CITY OF CLAYTON BOARD OF ALDERMEN-DISCUSSION SESSION

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CITY OF CLAYTON BOARD OF ALDERMEN-DISCUSSION SESSION

TUESDAY, AUGUST 25, 2015 – 6:00 P.M. CITY HALL, COUNCIL CHAMBERS, 2ND FL.

10 N. BEMISTON AVENUE

1. Presentation and update on the Citizen’s Police Academy. 2. Presentation and overview of the Public Works Electrical Division.

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CITY OF CLAYTON BOARD OF ALDERMEN AGENDA

TUESDAY, AUGUST 25, 2015 – 7:00 P.M. COUNCIL CHAMBERS - 10 N. BEMISTON AVENUE

ROLL CALL MINUTES – August 11, 2015 PUBLIC REQUESTS AND PETITIONS RECOGNITIONS & AWARDS

1. Commission on Accreditation for Law Enforcement Agencies (CALEA) PUBLIC HEARING

1. Ordinance - Property Tax Levies - Tax Year 2015 (FY 2016) – 1st Reading (Bill No. 6511)

*** General Municipal Purposes *** *** Debt Levy General Obligation Bond Purposes*** *** Police Building Debt Service*** *** Special Business District ***

As part of the budget adoption process, the City Manager shall present to the Board the proposed tax rates.

2. Ordinance - To adopt the FY 2016 Operating and Capital Improvement Budget – 1st Reading (Bill No. 6512)

As part of the budget adoption process, the City Manager shall present the Board with an annual budget. The Board has extensively reviewed the proposed budget at a work session held July 17, 2015 and August 12, 2015.

REPORT FROM THE CITY MANAGER

1. Ordinance – To approve a renewal agreement with the Clayton School District for the School Resource Officers. (Bill No. 6513)

To approve a renewal agreement with the Clayton School District.

2. Ordinance – To approve an easement agreement with the Metropolitan Sewer District (MSD) for Oak Knoll Park. (Bill No. 6514) To approve an agreement with MSD to build and maintain an underground detention system, including sewer, storm

water, and other related appurtenances and improvements, within Oak Knoll Park.

3. Ordinance – To approve an easement agreement with Metropolitan Sewer District (MSD) for Anderson

Park. Bill No. 6515) To approve an agreement with MSD to build and maintain a tunnel shaft, including sewer, storm water, and other related

appurtenances and improvements, within Anderson Park.

4. Ordinance – To approve a lease agreement with St. Louis Community Foundation for #2 Oak Knoll Park. (Bill No. 6516)

The Community Foundation will be utilizing this facility to serve as their new headquarters.

5. Ordinance – To approve a contract for the FY2015 Alley Repairs Project. (Bill No. 6517) To consider a contract with Gershenson Construction Company, Inc. in the amount of $414,885.00

6. Motion – To consider a bid for the Carondelet Plaza Resurfacing Project. To consider a bid received from Gershenson Constructing Company, Inc.

ADJOURNMENT

EXECUTIVE SESSION Subject to a motion duly made in open session and a roll call vote pursuant to Section 610.022 the Board of Aldermen may also hold a closed meeting, with a closed vote and record for one or more of the reasons as authorized by Section 610.021(1), (2) and (3) Revised Statutes of Missouri, relating to legal issues, real estate and/or personnel, negotiation of a contract pursuant to Section 610.021(12) RSMO., proprietary information pursuant to Section 610.021(15), and/or information related to public safety and security measures pursuant to Section 610.021(18) and (19) RSMO. Agenda topics may be added or deleted at any time prior to the Board of Aldermen meeting without further notice. To inquire about the status of agenda topics, call 290.8469. Individuals who require an accommodation (i.e., sign language, interpreter, listening devices, etc.) to participate in the meeting should contact the City Clerk at 290.8469 or Relay Missouri at 1.800.735.2966 (TDD) at least two working days prior to the meeting.

Advanced Citizen Police Academy

Role Play Equipment Demonstrations Criminal Investigations

Division

Building Tour / Orientation Active Shooter Response to Ferguson Drug Investigations RCCEEG (computer crimes) Self Defense & Awareness Town Hall Meeting

Traffic Stop Disturbance Suspicious Person Building Check

Police Duty Belt Vehicle Equipment Personal Protective

Equipment Bicycle Equipment

Criminal Investigation Division

Explanation of Duties Investigation techniques Interview and Interrogation Tour of CID

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City Manager 10 N. Bemiston Avenue Clayton, MO 63105

MEMORANDUM

TO: MAYOR SANGER; BOARD OF ALDERMEN

FROM: CRAIG OWENS, CITY MANAGER

DALE L. HOUDESHELL, P.E., PWLF, DIRECTOR OF PUBLIC WORKS DATE: AUGUST 25, 2015

RE: DISCUSSION SESSION PRESENTATION - OVERVIEW OF THE PUBLIC WORKS ELECTRICAL DIVISION

______________________________________________________________________

Gary Scheipeter, PWLF, Superintendent of Public Works will provide an overview of the Public Works Department’s Electrical Division. The presentation will include:

• Introduction of: - Mr. Barry Jeralds - Electrical Foreman - Mr. Craig Skrivan - Electrical Division Laborer

• Overview of Electrical Division: o History of the purchase of the lighting system from Union Electric in 1987

(presently Ameren Missouri) o Responsibility breakdown of the system:

number of poles, luminaires, power distribution panels variety of types of lighting assemblies diversity of types of lighting; HPS, HID, CMH, LED

o Future technology incorporation and upgrades o Lighting Division Budget Review o Summary

• Questions & Answers

08-11-15 BOA Minutes August 11, 2015 Page 1 of 3

THE CITY OF CLAYTON

Board of Aldermen City Hall – 10 N. Bemiston Avenue

August 11, 2015 7:00 p.m.

Minutes

Mayor Sanger called the meeting to order and requested a roll call. The following individuals were in attendance: Aldermen: Cynthia Garnholz, Mark Winings, Joanne Boulton, Alex Berger III, Rich Lintz, and Ira Berkowitz. Mayor Sanger

City Manager Owens City Attorney O’Keefe

Alderman Boulton moved to approve the July 28, 2015 minutes. Alderman Winings seconded. The motion to approve the minutes passed unanimously on a voice vote. PUBLIC REQUESTS AND PETITIONS None AN ORDINANCE TO CONSIDER APPROVING A CONTRACT WITH KRUPP CONSTRUCTION FOR THE FY15 RESURFACING PROJECT City Manager Owens reported that the Public Works Department is requesting approval of a construction contract for the FY15 Resurfacing Project. In 2014, Horner and Horner & Shifrin, Inc. were hired to complete the design of the project. This project will include the replacement of curb ramps that do not meet ADA requirements, the replacement of substandard curb and gutter, base repair where necessary, and the removal and replacement of two inches of asphalt surface. Bids were opened on July 31, 2015. The City received three bids with Krupp Construction submitting the lowest responsive, responsible base bid in the amount of $1,664,335.10. The final engineer’s estimate for this work was $1,773,129.00, so the bid came in under the final estimate. Staff is not recommending accepting the alternate bid for base repair as the bid prices were higher than expected and last year no base repair was needed in Claverach Park and only 143 square yards were needed on Wydown Boulevard. The second lowest bid came from Ford Asphalt, at $1,700,000.00, only 2.1% higher than Krupp’s.

The Capital Improvement Fund has $5,130,000 ($3,514,050 for this portion of the project) budgeted for this activity in FY 2015 City Staff recommends approval of the construction contract with Krupp Construction for the base bid value of $1,664,335.10. In addition to the contract amount, the City Staff requests authorization to approve change orders in an amount not to exceed $165,000, which is approximately 10% of the project cost. This contingency would be used to cover expenditures to correct unknown site issues that become apparent during the project. Recommendation is to approve the ordinance authorizing a contract with Krupp Construction in the amount of $1,664,335.10, plus a contingency of $165,000 for the FY15 Resurfacing Project.


With regard to the contract, Alderman Berkowitz asked if the contractor is expected to repair work that was done incorrectly after the project is completed (i.e. streets buckle, pot holes, etc.); adding if this should be stipulated in the contract agreement.

City Manager Owens stated that the City has elements in place where the City engineers will not approve the construction until after it is thoroughly inspected. He added that the City engineers are literally on the site during the construction process.

City Manager Owens also noted that Federal contracts do not allow warranties to be included in the contracts. In the case of the brick print project the contractor was brought back to make those repairs.

Dale Houdeshell commented that the same specifications were used last year on the paving projects. In response to Alderman Berger’s questions, Dale Houdeshell explained that the southeast and northwest areas of the city are the target areas. Dale Houdeshell stated that Alderman Berger is correct in the timeline for Maryland Avenue – 2018, 2019 and 2020. Dale Houdeshell explained that the crosswalks in the Central Business District are currently being patched instead of replaced or repair due to the current construction activity. Alderman Garnholz introduced Bill No. 6510, an ordinance to approve a contract with Krupp Construction for the FY2015 Resurfacing Project to be read for the first time by title only. Alderman Winings seconded. City Attorney O’Keefe reads Bill No. 6510, an Ordinance approving a Contract with Krupp Construction for the FY2015 Resurfacing Project for the first time by title only. The motion passed unanimously on a voice vote. Alderman Garnholz moved that the Board give unanimous consent to consideration for adoption of Bill No. 6510 on the day of its introduction. Alderman Winings seconded. The motion passed unanimously on a voice vote. Alderman Garnholz introduced Bill No. 6510, an ordinance to approve a contract with Krupp Construction for the FY2015 Resurfacing Project to be read for the second time by title only. Alderman Winings seconded. City Attorney O’Keefe reads Bill No. 6510, an Ordinance approving a Contract with Krupp Construction for the FY2015 Resurfacing Project for the second time by title only. Alderman Garnholz – Aye; Alderman Winings – Aye; Alderman Boulton – Aye; Alderman Berger – Aye; Alderman Lintz – Aye; Alderman Berkowitz – Aye; and Mayor Sanger – Aye. The bill was adopted and became Ordinance No. 6380 of the City of Clayton. FINDINGS, CONCLUSIONS AND DETERMINATION OF APPEAL – 7700 DAVIS DRIVE (CENTRAL PRESBYTERIAN CHURCH) City Manager Owens stated that this is a report to accept the Findings, Conclusions, and Determination of the Appeal with regard to 7700 Davis Drive.


Alderman Garnholz moves to accept the Findings, Conclusions and Determination of the Appeal for the sign permit for 7700 Davis Drive. Alderman Winings seconded. The motion passed unanimously on a voice vote. Other

Alderman Garnholz thanked the Police Department for their professional manner in handling the public on the anniversary of Michael Brown’s death. Alderman Winings reported that the Plan Commission/ARB meeting was cancelled due to a lack of a quorum. Alderman Boulton reported that the Uniformed Employees’ Retirement Board meeting was cancelled also due to a lack of a quorum. Alderman Lintz reported that the Clayton Century Foundation met and adopted their (revised) ByLaws. Alderman Berkowitz reported that he vacationed in Boston and their city has a lot to offer - ideas, very vibrant and “alive.” He offered to share those ideas with the Board at a future meeting. Mayor Sanger reported that he recently visited the Burger Barn restaurant in Ferguson – the food was very good and encouraged the Board to visit the establishment in the future. City Manager Owens There being no further business the meeting was adjourned at 7:18 p.m. ____________________________ Mayor ATTEST: ____________________________ City Clerk

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REQUEST FOR BOARD ACTION

TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG S. OWENS, CITY MANAGER (CSO) JANET K. WATSON, DIRECTOR OF FINANCE AND ADMINISTRATION DATE: AUGUST 25, 2015 SUBJECT: AN ORDINANCE SETTING THE TAX YEAR 2015 PROPERTY TAX

LEVIES FOR FISCAL YEAR 2016 BUDGET AND TO HOLD A PUBLIC HEARING - FIRST READING

Each year the City must approve property tax levies which are then submitted to St. Louis County for billing. Calendar year 2015 was a reassessment year. The City is allowed to receive additional revenue up to the Consumer Price Index which was only 0.8% for this year, and for the value of new construction. Per the FY 2016 budget plan, we are submitting the maximum allowable rates for your review. As part of the property tax levy process, the Board is also holding a public hearing to seek public input on the proposed tax rates. Below, please find the proposed calendar year 2015 property tax levy requests for Budget Year 2016. These levies are subject to change by the Board of Equalization and through the Missouri State Auditor’s certification process, therefore there is the potential for them to change slightly when they are presented to the Board for final passage. The property tax levy process is somewhat complex in that as assessments increase the City is not allowed to gain any more revenue. Therefore the maximum tax rates we are allowed to levy actually lower or “roll back” to generate no more revenue than the past year. The only ability to gain revenue is through the CPI (listed above) and through new construction. Thus the City’s maximum revenue each year is the revenue base from the previous year, plus CPI, plus the amounts related to new construction. This year both residential and commercial assessment growth occurred, therefore most of the tax rates decreased from the prior year even though we are still at the maximum rates. City General Fund and Debt Service The assessments on which the General Fund and Debt Service levies are applied increased this year in the amount of 6.6% for residential and 5.4% for commercial, which together is substantially higher assessment growth than we have experienced in recent years. The General Fund tax levy, which may be used for any general purpose, is projected to generate nearly $5.94 million, or approximately $60,000 higher than last year. The City also has a levy to support the debt service of the police building. This levy was approved by voters in 2010 but was not implemented until 2013 when a previous general obligation bond issue matured. This levy will generate $1.1 million which is slightly higher than last year.

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In April 2014 voters approved a general obligation bond issue supported by property tax to be used for neighborhood street resurfacing, street lighting and alley improvements. The City issued these bonds in 2014 and implemented the related levy last year. For this year, the levy will generate approximately $1.2 million, which is slightly higher than last year. The following rates are proposed to be levied for the 2015 calendar year (FY 2016 budget year), and all rates are per $100 of assessed valuation. Rates are also presented for the recent tax history and are listed under the calendar year for which the rates apply.

Property Category

2012 Tax Rate

2013 Tax Rate

2014 Tax Rate

2015 Tax Rate

2014 to 2015 Rate Change

General Revenue

Residential $0.659 $0.659 $0.646 $0.614 $0.032 Reduction

Commercial $0.737 $0.692 $0.717 $0.687 $0.030 Reduction

Personal $0.707 $0.707 $0.707 $0.707 No Change General Obligation Debt Residential $0.130 - $0.124 $0.129 $0.005 Increase

Commercial $0.130 - $0.124 $0.129 $0.005 Increase

Personal $0.130 - $0.124 $0.129 $0.005 Increase Police Building Debt Service - - -

Residential - $0.128 $0.128 $0.122 $0.006 Reduction

Commercial - $0.128 $0.128 $0.123 $0.005 Reduction

Personal - $0.123 $0.123 $0.123 No Change

The schedule below provides the total rate, including the debt levies, for residential, commercial and personal property.

Property Category

2012 Total Tax Rate

2013 Total Tax Rate

2014 Total Tax Rate

2015 Total Tax Rate




Personal $0.837 $0.830 $0.954 $0.959 $0.005 Increase For a home valued at $600,000, it is expected that the homeowner would pay approximately $986 on property taxes for the City of Clayton portion only. Based on last year’s rate, the same homeowner would have paid $38 more last year. Special Business District The assessments on which the Special Business District levies are applied increased this year in the amount of 8.4% for residential and 5.4% for commercial, which together is substantially higher

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assessment growth than we have experienced in recent years. The 2015 proposed tax rates are at the maximum allowable rates. The 2015 Special Business District (SBD) tax levy for the FY 2016 budget is projected to generate $447,000 which is approximately the same as last year. The following rates have been levied or are proposed to be levied and all rates are per $100 assessed valuation:

Property Category

2012 Tax Rate

2013 Tax Rate

2014 Tax Rate

2015 Tax Rate




A commercial property, located in the Special Business District assessed at $2.0 million would pay approximately $825 in property taxes for the Special Business District portion only. Based on last year’s rate, the same commercial property would have paid approximately $39 more last year. The following table lists the total tax rates from the City and the Special Business District for properties only in the Special Business District.

Property Category

2012 Tax Rate

2013 Tax Rate

2014 Tax Rate

2015 Tax Rate




Recommended Action: To have a first reading of an ordinance setting the annual property tax rates for calendar year 2015 (Fiscal Year 2016).

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SUMMARY OF 2015 PROPERTY TAX INFORMATION

Assessed Valuation Current Tax Year

Prior Tax Year

City of Clayton

Residential $480,148,770 $450,253,260 Commercial $353,696,680 $335,444,450 Personal Property $78,844,690 $79,298,810

General Obligation Debt Service


Police Building Debt Service


Clayton Special Business District Residential $55,395,140 $51,124,770 Commercial $297,606,520 $282,422,760

Proposed Tax Rates

Proposed Revenue

2015-2016

Residential

Commercial

Personal

City – General Revenue $0.614 $0.687 $0.707 $5,935,000 City – Police Bldg. Debt Service $0.122 $0.123 $0.123 $1,117,000 General Obligation Debt Service $0.129 $0.129 $0.129 $1,177,000 Clayton Special Business District $0.114 $0.129 $0.000 $447,000

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BILL NO. 6511

ORDINANCE NO. AN ORDINANCE LEVYING AND ESTABLISHING THE RATE OF ANNUAL TAXES FOR GENERAL MUNICIPAL PURPOSES; POLICE BUILDING DEBT SERVICE; GENERAL OBLIGATION DEBT SERVICE; AND, SPECIAL BUSINESS DISTRICT PURPOSES TO BE COLLECTED BY THE CITY OF CLAYTON, MISSOURI, FOR THE YEAR 2015.

WHEREAS, in accord with the provisions of Section 137.073.5(3) and (4), RSMo. Supp. 2008, the Board of Aldermen has conducted a public hearing, and

WHEREAS, having done all things required by law with respect to the establishment of

annual tax rates, including a public hearing on the tax rate conducted on August 25, 2015 pursuant to notice as provided by law, at which hearing citizens were given an opportunity to be heard; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS: Section 1. There is hereby levied for the year 2015 upon all real and personal property, subject to taxation, in the City of Clayton, Missouri, the following ad valorem taxes for the following purposes, to wit:

A. For general revenue purposes a tax levy of $0.614 on residential property, a tax levy of

$0.687 on commercial property and a tax levy of $0.707 on personal property, on each one hundred dollars ($100.00) of assessed valuation.

B. For police building debt service purposes a tax levy of $0.122 on residential property, a tax levy of $0.123 on commercial property and a tax levy of $0.123 on personal property, on each one hundred dollars ($100.000) of assessed valuation. C. For general obligation debt service purposes a tax levy of $0.129 on residential property, a tax levy of $0.129 on commercial property and a tax levy of $0.129 on personal property, on each one hundred dollars ($100.000) of assessed valuation. Section 2. There is hereby levied for the year 2015 upon all real property, subject to taxation, in the Special Business District in the City of Clayton, Missouri, which are all commercially zoned properties designated C-1, C-2, C-3 and C-4, on the zoning map of the City of Clayton, as of August 11, 1981, lying north of the Forest Park Expressway in the City of Clayton, Missouri, the following ad valorem taxes, for Special Business District purposes a tax levy of $0.114 on residential property and a tax levy of $0.129 on commercial property, on each one hundred dollars ($100.00) of assessed valuation.

Section 4. This ordinance shall be in full force and effect from and after its passage by the Board of Aldermen. Passed this _____ day of September, 2015.

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___________________________________ Mayor ATTEST: _____________________________ City Clerk



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG S. OWENS, CITY MANAGER (CSO)

JANET K. WATSON, DIRECTOR OF FINANCE AND ADMINISTRATION DATE: AUGUST 25, 2015 SUBJECT: AN ORDINANCE TO APPROVE THE PROPOSED FISCAL YEAR 2016

OPERATING AND CAPITAL IMPROVEMENTS BUDGET AND TO HOLD A PUBLIC HEARING - FIRST READING

On July 6th, the Board of Aldermen received the City Manager’s proposed Fiscal Year 2016 Operating and Capital Improvements Budget. As part of the budget process, the Board is required to hold a public hearing to seek public input prior to formal budget adoption. The public hearing will occur on August 25, 2015. The Board extensively reviewed the proposed budget during public meetings on July 17 and August 12, 2015. There are only a few changes to the proposed budget and they are summarized on the attached reconciliation. All of the changes are related to capital projects, including adding the completion of the environmental recycling alternative project in FY15, correcting a source of grant match funds in FY15, and moving street projects from one fiscal year to another and adjusting the transfer of bond funds for construction accordingly. There are no proposed changes to the general fund budget. We believe the proposed budget maintains the extraordinary level and proficiency of service that has been expected by our residents and traditionally provided by the City. The Board of Aldermen has studied this proposed budget and the public has had opportunities for input. The attached ordinance approving the Fiscal Year 2016 Operating and Capital Improvements Budget is presented for approval and adoption. Recommended Actions: To conduct a public hearing and adopt the Fiscal Year 2016 Operating and Capital Improvements Budget as presented in the proposed budget, adjusted by the reconciliation attached to this ordinance.

BILL NO. 6512

ORDINANCE NO. AN ORDINANCE ADOPTING AN ANNUAL BUDGET FOR THE FISCAL YEAR 2016 COMMENCING ON OCTOBER 1, 2015 AND APPROPRIATING FUNDS PURSUANT THERETO. WHEREAS, the City Manager has presented to the Board of Aldermen an annual budget for the Fiscal Year 2016 commencing on October 1, 2015; and WHEREAS, a public hearing on the budget was conducted on August 25, 2015, pursuant to notice as provided by law, at which hearing interested persons were given an opportunity to be heard; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS: Section 1. The annual budget for the City of Clayton, Missouri, for the Fiscal Year 2016 commencing on October 1, 2015, a copy of which is attached hereto and made a part hereof as fully set forth herein, having been submitted by the City Manager, is hereby adopted. Section 2. Funds are hereby appropriated for the objects and purposes of expenditures set forth in said budget. The expenditures of the funds so appropriated shall be subject to the control of the City Manager. Section 3. This ordinance shall be in full force and effect from and after its passage by the Board of Aldermen. Passed this _______ day of September, 2015.

_____________________________ Mayor

ATTEST: _____________________________ City Clerk

CITY OF CLAYTON Reconciliation of FY 2016 Budget After Board of Aldermen review and prior to Public Hearing

This addendum identifies changes made by fund to the original proposed budget during the budget process.

