citizen Participation Plan for U.S. Department of Housing and Urban Development (HUD) Programs. The Citizen Participation Plan was developed in accordance to 24 CFR 91.105. The previous Citizen Participation Plan was adopted in 2003. Origin of Request: Department of Planning and Protective Services / Neighborhood Services Division Department Responsible: Department of Planning & Protective Services PERSON RESPONSIBLE: SONNY SANDERS /Anne Stratman Background Information: The City of Jefferson is required to adopt a citizen participation plan that sets forth the City's policies and procedures for citizen participation. The Citizen Participation Plan was developed in accordance with the requirements listed in 24 CFR Part 91.105. The Citizen Participation Plan was originally adopted in 2003 and subsequently amended in 2017 to accommodate a Final Rule at 24 CFR Part 5 regarding a grantee's obligation to Affirmatively Further Fair Housing (AFFH). The Citizen Participation Plan is currently being amended to accommodate updated requirements in accordance with 24 CFR Part 91.105. A public hearing was held on December 6, 2022, in the Council Chambers at 4:00 P.M. to discuss the changes to the existing Citizen Participation Plan. Comments regarding the Citizen Participation Plan were accepted through January 9, 2023. Fiscal Information: No fiscal impacts are anticipated. RESOLUTION RS2022-42 Sponsor: Councilmember Fitzwater A RESOLUTION OF THE CITY OF JEFFERSON, MISSOURI AMENDING AND ADOPTING THE CITIZEN PARTICIPATION PLAN FOR U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PROGRAMS WHEREAS, the City of Jefferson is designated an Entitlement Community and declared eligible for Community Development Block Grant (CDBG) funding from the Department of Housing and Urban Development (HUD); and WHEREAS, the City of Jefferson's Citizen Participation Plan was previously adopted in 2003; and WHEREAS, the City of Jefferson's Citizen Participation Plan was previously amended in 2017 to accommodate a Final Rule at 24 CFR Part 5 regarding a grantee's obligation to Affirmatively Further Fair Housing (AFFH); and WHEREAS, the City of Jefferson's Citizen Participation Plan is being amended to accommodate updated requirements in accordance with 24 CFR Part 91.105. NOW THEREFORE, BE IT RESOLVED by the Council of the City of Jefferson, Missouri as follows: Section 1. The City of Jefferson's Citizen Participation Plan is amended and approved, as attached hereto, as Exhibit A. Adopted this 6th day of February, 2023 Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City Clerk City Atto/ney COMMUNITY DEVELOPMENT BLOCK GRANT CITY OF JEFFERSON CITIZEN PARTICIPATION PLAN TABLE OF CONTENTS 1. Background 4 2. Purpose of the Citizen Participation Plan - Introduction 4 Definitions: 6 3. Citizen Participation Process 7 Public Hearings 7 Non-English speaking and Disabled Residents 8 Response to Citizen Comments 8 4. Public Review/Comment on the Adoption of, or Amendments to, the Citizen Participation Plan 8 Public Notice Requirement and Comment Period 8 Public Review 9 Public Comments 9 Public Hearing Location. 9 5. Consultation for the Consolidated Plan and Annual Action Plan 9 6. Development of the Annual Action Plan (and/or Five -Year Consolidated Plan) 9 Public Notice Requirement and Comment Period 10 Public Review 10 Public Comments 10 Public Hearing Location 10 7. Criteria and Procedures for Amendments and/or Substantial Amendments to Action Plans and/or the Five -Year Consolidated Plan 11 Public Notice Requirement and Comment Period. 11 Public Review 11 Public Comments 11 Public Hearing Location. 12 8. Provisions for Declared Disasters and State of Emergency 12 COVID-19 Relief Funds 13 9. Consolidated Annual Performance Evaluation Report (CAPER) 13 Public Notice Requirement and Comment Period. 13 Public Review 13 Public Comments 14 Public Hearing Location. 14 2 10. Development of the Affirmatively Furthering Fair Housing Plan 14 Public Notice Requirement and Comment Period. 14 Public Review 14 Public Comments 15 Public Hearing Location. 15 11. Access to Public Meetings and Materials 15 12. Access to Records 16 13. Technical Assistance 16 14. Procedures for Complaints or Grievances 17 3 1. Background The City of Jefferson is required to adopt a citizen participation plan that sets forth the City's policies and procedures for citizen participation. The Housing and Community Development Act of 1974 (HCDA), authorized the Department of Housing and Urban Development (HUD) to make grants under the Community Development Block Grant (CDBG) Program. The City of Jefferson receives CDBG funds annually as an entitlement community. The grant is awarded based on a formula that takes into consideration the population, the demographics of persons living in poverty, the level of overcrowded housing, etc. The Citizen Participation Plan was developed in accordance with the requirements listed in 24 CFR Part 91.105 (Citizen Participation Plan; local governments). The City is to follow a Citizen Participation Plan that addresses the following issues: participation, access to meetings, access to information, access to records, publishing the Plan, public hearings, notice of hearings, public comments, technical assistance, complaints, and amendments. 2. Purpose of the Citizen Participation Plan - Introduction The City of Jefferson Citizen Participation Plan provides a guide for public input and participation in identifying housing, community development and public service needs, and the funding priorities for programs and target populations to be served through resources for the City of Jefferson. The City of Jefferson's Neighborhood Services Division is responsible for developing and implementing a citizen participation plan with the other plans and reports required by HUD. The purpose of this Citizen Participation Plan is to encourage citizen participation in the decision -making process with particular emphasis on the participation of low -to -moderate income persons for whom CDBG funds are proposed to be used. All citizens, including low -to -moderate income persons, persons living in low -to -moderate income neighborhoods, persons living in slum and blighted areas, minority populations, non-English speaking persons, persons with disabilities, persons with HIV/AIDS and their families, homeless persons/agencies and residents of public and assisted