Fund FY 2015 FY 2016 FY 2017 FY 2018

Capital Improvement FundBeginning Fund Balance 3,508,591 2,843,959 2,069,576 2,290,123

Initial Revenues & Transfers-in 9,712,921 14,420,801 7,751,903 5,558,024 Change (2,468,282) (1,637,487) 2,637,062 158,187 Revised Revenues & Transfers-in 7,244,639 12,783,314 10,388,965 5,716,211

Initial Expenditures & Transfers-out 10,452,343 15,259,697 7,673,418 5,741,946 Change (2,543,072) (1,702,000) 2,495,000 - Revised Expenditures & Transfers-out 7,909,271 13,557,697 10,168,418 5,741,946

Ending Fund Balance 2,843,959 2,069,576 2,290,123 2,264,388

Debt Service Funds

Beginning Fund Balance 15,616,448 14,205,136 8,875,393 4,909,279 Revenues & Transfers-in 5,056,494 4,911,220 4,880,106 4,607,726

Initial Expenditures & Transfers-out 9,060,878 12,022,963 6,351,220 5,033,244 Change (2,593,072) (1,782,000) 2,495,000 - Revised Expenditures & Transfers-out 6,467,806 10,240,963 8,846,220 5,033,244

Ending Fund Balance 14,205,136 8,875,393 4,909,279 4,483,761

Total of All Funds After Revisions

Total Beginning Fund Balances 88,036,299 89,714,784 85,725,130 84,595,192 Revised Revenues & Transfers-in 45,593,417 51,222,642 49,834,018 46,159,182 Revised Expenditures & Transfers-out 43,914,932 55,212,296 50,963,956 43,729,961 Total Ending Fund Balances 89,714,784 85,725,130 84,595,192 87,024,413

City of Clayton - FY 2016 Budget Detailed Reconciliation Items

Capital Improvements FundREVENUE FY15 FY16 FY17 FY18

Increase St. Louis County Road & Bridge Tax $124,790 $144,513 $142,062 $158,187 Transfer from 2014 Bonds - Revised Project Schedule ($2,593,072) ($1,702,000) $2,495,000 Correct Project Bond Source ($80,730) Reallocation of Remaining 2011 Bond Funds $80,730 ($80,000)Total Revenue Changes ($2,468,282) ($1,637,487) $2,637,062 $158,187

EXPENDITURES FY15 FY16 FY17 FY18 Add Environmental Recycling Area Alternative $50,000 Alley Repairs FY15 - Adjust per Revised Schedule ($40,000) $40,000 Resurfacing - Adjust per Revised Schedule ($2,553,072) ($1,742,000) $2,495,000Total Expenditure Changes ($2,543,072) ($1,702,000) $2,495,000 $0

Net Change $74,790 $64,513 $142,062 $158,187

2011 Special Obligation BondREVENUE FY15 FY16 FY17 FY18No Revenue Change $0 $0 $0 $0

EXPENDITURES FY15 FY16 FY17 FY18 Reallocation of Remaining 2011 Bond Funds $80,730 ($80,000)Total Expenditure Changes $80,730 ($80,000) $0 $0

Net Change ($80,730) $80,000 $0 $0

2014 General Obligation BondREVENUE FY15 FY16 FY17 FY18No Revenue Change $0 $0 $0 $0

EXPENDITURES FY15 FY16 FY17 FY18 Transfer to Capital Improv. Fund - Revised Project Schedule ($2,593,072) ($1,702,000) $2,495,000 Correct Project Bond Source ($80,730)Total Expenditure Changes ($2,673,802) ($1,702,000) $2,495,000 $0

Net Change $2,673,802 $1,702,000 ($2,495,000) $0

Net Change - All Funds $2,667,862 $1,846,513 ($2,352,938) $158,187

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TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG S. OWENS, CITY MANAGER (CSO) KEVIN R. MURPHY, CHIEF OF POLICE DATE: AUGUST 25, 2015 SUBJECT: AN ORDINANCE APPROVING AGREEMENTS WITH THE CLAYTON

SCHOOL DISTRICT FOR SCHOOL RESOURCE OFFICERS

In the fall of 1997, the City entered into an agreement with the Clayton School District to provide a School Resource Officer at Clayton High School. Partial funding for the position was provided through a Federal grant. The grant paid for one-third of the cost of the officer while the School District paid one-third as did the City. In 1999, an agreement was reached to also provide a School Resource Officer at Wydown Middle School. As Federal funding was still available, the one-third agreement was continued for that position as well. In 2003, Federal funding was no longer available with the exception of one year remaining on the School Resource Officer position at Clayton High School. At that time, the City and School District entered into a three year agreement to continue the School Resource Officer program at both the high school and middle school. The agreement was that the City and the School District would each pay 50% of the cost of the officer at each school. In 2009, an agreement was made with the School District that they would pay 75% of the cost of the officer at each school. The last agreement renewal was approved in 2012 and is now due to expire at the end of August. The proposed terms for renewal will continue the 75%/25% School District/City cost sharing arrangement. RECOMMENDATION: To approve the Ordinance authorizing the City Manager to sign the agreements.

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BILL NO. 6513

ORDINANCE NO. _______

AN ORDINANCE APPROVING A SCHOOL RESOURCE OFFICER (SRO) AGREEMENT WITH THE CLAYTON SCHOOL DISTRICT _________________________________________________________________________________

WHEREAS, the City of Clayton and the Clayton School District desire to continue their partnership arrangements on the provision of School Resource Officers under the basic provisions as noted in “Exhibit A”, NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI AS FOLLOWS: Section 1. The agreement with the Clayton School District for school resource officer services is hereby approved in substantially the form attached hereto and marked Exhibit “A”. Section 2. The City Manager of the City of Clayton is hereby authorized to execute on behalf of the City an agreement in substantial conformity with Exhibit A, and the City Clerk is authorized to attest said signature and attach the official seal of the City of Clayton to the same. Section 3. This Ordinance shall be in full force and effect from and after its passage by the Board of Aldermen. Adopted this 25th day of August, 2015. ___________________________________ Mayor ATTEST: ________________________________ City Clerk

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POLICE SERVICE AGREEMENT

THIS AGREEMENT, entered into by and between the CLAYTON SCHOOL DISTRICT, hereinafter referred to as the DISTRICT, and the CITY OF CLAYTON, hereinafter referred to as the CITY, concerning the Security Program at Clayton High School and Wydown Middle School as described below and the considerations mutually acceptable to both agencies.

(1) The object of the program will be to assist the DISTRICT in continuing to provide a safe environment for the students, staff and citizens who interact with the DISTRICT. The CITY will provide two officers from the Clayton Police Department, hereinafter referred to as the POLICE, to respond to the needs of the various schools in the DISTRICT and will regularly make contact with and assist the staff and students.

(2) POLICE and DISTRICT will work collaboratively to develop job descriptions,

qualifications, character procedural documents, and a list of goals by which to evaluate the officers assigned to the DISTRICT.

(3) The terms of this agreement shall be in force September 1, 2015 and shall remain in effect

until August 31, 2018.

(4) POLICE shall detach two (2) police officers from its regular police force and assign the officers to the DISTRICT where they shall function as “School Resource Officers”. During the 12-month period of September 1, 2015, and August 31, 2018, the DISTRICT will pay 75% of the average salary and benefits for two police officers by September 30 of each year. The average salary will be determined on October 1st of each year and that amount will be transmitted to the DISTRICT for budgetary purposes. In addition, the DISTRICT agrees to pay 50% of all training expense incurred for mutually agreed upon training opportunities for the officers assigned as SRO’s.

(5) The POLICE will provide two uniformed police officers and provide special law

enforcement service to the DISTRICT. The services provided shall be services not ordinarily provided by the POLICE. The officers performing these services shall be considered employees of the POLICE and not employees of the DISTRICT, and shall follow the policies and procedures of the POLICE. The officers assigned to this program shall be selected by the POLICE. Normal duty (working hours) shall be 7:30 a.m. to 4:00 p.m., Monday through Friday. Duty (working) hours may be modified based upon need, and agreeable to both the POLICE and the DISTRICT.

(6) The DISTRICT shall have complete services of the assigned officer throughout the regular

school year. It is agreed by the DISTRICT to allow the assigned officer to work with neighborhoods adjacent to the schools for the mutual goals and objectives by the DISTRICT and CITY. In addition, one officer will be provided to the DISTRICT during scheduled summer schools.

(7) The POLICE shall provide a supervisor of the rank of sergeant or above who shall function as a liaison with the DISTRICT. This individual will work with the individuals designated

Page 4 of 4

by the DISTRICT to develop specific operational procedures to facilitate the goals of the program. The liaison will not be assigned to the DISTRICT.

(8) It is acknowledged that the CITY is insured by SLAIT (St. Louis Area Insurance Trust) for

claims involving Workers’ Compensation and tort liability and the CITY extends the protection of said insurance coverage to CITY employees and officers subject to the terms and conditions of the City’s worker compensation and liability insurance policies. DISTRICT shall not have responsibility for employee benefits or wages/salaries of officers assigned.

(9) POLICE and DISTRICT will meet regularly to monitor and evaluate the

progress of the program.

(10) This agreement may be terminated by either party upon written notice to the individuals signing the agreement. Said termination shall take effect 60 days after written notice.

The CITY and the DISTRICT agree to provide quality service to the citizens in our area and we agree to implement this program in an effort to further enhance the quality of life for our citizens. IN WITNESS THEREOF, DISTRICT and CITY have signed their names and affixed their official seals to this Agreement on the day and year first above written. CLAYTON SCHOOL DISTRICT By:

Superintendent CITY OF CLAYTON

By:

City Manager Attest: City Clerk



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG OWENS, CITY MANAGER PATTY DEFORREST, DIRECTOR OF PARKS & RECREATION DATE: AUGUST 25, 2015 RE: AN ORDINANCE APPROVING AN EASEMENT AGREEMENT FOR CERTAIN

IMPROVEMENTS TO THE METROPOLITAN SEWER DISTRICT’S SEWER AND STORMWATER SYSTEM IN OAK KNOLL PARK

The proposed ordinance would approve an easement to be granted to the Metropolitan Sewer District (“MSD”) for the purpose of allowing MSD to build and maintain an underground detention system, including sewer, stormwater, and other related appurtenances and improvements, within Oak Knoll Park as shown on Exhibit A. The goal of the project is to improve the stormwater and sewer system serving the St. Louis region in order to satisfy the requirements of a settlement between MSD and the Environmental Protection Agency and the Missouri Coalition for the Environmental Foundation which was entered into in 2011. Improvements will particularly benefit the Clayton residents in the vicinity. MSD anticipates that the project will be put out to bid this year with construction starting in early 2016. Work at Oak Knoll Park will be completed in the spring of 2016. As can be seen in Exhibit B, the permanent easement includes the northwestern corner of Oak Knoll Park where the precast concrete stormwater management system will be installed. The construction easement will be temporary and will be used for ingress and egress, storage of equipment and materials, and to perform all other related functions necessary to complete the project. None of the work will be at the City’s expense and MSD will restore or pay the City the cost to restore any disturbed areas. In consideration for granting the easement, MSD has agreed to restore the park according to an agreed upon plan which will include reforestation of areas disturbed during construction as well as assistance in repairing other areas that are damaged due to construction. All restoration work will be fully funded by MSD. In addition, MSD will be responsible for recording the easement and submitting one original to the City Clerk. The Parks & Recreation Department, Public Works Department and the City Attorney have reviewed and approved the easement and agreement documents. STAFF RECOMMENDATION: To approve the ordinance approving the easement for the Metropolitan Sewer District.

BILL NO. 6514

ORDINANCE NO.

AN ORDINANCE APPROVING AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF CERTAIN IMPROVEMENTS TO THE METROPOLITAN SEWER DISTRICT’S STORMWATER AND SEWER SYSTEM TO BE LOCATED IN OAK KNOLL PARK

WHEREAS, the Board of Aldermen finds that the new underground stormwater management system will enhance MSD’s ability to provide a safe and reliable sewer and stormwater collection system now and in the future, and WHEREAS, portions of these sewer facilities will be located upon and under property owned by the City of Clayton and it is desired that the City enter into an easement as hereinafter referenced in order to allow such enhancements to be constructed and maintained on the City’s property as hereinafter provided; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS: Section 1. The Board of Aldermen hereby approves and authorizes execution on behalf of the City of Clayton of an Easement Agreement to allow construction, operation, and maintenance of sewer and stormwater facilities in substantial conformity with Exhibit A, attached hereto and incorporated herein by this reference. Section 2. This Ordinance shall be in full force and effect both from and after its passage by the Board of Aldermen. Passed by the Board of Aldermen this 25th day of August, 2015. __________________________ Mayor Attest: _____________________________ City Clerk

EXHIBIT A

1

PERMANENT EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT

OAK KNOLL PARK

TO WHOM IT MAY CONCERN:

KNOW ALL MEN BY THESE PRESENTS, that THE CITY OF CLAYTON (the “City”), for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration paid by THE METROPOLITAN ST. LOUIS SEWER DISTRICT (“MSD”), the receipt of which is hereby acknowledged, does hereby give, grant, extend, and confer on MSD the exclusive right to build and maintain an underground detention system, including sewer, stormwater, and other related appurtenances and improvements (collectively, the “Improvements”), on the real property identified on the Easement Plat as a Permanent Easement, attached hereto and incorporated herein as Exhibit A (the “Easement”).

MSD shall also have a non-exclusive right to use the Easement for the purpose of ingress

and egress, including temporary roadway, and shall have a right to use such additional space adjacent to the Easement as may be required for working room during the construction, reconstruction, maintenance, or repair of the Improvements. MSD may from time to time enter upon the Easement to construct, reconstruct, replace, maintain, or repair the Improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The Easement hereby granted and shall continue for so long as MSD uses and maintains the improvements.

Also granted and conferred upon MSD by this instrument is a temporary construction easement, as identified on Exhibit A as a Temporary Easement (the “TCE”), for ingress and egress; the storage of equipment and materials; the right to remove trees, shrubs, and bushes; the right to grade, excavate and fill as necessary to build the Improvements; the right to relocate utilities; and to perform all other related functions necessary to complete this project; provided that any utility relocation shall be at no expense to the City whatsoever, and provided further that MSD shall restore, or pay to the City the reasonable cost to restore any disturbed areas and vegetation pursuant to a restoration plan approved by the City, which approval shall not be unreasonably withheld. The TCE hereby granted shall become null and void upon the completion of this project.

IN WITNESS WHEREOF, the City has caused these presents to be signed by its

______________________________________ on this day of , 2015.

THE CITY OF CLAYTON

By ____________________________________

EXHIBIT A

2

STATE OF MISSOURI )

) SS. COUNTY OF ST. LOUIS ) On this __ day of _________________, 2015, before me appeared ___________________ , to me personally known, who being by me duly sworn, did say he/she is _________________ of the City of Clayton (the “City”) and that said instrument was signed on behalf of the City by authority of its Board of Aldermen and acknowledged said instrument to be the free act and deed of the City. IN TESTIMONY WHEREOF, I have herewith set my hand and affixed my notarial seal the day and year first above written. My Commission expires .

___

Notary Public



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG OWENS, CITY MANAGER PATTY DEFORREST, DIRECTOR OF PARKS & RECREATION DATE: AUGUST 25, 2015 RE: AN ORDINANCE APPROVING AN EASEMENT AGREEMENT FOR CERTAIN

IMPROVEMENTS TO THE METROPOLITAN SEWER DISTRICTS SEWER AND STORMWATER SYSTEM IN ANDERSON PARK

The proposed ordinance would approve an easement to be granted to the Metropolitan Sewer District (“MSD”) for the purpose of allowing MSD to build and maintain a tunnel shaft, including sewer, stormwater, and other related appurtenances and improvements, within Anderson Park as shown on Exhibit A. The goal of the project is to improve the stormwater and sewer system serving the St. Louis region in order to satisfy the requirements of a settlement between MSD and the Environmental Protection Agency and the Missouri Coalition for the Environmental Foundation which was entered into in 2011. MSD anticipates that the project will be put out to bid in 2016 with construction starting later that year. Work at Anderson Park will have active construction that will take one (1) to two (2) years but when the work will take place within the estimated five (5) year tunnel construction is unknown until the Contractor is selected and the Contractor’s schedule is submitted. MSD will coordinate with the City of Clayton and provide written notification of construction timeframe once the tunnel construction schedule and Anderson Park construction is known. As can be seen in Exhibit B, the easement covers the entire 4.56 acres during construction as MSD will not only be building an underground tunnel but also will be installing new sewer connector lines in the park. A portion of the easement will be permanent for the new connector sewers for operation and maintenance purposes as well as a diversion structure with control panel which will be enclosed by a perimeter fence. The construction easement will be temporary and will be used for ingress and egress, storage of equipment and materials, and to perform all other related functions necessary to complete the project. None of the work will be at the City’s expense and MSD will restore or pay the City the cost to restore any disturbed areas pursuant to the restoration plan. In consideration for granting the easement, MSD has agreed to restore the park according to an agreed upon plan which will include reconstruction of the Dog Park and installation of stormwater BMP’s along the southeast side of the park that will help with drainage issues in the park. In addition, they will make improvements to parking, site access and landscaping that will be coordinated with City Staff. All restoration work will be fully funded by MSD. Exhibit C is a conceptual design of the restoration plan. In addition, MSD will be responsible for recording the easement and submitting one original to the City Clerk. The Parks & Recreation Department, Public Works Department and the City Attorney have reviewed and approved the easement and agreement documents. STAFF RECOMMENDATION: To approve the ordinance approving the easement for the Metropolitan Sewer District.

BILL NO. 6515

ORDINANCE NO.

AN ORDINANCE APPROVING AN EASEMENT FOR INSTALLATION AND MAINTENANCE OF CERTAIN IMPROVEMENTS TO THE METROPOLITAN SEWER DISTRICT’S STORMWATER AND SEWER SYSTEM TO BE LOCATED IN ANDERSON PARK

WHEREAS, the Board of Aldermen finds that the new underground tunnel system will enhance MSD’s ability to provide a safe and reliable sewer and stormwater collection system now and in the future, and WHEREAS, portions of these sewer facilities will be located upon and under property owned by the City of Clayton and it is desired that the City enter into an easement as hereinafter referenced in order to allow such enhancements to be constructed and maintained on the City’s property as hereinafter provided; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS: Section 1. The Board of Aldermen hereby approves and authorizes execution on behalf of the City of Clayton of an Easement Agreement to allow construction, operation, and maintenance of sewer and stormwater facilities in substantial conformity with Exhibit A, attached hereto and incorporated herein by this reference. Section 2. This ordinance shall be in full force and effect both from and after its passage by the Board of Aldermen. Passed by the Board of Aldermen this 25th day of August, 2015. __________________________ Mayor Attest: _____________________________ City Clerk

EXHIBIT A

1

PERMANENT SEWER EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT

ANDERSON PARK

TO WHOM IT MAY CONCERN:

KNOW ALL MEN BY THESE PRESENTS, that THE CITY OF CLAYTON (the “City”), for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration paid by THE METROPOLITAN ST. LOUIS SEWER DISTRICT (“MSD”), the receipt of which is hereby acknowledged, does hereby give, grant, extend, and confer on MSD the exclusive right to build and maintain a tunnel shaft, including sewer, stormwater, and other related appurtenances and improvements (collectively, the “Improvements”), on the real property identified on the Easement Plat as a Permanent Easement, attached hereto and incorporated herein as Exhibit A (the “Easement”).

MSD shall also have a non-exclusive right to use the Easement for the purpose of ingress

and egress, including temporary roadway, and shall have a right to use such additional space adjacent to the Easement as may be required for working room during the construction, reconstruction, maintenance, or repair of the Improvements. MSD may from time to time enter upon the Easement to construct, reconstruct, replace, maintain, or repair the Improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The Easement hereby granted and shall continue for so long as MSD uses and maintains the improvements.

Also granted and conferred upon MSD by this instrument is a temporary construction easement, as identified on Exhibit A as a Temporary Easement (the “TCE”), for ingress and egress; the storage of equipment and materials; the right to remove trees, shrubs, and bushes; the right to grade, excavate and fill as necessary to build the Improvements; the right to relocate utilities; and to perform all other related functions necessary to complete this project; provided that any utility relocation shall be at no expense to the City whatsoever, and provided further that MSD shall restore, or pay to the City the reasonable cost to restore any disturbed areas and vegetation pursuant to a restoration plan approved by the City, which approval shall not be unreasonably withheld. The TCE hereby granted shall become null and void upon the completion of this project.

IN WITNESS WHEREOF, the City has caused these presents to be signed by its ______________________________________ on this day of , 2015.

THE CITY OF CLAYTON

By ____________________________________

EXHIBIT A

2

STATE OF MISSOURI )

) SS. COUNTY OF ST. LOUIS ) On this __ day of _________________, 2015, before me appeared ___________________ , to me personally known, who being by me duly sworn, did say he/she is _________________ of the City of Clayton (the “City”) and that said instrument was signed on behalf of the City by authority of its Board of Aldermen and acknowledged said instrument to be the free act and deed of the City. IN TESTIMONY WHEREOF, I have herewith set my hand and affixed my notarial seal the day and year first above written. My Commission expires .

___

Notary Public

ANDERSON PARK - EASEMENTS

DEER CREEK SANITARY TUNNEL (CLAYTON RD. TO RDP) (11731)

08/19/2015

TEMPORARYEASEMENT

PERMANENTEASEMENT

PERM. ESMT.

TEMPORARYEASEMENT

TEMP.ESMT.

Page 1 of 3



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG S. OWENS, CITY MANAGER PATTY DEFORREST, DIRECTOR OF PARKS & RECREATION DATE: AUGUST 25, 2015 SUBJECT: ORDINANCE – APPROVING THE EXECUTION OF A LEASE FOR # 2 OAK

KNOLL PARK WITH THE ST. LOUIS COMMUNITY FOUNDATION

Last year, the City of Clayton issued a Request for Proposals from community-based organizations and/or businesses for use of the property located at #2 Oak Knoll Park. At that time the City received two submittals – one from the St. Louis Artists/ Guild and the second from the St. Louis Community Foundation (“Community Foundation”). Upon consideration of the two proposals it was determined that the proposal from the Community Foundation was the strongest submittal and, as a result, staff has worked with them over the past year to develop a plan for renovation of the structure as well as the terms of the lease. The Community Foundation will be utilizing this facility to serve as their new headquarters for the intended use as offices, daily operations, board meetings, donor events and community meetings and special events. Before you tonight is a lease that, if approved, will become effective once work on the property begins. This is anticipated to be as early as mid-September with the work estimated to take six to eight months. In summary, the terms of the lease include: Term: Twenty-five (25) years; beginning on Lease Commencement Date plus an option to renew

for an additional ten (10) year term. Community Foundation to maintain commercial liability insurance in the amount of

$3,000,000/$3,000,000. In addition, tenant shall maintain worker’s compensation insurance with no less than the minimum limits required by law.

Community Foundation will also be responsible for all interior maintenance and utility costs associated with the property once initial construction work is completed.

Capital improvements will be made by in a mutually agreed plan and paid for according to a 77.5/22.5% division, Community Foundation/City of Clayton.

No rent will be paid in the first twenty-five years of the lease due to the anticipated investment of nearly $1.25 million by the Community Foundation for repairs to the structure.

Thirty spaces will be allocated to Community Foundation employees and visitors.

Additional provisions of the lease cover issues related to special events, parking, signage and a variety of other administrative details.

Page 2 of 3

Recommendation: To approve the ordinance authorizing the execution of a lease between the City of Clayton and the St. Louis Community Foundation for the property at #2 Oak Knoll Park.

Page 3 of 3

BILL NO. 6516

ORDINANCE NO. _____

AN ORDINANCE PROVIDING FOR THE EXECUTION OF A LEASE FOR PROPERTY LOCATED AT #2 OAK KNOLL PARK WITH THE ST. LOUIS COMMUNITY FOUNDATTION _____________________________________________________________________________________ WHEREAS, the City of Clayton is desirous of leasing the St. Louis Community Foundation the property located at #2 Oak Knoll Park; and WHEREAS, the St. Louis Community Foundation is desirous of leasing from the City of Clayton the property located at #2 Oak Knoll Park; and WHEREAS, the City of Clayton and the St. Louis Community Foundation have negotiated the terms of a lease and have prepared a lease for approval; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI AS FOLLOWS: Section 1. The City Manager of the City of Clayton, Missouri, is hereby authorized to execute on behalf of the City a lease with the St. Louis Community Foundation in substantially the form attached hereto as Exhibit A and incorporated herein by reference and the City Clerk is authorized and directed to attest such signature and to attach the official seal of the City of Clayton to said lease. Section 2.. This Ordinance shall be in full force and effect from and after its passage by the Board of Aldermen. Adopted the 25th day of August, 2015 _____________________________ Mayor ATTEST: ______________________________ City Clerk

St. Louis Community Foundation Lease ____, 2015

1

LEASE AGREEMENT (Oak Knoll Park)

THIS LEASE AGREEMENT is made this ___ day of ____________, 2015, between the City of

Clayton, Missouri, a municipal corporation ("Landlord"), and the Tenant named below. Tenant: St. Louis Community Foundation, a Missouri charitable trust

pursuant to that Declaration of Trust dated March 28, 1996, and approved by the Attorney General of the State of Missouri on February 20, 1997.

Tenant's representative, Amelia A. J. Bond and Dwight Canning Current address, 319 North Fourth Street, Suite 300 St. Louis, MO 63102 Phone number: (314) 588-8200

Premises: That certain real property commonly known as #2 Oak Knoll

Park, Clayton, Missouri 63105, including all improvements thereon and appurtenances thereto, together with the parking area to the north of #2 Oak Knoll Park, all as shown on the site plan attached hereto as Exhibit A (the “Premises”), which Premises is located within the boundaries of the Park.

Park: That certain public park located in the City of Clayton, Missouri,

owned by the Landlord and known as Oak Knoll Park. Lease Term: Twenty-Five (25) years, beginning on Lease Commencement

Date and ending on Lease Expiration Date plus an option, at Tenant’s election in accordance with Section 1 below, to extend the Lease Term period for an additional ten (10) years.

Lease Commencement Date: The date that Tenant commences the Work (as defined in Section

12), which date Tenant and Landlord shall acknowledge in writing upon request by the other party.

Lease Expiration Date: Twenty-Five (25) years from the date that tenant commences the

Work. Rent Commencement Date: Not Applicable Base Rent: Not Applicable Tenant’s Permitted Use: Offices, daily operations, board meetings, donor meetings, donor events, meetings and other temporary uses by nonprofit organizations, community meetings, and community events. In addition, the Premises may be used for third party special events (including, by example and not limitation, weddings and receptions consistent with past special event uses of the property) subject to Landlord’s approval of such special events, such approval not to be unreasonably withheld, conditioned or delayed. Landlord acknowledges and agrees that Tenant expects to utilize the Premises for such special event on a regular basis, and that the anticipated steady revenue stream from such special events was a material inducement to Tenant entering into this Lease. Accordingly, Landlord, in its governmental and regulatory capacity, will use its reasonable best efforts to accommodate such special events requested by Tenant. Due to the regular use of the park by residents and the Landlord’s other tenant, coordination of events and use outside of normal operating hours will be done through


2

the Parks and Recreation Department and will be subject to the specific uses and conditions specified in the Conditional Use Permit obtained by Tenant from Landlord in Landlord’s governmental and regulatory capacity, as the same may be amended from time to time (the "Conditional Use Permit"). Commercial Liability Insurance: $3,000,000/$5,000,000 Security Deposit: Not Applicable 1. Granting Provisions. Subject to the other terms, covenants and conditions of this Lease, and in consideration of the obligation of Tenant to comply with the covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, together with all appurtenances thereto (including (a) the non-exclusive right to use the common areas of the Park in common with other Park users, which common areas include all areas shown on Exhibit A unless otherwise designated thereon (the “Common Areas”), and (b) the exclusive right to use the areas of the Park designated on Exhibit A as “Tenant’s Exclusive Areas”, [NEED EXHIBIT A PLAN DESIGNATING THE PREMISES, TENANT’S EXCLUSIVE AREAS (E.G. EXCLUSIVE PARKING), AND ANY AREAS RESERVED FOR THE EXCLUSIVE USE OF THE OTHER TENANT IN THE PARK] subject to the limitations herein contained or herein referenced) to have and to hold for the Lease Term set forth on the first page hereof, as the same may be extended, which shall commence on the Lease Commencement Date and end on the Lease Expiration Date set forth on the first page hereof. Landlord contemplates making certain modifications and improvements to the parking areas in the Park. Any such modifications or improvements that could adversely affect Tenant’s access to or use of the Common Areas and Tenant’s Exclusive Areas shall be subject to Tenant’s consent, not to be unreasonably withheld. Tenant is hereby granted one succeeding option (the "Extension Option") to extend this Lease on the same terms and conditions as herein contained (except for adjustments to “Base Rent” as hereinafter provided) for one additional consecutive term of ten (10) years expiring ten (10) years (the "Option Period") after the Lease Expiration Date, subject to the following terms and conditions. Notice of exercise of the option must be given to Landlord in writing not less than six (6) months prior to the Lease Expiration Date. Tenant shall have no right to exercise an option at any time when there exists an Event of Default on the part of Tenant or an event or occurrence which, with notice or the passage of time or both, would constitute an Event of Default on the part of Tenant.

The following additional grants and restrictions are hereby made a part of this Lease:

(i) Use of Park Grounds. It is understood and agreed between Landlord and Tenant that the park grounds of the Park are reserved exclusively under the control of Landlord as a public park of Landlord and this Lease does not include the lease of or the right to use any of the park grounds of the Park by Tenant, except as specifically provided for in this Lease. The general operating rules, regulations and procedures of Landlord relating to the use of the Park by the general public shall apply to Tenant and Tenant’s employees, agents, representatives, contractors, guests and invitees, and Landlord agrees that such rules, regulations and procedures will not conflict with Tenant’s express rights under this Lease.

(ii) Access to Premises. Landlord agrees to provide Tenant, including its employees, agents, representatives, contractors, guests and invitees, with uninterrupted access to the Premises through the Park as reasonably required in connection with Tenant’s use of the Premises. Said access shall be provided by Landlord to Tenant during all hours that Tenant is authorized to use the Premises under the Conditional Use Permit, and at such special times as may be extended under Paragraph 1(iv) (Special Use of Park Grounds). The access provided for herein shall be by vehicular traffic movement from the entrance of the Park on Big Bend Boulevard to the parking lot immediately north of the house and from said parking lot by pedestrian movement to the Premises. The other roads of the Park may be chained off by Landlord, periodically or permanently. There shall be no vehicular traffic allowed by Tenant or its employees, agents, representatives, contractors, guests and invitees on the chained off portions of the road, except for contractors of Tenant performing maintenance and repair work to the Premises as


3

provided in Paragraph 11 (Tenant’s care, Maintenance and Repair of Premises) and contractors of Tenant delivering supplies to the Premises. Tenant agrees to cooperate with Landlord in the control of the use of the Park roads by Tenant and its employees, agents, representatives, contractors, guests and invitees. Tenant agrees to cooperate in the implementation of any reasonable system that is devised by Landlord for providing controlled access to the roads of the Park. Tenant shall be responsible for enforcing compliance with the terms hereof by Tenant’s employees, agents, representatives, contractors, guests and invitees.

(iii) Parking. During normal operating hours (7:00 am – 6:00 pm), Tenant and its employees, agents, representatives, contractors, guests and invitees may use (A) the parking spaces within the Common Areas on a non-exclusive basis, and (B) the parking spaces within Tenant’s Exclusive Areas on an exclusive basis. In the event Tenant requires additional parking for special events Tenant may apply to the City Manager of Landlord or his designee for permission for said additional parking, and Landlord shall use reasonable best efforts to accommodate such request in accordance with Tenant’s Permitted Use. The City Manager of Landlord or his designee, in his or her reasonable discretion, shall evaluate the permission requested by Tenant and promptly either grant said permission as requested, or grant said permission with such additions, changes, conditions or restrictions, including a reasonable fee, as he or she shall deem appropriate under the circumstances in view of Landlord’s public obligation to properly maintain and operate the Park as a public park and taking into consideration that the Park is located in a residential section of Landlord’s city limits, or the City Manager or designee may deny said request, but in all events such consideration by the City Manager or designee shall be guided by the expectation of the parties regarding Tenant’s Permitted Use on page 1 of this Lease.

(iv) Special Use of Park Grounds. From time to time Tenant may apply to the City Manager of Landlord or his designee for permission to use designated areas of the park grounds in the Park for special events or to use the Premises at times when the Park is not open to the public. The City Manager of Landlord or his or her designee, in his or her reasonable discretion, shall evaluate the permission requested by Tenant and promptly either grant said permission as requested, or grant said permission with such additions, changes, conditions or restrictions, including a reasonable fee, as he or she shall deem appropriate under the circumstances in view of Landlord’s public obligation to properly maintain and operate the Park as a public park and taking into consideration that the Park is located in a residential section of Landlord’s city limits, or the City Manager may deny said request, but in all events such consideration by the City Manager or designee shall be guided by the expectation of the parties regarding Tenant’s Permitted Use on page 1 of this Lease.

2. Acceptance of Premises; Governmental Approvals. Subject to the express rights and obligations of the parties under this Lease, (a) Tenant hereby acknowledges that it has inspected the physical condition of the Premises, and it is accepting the Premises, under this Lease, in their presently existing condition, “as is,” “where is,” with all faults, and without any representation or warranty of any nature whatsoever, express or implied, oral or written, as to the condition of the Premises, (b) Tenant hereby waives any and all implied warranties of any and all kinds with respect to the Premises, and (c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TENANT ACKNOWLEDGES THAT LANDLORD HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, COMPLIANCE WITH SPECIFICATIONS OR LEGAL REQUIREMENTS, CONDITION, CONSTRUCTION, MERCHANTABILITY, DESIGN, QUALITY, DURABILITY, OPERATION OR FITNESS FOR USE OR PURPOSE OF THE PREMISES OR ANY PORTION THEREOF, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Except as otherwise expressly provided in this Lease, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on their use, Tenant is leasing the Premises based solely upon its own inspection, evaluation, review and analysis of the Premises, and Tenant is assuming the entire risk associated with any such inspection, evaluation, review and analysis being incomplete or inaccurate.


4

Tenant shall be responsible, at its sole cost and expense, for maintaining, renewing and/or procuring any and all required governmental approvals that may be required from time to time for its use and possession of the Premises, including its certificate of occupancy and Conditional Use Permit.

3. Use. In addition to provisions set forth elsewhere in this Lease, the following specific provisions are hereby adopted with respect to the use of the Premises by Tenant and its employees, agents, representatives, contractors, guests and invitees:

(i) Conditional Use Permit and other approvals. This Lease shall be conditioned upon Tenant maintaining a Conditional Use Permit from Landlord in Landlord’s governmental and regulatory capacity throughout the term of this lease. Tenant agrees to adhere to, comply with and abide by the terms and conditions of the Conditional Use Permit throughout the Lease Term. Should any of the terms or conditions of the Conditional Use Permit be breached or violated, this Lease may, at the option of Landlord, following written notice to Tenant and a reasonable opportunity to cure, be declared null and void and of no further force and effect. The continuation of this Lease in full force and effect shall be conditioned upon Tenant abiding by all of the terms and conditions of the Conditional Use Permit. A breach or violation of any of the terms and conditions of the Conditional Use Permit, and failure by Tenant to cure such breach or violation within a reasonable period of time following such breach or violation, shall be a default under this Lease by Tenant. Tenant may apply to Landlord for modification or amendment of the Conditional Use Permit relating to its own uses as provided by the ordinances and regulations of Landlord. Tenant shall not make any change in its manner of operation as approved in the Conditional Use Permit, or as approved in any modification or amendment thereof, until such time as any necessary modification or amendment to the Conditional Use Permit has been granted by Landlord. In its capacity as a municipal corporation, Landlord agrees to employ reasonable and good faith efforts to process and timely consider any application by Tenant for a modification or amendment of a Conditional Use Permit, all in accordance with all applicable laws, ordinances and regulations; provided, however, that nothing herein contained shall be construed as Landlord’s approval of, or acquiescence to, any proposed modification or amendment which Tenant may propose, it being acknowledged that such matters can only be approved by Landlord in the proper exercise of its municipal functions through appropriate governmental procedures. Notwithstanding anything herein to the contrary, in the event that Tenant is unable to obtain, upon terms and conditions reasonably acceptable to Tenant, a Conditional Use Permit, and all other permits and approvals required from applicable governmental authorities all in order to perform all Work and to operate from the Premises in the manner intended, then Tenant may terminate this Lease upon written notice to Landlord.

(ii) Permitted Use. The Premises shall be used only for the permitted uses set forth in this Lease, subject to the terms and conditions of the Conditional Use Permit, and for such other lawful purposes as may be incidental or related thereto.

(iii) Use Restrictions. Tenant shall at all times during the Lease Term:

(a) refrain from burning any papers, trash or garbage of any kind in or about the Premises;

(b) refrain from using the plumbing facilities in or about the Premises for any purpose other than that for which they were constructed and from disposing of any damaging or injurious substance(s) therein;

(c) refrain from permitting any vibration, noise or sound which is not consistent with Tenant’s use of the Premises (as permitted in this Lease) or which is objectionable due to intermittence, beat, frequency, shrillness or loudness;


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(d) refrain from permitting any objectionable or obnoxious odors, smoke, dust, or gas to emanate from the Premises, refrain from making any public or private nuisances which are not consistent with Tenant’s use of the Premises (as permitted in this Lease), and refrain from taking any action which may endanger Landlord or any users of the Park;

(e) refrain from any activities that would hinder or exclude the use of Oak Knoll Park as a public park, except for those activities expressly permitted by Landlord; and

(f) refrain from outside storage, including without limitation, storage of trucks and other vehicles, except with Landlord's prior written consent.

Tenant will not use or permit the Premises to be used in violation of this Lease for any purpose or in any manner that would void Tenant's or Landlord's insurance, or increase the insurance risk. If any increase in the cost of insurance maintained on the Premises by Landlord is caused by Tenant's use or occupation of the Premises outside the scope of permitted uses contemplated by this Lease, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord upon demand. Tenant shall comply with Landlord’s Rules and Regulations provided for in Paragraph 31.

(iv) Legal Requirements. Except as otherwise provided under Section 10 below, Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws (including, without limitation, the Americans With Disabilities Act), orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, including any directions of any public officer, pursuant to law, which imposes any duty upon the Landlord or Tenant that is the responsibility of Tenant under this Lease with respect to the Premises (collectively, "Legal Requirements"). Except as otherwise provided under this Lease, Tenant shall further, at its expense, make any alterations or modifications, within or without the house and grounds comprising the Premises, that are required by any Legal Requirements related to Tenant's use or occupation of the Premises. Landlord shall furnish to Tenant copies of all notices received by Landlord relating to the above-described responsibilities of Tenant within fifteen (15) days after receipt and, likewise, Tenant shall furnish to Landlord copies of all notices received by Tenant relating to the above-described responsibilities of Tenant within fifteen (15) days after receipt. Tenant shall have such time as reasonably necessary to comply with said notices. In the event Tenant fails to comply with any said notice within the time reasonably necessary to comply with said notice, then Landlord, in its sole discretion, may comply with said notice and Tenant agrees to pay and reimburse Landlord within fifteen (15) days of a written demand by Landlord for the total cost expended by Landlord in complying with said notice, together with the reasonable costs and expenses, including attorney’s fees incurred by Landlord, in so complying with said notice, together with interest on said amount at the rate provided in Paragraph 37(h) hereof for the period of time from the date of Landlord’s expenditures to the date all such sums are repaid by Tenant. Failure by Tenant to repay all such sums within fifteen (15) days after demand shall be a default by Tenant under this Lease.

4. Base Rent; Payment of Rent. No rent will be due from Tenant during the initial Twenty-Five (25) year term. If the tenant elects to exercise the option to extend the Lease, all terms shall be mutually agreeable to the parties.

5. Security Deposit. No security deposit will be required.

6. Additional Rent. Reserved. 7. Utilities. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone,

cable television, telecommunications, sewer, sprinkler services, refuse and trash collection, and other


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utilities and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like pertaining to Tenant's use of the Premises. Tenant shall cause all utilities used on the Premises to be separately metered to Tenant, at Tenant’s cost. No interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent. Notwithstanding anything to the contrary contained in this Paragraph 7, if an interruption or cessation of utilities results from a cause within the Landlord's reasonable control and the Premises are not usable by Tenant for the conduct of Tenant's business as a result thereof, the rent otherwise payable hereunder shall be abated for the period which commences five (5) business days after the date Tenant gives Landlord notice of such interruption until such utilities are restored. Notwithstanding the foregoing, Landlord will pay 50% of such utility costs and Tenant will pay 50% of such utility costs until the Work is completed whereupon Tenant shall then pay 100% of such utility costs.

8. Property Taxes. The parties hereby acknowledge that, based on Landlord’s ownership of the Park and Tenant’s intended use of the Premises, the parties may be able to obtain an exemption from payment of Property Taxes on the Park and the Premises, in whole or in part, for all or part of the Lease Term. In the event the Park and/or the Premises, in whole or in part, become subject to Property Taxes because of Tenant’s use of the Premises, Tenant may undertake efforts, at Tenant’s sole cost and expense, to obtain tax exemption for payment of such Property Taxes, and Landlord agrees to provide reasonable cooperation to Tenant in connection with Tenant’s efforts. To the extent, however, that Tenant is unable to obtain tax exemption, Tenant shall be responsible for paying Property Taxes as herein set forth.

All Property Taxes, if any, that accrue against the Premises and/or the Park during the Lease Term because of Tenant’s use of the Premises shall be paid by Landlord or, at Landlord’s option, shall be paid by Tenant. In the event Landlord desires Tenant to pay the Property Taxes, Landlord shall provide Tenant written notice thereof at least ten (10) days before the Taxes become delinquent. Tenant may contest by appropriate legal proceedings the amount, validity, or application of any Property Taxes or liens thereof, at Tenant’s sole cost and expense, provided that Tenant satisfies all requirements applicable to such proceedings and provided Tenant gives Landlord security acceptable to Landlord against loss of title through such proceedings. For purposes of this Lease, “Property Taxes” shall mean the aggregate amount of all real estate taxes, assessments (whether they be general or special), transit taxes, taxes based upon the receipt of rent and any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord's gross income or profits, unless the same shall be imposed in lieu of real estate taxes or other ad valorem taxes), which Landlord shall pay or become obligated to pay with respect to the Premises or the Park because of Tenant’s use of the Premises. Property Taxes shall include all fees and costs, including attorneys' fees, appraisals and consultants' fees, reasonably incurred by Landlord in connection with any legal proceedings contesting the amount, validity, or application of any Property Taxes, or liens thereof, regardless of whether any reduction or limitation is obtained. Property Taxes shall exclude fines, penalties and interest assessed as a result of the Landlord’s failure to pay Taxes before they become delinquent, unless Landlord has requested Tenant to pay Taxes directly, as provided for above, and Tenant has failed to do so in a timely manner. Property Taxes for any calendar year shall be Taxes which are due for payment or are paid during such calendar year, provided they relate to such calendar year. If at any time during the Lease Term the method of taxation then prevailing shall be altered so that any new tax, assessment, levy, imposition or charge shall be imposed upon Landlord in place or partly in place of any such Property Taxes, or contemplated increase in any such Taxes, and shall be measured by or be based in whole or in part upon the Premises or the rents or other income from the Premises, then all such new taxes, assessments, levies, impositions or charges, to the extent that they are so measured or based, shall be included in Property Taxes to the extent such items would be payable if the Premises were the only property of Landlord subject to same and the income received by Landlord from the Premises were the only income of Landlord.


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Tenant shall be liable for all taxes levied or assessed against any personal property or Trade Fixtures (hereinafter defined) placed in or at the Premises by or on behalf of Tenant, whether levied or assessed against Landlord or Tenant.

9. Insurance. Landlord shall maintain during the Lease Term all risk property insurance covering the reasonably anticipated replacement cost of the house comprising a part of the Premises. Landlord may, but is not obligated to, maintain such other insurance and insurance coverage’s as it may deem necessary, including, but not limited to, commercial liability insurance and rent interruption insurance. Tenant shall not be responsible to pay the premiums for insurance maintained by the Landlord pursuant to this Paragraph 9. However, in the event of any claim against the insurance maintained by Landlord hereunder, Tenant shall be responsible to pay any deductible amount owed under the policy, not to exceed $5,000.00 per occurrence for a maximum of three (3) occurrences per calendar year. Tenant shall have no obligation to pay any such deductible regarding more than three (3) occurrences during a calendar year.

Tenant shall not do or permit to be done any act or thing upon the Premises in violation of this Lease which will invalidate or be in conflict with the provisions of the fire and extended coverage insurance policies covering said property. Tenant at its sole cost and expense shall comply with all rules or requirements of the board of fire underwriters, or any other similar body, and shall not do or permit to be done, or keep or permit to be kept, anything in or upon the Premises which could invalidate or lessen the coverage of such insurance.

[TENANT CONFIRMING WITH INSURER] Tenant shall further, at its sole cost and expense, at all times at and after the Lease Commencement Date, maintain commercial general liability insurance in full force and effect for the Premises, and any portion of the grounds of the Park used by it, its employees, agents, representatives, contractors, guests and invitees, such insurance to be in the standard form generally in use in the State of Missouri with insurance companies having a current “Best” rating of not less than A and a financial rating not less than Class VII and authorized to do business in the State of Missouri, and such insurance to have a minimum limit of $3,000,000 per occurrence and a minimum umbrella limit of $3,000,000, for a total minimum combined general liability. Landlord may from time to time require reasonable increases in any such limits. The commercial liability policy(s) required of Tenant hereunder shall insure on an occurrence and not a claims-made basis and shall provide primary coverage to Landlord (and any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). Executed copies of said policies of insurance, or certificates thereof, shall be delivered by Tenant to Landlord on or before the Lease Commencement Date. Thereafter, at least thirty (30) days prior to expiration of the term of each such policy, a renewal or replacement insurance policy, or a certificate thereof, shall be delivered by Tenant to Landlord. In addition to the delivery of the policies, or certificates, at the same time Tenant shall deliver to Landlord proof of the payment of premiums for said policy(s). As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All said policies of insurance delivered by Tenant to Landlord must contain a provision that the company writing said policy will give Landlord at least twenty (20) days advance written notice of any cancellation, lapse or reduction in the amount of insurance provided under such policies. All said policies of insurance must contain a provision naming Landlord, its agents, employees, guests and invitees, as additional insured’s and/or loss payees, as their respective interests may appear and as provided for in this Lease.

Tenant shall further maintain throughout the Lease Term worker's compensation insurance with no less than the minimum limits required by law, and employer's liability insurance with such limits as required by law.

Any insurance coverage obtained by either party hereto shall include waivers of subrogation by the respective insurers, including all rights (based upon assignments from the respective


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insured’s) against Landlord or Tenant, and their respective owners, members, officers, employees, officials, managers, agents, representatives, contractors, invitees and guests, in connection with any property loss or damage thereby insured against. Neither party hereto, nor such party’s owners, members, officers, employees, officials, managers, agents, representatives, contractors, invitees or guests, shall be liable to the other party, or such party’s owners, members, officers, employees, officials, managers, agents, representatives, contractors, invitees or guests, for loss or damage caused by any risk covered by any property insurance policy, and each party waives any claims against the other party, and its owners, members, officers, employees, officials, managers, agents, representatives, contractors invites and guests, for such loss or damage so covered.