housing developments are encouraged to participate in the development and review of the following: • The Citizen Participation Plan provides a guide for public input and participation in the Consolidated Plan process and is intended to encourage citizen participation in the definition of housing, community development and public service needs. • Affirmatively Furthering Fair Housing Plan is a plan that takes meaningful actions, in addition to combating discrimination, that overcomes patterns of segregation and fosters inclusive communities free from barriers that restrict access to opportunity based on protected characteristics. • Consolidated Plan is a five-year plan to examine the housing and community development needs for the community and outline anticipated strategies to address those needs. The Five -Year Consolidated Plan is intended to establish strategies to assist the community in meeting goals intended by the United States Congress to provide decent housing, a suitable living environment and expand economic opportunities for low-income or disabled persons. • Annual Action Plan is an annual plan to describe in detail how CDBG funds will be used and how the Consolidated Plan will be carried out. 4 • Substantial Amendments to the One -Year Action Plan or Five -Year Plan are changes to any of the goals, policies, or procedures identified in the Consolidated Plan or Annual Action Plan. • Consolidated Annual Performance and Evaluation Report (CAPER) is the annual report to evaluate progress toward the goals established in the Consolidated Plan. The objectives of the Citizen Participation Plan are: • Encourage citizen participation by providing citizens with adequate information concerning the amount of funds expected to be available for community development, housing activities, and public services through federal and local funding sources, the proposed range of activities that may be undertaken with those funds, including the amount that will benefit very low and low income persons and the plans to minimize displacement and to assist any persons displaced, other important program requirements, and proposed and approved uses of funds; • The jurisdiction shall encourage, in conjunction with consultation with public housing agencies, the participation of residents of public and assisted housing developments (including any resident advisory boards, resident councils, and resident management corporations) in the process of developing and implementing the consolidated plan, along with other low-income residents of targeted revitalization areas in which the developments are located. The jurisdictions shall make an effort to provide information to the Public Housing Authority (PHA) about affirmatively furthering fair housing strategy, and consolidated plan activities related to its developments and surrounding communities so that the PHA can make this information available at the annual public hearing(s) required for the PHA Plan. • Provide for and encourage citizen participation from all sectors of the community, with particular emphasis on participation by low -to -moderate income persons, low and moderate income residents of blighted areas in which federal funds under federal funding sources are used or are proposed to be used; and for the participation of minority and non-English speaking residents, as well as, persons with mobility, visual, speech or hearing impairments, and in -conjunction with public housing agencies and the participation of residents of public and assisted housing developments; • Encourage local and regional institutions, the Continuum of Care, Homeless Task Force, Central Missouri Community Action, Building Community Bridges, Capital City Housing Task Force, local businesses and developers and local faith -based organizations in the process of developing and implementing the Consolidated Plan and the Analysis of Impediments to Fair Housing. • Provide opportunities for participation of local and regional institutions and other organizations including businesses, developers, and community and faith -based organizations; • Provide citizens, public agencies, and all other interested parties with reasonable and timely access to information and records relating to the City's Consolidated Plan, and the use of assistance provided by federal funding sources included in the Plan for the preceding five (5) years; • Provide technical assistance to groups representing very low -to -moderate income persons and to interested residents that request such assistance in developing proposals 5 for funding assistance under federal and local funding sources covered by the Consolidated Plan, with the level and type of assistance to be determined by the City; • Conduct public hearings to obtain the view of citizens on housing, community development and public services needs, proposed activities, which hearings shall be held after adequate notice, at times and locations convenient to potential and actual beneficiaries, with accommodation for persons with disabilities and non-English speaking residents; • The City should explore alternative public involvement techniques and quantitative ways to measure efforts that encourage citizen participation in a shared vision for change in communities and neighborhoods, and the review of program performance; • Prepare a summary of comments or views received from citizens in writing or orally through public hearings, focus groups, community meetings and other methods when preparing the Consolidated Plan, and any amendments to the Plan or the performance report and attach the summary to the Plan or report. In addition, provide for a timely response to such comments and views within fifteen (15) working days, where practicable, and • Provide criteria for determining what constitutes a substantial change in the planned or actual activities described in the approved Consolidated Plan which would require an amendment to the Plan. The citizen participation plan must require that, before the jurisdiction adopts a consolidated plan, the jurisdiction will make available to residents, public agencies, and other interested parties information that includes: • the amount of assistance the jurisdiction expects to receive (including grant funds and program income); • the range of activities that may be undertaken, including the estimated amount that will benefit low -to -moderate income persons; • the jurisdiction's plans to minimize displacement of persons and to assist any persons displaced, specifying the types and levels of assistance the jurisdiction will make available (or require others to make available) to persons displaced, even if the jurisdiction expects no displacement to occur; • when and how the jurisdiction will make this information available. All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for persons with disabilities upon request. The City of Jefferson will coordinate with El Puente Hispanic Ministries for translator services for non-English speaking persons. Braille or large print documents will be made available upon request. All comments will be incorporated into the Consolidated Plan and the Consolidated Annual Evaluation and Performance Report (CAPER) and made part of the record of the citizen participation process for each program year. Definitions: Community Development Block Grant (CDBG) program provides communities with resources to address a wide range of housing and community development needs that benefit low -to -moderate 6 income persons through decent housing, suitable living environments, and expanded economic opportunities. Department of Housing and Urban Development (HUD) is the federal government agency that creates and manages programs pertaining to federal home ownership, affordable housing, fair housing, homelessness, and community and housing development. Low to Moderate Income (LMI) Household is 0-80% of the Area Median Income (AMI) for a jurisdiction as defined annually by HUD. In addition, this includes those individuals presumed by HUD to be principally LMI (abused children, battered spouses, elderly persons, severely disabled adults, homeless persons, illiterate adults, persons living with AIDS and migrant farm workers). Low to Moderate Income (LMI) Neighborhood refers to any neighborhood in which 51 percent or more of the households are low -to -moderate income households. Public Hearings provide the public, especially LMI individuals and families, the opportunity to provide public testimony or comment to the City. Public hearings are to be advertised in local newspapers and made accessible to persons who do not speak English or who have a disability. 3. Citizen Participation Process Public Hearings The City of Jefferson will conduct public hearings to obtain the views of citizens on housing, community development and public service needs, proposed activities, and program performance, which hearings shall be held after adequate notice at times and locations convenient to potential and actual beneficiaries, with accommodation for persons with disabilities and non-English residents. For planning the Annual Action Plan and Five -Year Consolidated Plan a minimum of two public hearings will be held. One public hearing will be held by the Neighborhood Services Division at the beginning of the Consolidated Plan process or program year to solicit citizen comments on housing and community development needs, and proposed activities. This hearing will discuss the programs that the City administers and will be held to present a proposed budget and funding for activities, to obtain views of citizens on housing and community development needs, including priority non -housing and housing community needs. This first public hearing shall also be held to allow interested groups and/or agencies the opportunity to discuss their programs and make presentations in seeking funding. Testimony received at this hearing will be considered by the Neighborhood Services Division in preparing the proposed Consolidated Plan and/or Annual Action Plan. In addition, the Neighborhood Services Division may gather community input through a variety of means, such as forums and focus groups, and the use of surveys for the development of funding priorities and criteria. Upon the development of a proposed plan and posting a notice thereof, the City will accept comments for 30 days and include such comments with those from the public hearing within the plan. Prior to approval and the submission of the plan to HUD, the City will consider public comments during the second public hearing on the proposed plan as recommended by the Neighborhood Services Division. This second public hearing is held by the Neighborhood Services Division to gather citizen input regarding the official CDBG budget and proposed activities. The City of Jefferson City Council will adopt the proposed Consolidated Plan and/or Annual Action Plan by resolution. 7 Non-English Speaking and Disabled Residents • Oral and written interpretation services: Upon request, the City of Jefferson will serve Limited English Proficiency persons with oral and written interpretation services of CDBG documents and materials that include, but are not limited to, the following services: o Free interpretation services are offered through El Puente Hispanic Ministry; o Limited English Proficiency persons are allowed to use interpreters of their own choosing who are 18 years of age or older. • CDBG documents and materials review accommodations: The City of Jefferson will provide reasonable accommodations to disabled and sight impaired persons needing assistance in reviewing CDBG Program materials or documents. Sight impaired services will be offered through the Center for Braille and Narration Rehabilitation Services for the Blind. For other formats, contact the City's 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. Response to Citizen Comments Written or oral comments received from citizens as a result of public hearings or other activities to gather community input held on the plan will be given serious consideration in the preparation of the final plan document, amendments to the plan, or the performance report. A summary of the comments received from citizens, both accepted and not accepted, will be attached to the final plan, plan amendments, or performance report. Comments concerning the Consolidated Plan or Annual Action Plan can be emailed to jcplanning@jeffersoncitymo.gov or mailed to the Department of Planning and Protective Services, 320 E. McCarty Street, Jefferson City, MO 65101. 