10. Repair or Maintenance Obligation on Part of Landlord. Landlord will assume responsibility for promptly and diligently maintaining, repairing and (if applicable) replacing, in neat, kempt and good working order, condition and repair, to a comparable level of quality as the majority of Landlord’s office buildings, and in accordance with all applicable laws, the exterior and structural elements of the premises, and surrounding park property and improvements, including, but not limited to, the footings, foundation, structural components, columns, joists, load bearing walls, exterior walls, soffits and facia, the roof and roof membrane, all mains, lines, pipes, conduits and facilities related to utilities serving the Premises up to the point of entry into the interior of the building, sprinkler/fire suppression systems, gutters and downspouts, windows, exterior paint, masonry (chimneys, steps, walkways, building, and terraces), landscaping, walkway and parking lot lighting, parking lots, driveways and walkways. Landlord acknowledges that a new roof shall be installed on the Building at the City’s expense when determined to be reasonably necessary. Such determination that a new roof is reasonably necessary shall be made by a roofing contractor reasonably approved by both Landlord and Tenant that is engaged to make such determination, but that is not engaged to perform such replacement work (if deemed reasonably necessary). Landlord, at its sole cost, shall make all modifications to the Property required by Applicable Law including, without limitation, all modifications required to comply with the Americans with Disabilities Act (ADA), except for those modifications made necessary as a result of Tenant’s specific business use (as distinguished from a modification which would be required to be made to any comparable office use irrespective of the use thereof by a particular occupant). All maintenance and repair work shall be performed with minimal interference to Tenant’s use and operations of the Property and the character and aesthetic appearance of the building shall not be altered or changed in any material way without the prior written consent of Tenant.

Except as otherwise provided in this Lease, Landlord shall have no obligation, in any manner whatsoever, to repair and maintain the Premises, nor the house comprising a part thereof, nor any fixtures or equipment located therein, whether structural or non-structural. Tenant expressly waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good order, condition and repair. Furthermore, Landlord shall not be liable to Tenant, or Tenant's owners, members, employees, managers, agents, invitees, guests or any other persons, for any damage caused to them or their persons or property by water, rain, snow, ice, sleet, fire, frost, storms and accidents, or by breakage, stoppage, or leakage of water, heating, or sewer pipes, or plumbing, or by any other condition, occurrence or event on, about, or adjacent to the Premises.

11. Tenant's Care, Maintenance and Repair of Premises. Tenant will use the Premises in a careful, safe and proper manner at all times throughout the Lease Term. In addition, Tenant will not commit waste, overload the floor or structure of the Premises above its design capacity or subject the Premises to any unreasonable use that would damage the Premises.

Subject to, and except as otherwise provided in, Paragraphs 9, 10 and 15, Tenant will during the Lease Term repair, replace and maintain in good, safe and reasonable condition, at its expense, the Premises, all parts and components of the Premises, and all areas, improvements and systems located within the Premises. Such repair and replacements shall include capital expenditures and repairs whose


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benefit may extend beyond the Lease Term. Without limiting the generality of the foregoing, but subject to, and except as otherwise provided in, Paragraphs 9, 10 and 15, Tenant agrees, covenants and warrants to do and perform, at its sole cost and expense, the following:

(i) Tenant will keep and maintain the exterior and interior of the house comprising the Premises in a neat and clean condition, free from nuisance and filth.

(ii) Tenant will keep and maintain in good order and repair the exterior and interior of the house comprising the Premises, including, for the purpose of illustration and not by way of limitation, the structure, structural components, roof, foundation, walls, floors, flooring, ceilings, entries, doors, windows, plumbing, water and sewer lines, mechanical equipment, fire sprinklers and fire protection systems, electrical wiring, electrical equipment and heating, ventilation and air conditioning systems of the Premises. Tenant agrees to enter into and maintain in force at all times during the Lease Term maintenance agreements for any heating, ventilation and air conditioning systems, HVAC equipment and electrical equipment serving the Premises. Said maintenance agreements shall provide for emergency repairs, annual inspections, and performance of any repairs or maintenance found to be needed by said inspections. Prior to entering into any such maintenance agreement (or any replacement maintenance agreement), Tenant shall submit a copy of said agreement to Landlord for approval, whose approval shall not be unreasonably withheld or delayed. Landlord shall have ten (10) days after any such submission either to approve in writing the terms of the maintenance agreement and the contractor to perform the specified maintenance or to provide Tenant written notice of the objections Landlord has with respect to such terms or contractor.

(iii) Omitted

(iv) Tenant will be responsible for any janitorial services required for cleaning of the Premises and, further, Tenant will be responsible for the removal of trash and waste from the Premises.

(iv) Tenant will perform any maintenance and repairs written for which it is responsible under this Lease, notice of which is given to Tenant by Landlord as provided in Paragraph 19 (Inspection and Access).

(v) In connection with any contract that Tenant executes for maintenance, repair or replacement work, if the charges under such contract will amount to the sum of Fifty Thousand Dollars ($50,000.00) or more, Tenant shall furnish Landlord a bond with good and sufficient sureties in the amount of the bid or bids or schedule of charges for the work to be performed plus an amount equal to five percent (5%) of such amount, which bond, among other conditions, shall be conditioned upon the payment of any and all labor and materials supplied in connection with the work to be performed as provided by Missouri law. Tenant agrees to perform all maintenance, repair and replacement work in a good and workmanlike manner, and Tenant warrants and represents that all said work shall be of good quality, free from faults and defects and shall be done and performed in a manner that does not in any way injure or harm the Premises, including any structural part of the Premises or any exterior part of the Premises. Tenant further agrees to hold Landlord harmless from and against any and all liabilities of any kind or description which may arise out of or in connection with said maintenance, repair or replacement work, except as such liability is caused by reason of the gross negligence or willful misconduct of Landlord or its agents, employees or contractors.

If Tenant fails to perform any maintenance, repair or replacement for which it is responsible, Landlord may perform such work and shall be reimbursed for the cost thereof by Tenant within ten (10) days after demand therefore. Subject to Paragraphs 9, 10 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Premises, or any improvements, amenities, or other elements of the Park, that result from damage caused by Tenant or its owners, members, officers, employees, managers, contractors, agents, representatives, invitees, guests or assigns.


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12. Tenant Improvements, Tenant-Made Alterations and Trade Fixtures. “Work” will include repairs and renovations to the interior and exterior of the building on the Premises and related improvements that Tenant determines are necessary and/or appropriate for its use of the Premises, including without limitation, exterior walls, landscaping, terrace and exterior steps, masonry, chimneys and fire places, roof and roof membrane, gutters and downspouts, soffits and facia, structural matters, HVAC, boiler, electrical, mechanical and plumbing systems and equipment, removal of existing “gallery” walls, ceiling, lighting, kitchen, floors, walls, windows, restrooms, and related fixtures and equipment. Tenant commits to fund a budget for the Work in the total amount of $1,549,000 (the “Budget”) that first will be used for interior repairs and alterations and, to the extent Budget funds are available after the interior Work, for repairs to the exterior, roof and structure of the building. Landlord will pay 22.5% of the Budget and Tenant will pay 77.5% of the Budget. The costs of any reasonably unforeseen work associated with the Work in excess of the Budget will be paid for by Landlord and Tenant according to the foregoing formula. In addition, Landlord shall pay the cost of any reasonably necessary remediation or abatement of hazardous materials, asbestos or lead paint located on the Premises. Prior to execution of the Lease, Tenant submitted to Landlord for approval, and Landlord in its capacity as landlord, approved plans and specifications for the Work listed on Addendum 1-A attached hereto, in accordance with Addendum 1 (“Landlord’s Approval”). Prior to commencing the Work, Tenant will obtain construction bids for the project and all necessary or appropriate permits and approvals from applicable authorities (the “Governmental Approvals”). If the estimated cost of the Work (including contingencies) exceeds the Budget due to work that is shown on the Plans or additional work requested by Tenant, Tenant may request in writing that Landlord assume responsibility for a portion of such amounts in excess of the Budget (“Landlord’s Contribution”). Landlord shall in good faith promptly review and confirm in writing to Tenant within 20 days after receipt of Tenant’s request whether it commits to fund Landlord’s Contribution. Tenant may terminate the Lease upon written notice to Landlord if (i) Tenant determines that the costs to perform the Work exceed Tenant’s Budget, or (ii) Landlord fails to timely commit to fund Landlord’s Contribution. If Landlord has committed to fund Landlord’s Contribution and Tenant elects to proceed with the Work, then Tenant shall notify Landlord in writing accordingly (the “Notice to Proceed”). Tenant may install and remove its fixtures and equipment on and from the Premises from time to time during the Lease term, including upon expiration or earlier termination of the Lease, and Tenant shall have exclusive rights to the same. Any additional or modified tenant improvements to be installed at the Premises (the "Improvements"), and any alterations or modifications to be made of the Premises, ("Tenant-Made Alterations"), by or on behalf of Tenant shall be subject to Landlord's prior written approval. Tenant shall cause, at its expense, all Improvements and Tenant-Made Alterations to comply with insurance requirements and with Legal Requirements, and Tenant shall construct at its expense any alteration or modification required by Legal Requirements as a result of any Improvements or Tenant-Made Alterations. All Improvements and Tenant-Made Alterations shall be installed and made in compliance with the requirements set forth in Addendum 1 hereto. Tenant shall, at Tenant’s sole cost and expense, be permitted to install or implement such security measures at the Premises as Tenant deems reasonably appropriate. Upon surrender of the Premises, all Improvements and/or Tenant-Made Alterations constructed by Landlord or Tenant shall remain on the Premises as Landlord's property, expressly excluding Tenant’s furniture, signage and Trade Fixtures (as defined below). Tenant shall reasonably repair any damage caused by such removal.

Tenant, at its own cost and expense and without Landlord's prior approval, may install such shelves, equipment and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or materially damage the Premises, and may be removed without material injury to the Premises, and the installation thereof complies with all Legal Requirements and with Landlord's requirements set forth


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above. Upon the expiration or termination of this Lease, unless otherwise agreed to by Landlord, Tenant shall remove its Trade Fixtures and shall reasonably repair any damage caused by such removal.

13. Signs. Tenant may install at its cost signage at the Premises and at the entrance to the Park that complies with Landlord’s Ordinances. Tenant shall not make any other changes to the exterior of the house comprising part of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord's prior written consent in each instance. Upon surrender or vacation of the Premises, Tenant shall remove all signs and shall repair, paint, and/or replace the building facia surface to which its signs, media, etc. were attached. Tenant shall obtain all applicable governmental permits and approvals for its signs and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord's approval. If requested in writing by Tenant, Landlord agrees to provide, at Tenant’s sole cost and expense, signage in the Park identifying the location of Tenant’s Premises in the Park and identifying the Premises of Tenant, such signage to be in form and substance acceptable to Landlord, in Landlord’s sole discretion. Finally, Tenant may post such temporary signage as may be approved by Landlord for special events authorized by Landlord under the terms of Paragraph 1(iv) hereof.

14. Reserved.

15. Restoration. If at any time during the Lease Term the Premises are damaged by a fire or other casualty, Tenant shall notify Landlord, within forty five (45) days after Tenant obtains notice of such damage, as to the amount of time Tenant reasonably estimates it will take to restore the Premises. If the Tenant reasonably determines that the damage is substantial and/or restoration time is estimated to exceed six (6) months, Tenant may elect to terminate this Lease upon notice to the other party given no later than thirty (30) days after Tenant’s said notice. If Tenant does not elect to terminate this Lease, then, Tenant shall, at Tenant’s expense, promptly restore the Premises, including all improvements installed by Tenant, subject to delays arising from Force Majeure events. Upon substantial completion of the restoration work, Tenant shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Tenant reasonably estimates that it will take more than one-half of the remaining Lease Term to repair such damage.

If this Lease is terminated under any of the foregoing provisions, the insurance proceeds from the all risk property insurance policy provided for in Paragraph 9 (Insurance) shall be paid to Landlord as the sole and exclusive property of Landlord. If the Lease is not terminated under any of the foregoing provisions, Tenant shall restore and rebuild the Premises as soon as possible to the same condition as existed immediately prior to the damage, using the receipt of insurance proceeds to the extent required and any additional monies which may be required.

16. Condemnation. If any substantial part of the Premises should be taken for any public or

quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would prevent or materially interfere with Tenant's use of the Premises, then upon written notice of termination from Tenant to Landlord, to be provided within sixty (60) days after Tenant obtains notice of the anticipated Taking or within the thirty (30) days after the actual Taking occurs, whichever time period expires first, this Lease shall terminate and the rent payable hereunder shall be adjusted and terminated as of said date. If part of the Premises shall be Taken and this Lease is not terminated as provided above, this Lease shall remain in effect. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to make a separate claim against the condemning authority (but not Landlord) for such


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compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant's Trade Fixtures, if a separate award for such items is made to Tenant.

17. Assignment and Subletting. Except with Landlord's prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises in excess of the permitted uses contemplated on page 1 of this Lease, and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests or management authority controlling Tenant shall be deemed an assignment of this Lease. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease requested by Tenant. In addition to the foregoing requirements and conditions, any assignment or subletting by Tenant shall be subject to Tenant obtaining a modification or amendment of Tenant’s Conditional Use Permit to authorize the use(s) proposed by Tenant’s proposed assignee or subtenant.

Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the proposed assignee or subtenant as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under this Lease.

If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or

in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, subtenant, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

18. Indemnification; Waiver. Except where arising solely from the activities of Landlord, its agents, employees or contractors, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's officials, members, officers, employees, contractors, agents and representatives, from and against any and all claims, losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from (i) Tenant's use or occupation of the Premises; (ii) the conduct of Tenant's business or anything else done or permitted by Tenant to be done in or about the Premises, including any contamination of the Premises, or any other property, resulting from the presence or use of Hazardous Material (hereafter defined) caused or permitted by Tenant; (iii) any breach or default in the performance of Tenant's obligations under this Lease; (iv) any misrepresentation or breach of warranty by Tenant under this Lease; or (v) any other acts or omissions of Tenant or its subtenants, assignees, invitees, guests, owners, members, officers, employees, contractors, agents and representatives. Tenant shall defend Landlord against any such claims, etc. at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election; Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in connection with any such claims, etc. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under this Paragraph 18.

As a material part of the consideration to Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the Premises arising from Tenant’s use and operations, and Tenant hereby waives all claims in respect thereof against Landlord. The above and foregoing indemnification shall be construed to apply to all such damage, injury and claims, including claims attributable to the sole, contributory, partial, joint, comparative or concurrent negligence of Tenant, and


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whether or not attributable to the contributory, partial, joint, comparative or concurrent negligence of Landlord or any of its employees, officers, agents, representatives, contractors or invitees, but expressly excluding, however, claims attributable solely to the gross negligence or willful misconduct of Landlord or any of Landlord's agents, employees or contractors. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY LANDLORD AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT AS ABOVE PROVIDED WHEN LANDLORD (OR ITS AGENTS, EMPLOYEES OR CONTRACTORS) ARE CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH TENANT (BUT NOT SOLELY NEGLIGENT). As used in this Section, the term "Tenant" shall include Tenant's subtenants, assignees, invitees, guests, owners, members, officers, employees, contractors, agents and representatives.

Without limiting the generality of the foregoing, Landlord shall not be liable for any damage or injury to the person, business (including interruption or loss of business), goods, wares, merchandise or other property of Tenant, Tenant's employees, or any other person on or about the Premises whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas, or rain; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning, or lighting fixtures or any other cause; (c) conditions arising in or about the Premises, or from other sources or places; or (d) any act or omission of any other third party. The provisions of this Paragraph 18 shall not, however, exempt Landlord from liability in cases in which Landlord or its agents, employees or contractors have been solely grossly negligent or have engaged in willful misconduct.

19. Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time for the purpose of making an inspection of the interior or exterior of the Premises to determine, in Landlord’s sole discretion, whether Tenant is properly performing its obligations of maintenance, repair and replacement of the interior or exterior of the Premises, whether Tenant is in compliance with Legal Requirements as provided in Paragraph 3(iv), and/or whether Tenant is observing and performing all of the covenants, warrants and agreements binding on it under this Lease. If Landlord shall so determine that Tenant is not properly performing its obligations to maintain, repair and make replacements of the Premises, Landlord shall give Tenant written notice of the deficiency in Tenant’s maintenance, repair and replacement work. Tenant shall have thirty (30) days after said notice to perform the maintenance, repair and replacement work specified in said notice in the same manner and under the same covenants, warranties, terms and conditions as provided in Paragraph 11 (Tenant’s Care, Maintenance and Repair of Premises); provided, however, if said maintenance, repair or replacement work shall reasonably require a corrective period of longer than thirty (30) days, Tenant shall have such additional time as is reasonably necessary to perform said maintenance, repair and replacement work. Landlord and its agents, representatives, and contractors may also enter the Premises at reasonable times to make such maintenance, repairs and/or replacements to the Premises as Landlord may deem necessary or appropriate and for such other reasonable business purposes as Landlord may designate. Landlord and Landlord's representatives may further enter the Premises at reasonable times for the purpose of showing the Premises to prospective purchasers, investors and mortgagees and, during the last six (6) months of the Lease Term, prospective tenants. In connection therewith, Landlord may erect a suitable sign on the Premises stating the Premises are available for sale or that the Premises are available for lease. Landlord may grant easements, make public dedications, designate common areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction shall materially interfere with Tenant's use or occupancy of the Premises or otherwise be inconsistent with the terms and conditions of this Lease. At Landlord's request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions.

20. Quiet Enjoyment. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.


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21. Surrender. Upon expiration or termination of the Lease Term or earlier termination of Tenant's right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted, but with such repairs and replacements as may be required hereunder. Any Trade Fixtures, Tenant-Made Alterations (including Tenant’s Improvements, if any) and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property. All obligations of Tenant hereunder not fully performed as of the expiration or termination of the Lease Term shall survive the Lease Term, including without limitation, indemnity obligations, rent payment obligations and obligations concerning the condition and repair of the Premises.

22. Holding Over. If Tenant retains possession of the Premises after the expiration or termination of the Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding any Extension Option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal to the fair market rental value of the premises in effect on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease (except as otherwise expressly provided in a written instrument signed by Landlord and Tenant), and this Paragraph 22 shall not be construed as consent for Tenant to retain possession of the Premises.

23. Events of Default. Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:

(i) Reserved.

(ii) Tenant or any guarantor of Tenant's obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "proceeding for relief"); (C) become the subject of any proceeding for relief which is not dismissed within sixty (60) days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

(iii) Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease.

(iv) Omitted

(v) Tenant shall attempt or there shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect to this Lease except as otherwise permitted in this Lease.

(vi) Tenant shall fail to discharge, or provide Landlord security acceptable to Landlord which protects Landlord and the Premises against, any lien placed upon the Premises in


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violation of this Lease within thirty (30) days after any such lien or encumbrance is filed against the Premises.

(vii) Should Landlord fail to perform any obligations under the Lease, it will be deemed a default by Landlord upon written notice thereof from Tenant, and Tenant will have the right, upon 30 days prior notice (or in the event of an imminent threat to person or property, such notice as is reasonably practicable under the circumstances), to perform such obligations at Landlord’s expense. Landlord shall reimburse Tenant therefor within 30 days after receipt of an invoice therefor. Such amount shall accrue interest at 8% per annum if unpaid after 30 days. Should Landlord fail to reimburse such amount in full for 60 days then Tenant shall have the right to terminate the Lease and be reimbursed for the unamortized value (on a straight line basis in accordance with generally accepted accounting principles) of the obligation and of any other authorized alterations and improvements funded by Tenant on the Premises.

Should Tenant fail to perform any obligations under the Lease, it will be deemed a default by Tenant upon written notice thereof from Landlord, and Landlord will have the right, upon 30 days prior notice (or in the event of an imminent threat to person or property, such notice as is reasonably practicable under the circumstances), to perform such obligations at Tenant’s expense. Tenant shall reimburse Landlord therefor within 30 days after receipt of an invoice therefor. Such amount shall accrue interest at 8% per annum if unpaid after 30 days.

24. Landlord's Remedies. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: terminate this Lease or Tenant's right of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity. Upon the termination of this Lease or termination of Tenant's right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises.

If Landlord terminates the Lease after an Event of Default, Landlord shall recover the cost of recovering possession (including attorneys' fees and costs of suit), all of the costs and expense of repairs, changes, alterations, and additions, the expense of such reletting (including without limitation brokerage fees and leasing commissions). Any such payments due Landlord shall be made upon demand therefore from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written agreement of Landlord. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that forbearance or waiver by Landlord or Tenant to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord's or Tenant’s right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent


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permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term different than the remaining Lease Term, rental concessions, alterations and repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Park before re-letting the Premises). Landlord shall not be liable, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or collect rent due in respect of such reletting.

25. Tenant's Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within thirty (30) days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of thirty (30) days, then after such period of time as is reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term "Landlord" in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Premises, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord.

26. Reorganization and Bankruptcy. If, at any time after the execution of this Lease, whether prior to the Lease Commencement Date or during the Lease Term, [a] any case or proceeding in bankruptcy, insolvency or reorganization shall be filed, commenced or in any way instituted by or against Tenant pursuant to the bankruptcy laws of the United States of America, or any receiver or trustee shall be appointed for all or any portion of Tenant’s business or property, and any of such proceedings, process or appointment be not discharged and dismissed within ninety (90) days from the date of such filing, appointment or issuance, or [b] Tenant shall be adjudged a bankrupt or insolvent, or Tenant shall make an assignment for the benefit of creditors, or Tenant shall file a voluntary petition or Tenant petitions for, or enters into, an arrangement for reorganization, composition or any other arrangement with Tenant’s creditors under any federal or state law now or hereafter enacted, or [c] this Lease or the estate of Tenant herein shall pass to or devolve upon, by operation of law or otherwise, anyone other than Tenant (except as herein provided), the following provisions shall apply:

(i) If applicable law does not allow this Lease or the rights or obligations under this Lease to be terminated as provided in Paragraph 26(ii) below, no trustee or referee in bankruptcy, debtor-in-possession or other person shall assume this Lease or take, claim or retain possession of the Premises unless the interests of Landlord are adequately protected as provided in Paragraph 26(iii) below and Landlord receives adequate assurance of future performance of this Lease as provided in Paragraph 26(iv) below.

(ii) If applicable law does not prevent this Lease or the rights and obligations under this Lease from being terminated, then such event or circumstance shall be construed as repudiation by Tenant of Tenant’s obligations hereunder and shall cause this Lease ipso facto to be cancelled and terminated. Upon such termination, Landlord shall have the immediate right to re-enter the Premises and to remove all persons and property therefrom and, if allowable under applicable law, this Lease shall not be treated as an asset of Tenant’s estate and neither the Tenant nor anyone claiming by, through or under


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Tenant, whether by virtue of any law or any order of any court, shall be entitled to the possession of the Premises or to remain in the possession thereof. Upon any termination of this Lease as aforesaid, Landlord shall be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are authorized under Paragraph 24 (Landlord’s Remedies), unless any statute or rule of law governing the proceedings in which damages are to be proved limit the amount of such claims capable of being so proved, in which case Landlord shall be entitled to recover, as and for liquidated damages, the maximum amount which may be allowed under any such statute or rule of law. As used in this paragraph 26(ii), the term Tenant shall be deemed to include Tenant and its successors or assigns, if any.

(iii) Tenant acknowledges that in the event any proceeding or any action, judgment or arrangement described above is instituted or taken by or against Tenant, Landlord may lack adequate protection of its interests in the Premises and, therefore, Landlord shall have the right at Landlord’s sole option and discretion to seek relief from any stay or stays of present or future efforts or actions to obtain possession of the Premises. Tenant acknowledges and agrees that Landlord shall have the right, in Landlord’s sole judgment and discretion, to request by motion, application, petition or otherwise and expedited, immediate determination by any person or entity entitled by law to assume or assign this Lease as to whether this Lease shall be assumed or assigned.