4. Public Review/Comment on the Adoption of, or Amendments to, the Citizen Participation Plan • Public Notice Requirement and Comment Period: A public hearing for the adoption of, or amendments to, the Citizen Participation Plan is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's website at www.jeffersoncitymo.gov. The public notice shall include a summary of the content and the purpose of the Citizen Participation Plan, and shall include a list of locations where copies of the entire Plan may be examined. A Constant Contact email is disseminated with the subject, date, time and location of the public hearings. An email is sent to the United Way to disseminate to the Unmet Needs Committee the subject, date, time and location of the public hearings. 8 Public Review: During the 30 calendar -day public comment period, copies of the proposed Citizen Participation Plan will be made available for public review at the Office of the City Clerk, Missouri River Regional Library, El Puente Hispanic Ministry, the Jefferson City Public Housing Authority and at www.jeffersoncitymo.gov. For accessible materials, delivery formats, or language translations regarding the Citizen Participation Plan, please call Anne Stratman at 573.634.6358 or email astratman@jeffersoncitymo.gov. • Public Comments: The public may comment on the proposed Citizen Participation Plan in writing or at the public hearing. Written comments must be directed to the Neighborhood Services Supervisor, Planning and Protective Services, 320 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to jcplanning@jeffcitymo.org. The City shall consider any comments or views received in preparing the Citizen Participation Plan. • Public Hearing Location: The Citizen Participation Plan must provide residents of the community with reasonable and timely access to local meetings, consistent with accessibility and reasonable accommodation requirements, in accordance with Section 504 of the Rehabilitation Act of 1973 and the regulations at 24 CFR Part 8; and the Americans with Disabilities Act and the regulations at 28 CFR Parts 35 and 36, as applicable. All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for people with disabilities upon request. Public hearings will be held virtually and in person at City Hall, 320 E. McCarty Street, Jefferson City, MO 65101, or as specified within public hearing notice(s). The Citizen Participation Plan and/or amendments are to be adopted by resolution by the City of Jefferson City Council. 5. Consultation for the Consolidated Plan and Annual Action Plan In preparation for the Consolidated and Annual Action Plan, the City of Jefferson will consult with other public and private agencies that provide assisted housing, health services and social services including those focusing on services to children, elderly persons, persons with disabilities, persons with HIV/AIDS and Homeless Persons. In the development of the Annual Action Plan and Consolidated Plan, the City is to consult with regional government agencies, an adjacent unit of local government, public housing agencies, the Capital Area Metropolitan Planning Organization, Missouri Commission on Human Rights, Unmet Needs Committee, and other public and private fair -housing service agencies within the Jefferson City area. Other interested parties are also encouraged to participate including, but not limited to, Continuum of Care, businesses, developers, nonprofit organizations, philanthropic organizations, and community -based and faith -based organizations. 6. Development of the Annual Action Plan (and/or Five -Year Consolidated Plan) The City encourages citizen participation by providing citizens with adequate information concerning the amount of funds expected to be available for community development and housing activities, and public services through federal and local funding sources, the proposed range of activities that may be undertaken with those funds, including the amount that will benefit very low -to -moderate income 9 persons and the plans to minimize displacement and to assist any persons displaced. Such plans related to displacement and assistance to those displaced will be prepared and considered in the review and approval of the annual action plan. • Public Notice Requirement and Comment Period: A public hearing notice for the development of the Annual Action Plan (and/or Five -Year Consolidated Plan) is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's web site at www.jeffersoncitymo.gov The public notice shall include a summary of the content and the purpose of the Annual Action Plan (and/or Five -Year Consolidated Plan), and shall include a list of the locations where copies of the entire Plan may be examined. A public hearing notice for the presentation of the draft Annual Action Plan (and/or Five - Year Consolidated Plan) is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's website at www.jeffersoncitymo.gov. The public notice shall include a summary of the content and the purpose of the Annual Action Plan (and/or Five -Year Consolidated Plan), and shall include a list of the locations where copies of the entire Plan may be examined. A Constant Contact email is disseminated with the subject, date, time and location of the public hearings. An email is sent to the United Way to disseminate to the Unmet Needs Committee the subject, date, time and location of the public hearings. • Public Review: During the 30 -day public comment period, copies of the proposed Annual Action Plan (and/or Five -Year Consolidated Plan) will be made available for public review at the Office of the City Clerk, Missouri River Regional Library, Jefferson City Public Housing Authority, El Puente Hispanic Ministry and at www.ieffersoncitymo.gov. For accessible materials, delivery formats, or language translations regarding the Annual Action Plan (and/or Five -Year Consolidated Plan) please call Anne Stratman at 573.634.6358 or email astratman@ieffersoncitymo.gov. • Public Comments: The public may comment on the proposed Annual Action Plan (and/or Five -Year Consolidated Plan) in writing or at the public hearing. Written comments must be directed to the Neighborhood Services Supervisor, Planning and Protective Services, 320 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to icplanning@ieffersoncitymo.gov. The City shall consider any comments or views received in preparing the Annual Action Plan (and/or Five -Year Consolidated Plan). • Public Hearing Location: All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for people with disabilities upon request. Public hearings will be held virtually and in person at City Hall, 320 E. McCarty Street, Jefferson City, MO 65101, or as specified within public hearing notice(s). The Plan recognizes that as the governing body of the City, the Neighborhood Services Division has 10 the ultimate responsibility and authority for the implementation of the Consolidated Plan and CDBG activities. The Annual Action Plan (and/or Five -Year Consolidated Plan) is to be adopted by resolution by the City of Jefferson City Council. The final plan will be available online at www.jeffersoncitymo.gov. Upon request, printed versions of the plan will be available at the Department of Planning and Protective Services, Neighborhood Services Division, 320 E. McCarty Street, Jefferson City, MO 65101. 7. Criteria and Procedures for Amendments and/or Substantial Amendments to Action Plans and/or the Five -Year Consolidated Plan A "substantial amendment" is an amendment to the Consolidated Plan or Annual Action Plan that requires 30 days of public comment. Prior to submitting substantial amendments to HUD, the City will provide citizens with an opportunity to comment whenever a substantial amendment is being proposed for the City's CDBG Program. A public hearing notice for amendments and substantial amendments is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The City shall consider any comments received in preparing substantial amendments. A summary of all comments received shall be attached to any substantial amendment of the Plan. Any comments that are not accepted shall be included in the summary along with the reason they were not accepted. • Public Notice Requirement and Comment Period: A public hearing for an amendment and/or a substantial amendment is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's website at www.jeffersoncitymo.gov. The public notice shall include a summary of the content and the purpose of the amendment and/or substantial amendment, and shall include a list of locations where copies of the entire Plan may be examined. A Constant Contact email is disseminated with the subject, date, time and location of the public hearings. An email is sent to the United Way to disseminate to the Unmet Needs Committee the subject, date, time and location of the public hearings. • Public Review: During the 15 -day public comment period, copies of the proposed amendment and/or substantial amendment will be made available for public review at the Office of the City Clerk, Missouri River Regional Library, El Puente Hispanic Ministry, the Jefferson City Public Housing Authority and at www.jeffersoncitymo.gov. For accessible materials, delivery formats, or language translations regarding the Citizen Participation Plan, please call Anne Stratman at 573.634.6358 or email astratman@ieffersoncitymo.gov. • Public Comments: The public may comment on the proposed amendment and/or substantial amendment in writing or at the public hearing. Written comments must be directed to the Neighborhood Services Supervisor, Planning and Protective Services, 320 11 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to jcplanning@jeffcitymo.org. The City shall consider any comments or views received in preparing the Citizen Participation Plan. • Public Hearing Location: All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for people with disabilities upon request. Public hearings will be held virtually and in person at City Hall, 320 E. McCarty Street, Jefferson City, MO 65101, or as specified within public hearing notice(s). The amendment and/or substantial amendment is to be adopted by resolution by the City of Jefferson City Council. A substantial amendment is defined as: • A change of 50% or greater in funding allocated to any category of activity; • Creation of new programs; • Changes to any of the goals, policies, or procedures identified in the Consolidated Plan; • Changes in the purpose, scope, beneficiaries, or location of the project; • A change in allocation priorities or method of distribution of funds; • A change in the source of funding, from one source to any other source (including program income) covered by the Consolidated Plan; or • Cancellation of an existing project or adding a new project. Changes that are not considered substantial amendments: • Changes to the CDBG budget for a project by an amount that is less than fifty percent; • Consolidated Plan data updates such as census data, income limits, and fair -market rents shall not be considered a substantial amendment; • A minor change in location on a specific property is not considered a substantial change as long as the purpose, scope, and intended beneficiaries remain essentially the same; or • The transfer of some (but not all) funds within a project from one approved budget line item to another approved budget line item (e.g., construction rather than engineering) does not constitute a substantial change. 8. Provisions for Declared Disasters and State of Emergency To the extent authorized by Federal laws and regulations, plans and plan amendments proposed in response to disasters and states of emergency declared by Cole County Emergency Management, Cole County Health Department, the Governor of Missouri, or the President of the United States may necessitate alternative procedures from those provided in the Citizen Participation Plan, including, but not limited to, alternative procedures by the CARES Act (Public Law 116-136) in response to the COVID-19 pandemic. In order to meet urgent needs, the City may expedite amendments to the Annual Action Plan and Consolidated Plan, utilizing a five (5) day public comment period, create new programs and activities, and reprogram funds. 12 Additionally, in such cases a "substantial amendment" will be defined as reallocating more than 25% of the most recent annual allocation within adopted Consolidated Plans and Annual Action Plans. In such cases, moving up to 25% may be accomplished administratively without prior public notice or comment. Virtual public meetings and hearings may be used to fulfill applicable public hearing requirements instead of in -person. Real-time responses and accommodations for persons with disabilities and/or limited English proficiency will be made available to the extent practicable. Even when alternative procedures may be used, the City's use of CDBG funds shall continue to meet national CDBG program objectives and other Federal laws and regulations. COVID-19 Relief Funds: The public comment period pertaining to amendments to the Citizen Participation Plan, Annual Action Plan(s) and Substantial Amendment(s), as they relate to CDBG-CV, shall be a minimum of 5 days. During this time, the public will have an opportunity to submit comments in writing or via electronic methods, as directed in the notice. Comment periods for more than one of the above documents may run concurrently. 