(iv) If, at any time or times, Landlord is or becomes entitled to receive adequate assurance of future performance of this Lease, whether Tenant is in default of this Lease or not, pursuant to the bankruptcy laws of the United States of America or otherwise, Tenant acknowledges and agrees that such assurance will be adequate only if it includes at a minimum that: (i) the source of rent (if any), all other consideration or remuneration due Landlord under this Lease and all financial obligations undertaken by Tenant under this Lease are guaranteed and assured; (ii) the financial condition and operating performance of Tenant are guaranteed and assured to be of a level and caliber substantially equivalent to the financial condition and operating performance of Tenant as of the date Tenant signs this Lease; and (iii) it is guaranteed in writing that any assumptions or assignments of this Lease made or to be made, are made or shall be made explicitly and specifically subject to all provisions of this Lease, without modification, alteration, or exception. Notwithstanding any clause or provision of this Paragraph 26(iv) seemingly to the contrary, Tenant expressly acknowledges and agrees that compliance with the provisions of this Paragraph 26(iv) shall in no case in and of itself constitute adequate assurance of future performance of this Lease, and Landlord expressly reserves the right to request all assurances Landlord deems necessary under the circumstances.

27. Subordination. This Lease and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any first mortgage, now existing or hereafter created on or against the Park or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder. Tenant hereby appoints Landlord attorney in fact for Tenant irrevocably (such power of attorney being coupled with an interest) to execute, acknowledge and deliver any such instrument and instruments for and in the name of the Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the "holder" of a mortgage shall be deemed to include the beneficiary under a deed of trust.


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28. Mechanic's Liens. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within thirty (30) days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such thirty (30) day period.

29. Estoppel Certificates. Tenant agrees, from time to time, within ten (10) days after request of Landlord, to execute and deliver to Landlord, or Landlord's designee, any estoppel certificate requested by Landlord, stating that this Lease is in full force and effect, the date to which rent (if any) has been paid, that Landlord is not in default hereunder (or specifying in detail the nature of Landlord's default), the termination date of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. Tenant's obligation to furnish each estoppel certificate in a timely fashion is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant’s obligations to timely deliver an estoppel certificate.

30. Environmental Representations and Requirements. Except as expressly set forth in this Lease, Landlord makes no representation or warranty of any kind as to the environmental condition of the Premises. Without limiting the generality of the foregoing, Landlord makes no representation or warranty that the substances and materials now contained in the Premises (i) are not toxic or hazardous substances or environmentally unsound or otherwise unsafe or (ii) will not in the future be considered toxic or hazardous substances or environmentally unsound or otherwise unsafe. Tenant acknowledges that it has inspected, analyzed, reviewed and evaluated the Premises, and the Premises are being accepted by Tenant "as is," "where is," with all faults, and without any representation or warranty of any nature whatsoever, express or implied, oral or written, as to the environmental condition or other condition of the Premises. Furthermore, Tenant is leasing the Premises based solely upon its own inspection, evaluation, review and analysis of the Premises, and Tenant is assuming the entire risk associated with any such inspection, evaluation, review and analysis being incomplete or inaccurate. Tenant is further accepting the Premises subject to the possibility of changes in the standards and safety of materials and substances contained in the Premises in the future, and Landlord shall have no liability to Tenant for substances and materials now contained in the Premises being found in the future to be toxic, hazardous, environmentally unsound or otherwise unsafe.

Except for Hazardous Material contained in products used by Tenant in de minimis quantities for ordinary cleaning, household or office purposes, Tenant shall not permit or cause any party to bring any Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release any Hazardous Material in or about the Premises. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Park or the Premises by Tenant, its subtenants, assignees, owners, members, officers, employees, contractors, agents, representatives, invitees or guests. Tenant shall complete and certify disclosure statements requested by Landlord from time to time relating to Tenant's transportation, storage, use, generation, manufacture or release of Hazardous Materials on the Premises. The term "Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the Park or the environment,


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including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Material" means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Premises or the Park by Tenant, its subtenants, assignees, owners, members, officers, employees, contractors, agents, representatives, invitees or guests, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises and loss of rental income from the Premises), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys' fees, consultant fees or expert fees and including, without limitation, removal or management of any asbestos brought into the property or disturbed in breach of the requirements of this Paragraph 30, regardless of whether such removal or management is required by law) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is obligated to remediate as provided above or any other breach of the requirements under this Paragraph 30 by Tenant, its subtenants, assignees, owners, members, officers, employees, contractors, agents, representatives, invitees or guests, regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant under this Paragraph 30 shall survive any termination of this Lease.

Landlord shall have access to, and a right to perform inspections and tests of, the Premises to determine Tenant's compliance with Environmental Requirements, its obligations under this Paragraph 30, or the environmental condition of the Premises. Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's operations. Such inspections and tests shall be conducted at Landlord's expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.

Notwithstanding anything to the contrary in this Paragraph 30, Tenant shall have no liability of any kind to Landlord as to Hazardous Materials on the Premises caused or permitted by (i) Landlord, its agents, employees, contractors or invitees; or (ii) any other owners or tenants in the Park or their agents, employees, contractors, or invitees; or (iii) any other person or entity located outside of the Park.

31. Rules and Regulations. Tenant shall, at all times during the Lease Term, comply with

all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Park and the Premises, provided such rules and regulations do not conflict with Tenant’s rights under this Lease. Landlord’s current rules and regulations are attached hereto as Addendum 2. In the event of any conflict between said rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control.

32. Security Service. Tenant acknowledges and agrees that Landlord is not required to

provide any security services with respect to the Premises or the Park and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises


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or any other breach of security with respect to the Premises. 33. Force Majeure. Except for monetary obligations, neither Landlord nor Tenant shall be

held responsible for delays in the performance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord or Tenant, as the case may be ("Force Majeure"). Notwithstanding the foregoing, no Force Majeure shall be deemed to exist unless the party asserting Force Majeure to excuse its delay shall notify the other party in writing within thirty (30) days after the commencement of such claimed Force Majeure.

34. Entire Agreement. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument in writing signed by both parties hereto.

35. Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

36. Brokers. Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. Landlord represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, and Landlord agrees to indemnify and hold Tenant harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Landlord with regard to this leasing transaction.

37. Miscellaneous.

(a) If and when included within the term "Tenant," as used in this instrument, there is more than one person, firm or corporation; each shall be jointly and severally liable for the obligations of Tenant.

(b) All notices required or permitted to be given under this Lease shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight courier service, postage prepaid, or by hand delivery addressed as follows: in the case of Landlord, to Landlord at 10 N. Bemiston Avenue, Clayton, Missouri 63105; or, in the case of Tenant, to Tenant at the Premises. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery.

(c) Except as otherwise expressly provided in this Lease or as otherwise required by law, Landlord retains the absolute right to withhold any consent or approval.

(d) Neither this Lease nor a memorandum of lease shall be filed in any public record.


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(e) The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto.

(f) The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

(g) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.

(h) Any amount not paid by Tenant within five (5) days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or twelve percent (12%) per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

(i) Construction and interpretation of this Lease shall be governed by the laws of the state of Missouri.

(j) Time is of the essence as to the performance of the parties’ obligations under this Lease.

(k) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

(l) In the event either party hereto initiates litigation to enforce the terms and provisions of this Lease, the non-prevailing party in such action shall reimburse the prevailing party for its reasonable attorney's fees, filing fees, and court costs.

(m) All covenants, warranties, obligations, indemnities, duties and agreements of either party to the other party which are incurred or arise under the terms and conditions of this Lease shall survive the termination of this Lease.

38. No Limitation of the City of Clayton’s Regulatory Authority. None of the obligations, covenants and agreements accepted and adopted by the City of Clayton under this Lease in its capacity as property owner and Landlord shall be deemed to diminish, limit or waive the regulatory aspect of the police and other authority vested in the City of Clayton as a municipal subdivision of the State of Missouri, it being acknowledged that Clayton shall be permitted to exercise such authority in the performance of its municipal functions without regard to, and without limitation, diminution or waiver of such authority by virtue of the obligations, covenants and agreements set forth in this Lease.


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39. Limitation on Liability of Landlord’s Representatives. Any obligation or liability whatsoever of the City of Clayton, Missouri, a municipal corporation, which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, any of the City’s elected or appointed officials, officers, employees, agents or representatives, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

40. Right of First Refusal If the Landlord wishes to sell its interest in the Premises or any portion thereof, the Landlord

must give notice in writing to the Tenant of its intent to sell its interest no later than ninety (90) days prior to the expiration of the Lease. The Tenant will have the right, but not the obligation, to purchase the Landlord’s interest. The Tenant may exercise this right by delivering written notice to the Landlord within a 25-day period after receipt of the Landlord’s notice of intent to sell. If the Tenant exercises this right, the purchase price for selling the Landlord’s interest will be determined as follows:

a) The parties will attempt in good faith to mutually agree on an independent real estate

appraiser to determine the fair market value of the Premises or portion thereof to be sold. If the parties cannot agree on an acceptable appraiser, each party will select its own appraiser, and those two appraisers will mutually select a third. The three appraisers will constitute a panel to determine the fair market value of the Premises or portion thereof to be sold. The parties will share equally the costs of a mutually chosen appraiser or the third appraiser on the panel of appraisers. Each party will bear sole responsibility for the cost of its own appraiser on the panel of appraisers.

b) In determining the fair market value of the Premises or portion thereof to be sold, the single panel of appraisers must base their opinions on continued use of the Premises and must make reasonable efforts to use more than just the replacement cost approach to value. If the majority of the appraisers cannot agree upon a fair market value, then each will issue separate opinions of value, and the three values will be averaged to determine the fair market value of the Premises or portion thereof to be sold.

c) Unless otherwise agreed to by the parties, the sale date shall not be more than 90 days

after receipt of the determination of the appraiser(s) as provided in paragraphs (a) and (b) above. If the term of the Lease expires before the sale date, the Lease expiration date will be extended to the sale date.

If, after receiving the determination of the appraiser(s) as provided in paragraphs (a) and (b) above, the Tenant determines that it does not wish to purchase the Landlord’s interest in the Premises, the Tenant may, by written notice delivered to the Landlord within 30 days after receipt of the appraiser’ determination, withdraw the exercise of its option. In such event, the Tenant’s exercise of its option shall be null and void, and neither party will have any further liability under this section and the ownership of the Premises will remain with the Landlord.

41. Additional Terms and Conditions. The additional terms and conditions set forth in Addenda 1 and 2 hereto are hereby incorporated herein and made a part hereof by reference.

(The remainder of this page has been left blank intentionally.)


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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:

CITY OF CLAYTON, MISSOURI

By: Craig S. Owens, City Manager

TENANT:

ST. LOUIS COMMUNITY FOUNDATION, INCORPORATED

By:

Print:______________________________________ Title:______________________________________

ADDENDUM 1

IMPROVEMENTS AND TENANT-MADE ALTERATIONS

ATTACHED TO AND MADE A PART OF THE LEASE AGREEMENT DATED __________________, 2015 BETWEEN THE CITY OF CLAYTON, MISSOURI and

ST. LOUIS COMMUNITY FOUNDATION If Tenant desires to construct or install any Improvements or make any Tenant-Made Alterations at the Premises, Tenant shall provide to Landlord for its approval final working drawings, prepared by an architect that has been approved by Landlord (whose approval shall not unreasonably be withheld), of Tenant’s Improvements or Tenant-Made Alterations; such working drawings shall consist of the detailed plans and specifications required for the proper construction of Tenant’s Improvements or Tenant-Made Alterations in accordance with all applicable governmental laws, codes, rules, and regulations. As used herein, "Working Drawings" shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and "Work" shall mean all labor and material required to construct the Improvements or make the Tenant-Made Alterations in accordance with and as indicated on the Working Drawings. Approval by Landlord of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use, purpose, or condition, or that such drawings comply with any applicable law or code, but shall merely be the consent of Landlord to the performance of the Work. Tenant shall, at Landlord's request, sign the Working Drawings to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord, and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of the Improvements or Tenant-Made Alterations as completed. If Landlord engages a professional to review Tenant’s proposed working drawings, Tenant shall reimburse Landlord for the reasonable cost of such professional review. Tenant shall be responsible for obtaining any and all required governmental approvals with respect to the Working Drawings and performance of the Work, including without limitation, all required building permits. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. The Work shall be performed only by contractors and subcontractors approved in writing by Landlord, whose approval shall not be unreasonably withheld. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance, with paid receipts therefore, must be received by Landlord before the Work is commenced. Only good grades of materials shall be incorporated in the Improvements or Tenant-Made Alterations, and all Work shall be performed in a good and workmanlike manner free of defects and in strict conformance with the Working Drawings. Once the Work is commenced, Tenant shall cause the Work to be diligently, continuously and expeditiously performed to completion. Tenant shall bear the entire cost of performing the Work, including, without limitation, design of the Work and preparation of the Working Drawings, costs of construction labor and materials, electrical usage during construction, related taxes and insurance costs, and all other related and incidental costs (the “Improvement Costs”).


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To the extent not inconsistent with this Exhibit, Paragraph 12 of this Lease shall govern the performance of the Work and the Landlord's and Tenant's respective rights and obligations regarding the Improvements installed pursuant hereto.

Landlord may monitor construction of Tenant’s Improvements or Tenant-Made Alterations.

Prior to beginning construction, Tenant shall furnish reasonable evidence to Landlord that financial arrangements have been made, and funds will be available, to pay the Improvement Costs in full and to complete Tenant’s Improvements or Tenant-Made Alterations free and clear of liens. Upon completion of the Improvements or Tenant-Made Alterations, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who performed work, the material suppliers who supplied materials and final lien waivers from all such contractors, subcontractors and material suppliers.

Compliance with the provisions of this Addendum 1 is a condition precedent to any right of reimbursement provided to the Tenant under Paragraph 14 of the Lease and the requirements and conditions contained herein shall be in addition to the requirements and conditions set forth in said Paragraph 14 of the Lease.

ADDENDUM 2

RULES AND REGULATIONS

ATTACHED TO AND MADE A PART OF THE LEASE AGREEMENT DATED _________________, 2015 BETWEEN THE CITY OF CLAYTON, MISSOURI and

ST. LOUIS COMMUNITY FOUNDATION 1. The sidewalk, entries, and driveways of the Premises or the Park shall not be obstructed by

Tenant, or its agents, or used by them for any purpose other than ingress and egress. 2. Tenant shall not place any objects, including antennas, in the parking areas, landscaped areas or

other areas outside of, or on the roof of, the house comprising part of the Premises. 3. Except for service dogs, no animals shall be allowed in or at the Premises. 4. Tenant shall not disturb the other occupants or users of the Park by the making of unreasonably

loud or improper noises. 5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord

or its agent will direct the electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant's risk and expense.

6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical

apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or flammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Premises.

7. Parking any type of recreational vehicles is specifically prohibited on or about the Premises or the

Park. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within forty eight (48) hours. There shall be no "For Sale" or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings.

8. Tenant shall maintain the Premises free from rodents, insects and other pests. 9. Landlord reserves the right to exclude or expel from the Premises any person who, in the

reasonable judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of any applicable Rules and Regulations and/or any Legal Requirements.

10. Tenant shall give Landlord prompt notice of any defects in the water, sewage, gas, and electrical

lines serving the Premises, any heating and air conditioning apparatus serving the Premises, and/or any other service lines or equipment servicing or affecting the Premises, and such notice shall include a description of Tenant’s plan, time frame and budget for correcting such defects.

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11. Tenant shall not permit storage outside the Premises, including without limitation, outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

12. All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept

in a concealed area. 13. No auction, public or private, will be permitted on the Premises without prior approval of the City

Manager or his designee. 14. No awnings shall be placed over the windows in the Premises except with the prior written

consent of Landlord. 15. The Premises shall not be used for lodging, sleeping or for any immoral or illegal purposes or for

any purpose other than that specified in the Lease.

16. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Premises, and shall not use more than such safe capacity. Landlord's consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity.

17. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage. 18. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a

nature not directly related to Tenant's ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.

19. Tenant shall not take any action or engage in any activity that would adversely affect, hinder or

exclude the use of the Park as a public park by the general public.

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EXHIBIT A

SITE PLAN

ATTACHED TO AND MADE A PART OF THE LEASE AGREEMENT

DATED _______________, 2015 BETWEEN THE CITY OF CLAYTON, MISSOURI and

ST. LOUIS COMMUNITY FOUNDATION, INCORPORATED

(TO BE ATTACHED)



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG OWENS, CITY MANAGER DALE L. HOUDESHELL, P.E., DIRECTOR OF PUBLIC WORKS DATE: AUGUST 25, 2015 RE: AN ORDINANCE APPROVING A CONTRACT WITH GERSHENSON

CONSTRUCTION COMPANY, INC. FOR THE FY15 ALLEYS PROJECT

The Public Works Department is requesting approval of a construction contract for the FY15 Alleys Project. This project will include the reconstruction of various alleys in the Downtown and Davis Place areas (see attached map). Bids were opened at 2:05 pm on August 13, 2015. The City received two bids as shown on the attached bid tabulation. Gershenson Construction Company, Inc. submitted the lowest, responsive, responsible base bid in the amount of $414,885.00. The final engineer’s estimate for this work was $321,535. All of these values include the alternate bid item, A1, for over excavation of soft soils, if necessary. Mobilization bids were higher than estimated, but understandable as this year’s project is only about one-half the size of last year’s project. The second lowest bid came from Raineri Construction, at $465,532.50, 12.2% higher than Gershenson Construction Company, Inc.

The Capital Improvement Fund has $540,000 budgeted for this activity in FY 2015. City Staff recommends approval of the construction contract with Gershenson Construction Company, Inc. for the base bid value of $414,885.00. In addition to the contract amount, the City Staff requests authorization to approve change orders in an amount not to exceed $45,000, which is approximately 10% of the project cost. This contingency would be used to cover expenditures to correct unknown site issues that become apparent during the project. STAFF RECOMMENDATION: To approve the ordinance authorizing a contract with Gershenson Construction Company, Inc. in the amount of $414,885.00, plus a contingency of $45,000 for the FY15 Resurfacing Project.

FY 2015 Alleys ProjectProject # 2015.PW.1401.030CITY OF CLAYTON

Department of Public Works

Item No. Description Unit Quantity Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price

1 Demolition and Excavation LS 1 $85,000.00 $85,000.00 $65,700.00 $65,700.00 $65,000.00 $65,000.00

2 Type 1 Aggregate Base, 4” thick SY 3,285 $10.00 $32,850.00 $7.75 $25,458.75 $7.00 $22,995.00

3 8” Concrete Pavement SY 3,285 $65.00 $213,525.00 $85.75 $281,688.75 $58.00 $190,530.00

4 Adjust Grated Inlet/Manhole EA 10 $600.00 $6,000.00 $900.00 $9,000.00 $550.00 $5,500.00

5 Pavement Marking-24” Stop Bar LF 105 $8.00 $840.00 $15.00 $1,575.00 $8.00 $840.00

6 Pavement Marking-“STOP” EA 12 $35.00 $420.00 $100.00 $1,200.00 $35.00 $420.00

7 Traffic Control LS 1 $5,000.00 $5,000.00 $6,500.00 $6,500.00 $5,000.00 $5,000.00

8 Mobilization LS 1 $60,000.00 $60,000.00 $59,785.00 $59,785.00 $20,000.00 $20,000.00

Total Bid $403,635.00 $450,907.50 $310,285.00

Item No. Description Unit Quantity Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price

A1 Overexcavation SY 225 $50.00 $11,250.00 $65.00 $14,625.00 $50.00 $11,250.00

Total Alternate Bid $11,250.00 $14,625.00 $11,250.00. . .

Base Bid Plus Alternate $414,885.00 $465,532.50 $321,535.00

Bid Date: 8/13/15Bid Time: 2:00 pm

RaineriGershenson Engineer's Estimate

ALTERNATE BIDS

BILL NO. 6517

ORDINANCE NO. _______ AN ORDINANCE APPROVING A CONTRACT WITH GERSHENSON CONSTRUCTION COMPANY, INC. FOR THE FY15 ALLEYS PROJECT ____________________________________________________________________ WHEREAS, the City desires to repair and reconstruct alleys in the Downtown and Davis Place neighborhoods within the City; and

WHEREAS, upon request and advertisement for bids, Gershenson Construction Company, Inc. was found to be the lowest, responsive, responsible bidder for the FY15 Alleys Project;

NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON, MISSOURI AS FOLLOWS: Section 1. The City Manager of the City of Clayton, Missouri, is hereby authorized to execute on behalf of the City a contract with Gershenson Construction Company, Inc. in an amount not to exceed Four Hundred, Fourteen Thousand, Eight Hundred Eighty Five Dollars ($414,885.00) in substantially the form attached hereto as Exhibit A and incorporated herein by reference and the City Clerk is authorized and directed to attest such signature and to attach the official seal of the City of Clayton to said Contract. Section 2. The City Manager or his designated representative is authorized to execute Change Orders in an amount not in excess of a cumulative total of Forty-Five Thousand Dollars ($45,000). Section 3. This ordinance shall be in full force and effect from and after its passage by the Board of Aldermen. Passed this 25th day of August, 2015. ____________________________ Mayor ATTEST: __________________________ City Clerk

City of Clayton, Missouri Alley Repairs – FY 2015

2015.PW.1401.030 Instructions for Executing Contract 15

INSTRUCTIONS FOR EXECUTING CONTRACT The Contractor, in executing the Contract, shall follow the following requirements: The Contractor and the Owner shall sign the Contract Documents in not less than triplicate. If the Contractor is a corporation, the following certificate shall be executed: I, certify that I am the secretary of the corporation named as Contractor herein above, that who signed the foregoing Contract on behalf of the Contractor was then of said corporation; that said Contract was duly signed for and in behalf of said corporation by Authority of its governing body, and is within the scope of its corporate powers. If the Contract is signed by the secretary of the corporation, the above certificate shall be executed by some other officer of the corporation under the corporate seal. In lieu of the foregoing certificate there may be attached to the Contract copies of as much of the records of the corporation as will show the official character and authority of the officers signing, duly certified by the secretary or assistant secretary under the corporate seal to be true copies. If the Contractor is a partnership, each partner shall sign the Contract. If the Contract is not signed by each partner, there shall be attached to the Contract a duly authenticated power of attorney evidencing the signer's (signers") authority to sign such a Contract for and in behalf of the partnership. If the Contractor is an individual, the trade name (if the Contractor is operating under a trade name) shall be indicated in the Contract and the Contract shall be signed by such individual. If signed by one other than the Contractor there shall be attached to the Contract a duly authenticated power of attorney evidencing the signer's authority to execute such Contract for and in behalf of the Contractor. The full name and business address of the Contractor shall be inserted and the Contract shall be signed with his official signature. The name of the signing party or parties shall be typewritten or printed under all signatures to the Contract. The Contract shall be deemed as having been awarded when formal notice of award shall have been duly served upon the intended awardee (i.e., the bidder with whom the Owner contemplates entering into a Contract) by some officer or agent of the Owner duly authorized to give such notice.


2015.PW.1401.030 City-Contractor Agreement C-1

CITY-CONTRACTOR AGREEMENT

This Agreement is made and entered into the 26 day of August , 20 15, by and between

the City of Clayton, Missouri (hereinafter the "City") and Gershenson Construction Company,

Inc. , a Corporation with offices at 2 Truitt Drive, Eureka, MO 63025 , (hereinafter the

"Contractor"). The project shall be identified as ALLEY REPAIRS – FY 2015, Project No.:

2015.PW.1401.030.