9. Consolidated Annual Performance Evaluation Report (CAPER) A public hearing is held to gather public input on the City's performance during the previous program year. The Consolidated Annual Performance Evaluation Report (CAPER) analyzes progress towards the goals established in previous plans with regard to the unit of measure for the project, as well as timely completion. This Report also provides information on the performance of funded projects in relationship to the program objectives. The citizen participation plan must provide for at least two public hearings per year to obtain residents' views and to respond to proposals and questions, to be conducted at a minimum of two different stages of the program year. Together, the hearings must address housing and community development needs, development of proposed activities, proposed strategies and actions for affirmatively furthering fair housing, and a review of program performance. • Public Notice Requirement and Comment Period: A public hearing notice for the development of the Consolidated Annual Performance Evaluation Report (CAPER) is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's website at www.ieffersoncitymo.gov The public notice shall include a summary of the content and the purpose of the Consolidated Annual Performance Evaluation Report (CAPER), and shall include a list of the locations where copies of the entire Plan may be examined. A Constant Contact email is disseminated with the subject, date, time and location of the public hearings. An email is sent to the United Way to disseminate to the Unmet Needs Committee the subject, date, time and location of the public hearings. • Public Review: During the 15 -day public comment period, copies of the proposed Consolidated Annual Performance Evaluation Report (CAPER) will be made available for public review at the Office of the City Clerk, Missouri River Regional Library, Jefferson City Public Housing Authority, El Puente Hispanic Ministry and at www.ieffersoncitymo.gov. 13 For accessible materials, delivery formats, or language translations regarding the Consolidated Annual Performance Evaluation Report (CAPER) please call Anne Stratman at 573.634.6358 or email astratman@jeffersoncitymo.gov. • Public Comments: The public may comment on the proposed Consolidated Annual Performance Evaluation Report (CAPER) in writing or at the public hearing. Written comments must be directed to the Neighborhood Services Supervisor, Planning and Protective Services, 320 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to jcplanning@jeffersoncitymo.gov. The City shall consider any comments or views received in preparing the Consolidated Annual Performance Evaluation Report (CAPER). • Public Hearing Location: All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for people with disabilities upon request. Public hearings will be held virtually and in person at City Hall, 320 E. McCarty Street, Jefferson City, MO 65101, or as specified within public hearing notice(s). 10. Development of the Affirmatively Furthering Fair Housing Plan The Analysis of Impediments to Fair Housing Choice (Al) is a U.S. Department of Housing and Urban Development (HUD) mandated review of impediments to fair housing choice in the public and private sector. The Al is required for the City of Jefferson, as all HUD grant entitlement jurisdictions, by federal regulatory requirements. The City will provide a public review process that affords citizens, public agencies, and other interested parties reasonable opportunity to examine the proposed Affirmatively Furthering Fair Housing Plan (AFFH) and to submit comments upon the proposed AFFH Plan. • Public Notice Requirement and Comment Period: A public hearing notice for the development of the Affirmatively Furthering Fair Housing Plan is advertised in the Jefferson City News Tribune at least 15 days prior to the date of the hearing. The public notice will also be published at least 15 days prior to the public hearing on the City's web site at www.jeffersoncitymo.gov The public notice shall include a summary of the content and the purpose of the Affirmatively Furthering Fair Housing Plan, and shall include a list of the locations where copies of the entire Plan may be examined. • Public Review: Comment period is a minimum of a 30 calendar -day public comment period. Copies of the proposed Affirmatively Furthering Fair Housing Plan will be made available for public review at the Office of the City Clerk, Jefferson City Public Housing Authority, Missouri River Regional Library, El Puente Hispanic Ministry and on the City's website www.jeffersoncitymo.gov. Reasonable accommodations for non-English speaking persons and for people with disabilities will be made upon request. A reasonable number of free copies will be made available upon request. As soon as feasible after the start of the public participation process, the City will make HUD -provided data and any other supplemental information available to residents, public 14 agencies, and other interested parties. The City may make the HUD -provided data available by referencing the data on HUD's website. • Public Comments: The public may comment on the proposed AFFH Plan in writing or at the public hearing. Written comments must be directed to the Neighborhood Services Supervisor, Planning and Protective Services, 320 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to jcplanning@jeffersoncitymo.Rov. The City shall consider any comments or views received in preparing the Consolidated Annual Performance Evaluation Report (CAPER). • Public Hearing Location: All meetings are open to the public and are scheduled at times and locations convenient to potential and actual beneficiaries with reasonable accommodations for non-English speaking persons and for people with disabilities upon request. Public hearings will be held virtually and in person at City Hall, 320 E. McCarty Street, Jefferson City, MO 65101, or as specified within public hearing notice(s). • Consulting Parties: In the development of the Affirmatively Furthering Fair Housing Plan, the City is to consult with regional government agencies, an adjacent unit of local government, public housing agencies, Capital Area Metropolitan Planning Organization, Missouri Commission on Human Rights, Unmet Needs Committee, and other public and private fair housing service agencies within the Jefferson City Area. Other interested parties are also encouraged to participate including, but not limited to, Continuum of Care, businesses, developers, nonprofit organizations, philanthropic organizations, and community -based and faith -based organizations. • AFFH Plan Revisions —The Affirmatively Furthering Fair Housing Plan previously accepted by HUD may need revisions based on a material change in circumstances in the City. Examples may include Presidentially declared disasters, under Title IV of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.), to the nature as to significantly impact the steps a program participant may need to take to Affirmatively Further Fair Housing, significant demographic changes; new significant contributing factors; and civil rights findings, determinations, settlements, or court orders; or upon HUD's written notification specifying a material change. The Revised AFFH Plan is to be submitted within 12 months of the onset of the material change, or as HUD specifies, whichever is later. The revisions to the AFFH Plan are subject to public hearings, consultation and community participation. 11. Access to Public Meetings and Materials The City of Jefferson Municipal Building is wheelchair accessible. Those in need of auxiliary aids should contact the City sufficiently in advance to assure that accommodations may be made. For accessible materials, delivery formats, or language translations regarding the Citizen Participation Plan, Consolidated Plan, Annual Action Plan, Consolidated Annual Performance Evaluation Report and the Affirmatively Furthering Fair Housing Plan please call Anne Stratman at 573.634.6358 or email astratman@jeffersoncitvmo.gov. 15 The City of Jefferson offers all interested citizens the opportunity to attend public meetings and comment on public matters. The City of Jefferson, Missouri, fully complies with Title VI of the Civil Rights Act of 1964 and related statutes and regulations in all programs and activities. For more information or to register a Title VI complaint, please address the City contact indicated below. 12. Access to Records The City shall provide citizens, public agencies, and other interested parties with reasonable and timely access to information and records relating to the Consolidated Plan and the City's use of assistance under the CDBG Program during the preceding five years. Copies of the adopted Consolidated Plan, adopted substantial amendments, and adopted performance reports, as well as information regarding the use of funds and other program information will be maintained by the City's Neighborhood Services Division staff. The public may access these materials by contacting the Neighborhood Services Supervisor, Planning and Protective Services Department, 320 E. McCarty Street, Jefferson City, MO 65101, Monday through Friday, 8:00 a.m. to 5:00 p.m. Reasonable accommodations for non-English speaking persons and for people with disabilities will be made upon request. The CDBG Program web page address is: https://www.jeffersoncitymo.gov/government/redevelopment and grants/community develo pment block grant.php. 13. Technical Assistance The City's Department of Planning and Protective Services, Neighborhood Services Division, will provide technical assistance to groups representing very low -to -moderate income persons, as well as interested residents that request such assistance in developing proposals for funding assistance under any federal or local funding sources covered by the Consolidated Plan, with the level and type of assistance to be determined by the City. City staff will be available upon request to answer any questions concerning the requirements of federal and local funding sources included in the Consolidated Plan, such as available funding amounts, funding priorities, eligible activities, environmental review procedures, equal opportunity requirements, relocation provisions, citizen participation requirements and any other requirements of federal and local funding sources. In cases where staff cannot answer questions pertaining to federal HUD funds, assistance will be requested from HUD. As part of the on -going citizen participation effort, City staff will meet with citizen groups in Jefferson City which represent very low -to moderate income residents and with citizen groups which express interest in participating in federal and/or local funding sources included in the Consolidated Plan, to explain program and application procedures. Technical assistance will be provided when requested by neighborhood groups, minority groups, community -based organizations, and other residents interested in participating in federal and local funding sources included in the Consolidated Plan. All such groups, including the disabled and elderly, and those serving non-English speaking ethnic/minority populations, will be encouraged and assisted in submitting their views and proposals. City staff will be available to provide assistance in the development and submission of program funding requests and other input. 16 14. Procedures for Complaints or Grievances Citizens, activity participants, funded jurisdictions and non -profits in the City of Jefferson are afforded the opportunity to register complaints related to the Consolidated Plan, Consolidated Plan Amendments, Annual Action Plan, Affirmatively Furthering Fair Housing Plan and Consolidated Annual Performance Report. The City of Jefferson will respond to any and all complaints, inquiries, and grievances within 15 working days, where practicable, of the receipt of such complaints, inquiries, and grievances. All complaints will be recorded and responded to in writing. All written responses shall address the nature of the complaint and be substantive. Complaints and correspondence should be addressed to the contact indicated below. Complaints, inquiries, and grievances shall be submitted in writing to the Neighborhood Services Supervisor, Planning and Protective Services Department, 320 E. McCarty Street, Jefferson City, MO 65101, or sent electronically to jcplanning@jeffersoncitymo.gov. A written response to the complaint must be made within 15 working days, where practicable. 