WITNESSETH:

The Contractor and the City for the consideration set forth herein agree as follows:

ARTICLE I The Contract Documents

The Contract Documents consist of the Invitation for Bids and Bid Specifications previously

issued by the City for the Work and Contractor’s submission in response thereto, the General

Conditions of City-Contractor Agreement, Non-Collusion Affidavit, Performance and Payment

Bond, Specifications, Drawings, the Construction Schedule, all Addenda and all Modifications

issued after execution of this Contract, which together with this Agreement form the Contract,

and are all as fully made a part of the Contract as if attached to this Agreement or repeated

herein. All definitions set forth in the General Conditions of City-Contractor Agreement are

applicable to this Agreement. This Contract cannot be modified except by duly authorized and

executed written amendment.

ARTICLE II

Scope of Work

The Contractor, acting as an independent contractor, shall do everything required by the

Contract Documents. Contractor represents and warrants that contractor has special skills

which qualify contractor to perform the Work in accordance with the Contract and that contractor



is free to perform all such Work and is not a party to any other agreement, written or oral, the

performance of which would prevent or interfere with the performance, in whole or in part, of the

Work.

ARTICLE III

Time of Completion

All time limits stated in the Contract Documents are of the essence. The Work to be performed

under this Contract shall commence within ten (10) days of the date of the written Notice to

Proceed from the City to the Contractor and shall be completed within Seventy Five (75)

consecutive calendar days from and including the date of said written Notice to Proceed.

ARTICLE IV

The Contract Sum and Payments

Based upon Applications for Payment and an Invoice duly delivered by the Contractor to the

City by the twentieth day of the month for work performed, in accordance with the Contract, the

City shall pay the Contractor for the performance of the Work, the sum of Four Hundred and

Fourteen Thousand, Eight Hundred and Eighty Five Dollars (414,885.00) (the "Contract Sum")

as follows:

(a) On or about the tenth day of each following month, ninety percent (90%) of the portion of

the Contract Sum properly allocable to labor, materials and equipment incorporated into the

Work, and ninety percent (90%) of the portion of the Contract Sum properly allocable to

materials and equipment delivered and suitably stored at the site to be incorporated into the

Work, through the period ending up to the twentieth of the preceding month, less the aggregate

of all previous progress payments;

(b) Within thirty (30) days of substantial completion of the Work, a sum sufficient to increase

the total payments to ninety percent (90%) of the Contract Sum; and



(c) Final payment within thirty (30) days after the Work is certified by the City as fully

completed and accepted by the City including any required documentation.

(d) The foregoing schedule shall not apply if contrary to federal funding requirements or

unless funds from a state grant are not timely received.

(e) Estimates of work performed and materials delivered shall be finally determined by the

City.

(f) The foregoing retainage amounts are agreed to be required to ensure performance of

the Contract.

(g) Payment shall be deemed made when mailed or personally delivered, whichever is

earlier.

ARTICLE V

Performance of the Work

(a) Within fourteen (14) calendar days after being awarded the Contract, the Contractor

shall prepare and submit for the City's approval (1) a Construction Schedule for the Work in a

bar chart format which Construction Schedule shall indicate the dates for starting and

completing the various stages of construction on a street by street basis and (2) a Traffic

Control Plan indicating the location of all proposed signage, detours, road closures throughout

the project which adequately address the traffic control plan of the proposed work. All traffic

control shall be according to the standards of the Manual on Uniform Traffic Control Devices

(Millenium Edition) developed by the Federal Highway Administration. No work will commence

until the Contractor's Schedule and Traffic Control Plan is submitted and approved by the City.

The Contractor shall be required by the Director of Public Works to substantially finish portions

of the Work prior to continuation of further work remaining on the project, including backfilling,

paving, sodding or cleanup.



(b) Completion of the Work in accordance with the time limits set forth in the Construction

Schedule is an essential condition of this Contract. If the Contractor fails to complete the Work

in accordance with the Construction Schedule, unless the delay is excusable under the

provisions of Article VI hereof, the Contractor shall pay the City as liquidated damages and not

as a penalty, the sum of $500.00 for each calendar day the Contractor fails to comply with the

Construction Schedule. The total amount so payable to the City as liquidated damages may be

deducted from any sums due or to become due to Contractor from City.

(c) After Commencement of the Work, and until final completion of the Work, the Contractor

shall report to the City as such intervals as the City may reasonably direct, the actual progress

of the work compared to the Construction Schedule. If the Contractor falls behind the

Construction Schedule for any reason, he shall promptly take, and cause his Subcontractors to

take, such action as is necessary to remedy the delay, and shall submit promptly to the City for

approval a supplementary schedule or progress chart demonstrating the manner in which the

delay will be remedied; provided, however, that if the delay is excusable under Article VI hereof,

the Contractor will not be required to take, or cause his Subcontractors to take, any action which

would increase the overall cost of the Work (whether through overtime premium pay or

otherwise), unless the City shall have agreed in writing to reimburse the Contractor for such

increase in cost. Any increase in cost incurred in remedying a delay which is not excusable

under Article VI hereof shall be borne by the Contractor.

ARTICLE VI

Delays Beyond Contractor's Control

(a) If the Contractor fails to complete the Work in accordance with the Construction

Schedule solely as a result of the act or neglect of the City, or by strikes, lockouts, fire or other

similar causes beyond the Contractor's control, the Contractor shall not be required to pay

liquidated damages to the City pursuant to paragraph (b) of Article V hereof, provided the



Contractor uses his best efforts to remedy the delay in the manner specified in paragraph (c) of

Article V hereof. If, as a result of any such cause beyond the Contractor's control, the delay in

completion of the Work in accordance with the Construction Schedule is so great that it cannot

be remedied in the aforesaid manner, or if the backlog of Work is so great that it cannot be

remedied without incurring additional cost which the City does not authorize, then the time of

completion and the Construction Schedule shall be extended pursuant to a Change Order for

the minimum period of delay occasioned by such cause. The period of delay and extension

shall be determined by the City.

(b) Notwithstanding the foregoing paragraph (a), no extension of time or other relief shall be

granted for any delay the cause of which occurs more than seven (7) days before claim therefor

is made in writing by the Contractor to the City, and no extension of time shall be granted if the

Contractor could have avoided the need for such extension by the exercise of reasonable care

and foresight. In the case of a continuing cause of delay, only one claim is necessary.

(c) Weather shall not constitute a cause for granting an extension of time.

(d) In the event a delay is caused by the City, the Contractor's sole remedy shall consist of

his rights under this Article VI.

ARTICLE VII

Changes in the Work

(a) The City may make changes within the general scope of the Contract by altering, adding

to or deducting from the Work, the Contract Sum being adjusted accordingly. All such changes

in the Work shall be executed under the General Conditions of the Contract. No extra work or

change shall be made except pursuant to a Change Order from the City in accordance with the

General Conditions. Any claim for an increase in the Contract Sum resulting from any such

change in the Work shall be made by the Contractor in accordance with the General Conditions.



(b) If the requested change would result in a delay in the Construction Schedule, the

provisions of paragraph (c) of Article V and of Article VI hereof shall apply. If the requested

change would result in a decrease in the time required to perform the Work, the completion date

and the Construction Schedule shall be adjusted by agreement between the parties to reflect

such decrease.

(c) Any adjustment in the Contract Sum for duly authorized extra work or change in the

Work shall be determined based on the unit prices previously specified, to the extent such unit

prices are applicable. To the extent such unit prices are not applicable, the adjustment in the

Contract Sum shall, at the option of the City, be determined by an acceptable lump sum

properly itemized and supported by sufficient substantiating data to permit evaluation, or by an

acceptable cost plus percentage or fixed fee.

ARTICLE VIII

Termination

(a) If the Contractor is adjudged insolvent or bankrupt, or if the Contractor makes a general

assignment for the benefit of creditors, or if a receiver is appointed on account of the

Contractor's insolvency, or if the Contractor fails, except in cases for which extension of time is

provided, to make progress in accordance with the Construction Schedule, or if the Contractor

fails to make prompt payment to Subcontractors for material or labor, or persistently disregards

laws, ordinances or the instructions of the City, or otherwise breaches any provision of the

Contract, the City may, without prejudice to any other right or remedy, by giving written notice to

the Contractor, terminate the Contract, take possession of the Work and of all materials and

equipment thereon and finish the Work by whatever method the City may deem expedient. In

such case, the Contractor shall not be entitled to receive any further payment until the Work is

finished. If the unpaid balance of the Contract Sum shall exceed the expenses of finishing the

Work, including additional architectural, managerial and administrative expenses, such excess



shall be paid to the Contractor. If such expenses shall exceed the unpaid balance of the

Contract Sum, the Contractor shall pay the difference to the City promptly upon demand.

In the event of termination pursuant to this paragraph, the Contractor, upon the request of the

City, shall promptly

(i) assign to the City in the manner and to the extent directed by the City all

right, title and interest of the Contractor under any subcontracts, purchase orders and

construction equipment leases to which the Contractor is a party and which relate to the

Work or to construction equipment required therefor, and

(ii) make available to the City to the extent directed by the City all construction

equipment owned by the Contractor and employed in connection with the Work.

(b) Performance of the Work hereunder may be terminated by the City by giving three (3)

days prior written notice to the Contractor. In the event of termination, under this paragraph (b)

the Contract Sum shall be reduced by the percentage of work not completed on the date of

termination.

ARTICLE IX

Contractor's Insurance

Contractor’s insurance shall be endorsed to cover the contractual liability of the Contractor

under the General Conditions referring to Property Insurance.

ARTICLE X

Indemnities

(a) Liability: Contractor indemnifies, defends, and holds the City harmless for all third party

claims or suits for libel, slander, property damage, and bodily injury, including death, because of

the Contractor’s negligence, general liability or product liability that arise out of the Project or

anyone directly or indirectly employed by the Contractor or anyone for whose acts the City may

be liable, regardless of whether caused in whole or in part by the City’s negligence. These



obligations include all judgments or awards recovered from the claims or suits, including court

costs and attorney fees.

(b) Professional Liability: Contractor indemnifies and holds the City harmless for all third-

party claims or suits for damages, including consequential or economic damages, to the extent

caused by the negligent acts, errors or omissions of the Contractor, its subcontractors, anyone

directly or indirectly employed by any of them, or anyone for whose acts any of them may be

liable in performing professoinal services under this Agreement. These obligations include all

judgments or awards recovered from the claims or suits, including court costs and attorney fees.

(c) Other Indemnities: Contractor indemnifies, defends, and holds the City harmless for all

third-party claims or suits for fines, penalties, liquidated damages or any other damages of

whatsoever nature to the extent caused by the negligence or wrongdoing of the Contractor, its

subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts

any of them may be liable. These obligations include all judgments or awards recovered from

the claims or suits, including courts costs and attorney fees.

(d) Contractor agrees that its indemnity obligations set forth in this Article will not be affected

in any way by any limitation on the amount or type of damages, compensation, or benefits

payable by or for the City, the Contractor, or any of the subcontractors under workers’

compensation acts, employer’s liability insurance, or other employee benefit acts.

ARTICLE XI

Insurance

(a) Except to the extent set forth in Section (b) of this Article, the Contractor will purchase

and maintain the following insurance to cover its operations under this Agreement without

limiting the liability of the Contractor under this Agreement. This insurance will be provided by

insurance companies acceptable to the City and licensed to do business in each jurisdiction

where the Work is performed.



1. Workers’ Compensation Insurance in full compliance with workers’ compensation

laws of the State of Missouri together with Employer’s Liability Coverage with minimum limits of

liability in the amount of $2,600,000.00 for each accident and each disease.

2. Commercial Automobile Liability Insurance under Form CA 00 01, covering all

owned hired, and non-owned vehicles, with minimum combined single limits of liability of

$2,000,000 for each accident.

3. Commercial General Liability Insurance, and, if necessary, excess liability

insurance on a “true following-form” basis, all of which is written on an occurrence basis, with

the following minimum limits of liability:

General Aggregate $2,600,000.00

Products/completed operations aggregate $2,600,000.00

Personal and advertising injury $2,600,000.00

Each occurrence $2,600,000.00

Fire damage legal liability $2,600,000.00

Medical expenses $ 5,000.00

4. Professional Liability Insurance with minimum limits of liability of $2,600,000.00

each claim, $2,600,000.00 aggregate.

5. Owner’s and Contractor’s Protective Liability Policy, including Death

$2,600,000.00 each occurrence; Property Damage $2,600,000.00 each occurrence,

$2,600,000.00 aggregate.

(b) The Commercial General Liability and the Commercial Automobile Liability Insurance

coverages and their respective limits set forth in Section (a) of this Article are being explicitly

required and obtained to insure the indemnity obligations set forth in Section (a) of Article X to

meet the requirements of ∋ 434.100.2(8) R.S.Mo. The parties further acknowledge that the cost



of these insurance coverages is included in the Contract Price and that the limits and coverages

afforded by them is the Contractor’s total aggregate liability under the indemnity obligations set

forth in Section (a) of Article X.

(c) Contractor’s Commercial Automobile Liability, Commercial General Liablity, and

Professional Liability policies – and any excess policies necessary to meet the required limits –

will include contractual liability coverage. The City will be named as an additional insured on the

Contractor’s Commercial General Liability policy by using ISO Additional Insured Endorsement

(Form B), CG 20 10 11 85. The Commercial General Liability, Commercial Automobile Liability

and required excess policies will include a severability or cross-liability clause and such

insurance will be endorsed to make such insurance primary with respect to any applicable

insurance maintained by the City. The Contractor’s Workers’ Compensation and Employer’s

Liability policy will include the Owner as an alternate employer by using ISO Alternate Employer

WC 00 03 01A.

(d) Contractor waives any rights of subrogation under its Professional Liability Insurance

policy for the City’s benefit and is doing so before commencing any of the Work.

(e) Contractor will furnish an insurance certificate to Owner evidencing that it has met the

insurance requirements of this Article, including attaching the requisite additional insured,

primary and alternate employer endorsements. These documents must be provided before

beginning the Work and upon each renewal of the coverage during the performance of the

Work. The certificate will provide that thirty-days written notice will be given to City before any

policy is canceled. Contractor will give written notice to City as soon as it receives written notice

of cancellation from any of its insurance carriers. The certificate of insurance must clearly

designate the name of the Project.



ARTICLE XII

The Work

The Scope of Work includes the replacement of various alleys within the City of Clayton and

provides for the removal and replacement of concrete slabs and the underlying aggregate base

course, traffic control, and other incidental items as shown in the specifications.

ARTICLE XIII

Notices

Any notice hereunder shall be personally delivered or mailed, postage prepaid, by certified mail,

return receipt requested addressed to:

City of Clayton 10 N. Bemiston Avenue Clayton, Missouri 63105 Attention: Public Works Department or to Contractor at: Gershenson Construction Company, Inc. 2 Truitt Drive Eureka, MO 63025 Attn: Scott Harriss



* In making out this form the proper name and title should be used. For example, if the

Contractor is a corporation and this form is to be executed by its president, the words President

should be used under Title. Attestation should be done by the Secretary of the Corporation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement: CITY OF CLAYTON By:___________________________

City Manager (SEAL) Attest: City Clerk DATE: By: Contractor Title (SEAL) Attest:

DATE:


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FORM OF CONTRACT PERFORMANCE - PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: That , as Principal of , State of _______________and a corporation organized and existing under and by virtue of the laws of the State of , and regularly authorized to do business in the State of Missouri, as Surety, are held and firmly bound unto the City of Clayton, Missouri, hereinafter called the "City," in the penal sum of ___________________________Dollars ($ ) lawful money of the United States, well and truly to be paid unto the said City for the payment of which Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has by written agreement dated , entered into a Contract with the City for the construction of the Work designated as__________________________ located at ______________________________________in the State of Missouri, in accordance with the Contract, which Contract is by this reference made a part hereof, and is hereinafter referred to as the “Contract.” NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall faithfully perform the Contract on its part, and satisfy all claims and demands incurred by the Principal in the performance of the Contract, and shall fully indemnify and save harmless the City from all cost and damage which the City may suffer by reason of the failure of the Principal to do so, and shall fully reimburse and repay to the City all costs, damages, and expenses which the City may incur in making good any default by the Principal including, but not limited to, any default based upon the failure of the Principal to fulfill its obligation to furnish maintenance, repairs or replacements for any period of time after the Work is completed as provided for in the Contract, and shall for use in the prosecution of the Work required by the Contract whether by Subcontract or otherwise, and shall pay all valid claims and demands whatsoever, and shall defend, indemnify and hold harmless the City and its agents against loss or expense from bodily injury, including death, or damage or destruction of property, including loss of use resulting therefrom, arising out of or resulting from the performance of the work, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. The City may sue on this Bond, and any person furnishing material or performing labor, either as an individual or as a Subcontractor shall have the right to sue on this Bond in the name of the City for his use and benefit, all in accordance with the provisions of MO. Rev. Stat SS 522.300, and any amendments thereto. Whenever Principal shall be in default under the Contract, the Surety shall promptly remedy the default, or shall promptly, (1) complete the Contract in accordance with its terms and conditions, or (2) obtain bids for completing the Contract in accordance with its terms and conditions, and upon determination by the City of the lowest and best responsive, responsible bidder, arrange for a Contract between the City and such bidder, and made available as the Work progresses sufficient funds to pay the costs of completion, not exceeding the amount of this Bond.


22001155..PPWW..11440011..003300 FFoorrmm ooff CCoonnttrraacctt PPeerrffoorrmmaannccee--PPaayymmeenntt BBoonndd CC--1144

It is hereby stipulated and agreed that any suit based upon any default of the Principal in fulfilling his obligation to furnish maintenance, repairs or replacements for any period of time after the Work is completed as provided for in the Contract, may be brought at any time up to one year after the expiration of the time specified in the Contract during which the Contractor has agreed to furnish such maintenance or make such repairs or replacements. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration of addition to the terms of the Contract or to the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the Specifications. Signed and sealed this day of , 20__, In the presence of : (SEAL) By:_______________________________ (SEAL) By:______________________________


2015.PW.1401.030 General Conditions of City-Contractor Agreement GC-1

GENERAL CONDITIONS OF CITY-CONTRACTOR AGREEMENT

ARTICLE 1

CONTRACT DOCUMENTS

1.1 DEFINITIONS 1.1.1 The Contract Documents. The Contract Documents consists of the Invitation for Bids and Bid Specifications previously issued by the City for the Work and Contractor’s submission in response thereto, the City-Contractor Agreement, General Conditions of the City-Contractor Agreement, Non-Collusion Affidavit, the Performance and Payment Bond, the Drawings, the Technical Specifications, the Construction Schedule, all Addenda and all Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, or (2) a Change Order. 1.1.2 The Contract. The Contract documents form the Contract. The Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, both written and oral, including the bidding documents. The Contract may be amended or modified only by a Modification as defined in Subparagraph 1.1.1. 1.1.3 The Work. The term Work includes all labor necessary to complete the construction required by the Contract Documents, and all materials and equipment incorporated or to be incorporated in such construction. 1.1.4 The Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part. 1.1.5 Notice to Proceed. The written notice from the City notifying the Contractor of the date on or before which Contractor is to begin prosecution of the work. 1.1.6 Standard Specifications: The St. Louis County Standard Specifications for Highway Construction (Jan. 1, 1997 edition). 1.1.7 Substantial Completion: The state in the progress of the Work when the Work or a designated portion thereof is sufficiently complete in accordance with the Contract Documents so the City can reasonably occupy or utilize the Work for its intended use. 1.2 EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS 1.2.1 The Contract Documents shall be signed in not less than triplicate by the City and Contractor. 1.2.2 The Contractor represents that Contractor has visited the site, become familiar with the local conditions under which the Work is to be performed, and correlated any observations with the requirements of the Contract Documents. 1.2.3 The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. The intention of the Contract Documents is to include all



labor, materials, equipment and other items as provided in Subparagraph 3.3 necessary for execution and completion of the Work. Words which have well-known technical or trade meanings are used herein in accordance with such recognized meanings. 1.3 COPIES FURNISHED AND OWNERSHIP 1.3.1 Unless otherwise provided in the Contract Documents, the Contractor will be furnished a maximum of six (6) copies, free of charge, of the Drawings and Specifications for the execution of the work. 1.3.2 All Drawings, Specifications and copies thereof furnished by the City are and shall at all times remain property of the City. Such documents shall not be used on any other project.

ARTICLE 2

CITY 2.1 DEFINITION 2.1.1 The term City means the City or its authorized representative. 2.2 CITY'S RIGHT TO STOP THE WORK 2.2.1 If the Contractor fails to correct defective Work or fails to supply materials or equipment in accordance with the Contract Documents, the City may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated. 2.3 CITY'S RIGHT TO CARRY OUT THE WORK 2.3.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, or fails to perform any provision of the Contract, the City may, after seven (7) days' written notice to the Contractor and without prejudice to any other remedy City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City promptly upon request.

ARTICLE 3

CONTRACTOR

3.1 DEFINITION 3.1.1 The Contractor is the person or organization identified as such in the City-Contractor Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term Contractor means the Contractor or Contractor’s authorized representative. The Contractor shall not subcontract except in accordance with the terms of this Agreement.



3.2 SUPERVISION AND CONSTRUCTION PROCEDURES 3.2.1 The Contractor shall supervise and direct the Work, using his best skill and attention. Contractor shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work. 3.3 LABOR, MATERIALS AND EQUIPMENT 3.3.1 Unless otherwise specifically noted, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work. 3.3.2 The Contractor shall at all times enforce strict discipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. If the City reasonably objects to any person employed by the Contractor, the employee shall be immediately dismissed from the Work. 3.3.3 The Contractor shall execute and complete the Work in such a manner that avoids jurisdictional and other disputes among labor unions. 3.3.4 The Contractor shall comply with, and is bound by, the provisions of Missouri statutes pertaining to the payment of wages on public works projects contained in sections 290.210 through 290.340 (RSMo 2000), and any amendments thereto, including, but not limited to the following: 1) In accordance with section 290.250, the Contractor shall not pay less than the

prevailing hourly rate of wages specified by the Missouri Department of Labor and Industrial Relations Division of Labor Standards to all workers performing Work under the Agreement.

2) In accordance with section 290.250, the Contractor shall forfeit as a penalty to the City ten dollars ($10.00) for each worker employed for each calendar day, or portion thereof, such worker is paid less than the said stipulated rates for any Work done under the Agreement, by him or by any Subcontractor under him and shall include provisions in all bonds guaranteeing the faithful performance of said prevailing hourly wage clause.

3) In accordance with section 290.265, the Contractor shall post a clearly legible statement of all prevailing hourly wage rates to be paid to all workers employed to complete the Work in a prominent and easily accessible place at the site of the Work and such notice shall remain posted during the full time that any workers shall be employed on the Work. 4) Certified payrolls shall also be submitted prior to final payment for all Work completed by the Contractor or Subcontractors.

5) In accordance with section 290.290, before final payment is made an affidavit must

be filed by the Contractor stating that he has fully complied with the prevailing wage law. No payment shall be made unless and until this affidavit is filed therewith in proper form and order.