17 CENTRAL MISSOURI NEWSPAPERS INC. AWEHCD MEDIA COMPANY Account #: CMC51709 Company #: City of Jefferson - Dept. o; Ad number #: 249316 PO #: Note: AFFIDAVIT • STATE OF MISSOURI • COLE COUNTY I, Brenda Perkins, being duly sworn according to law, state that [ am one of the publishers of the News Tribune, a daily newspaper of general circulation in the County of COLE, State of Missouri, where located; which newspaper has been admitted to the Post Office as periodical class matter in the City ofJefferson, Missouri, the city of publication; which newspaper has been published regularly and consecutively for a period of three years and has a list of bona fide subscribers, voluntarily engaged as such, who have paid or agreed to pay a stated price for a subscription for a definite period of time, and that such newspaper has complied with the provisions of Section 493.050, Revised Statutes of Missouri 2000, and Section 59.310, Revised Statutes of Missouri 2000. The affixed notice appeared in said newspaper on the following issues: CM News Tribune 11/20/22; CM newstribune. c am 11/20/22 Printer's Fee: 99.50 Lav,01 P2}.0 o Sworn to and subscribed before me this date:21 st day of November, 2022 iy MAYRA LONG Electronic Notary Public Electronic Notary Seal STATE OF MISSOURI Cole County My Commission Expires Jan 21, 2025 Commission #13503731 News Urrlbune CLASSIFIED SUNDAY. NOVEMBER 20, 2022 B15 imaisimmonam 11.0. 4..114 100016ll.venu C.ON 331.0 1.449304, MIST, x0,. 163. 1.3929 "ue. 611x(1, Call 3610 dr41ry. X611440 .lrn0.m C. 7s1- 1414 1 MM.. 4 Sr. 10 arm ▪ d (1 •111 46:.137..4..144 5736.9130 Fla,•0 Any W IC LLC Meter 11.0. L•!: 516(663110610 FOAL 1113h31.10 HOYL'^ 115.4Ts. 1101.11 Ire will be *,� r(Ly 1.31.01md1 • I. a . n P. Mouton L01300'2' e 33442. MII.pp043.nea el Nrr • 14,4401 110 Wee[nnll,Newup n n niu'a af431000t4... 61.300.11 no dL.ulyIn. 444.1k1•41 110 010 home too. nun. 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TOOLS A MISS. • •4 d W 4061041, 4110, 6 guaml P.la C.npma 40.'64 2 - 12 7L •s 211 19617La417 4.A./. HyW W bkn nut M06001. Ladx14. 1,1101101 1/66. 00(818 - SELL 12100 RM. NOON 410.5.1.SI' P1 410.5.1. 544,10 oar 04040- Soo, IL...■ .3.110 P 2 Greer 111.La•C 0tla.rel Rae Owe WV 2 1)101904000 tn.,, W.N,. lobe but ors. 1,0001404 at464F4d07Wag h a..a J 110W'.W144sa.r4#b-No,4W +I 0100WY5110 v be Ilaryp 6eao0 Wrn 004 0KlOr nap N dry. E91rg9r9 s MY 6 0011 160.01101. Om to maw! 20x6 T 5Cd1ho, 4000 CNC. 6/3131314674 04420401.601471Po 106 1.00113.2 1661 as u, where 4. Props 2onnIca1101 U 1041•snY W 10141 • buyer, 11113x. #0300.x02011 Ors o' ule '9pnold. al 10714140147111111. Food On plan!!. RICKKARD MOFFAT AUCTION SERVICE Richard Mato. al Ol warn 173-761.4293 5.13.600.2013 lafr01700 Chw, MO Liu,, 140 w W w.mnrlamuc llen.c0m . _ •.'r""._ .:Y PUBLIC NOTICE The City of Jefferson will hold a public meeting on Tuesday, December 6, 2022 at 4:00 p.m. in the City Hall Council Chambers, 320 E. McCarty Street, to present the Updated Citizen Participation Plan for the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant Program. You may attend the public meeting in person or virtually. The Citizen Participation Plan will be available the day of the public meeting for viewing at City Hall, Jefferson City Public Housing Authority, Missouri River Regional Library, El Puente Hispanic Ministry and at www.jeffersoncitymo.gov. The City of Jefferson Citizen Participation Plan provides a guide for public input and participation in identifying housing, community development and public service needs, and the funding priorities for programs and target populations to be served through resources for the City of Jefferson. The primary goal of the Plan is to provide citizens, especially low to moderate income citizens of the community, an opportunity to participate in an advisory role in the planning, implementation, and assessment of the programs and projects. Comments regarding the plan will be accepted through January 9, 2023. Please direct questions and/or comments to: Planning & Protective Services 320 E. McCarty Street Jefferson City, MO 65101 573/634-6410 jcplanning@jeffersoncitymo.gov with the subject line "CDBG Citizen Participation Plan" 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. Emily Donaldson, City Clerk, City of Jefferson, Missouri P.T. — Sunday, November 20, 2022 For information purposes only, not to be included in legal notice. Department of Planning & Protective Services /Planning Division 320 East McCarty Street, Room 120 Jefferson City, Missouri 65101 Attention: Anne Stratman, Phone: 573. 634.6358 or 573.634.6410 EQUAL HOUSING OPPORTUNITY City of Jefferson Community Development Block Grant (CDBG) Program Citizen Participation Plan Public Meeting December 6, 2022 at 4:00 p.m. Council Chambers Sign -In Sheet -A7h Name Organization E -Mail Address ( Int, S\YaThla/v\ Cija 1 0--- evcoyv a (thvy,"-Qyay, _:-A,., c(y_41' tyv.), 907 2 t'1 r ' r'r; C Ui En 0 UJ')'i 't- // a * gi-L GtLmros.. i 911en we d.Or 3 c__:+. a (Ai (1. i'1 r J. r (� n �: +. O�t �� ��Zr-,SU�� D C� i rc.4_ irtx .- 0 _ g_ 441-er ' DrtC{ n - Law OnittAA--sc_havth 670 Trtc,Z CeM1/ rs.e-il c -c Z C--C-0.-+,-fvKcI rnk. ' o L 5 C kit —Y " (>1 6 / `16 r 1 R{' 4 ky� -e 7` i-fr ` G C: Lq Q - C f‹ v! , /-1 y r/_ l --( , A V^e c,,,ve / v3 Q ge :501 C. c Y 01 ov 7 4 lit ii 8 9 10 11 12 13 14 15 Stratman, Anne From: Dittmer, Lisa Sent: Monday, January 9, 2023 9:05 AM To: Stratman, Anne Subject: RE: CDBG Citizen Participation Plan Anne, No comments received. From: Stratman, Anne <AStratman@jeffersoncitymo.gov> Sent: Monday, January 9, 2023 9:00 AM To: Dittmer, Lisa <Idittmer@jeffersoncitymo.gov> Subject: CDBG Citizen Participation Plan Lisa Can you please verify if comments were received through the JCPlanning@ieffersoncitymo.gov email address in regards to the Community Development Block Grant Citizen Participation Plan. Thank you, «rote Staatrnan Neighborhood Services Specialist Department of Planning & Protective Services City ofJefferson, Missouri 320 E. McCarty Street Jefferson City, MO 65101 573.634.6358 573.634.6457 astratman@jeffersoncitymo.gov 1