3.4 WARRANTY 3.4.1 The Contractor warrants to the City that all materials and equipment furnished under the Contract and incorporated in the Work will be new unless otherwise specified, and that all Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All Work not so conforming to these standards shall be considered defective. If required by the City, the Contractor shall furnish satisfactory evidence as to the kind and quality of all materials and equipment. 3.5 PERMITS, FEES AND NOTICES 3.5.1 The Contractor shall secure and pay for all permits, governmental fees and licenses necessary for the proper execution and completion of the Work. 3.5.2 The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of the Work. If the Contractor observes that any of the Contract Documents are at variance therewith in any respect, he shall promptly notify the City in writing and any necessary changes shall be adjusted by appropriate Modification. If the Contractor performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations and without such notice to the City, the Contractor shall assume full responsibility thereof and shall bear all costs attributable thereto. 3.6 SUPERINTENDENT 3.6.1 This person shall be a non-working superintendent who will be responsible for the satisfactory progression of the work and to ensure that all work is being completed in accordance with the plans and specifications. This person is also to relay any conflicts or discrepancies that arise in the plans to the City's representative for resolution or interpretation. The superintendent shall represent the Contractor and all communications given to the superintendent shall be as binding as if given to the Contractor. 3.7 RESPONSIBILITY FOR THOSE PERFORMING THE WORK 3.7.1 The Contractor shall be responsible to the City for the acts and omissions of all his employees and all Subcontractors, their agents and employees and all other persons performing any of the Work under a Contract with the Contractor. 3.8 DRAWINGS AND SPECIFICATIONS AT THE SITE 3.8.1 The Contractor shall maintain at the site for the City one copy of all Drawings, Specifications, Addenda, approved Shop Drawings, Change Orders and other Modifications, in good order and marked to record all changes made during construction. The Drawings, marked to record all changes made during construction, shall be delivered to the City upon completion of the Work. The Contractor shall also maintain on the project site a survey level, legs, and rod at all times, which are deemed adequate by the project engineer. 3.9 CLEANING UP AND STORAGE 3.9.1 The Contractor at all times shall keep the premises free from accumulation of waste materials or rubbish caused by his operations. The Contractor shall not "stockpile" any material on the jobsite and all excavated material shall be hauled off the site at the time of excavation.



However, stockpiling of materials delivered and used on the same day will be allowed if all materials are in place or removed at the end of the day. 3.9.2 In conjunction with Sec. 106.5 of the Standard Specifications, the Contractor is responsible for securing his own project storage site which shall not be located on City Right-of-Way without prior written consent of the Director of Public Works. After completion of the Work the Contractor shall remove all remaining waste materials and rubbish from and about the Project as well as all tools, construction equipment, machinery and surplus materials, and shall clean all surfaces and leave the Work "broom clean" or its equivalent, except as otherwise specified. 3.9.3 The Contractor shall make satisfactory arrangements to store material and equipment after delivery and during construction off of the City right-of-way. The City will assume no responsibility for these arrangements. 3.10 CASH ALLOWANCES 3.10.1 The Contractor acknowledges and agrees that the Contract Sum includes all cash allowances specified in the Contract Documents.

ARTICLE 4

SUBCONTRACTORS 4.1 DEFINITION 4.1.1 A Subcontractor is a person or organization who has a direct contract with the Contractor to perform any of the Work. 4.1.2 Nothing contained in the Contract Documents shall create any contractual relation between the City and any Subcontractor or Sub-subcontractor. 4.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 4.2.1 Unless otherwise specified in the Contract Documents or in the Instructions to Bidders, the Contractor shall submit a completed and signed Subcontractor Approval form, along with other required Bid documents to the City. Contractor shall complete and submit a Supplemental Subcontractor Approval form to the City in the event of any substitution or addition of a Subcontractor by the Contractor. No work shall be performed by a Subcontractor until such Subcontractor has been approved by the City. 4.2.2 Prior to the award of the Contract, the City will notify the Bidder in writing if the City, after due investigation, objects to any such person or entity proposed by the Bidder pursuant to Subparagraph 4.2.1 above. If the City objects to any such proposed person or entity, the Bidder may, at his option, (1) withdraw his Bid, or (2) submit an acceptable substitute person or entity with no adjustment in his bid price.



4.2.3 Contractor shall at all times during the term of the Contract be in compliance with Sec. 108.1 of the Standard Specifications and shall not subcontract more than forty nine percent (49%) of the total Contract cost. 4.2.4 The City reserves the right to reject a Subcontractor, if in the City's sole discretion, delays may result in the performance of Work as a result of Subcontractor's other obligation. The Contractor shall be held responsible, in addition to the submission of the "Subcontractor Approval Form," to apprise the City of any additional work which a Subcontractor accrues throughout the duration of the project. This shall include work for the City under a different Contract, or any other person or entity. If such said additional work shall detrimentally impact the progression of the Work under this Contract, the City retains the right to require the Contractor to submit a substitute Subcontractor for this work at no additional cost to the City. 4.2.5 The Contractor shall not contract with any Subcontractor or any person or organization (including those who are to furnish materials or equipment fabricated to a special design), for proposed proportions of the Work designated in the Contract Documents or in the Instruction to Bidders or, if none is so designated, with any Subcontractor proposed for the principal portions of the Work, who has been rejected by the City. 4.2.6 If the City requires a change of any proposed Subcontractor or person or organization during the execution of the Work approved under the present Contract, the Contract Sum shall be increased or decreased by the difference in cost resulting from such change and an appropriate Change Order shall be issued. 4.2.7 The Contractor shall not make any substitution for any proposed Subcontractor or person or organization that has not been accepted by the City prior to the Contract Award, unless the substitution is accepted by the City in writing prior to such substitution. 4.3 SUBCONTRACTUAL RELATIONS 4.3.1 All work performed for the Contractor by a Subcontractor shall be pursuant to an appropriate agreement between the Contractor and Subcontractor (and where appropriate between Subcontractors and Sub-subcontractors) which shall contain provisions that: 1) require the Work to be performed in accordance with the requirements of the

Contract Documents; 2) require submission to the Contractor of applications for payment under each

Subcontract to which the Contractor is a party, in reasonable time to enable the Contractor to apply for payment in accordance with Article 8 hereof;

3) require that all claims for additional costs, extensions of time, damages for delays or

otherwise with respect to Subcontracted portions of the Work shall be submitted to the Contractor (via any Subcontractor or Sub-subcontractor where appropriate) in sufficient time so that the Contractor may comply in the manner provided in the Contract Documents for like claims by the Contractor upon the City;

4) waive all rights the contracting parties may have against one another for damages

caused by fire or other perils covered by the property insurance described in Article 10 except such rights as they may have to the proceeds of such insurance held by the City as trustee;



5) obligate each Subcontractor specifically to consent to the provisions of this

Paragraph 4.3; and 6) require the Subcontractor (and the Sub-subcontractor’s to indemnify and hold

harmless the City against all claims, damages, losses, expenses and attorneys' fees arising out of or resulting from the performance of the Work by Subcontractor, and its agents and employees, unless such claims, damages or losses are caused solely by the negligent act of the City.

4.4 PAYMENTS TO SUBCONTRACTORS 4.4.1 The Contractor shall pay each Subcontractor upon receipt of payment from the City, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor's Work, less the percentage retained from payments to the Contractor. The Contractor shall also require each Subcontractor to make similar payments to his Subcontractors. 4.4.2 If the City withholds payment to the Contractor for any cause that is the fault of the Contractor and not the fault of a particular Subcontractor, the Contractor shall pay that Subcontractor on demand for its Work to the extent completed. 4.4.3 The City shall not have any obligation to pay or to see to the payment of any sum to any Subcontractor or Sub-subcontractor.

ARTICLE 5

SEPARATE CONTRACTS 5.1 CITY'S RIGHT TO AWARD SEPARATE CONTRACTS 5.1.1 The City reserves the right to award other contracts on other terms and conditions in connection with other portions of the Project. 5.1.2 During construction, it may become necessary to increase the amount of excavation or to utilize a soil stabilization process if unsuitable subgrade conditions are found. The Contractor shall immediately contact the project engineer if this condition occurs. The project engineer and the Contractor shall agree upon the existence of unsuitable subgrade, the depth in which to remove the unsuitable soil, and the extent of the problem area prior to any additional work. No payment will be made for any area that undergoes additional excavation that is not indicated in the above scope of work and has not been approved by the project engineer prior to the excavation. All additional excavation that becomes necessary shall be paid at the unit bid price for "Excavation." The City reserves the right to contract with a separate contractor for the use of a soil stabilization process. No direct payment will be made for delays incurred due to this process and the Contractor's only compensation will be the allotment of additional days for the delay. The number of days shall be from the time the Contractor initially notifies the City of an unsuitable subgrade condition and until two days after the completion of the soil stabilization process.



5.2 MUTUAL RESPONSIBILITY OF CONTRACTORS 5.2.1 The Contractor shall afford other contractors reasonable opportunity for the delivery and storage of their materials and equipment and the execution of their work, and shall properly connect and coordinate the Work with theirs. 5.2.2 If any part of the Work depends for proper execution or results upon the work of any other separate contractor, the Contractor shall inspect and promptly report to the City any apparent discrepancies or defects in such work that render it unsuitable for proper execution of the Work. Failure of the Contractor so to inspect and report shall constitute an acceptance of the other contractor's work as fit and proper to receive the Work, except as to defects which may develop in the other contractor's work after the execution of the Contractor's Work that could not have been discovered by the Contractor upon reasonable inspection. 5.2.3 If the Contractor causes damage to the work or property of any other contractor on the Project, and such separate contractor sues the City or initiates an arbitration proceeding on account of any damage alleged to have been so sustained, the City shall notify the Contractor who shall defend such proceedings at Contractor’s own expense, and if any judgment or award against the City arises therefrom the Contractor shall pay or satisfy it and shall reimburse the City for all attorneys' fees and court or arbitration costs which the City has incurred. 5.3 CITY'S RIGHT TO CLEAN UP 5.3.1 If a dispute arises between the separate contractors as to their responsibility for cleaning up as required by Paragraph 3.9, the City may clean up and charge the cost thereof to the several contractors.

ARTICLE 6

GENERAL PROVISIONS

6.1 GOVERNING LAW 6.1.1 The Contract shall be governed by the laws of the State of Missouri. 6.2 SUCCESSORS AND ASSIGNS 6.2.1 This Contract shall be binding upon the successors, assigns and legal representatives of each party in respect to all covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract without the prior written consent of the other, nor shall the Contractor assign any sums due or to become due to him hereunder, without the prior written consent of the City. 6.3 RIGHTS AND REMEDIES 6.3.1 The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.



6.4 ROYALTIES AND PATENTS 6.4.1 The Contractor shall pay all royalties and license fees payable on all designs, processes or products used in connection with the Work or incorporated therein, unless otherwise agreed upon by the City. The Contractor shall defend all suits or claims for infringement of any patent rights and shall indemnify and hold the City harmless from and against any loss on account thereof. 6.5 PERFORMANCE AND PAYMENT BOND 6.5.1 The Contractor shall furnish the performance and payment bond required in the Instructions to Bidders.

ARTICLE 7

TIME

7.1 DEFINITIONS 7.1.1 The Contract Time is the period of time allotted in the City-Contractor Agreement for completion of the Work. Said work shall include all punchlist items deemed necessary by the City, exclusive of MSD-generated punchlist items. The date of completion of the Contract shall be the date when all work including City punchlist items have been approved in writing by the City. 7.1.2 The date of commencement of the Work is the date established in the written Notice to Proceed from the City to the Contractor. 7.1.3. The term "day" as used in the Contract Documents shall mean calendar day. 7.2 PROGRESS AND COMPLETION 7.2.1 All time limits stated in the Contract Documents are of the essence. 7.2.2 The Contractor shall begin the Work on the date of commencement provided in the City-Contractor Agreement. The Contractor shall carry the Work forward expeditiously with adequate forces and shall complete it within the Contract Time and in accordance with the Construction Schedule.

ARTICLE 8

PAYMENTS AND COMPLETION 8.1 CONTRACT SUM 8.1.1 The Contract Sum is stated in the City-Contractor Agreement and is the total amount payable by the City to the Contractor for the performance of the Work.



8.2 APPLICATION FOR PAYMENT 8.2.1 By 12:00 P.M. on or before the twentieth day of the month, upon Substantial Completion of various stages of the Work, and upon final completion of the Work, the Contractor shall submit to the City an itemized Application for Payment pursuant to the City-Contractor Agreement on such forms and supported by such data substantiating the Contractor's right to payment as the City may require. 8.2.2 If payments are to be made on account of materials or equipment to be incorporated into the Work and delivered and suitably stored at the site, such payments shall be conditioned upon submission by the Contractor of bills of sale or such other documents satisfactory to the City to establish the City's title to such materials or equipment or to otherwise protect the City's interest. 8.2.3 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment, whether incorporated into the Work or not, will pass to the City upon the receipt of such payment by the Contractor, free and clear of all liens, claims, security interests or encumbrances (hereinafter referred to as "liens"). 8.3. PAYMENT 8.3.1 If the Contractor has made Application for Payment as above, the City will, in accordance with the City-Contractor Agreement, make payment to the Contractor for such amount as it determines to be properly due pursuant to the Contractor's Application for Payment, or state in writing the City's reasons for withholding all or any portion of such payment. 8.3.2 No progress payment, nor any partial or entire use or occupancy of the Work by the City, shall constitute an acceptance of any Work not completed in accordance with the Contract Documents. 8.4 COMPLETION AND FINAL PAYMENT 8.4.1 Upon receipt of written notice from the Contractor that the Work is fully completed and ready for final inspection and acceptance, and upon receipt of a final application for Payment, the City will promptly make such inspection and, when the City finds the Work acceptable under the Contract Documents and the Contract fully performed, the City will make final payment to the Contractor in accordance with the City-Contractor Agreement. 8.4.2 The final payment shall not become due until the Contractor submits to the City (1) an Affidavit that all payrolls, bills for materials and equipment, and other indebtedness incurred in connection with the execution and completion of the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied, (2) consent of the surety, if any, to final payment, (3) if required by the City, other data establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the City and (4) Prevailing Wage Affidavit as required by subsection 3.3.4. If any Subcontractor refuses to furnish a release or waiver required by the City, the Contractor may furnish a bond satisfactory to the City indemnifying the City against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the City all moneys that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.



8.4.3 The acceptance of final payment shall constitute a satisfaction of all claims by the Contractor, except those previously made in writing and still unsettled.

ARTICLE 9

PROTECTION OF PERSONS AND PROPERTY 9.1 SAFETY PRECAUTIONS AND PROGRAMS 9.1.1 The Contractor shall initiate, maintain and supervise safety precautions and programs in connection with the performance of the Work. 9.2 SAFETY OF PERSONS AND PROPERTY 9.2.1 The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: 1) all employees on the Work and all other persons who may be affected thereby; 2) all the Work, all materials and equipment to be incorporated therein, whether in

storage on or off the site, under the care, custody or control of the Contractor or any of his Subcontractors or Sub-subcontractors; and

3) other property at the site or adjacent thereto, including trees, shrubs, lawns, walks,

pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

9.2.2 The Contractor shall comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority having jurisdiction over the safety of persons or property to protect them from damage, injury or loss. The Contractor shall erect and maintain all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying City and users of adjacent utilities. The Contractor shall provide signs, barrels, or any other safety devices that the City deems necessary for public safety. No additional payment will be made and this work shall be considered incidental to the Contract. The City will place safety devices as it deems necessary if the Contractor fails to provide the required items within 24 hours of notification. The Contract Sum shall be reduced by the cost of these devices. 9.2.3 When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the Work, the Contractor shall exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel. 9.2.4 All damage or loss to any property caused in whole or in part by the Contractor, any Subcontractor, or any Sub-subcontractor, or anyone directly or indirectly employed by anyone for whose acts they may be liable, shall be remedied by the Contractor. The City shall document any complaint by any person regarding damage or loss to property caused by Contractor by requesting such complainant to complete a Damage Claim form. A copy of the Damage Claim form shall be submitted by the City to the Contractor and the Contractor shall correct the problem, repair such damage or otherwise compensate the complainant or file a claim for such damage with Contractor's insurance company within ten (10) days of the receipt



of the Damage Claim form from the city. If the City shall have a legitimate basis for believing that such claim is valid, the City shall have the option to withhold payment of funds until (i) such damages are repaired; or (ii) the City has been provided with evidence that the Contractor has made restitution to the complainant. 9.2.5 The Contractor shall designate a responsible member of his organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated in writing by the Contractor to the City.

ARTICLE 10

PROPERTY INSURANCE 10.1 PROPERTY INSURANCE 10.1.1 Unless otherwise provided, the Contractor shall purchase and maintain property insurance upon the entire Work at the site to the full insurable value thereof. This insurance shall include the interests of the City, the Contractor, Subcontractors and Sub-subcontractors in the Work and shall insure against the perils of Fire, Extended Coverage, Vandalism and Malicious Mischief. 10.1.2 The Contractor shall purchase and maintain such steam, boiler and machinery insurance as may be required by the Contract Documents or by law. This insurance shall include the interests of the City, the Contractor, Subcontractors and Sub-subcontractors in the Work. 10.1.3 Certificates of Insurance acceptable to the City shall be filed with the City prior to commencement of the work. Certificates of Insurance must state on the certificate: "The City of Clayton is an additional insured." These Certificates shall contain a provision that coverages afforded under the policies will not be cancelled until at least fifteen days' prior written notice has been given to the City. 10.1.4 Any loss insured by property insurance maintained by the City shall be adjusted with the City and made payable to the City as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause. 10.1.5 The City and Contractor waive all rights against each other for damages caused by fire or other perils to the extent covered by insurance provided under this Article, except such rights as they may have to the proceeds of such insurance held by the City as trustee. The Contractor shall require similar waivers by Sub-contractors and Sub-subcontractors in accordance with Subparagraph 4.3.1.



ARTICLE 11

CHANGES IN THE WORK 11.1 CHANGE ORDERS 11.1.1 The City, without invalidating the Contract, may order Changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, with the Contract Sum and the Construction Schedule being adjusted in accordance with the City-Contractor Agreement. All such changes in the Work shall be authorized by Change Order, and shall be executed under the applicable conditions of the Contract Documents. 11.1.2 A Change Order is a written order to the Contractor signed by the City, issued after the execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Construction Schedule. The Contract Sum and the Contract Time may be changed only by Change Order. 11.1.3 The cost or credit to the City resulting from a Change in the Work shall be determined in accordance with the City-Contractor Agreement. 11.2 CLAIMS FOR ADDITIONAL COST 11.2.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the City written notice thereof within twenty (20) days after the occurrence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work. No such claim shall be valid unless so made. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order. 11.3 MINOR CHANGES IN THE WORK 11.3.1 The City shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or the Construction Schedule and not inconsistent with the intent of the Contract Documents. Such changes may be effected by written Field Order or by other written order. Such changes shall be binding on the City and the Contractor.

ARTICLE 12

UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If any Work should be covered contrary to the request of the City, it must, if required by the City, be uncovered for his observation and replaced, at the Contractor's expense. 12.1.2 If any Work has been covered which the City has not specifically requested to observe prior to being covered, the City may request to see such Work and it shall be uncovered by the Contractor. If such Work is found to be in accordance with the Contract Documents, the Cost of uncovering and replacement shall, by appropriate Change Order, be charged to the City. If such Work be found not in accordance with the Contract Documents, the Contractor shall pay such costs.



12.2 CORRECTION OF WORK 12.2.1 The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform to the Contract Documents, whether observed before or after substantial completion of the Work, and whether or not fabricated, installed or completed. The Contractor shall bear all cost of correcting such rejected Work. 12.2.2 If, within one year after the Date of Substantial Completion of the Work or within such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct it promptly after receipt of a written notice from the City. 12.2.3 All defective or non-conforming Work shall be removed from the site if necessary, and the Work shall be corrected to comply with the Contract Documents without additional cost to the City. 12.2.4 The Contractor shall bear the cost of making good all work of separate contractors destroyed or damaged by such removal or correction. 12.2.5 If the Contractor fails to correct such defective or non-conforming Work, the City may correct it in accordance with Paragraph 2.3. 12.3 ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK 12.3.1 If the City prefers to accept defective or non-conforming Work, City may do so instead of requiring its removal and correction, in which case a Change Order will be issued to reflect an appropriate reduction in the Contract Sum or, if the amount is determined after final payment, it shall be paid by the Contractor.

ARTICLE 13

MISCELLANEOUS PROVISIONS 13.1 SCHEDULING OF WORK AND INTERFERENCE WITH TRAFFIC 13.1.1 The Contractor's Work must be scheduled and accomplished in stages such that local traffic is maintained during construction. It shall be the Contractor's responsibility to provide a traffic way that is usable in all weather conditions. The Contractor shall construct and maintain in a safe condition temporary pavements and connections for local traffic. 13.1.2 Temporary guardrail, or other suitable temporary barriers shall be provided to protect traffic from the Work. At all times until final acceptance of the Work, the Contractor shall provide and maintain such signs, lights, watchmen and barriers, in addition to the temporary guardrail, as may be necessary to properly protect the Work and provide for safe and convenient public travel. 13.1.3 No additional payment shall be made for temporary guardrail, barriers, signs, lights, or other work as may be necessary to maintain traffic and to protect the work and the public and



all labor, equipment and material necessary to accomplish this task shall be considered incidental 13.2 ACCESS 13.2.1 Areas of intersections and roadways within the construction limits shall be constructed in phases so that at no time will access be denied. 13.2.2 Access to private driveways will be limited by the nature of the Work. The Contractor shall schedule his work such that at no time during the life of this Contract will any driveway be denied access for any reason other than the curing of concrete. All concrete, including curbs, sidewalks and driveway pavements, shall be formed and poured within a two calendar day period for each and every driveway. Excavation for this work shall be accomplished a maximum of one calendar day prior to forming, however, access shall be provided immediately after excavation. At the end of the curing period, access shall be immediately supplied using asphalt or compacted aggregate. The first lift of all asphalt drives shall be completed and paved within fourteen (14) calendar days of their excavation. 13.2.3 All temporary materials used for access will be the responsibility of the Contractor and shall be included in the unit bid price for each related item. No separate payment will be made for the placement, maintenance or removal of said access. 13.2.4 If access is not supplied as set out above, the City will supply said access with its own forces, without notification to the Contractor, and will deduct such costs from the sums due the Contractor, notwithstanding any other provisions given this Contract. Wherever excavation affects pedestrian access to houses or public buildings, plank or other suitable bridges shall be placed at convenient intervals. 13.2.5 In the event any part of the Work to be performed hereunder shall require the Contractor or his Subcontractors to enter, cross or work upon or beneath the right-of-way or other property of a railroad, the Contractor shall comply with the related requirements for such Work as are set out in the Contract Documents. 13.3 CONSTRUCTION STAKING AND LAYOUT 13.3.1 The Contractor shall be responsible for providing labor, equipment and materials necessary for construction staking and layout as required, to the grades, elevations and alignment as determined by the City of Clayton. No separate payment will be made for construction staking and layout. No payment shall be made for restaking except as expressly authorized due to changes made by the City during construction. 13.4 OVERTIME 13.4.1 In order to provide sufficient control of work, the Contractor shall be required to inform the City of scheduled overtime work, including work on Saturdays, Sundays and City holidays at least forty-eight (48) hours in advance of any such work. If the Contractor fails to appear on a scheduled overtime period, the City shall deduct the cost for the City's assigned personnel from the Contract Sum for the time period scheduled. 13.5 CITY HOLIDAYS



13.5.1 There are nine (9) city holidays. They are:

New Year’s Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day President’s Day Day after Thanksgiving Memorial Day Christmas Day Fourth of July

13.6 [Intentionally Left Blank] 13.7 INTERFERENCE WITH EXISTING WATER SERVICES AND MAINS 13.7.1 The Contractor shall minimize the outage of water service to residents. The cutting off of water service shall be only with the consent of the City. The Contractor shall notify the City and have their approval prior to commencing work on each water main or connection item. 13.7.2 The Contractor shall conduct his work in such a manner as not to endanger existing water mains, services or appurtenances. Mains and services shall be adequately supported where they cross or are adjacent to the excavation. The Contractor shall bear the cost of all repairs to water mains or appurtenances damaged because of contractor’s own carelessness or neglect. 13.8 INTERRUPTION OF WATER SERVICE 13.8.1 When it becomes necessary to shut down any existing water main, a representative of the City shall be notified to be present during this operation. The total time for the main to be shut down should be held to a minimum and in no case shall any customer be without water service for more than eight (8) hours. The Contractor shall notify each water customer whose water service will be interrupted at least one hour prior to shutdown. The Contractor shall assume full responsibility for shutting down the main and notifying the customers. 13.9 PRECONSTRUCTION CONFERENCE 13.9.1 A preconstruction conference may be held prior to the issuance of a Notice to Proceed with the Work. This meeting will be attended by the Contractor, the City, and representatives of the various utility companies that have facilities in the project area. The meeting date will be established after the taking of bids and at a time convenient to all parties. 13.10 SEQUENCE OF WORK 13.10.1 A schedule of the Contractor's work shall be submitted to the City for approval with a listing of the order in which the Contract items will be constructed and the approximate dates for starting and finishing each Contract item. 13.10.2 The City shall have the right to specify the order of construction as deemed necessary.



13.11 CONSTRUCTION LIMITS 13.11.1 The construction limits consist of the public street rights-of-way and acquired easement areas. The Contractor shall limit operations accordingly. The Contractor shall acquire the property owners' permission for any activity outside the public right-of-way or easement areas.

13.12 ALTERED QUANTITIES 13.12.1 In accordance with Section 109.3 of the Standard Specifications, the City reserves the right to make changes in plan details which may vary the accepted quantities from those shown on the itemized Bid. 13.12.2 The Contractor shall accept, as payment in full, payment at the original Contract unit prices bid for the accepted quantities of work done. No allowance will be made for any increased expense or loss of expected profit suffered by the Contractor resulting directly from such altered quantities or indirectly from expenses derived by handling small quantities of materials or performing operations within restricted areas. No allowance shall be made for any increased expense or loss of expected profit suffered because of the anticipated use of specific equipment that was not used. 13.13 MEASUREMENT OF WEIGHED QUANTITIES 13.13.1 The Contractor's attention is directed to the fact that the City requires that all weight certificates be signed by a bonded Weighmaster. The Contractor must furnish the City's inspector on the job site with original weight certificates signed by a bonded Weighmaster for all materials supplied by the Contractor that are incorporated into his improvement, which payment therefore is based on weight. 13.14 ADDITIONS TO CONTRACT 13.14.1 Unit prices in this Agreement may be used to negotiate a Change Order for additional work involving similar projects. 13.15 PURCHASE OF MATERIALS AND EQUIPMENT 13.15.1 Sales to contractors who purchase construction materials and supplies to fulfill contracts for the City are not subject to sales tax. The City may monitor all supplies purchased, used, and consumed in fulfilling the project. 13.15.2 Contractors will be give a project exemption certificate. 13.15.3 Contractors must provide a copy of the City’s exemption letter and the project exemption certificate to suppliers when purchasing materials and supplies to be consumed in the project. 13.15.4 Contractors are not exempt from sales tax on the purchase of machinery, equipment or tools used in fulfilling these contracts. 13.15.5 Suppliers shall render to the contractor invoices bearing the name of the City and the project identification number. These invoices must be retained by the purchasing contractor for a period of five (5) years.



13.15.6 Contractors must file a sales tax return for all excess re-saleable materials and supplies that are not returned to the supplier. This return must be filed and paid not later than the due date of the contractor's sales tax return following the month in which the contractor determines that the materials were not used in the project. 13.15.7 An exempt organization that fails to revise the project exemption certificate expiration date as necessary to complete any work required by the contract will be liable for any sales tax due as determined by an audit of the contractor. 13.16 TESTING 13.16.1 Materials Testing and Inspection Service: City may employ and pay for a qualified independent materials and geotechnical testing laboratory to perform testing and inspection service during construction operations. Contractor to coordinate all work. 13.16.2 The Contractor shall bear all costs of any inspections, tests, or approvals required under any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction. 13.16.3 The City will provide any special inspection and testing services to verify the Work is performed in accordance with the Contract. The City will provide the Contractor with a listing of tests to be performed and approximate location or frequency. The Contractor will be required to notify the City forty-eight (48) hours prior to the time the Contractor will be ready for specific tests required by the City. If such special inspection or testing reveals failure of the Work to comply (1) with the requirements of the Contract Documents, or (2) with respect to the performance of the Work, with laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, the Contractor shall bear the cost of the City’s inspection and re-testing and such cost shall be deducted then or thereafter due Contractor. In all other cases, the City shall bear such costs. 13.17 SEWER SPECIFICATIONS 13.17.1 The Metropolitan St. Louis Sewer District Specifications (MSD Specifications), shall govern the Project, unless otherwise superseded by the Technical Specifications and Job Special Provisions. 13.18 CONTROL OF MATERIAL 13.18.1 All tickets will be collected to verify the quantity of each item in their original form only. Photocopies or facsimiles will not be accepted. All tickets shall be submitted on the day of delivery, either to the City personnel or the Public Works office or they will not be accepted for payment. 13.18.2 Contractors and subcontractors will be required to produce letters of certification or certified test reports from material producers and suppliers in order to determine compliance with specifications for designated materials prior to the incorporation thereof into the work. 13.18.3 The City will determine which materials are to be tested. The form and content of these test reports shall be in accordance with recognized standards and practices for this work or as otherwise determined by the City.



13.18.4 No direct payment will be made for this work. 13.19 MEASUREMENT OF QUANTITIES 13.19.1 Unless otherwise directed within the Technical Specifications, the quantities for which payment will be made will be those shown in the Agreement for the various items, provided the Project is constructed essentially to the lines and grades shown on the plans. Contract quantities will be used for final payment except when: a) Errors are formed in the original computations in excess of 15% of the contract

quantities. b) An original cross section is found to have an average deviation from the true

elevation in excess of one foot. c) An authorized change in grade, slope or typical section is made. d) Unauthorized deviations decrease the quantities on the plans. When the above conditions are encountered, the correction or revisions will be computed and added to or deducted from the contract quantity. 13.19.2 When the plans have been altered or when disagreement exists between the Contractor and the City as to the accuracy of the plan quantities of any balance, or the entire project, either party shall have the right to request a re-computation of contract quantities within any area, by hand calculation of the average-end-area method for cubic yard quantities, and standard measurement methods for other quantities, by written notice to the other party. The written notice shall contain evidence that an error exists in the original groundline elevation or in the original computations which will affect the final payment quantity in excess of 15%. When such final measurement is required, it will be made from the latest available ground surface and the design section. 13.19.3 These specifications require that the Contractor must furnish the representative of the City, on the job site, with original weight certificates on a daily basis signed by a bonded weighmaster for all materials supplied by the Contractor that are incorporated into this work, which payment therefore is based on weight. 13.20 WORKMANSHIP 13.20.1 The Contractor shall at all times employ sufficient labor and equipment for prosecuting the work to full completion in the manner and time required by these specifications. All workmen shall have sufficient skill and experience to perform properly the work assigned to them. 13.20.2 The labor provided by the Contractor shall be directed to be of a workmanlike character with respect to the methods of construction and quality of completed work; and, shall not encumber the premises or adjacent property or streets with materials and/or equipment. 13.20.3 "Removal" shall be defined as removal and disposal off the site unless otherwise specified or directed by the engineer.



ARTICLE 14

EQUAL OPPORTUNITY AND NON-DISCRIMINATION 14.1 EQUAL OPPORTUNITY 14.1.1 The contractor, with regard to the work performed by it after award and prior to completion of the Work, will not discriminate on the basis of race, age, color, religion, sex, national origin or disability in the selection and retention of subcontractors. The contractor will comply with Title VII of the Civil Rights Act of 1964, as the same has been or may be amended from time to time. In all solicitation either by competitive bidding or negotiations made by the contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified of the contractor’s obligations under this contract and the regulations relative to nondiscrimination on the ground of race, color, age, religion, sex, national origin or disability. 14.1.2 The contractor will take action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, color, religion, sex, national origin or disability. Such action shall include, but not be limited to the 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. The contractor agrees to post notices pertaining to the foregoing in conspicuous places available to employees and applicants for employment. 14.1.3 The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, age, religion, sex, national origin or disability. 14.1.4 The contractor will comply with all provisions of federal, state and local codes, ordinances and regulations governing the regulation of Equal Employment Opportunity and Non-Discrimination. 14.2 NON-DISCRIMINATION 14.2.1 During performance of the obligations set forth in this Agreement, Contractor agrees that it shall not discriminate against any employee or applicant for employment in the terms or conditions of employment including but not limited to: recruitment, selection, training, upgrading, promotion, demotion, transfer, layoff, or termination due to said person’s race, religion, creed, color, sex, age, national origin, handicap, or disability. 14.3 GENERAL 14.3.1 In the event that any or all of the provision(s) of the foregoing paragraphs conflict with federal, state or other local laws, ordinances or regulations, then the requirements of such federal, state or local laws, ordinances, or regulations shall prevail. Compliance with the foregoing provisions shall not relieve the contractor from adherence to any and all additional requirements regarding equal employment or non-discrimination set forth in such federal, state or other local laws, ordinances or regulations.



ARTICLE 15

CONFLICTS OF INTEREST

15.1.1 The parties agree to abide by all applicable federal, state and local laws, ordinances and regulations relating to conflicts of interest. Additionally, but not in limitation of the foregoing, no elected official or other official of Clayton having any power of review or approval of any of the undertakings contemplated by this Agreement, shall knowingly participate in any decision(s) relating thereto which affect his or her personal interests or those of his/her immediate family, or those of any corporation or partnership in which he or she or a member of his/her immediate family is directly or indirectly interested. 15.1.2 Clayton shall not knowingly, after due inquiry, employ or contract with any person if a member of his or her immediate family is a member of the Clayton Board of Aldermen, or is employed by Clayton in an administrative capacity (i.e., those who have selection, hiring or supervisory or operational responsibility for the work to be performed pursuant to this Agreement); provided, however, that the foregoing shall not apply to temporary or seasonal employment. Clayton shall not knowingly, after due inquiry, employ or contract with any corporation or partnership if an elected official of Clayton or a person employed by Clayton in an administrative capacity (as defined in the foregoing sentence), or a member of the immediate family of such elected official or person employed in an administrative capacity shall have an interest, directly or indirectly, therein. 15.1.3 For the purposes of this section “immediate family” includes: husband, wife, son, daughter, father, mother, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, uncle, aunt, nephew, niece, step-parent and step-child. 15.1.4 For purposes of this section, a person shall be deemed to have an interest in a corporation or partnership if he or she, or any member of his/her immediate family shall own, whether singularly or collectively, directly or indirectly, ten percent (10%) more of any corporation or partnership, or shall own an interest having a value of ten thousand dollars ($10,000) or more therein, or an individual or a member of his/her immediate family shall receive, whether singularly or collectively, directly or indirectly, of a salary, gratuity, or other compensation or remuneration of five thousand dollars ($5,000) or more per year therefrom. 15.1.5 In the event that any or all of the foregoing provision(s) shall conflict with federal, state or other local laws, ordinances or regulations, then the requirements of such federal, state or local laws, ordinances, or regulations shall prevail. Compliance with the foregoing provisions shall not relieve parties contracting with the City of Clayton from adherence to any and all additional requirements regarding conflicts of interest set forth in such federal, state or other local laws, ordinances or regulations.

ARTICLE 16

ALIEN REGISTRATION, COMPLIANCE AND ENFORCEMENT

16.1 DEFINITIONS

16.1.1 "Business entity", 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;

16.1.2 "Contractor", a person, employer, or business entity that enters into an agreement to

perform any service or work or to provide a certain product in exchange for valuable consideration. This definition shall include but not be limited to a general contractor, subcontractor, independent contractor, contract employee, project manager, or a recruiting or staffing entity;

16.1.3 "Employee", any person performing work or service of any kind or character for hire

within the state of Missouri; 16.1.4 "Employer", any person or entity employing any person for hire within the state of

Missouri, including a public employer. Where there are two or more putative employers, any person or entity taking a business tax deduction for the employee in question shall be considered an employer of that person for purposes of this section;

16.1.5 "Employment", the act of employing or state of being employed, engaged, or hired to

perform work or service of any kind or character within the state of Missouri; 16.1.6 "Federal work authorization program", any of the electronic verification of work

authorization programs operated by the United States Department of Homeland Security or an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L.99-603;

16.1.7 "Knowingly", a person acts knowingly or with knowledge,

(a) With respect to the person's conduct or to attendant circumstances when the person is aware of the nature of the person's conduct or that those circumstances exist; or (b) With respect to a result of the person's conduct when the person is aware that the person's conduct is practically certain to cause that result;

16.1.8 "Municipality", the City of Clayton, Missouri. 16.1.9 "Public employer", every department, agency, or instrumentality of the state of

Missouri or any political subdivision of the state of Missouri; 16.1.10 "Unauthorized alien", an alien who does not have the legal right or authorization

under federal law to work in the United States, as defined in 8 U.S.C. 1324a(h)(3); 16.1.11 "Work", any job, task, employment, labor, personal services, or any other activity for

which compensation is provided, expected or due, including but not limited to all activities conducted by business entities.



16.2 ILLEGAL ACTS

16.2.1 No business entity or employer may knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the municipality.

16.2.2. Accordingly, if the amount to be paid pursuant to this contract or grant exceeds five

thousand dollars by the municipality the contracting or grant recipient business entity shall, as a condition of the award of contract or grant, 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. Every such business entity shall also sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. No such business entity or employer shall violate subsection 16.2.1 of this section.

16.2.3 The affidavit shall be approved as to form by the municipal attorney. 16.2.4 An employer may enroll and participate in a federal work authorization program and

shall verify the employment eligibility of every employee in the employer's hire whose employment commences after the employer enrolls in a federal work authorization program. The employer shall retain a copy of the dated verification report received from the federal government. Any business entity that participates in such program shall have an affirmative defense that such business entity has not violated subsection 16.2.1 of this section.

16.2.5 A general contractor or subcontractor of any tier shall not be liable under subsection

16.2.1 of this section when such general contractor or subcontractor contracts with its direct subcontractor who violates subsection 16.2.1 of this section, if the contract binding the contractor and subcontractor affirmatively states that the direct subcontractor is not knowingly in violation of subsection 16.2.1 of this section 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.

16.2.6 The determination of whether a worker is an unauthorized alien shall be made by the

federal government. A determination of such status of an individual by the federal government shall create a rebuttable presumption as to that individual's status in any judicial proceedings brought under this section.

ARTICLE 17

SAFETY PROGRAMS, COMPLIANCE AND PENALTIES

17.1 DEFINITIONS 17.1.1 "Construction", construction, reconstruction, demolition, painting and decorating, or

major repair; 17.1.2 "Department", the Missouri department of labor and industrial relations; 17.1.3 "Person", any natural person, joint venture, partnership, corporation, or other business

or legal entity;



17.1.4 "Municipality", the City of Clayton, Missouri; 17.1.5 "Public works", all fixed works constructed for public use or benefit or paid for wholly

or in part out of public funds.

17.2 OSHA 10-HOUR TRAINING 17.2.1 Any person signing a contract to work on the construction of public works for the

municipality 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. All employees are required to complete the program within sixty days of beginning work on such construction project.

17.3 DOCUMENTATION

17.3.1 Any employee found on a worksite subject to this section without documentation of the

successful completion of the course required under subsection 17.2.1 of this Article shall be afforded twenty days to produce such documentation before being subject to removal from the project.

17.4 PENALTIES

17.4.1 The contractor to whom the contract is awarded and any subcontractor under such

contractor shall require all on-site employees to complete the ten-hour training program required under subsection 2 of this section. The contractor shall forfeit as a penalty to the municipality, two thousand five hundred dollars plus 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 2 and 3 of this section have elapsed. The municipality shall withhold and retain therefrom, 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 public body has withheld from the contractor resulting from the subcontractor's failure to comply with the terms of this section. If the payment has been made to the subcontractor without withholding, the contractor may recover the amount of the penalty resulting from the fault of the subcontractor.

17.5 INVESTIGATION

17.5.1 In determining whether a violation of this section has occurred, and whether the

penalty under subsection 4 of this section shall be imposed, the department shall investigate any claim of violation. Upon completing such investigation, the department shall notify the municipality and any party found to be in violation of this section of its findings and whether a penalty shall be assessed. Determinations under this section may be appealed in the Circuit Court of St. Louis County.

17.6 ENFORCEMENT

17.6.1 If the contractor or subcontractor fails to pay the penalty within forty-five days

following notification by the department, the department shall pursue an enforcement action to enforce the monetary penalty provisions of subsection 4 of this section against the contractor or



subcontractor found to be in violation of this section. If the court orders payment of the penalties as prescribed under subsection 4 of this section, the department shall be entitled to recover its actual cost of enforcement in addition to such penalty amount.

ARTICLE 18

TRANSIENT EMPLOYERS 18.1 REQUIREMENTS

18.1.1 Per RSMo section 285.234, every transient employer, as defined in section 285.230 shall post in a prominent and easily accessible place at the work site a clearly legible copy of the following:

18.1.1.1 The notice of registration for employer withholding issued to such transient employer by the director of revenue; 18.1.1.2 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 18.1.1.3 The notice of registration for unemployment insurance issued to such transient employer by the division of employment security.

18.2 ENFORCEMENT

18.2.1 Any transient employer failing to comply with the provisions of this section shall be

liable for a penalty of five hundred dollars per day until the notices required by this section are posted as provided by this section.

ARTICLE 19

PERIODS OF EXCESSIVE UNEMPLOYMENT Whenever there is a period of excessive unemployment in Missouri, every person who is charged with the duty, either by law or contract, of constructing or building any public works project or improvement for the municipal corporation shall employ only Missouri laborers and laborers from nonrestrictive states on such project or improvement. Only such labor shall be used during such period, except that other laborers may be used when Missouri laborers or laborers from nonrestrictive states are not available, or are incapable of performing the particular type of work involved, if so certified by the contractor and approved by the contracting officer. This Section shall apply to all labor on public works projects or improvements, whether skilled, semiskilled or unskilled, and whether manual or nonmanual except work done directly by any public utility company and not let to contract. As used in this Section, the following terms mean: (1) "Laborers from nonrestrictive states", persons who are residents of a state which has not enacted state laws restricting Missouri laborers from working on public works projects in that state, as determined by the labor and industrial relations commission; (2) "Missouri laborer", any person who has resided in Missouri for at least thirty days and intends to become or remain a Missouri resident; (3) "A period of excessive unemployment", any month immediately following two consecutive calendar months during which the level of unemployment in the state has exceeded five percent as measured by the United States Bureau of Labor Statistics in its



monthly publication of employment and unemployment figures; (4) "Public works", projects defined as public works pursuant to section 290.210 RSMo


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Contractor shall execute and comply with the conditions substantially as stated in the following affidavit: STATE OF MISSOURI ) ) ss COUNTY OF __________ )

CONTRACTOR’S AFFIDAVIT FOR PUBLIC CONSTRUCTION PROJECTS

The undersigned, being duly sworn, does state and depose as follows:

1. I am the _____________(title) of ________________________(company) which is a contractor on the ____________________________ Project, and authorized to sign this Affidavit on the Company’s behalf. 2. I have verified the information set forth in this Affidavit for the Contractor. If any subcontractors have been retained on the Project, I have also verified the information as to any subcontractor. 3. The Contractor and its subcontractors have Workers’ Compensation Insurance that covers its employees working on the Project and such insurance meets or exceeds the requirements established by law. 4. The Contractor and its subcontractors have verified the U.S. citizenship or lawful status of all workers employed on the Project and do not knowingly employ any person who is an unauthorized alien in connection with the contracted services.

5. The Contractor and its subcontractors have been informed by the City of the requirements to pay prevailing wage and will pay the prevailing wages to all workers employed on the Project as established by the applicable Annual Wage Order for the County where the Project occurs.

6. The Contractor and its subcontractors are in compliance with federal law

requiring an accredited apprenticeship program, if applicable. 7. The Contractor and its subcontractors are enrolled and participate in a federal

work authorization program with respect to employees working in connection with the contracted services. Further Affiant sayeth naught.

__________________________________ Authorized Officer of Contractor

Subscribed and sworn to before me this ____ day of ____________, 20_____ __________________________________ Notary Public My commission expires:______________



TO: MAYOR SANGER; BOARD OF ALDERMEN FROM: CRAIG OWENS, CITY MANAGER DALE L. HOUDESHELL, P.E., DIRECTOR OF PUBLIC WORKS DATE: AUGUST 25, 2015 RE: MOTION TO CONSIDER A BID FOR THE CARONDELET PLAZA PAVEMENT

REHABILITATION PROJECT

The Public Works Department is recommending rejection of the only construction bid for the Carondelet Plaza Pavement Rehabilitation Project. In 2013, Parsons Brinkerhoff completed the design of the project. This project includes the rehabilitation of the existing concrete pavement and joints, replacement of curb ramps that do not meet ADA requirements, the replacement of substandard curb and gutter, base repair where necessary, and an ultra-thin bonded asphalt wearing surface (UBAWS). The Bid opening was at 2:05 pm on August 13, 2015. The City received only one bid on the project as shown on the attached bid tabulation. Gershenson Construction Company, Inc. submitted the bid in the amount of $977,225.22. The final engineer’s estimate for this work was $651,968.00. Staff feels the primary difference between the engineers estimate and bid received is due to uncertainty of the contractor to be able to complete portions of the work before weather limits the construction. The ultra-thin bonded asphalt wearing surface would be one of the last items installed, there is a temperature limitation on when it can be installed, and the only sub-contractor who does this type of surface is currently very busy.

Staff’s recommendation is to reject the bid and not award the contract based on this sole bid. In the interest of keeping the project moving forward, staff will evaluate options, including bidding the concrete work separately from the ultra-thin bonded asphalt wearing surface that would be rebid in the spring. Staff feels this will result in additional competitive bids for the majority of the work.

The Capital Improvement Fund has $688,000 budgeted for this activity in FY 2015. STAFF RECOMMENDATION: To reject the bid by Gershenson Construction Company, Inc. in the amount of $977,225.22 for the Carondelet Plaza Pavement Rehabilitation Project.

Carondelet Plaza Pavement Rehabilitation ProjectProject # 2015.PW.1401.012CITY OF CLAYTON

Department of Public Works

Item No. Description Unit Quantity Unit Price Extended Price Unit Price Extended Price

304-01.04 TYPE 1 AGGREGATE BASE (4” THICK) SY 92 $10.00 $920.00 $6.20 $570.40

304-05.04 TYPE 5 AGGREGATE BASE (4” THICK) SY 985 $10.00 $9,850.00 $6.20 $6,107.00


14-32.00 ULTRATHIN BONDED WEARING SURFACE, TYPE A SY 9,105 $11.00 $100,155.00 $5.50 $50,077.50

502.11.96 PCCP JOINT/CRACK SEALING LS 1 $25,000.00 $25,000.00 $16,200.00 $16,200.00

604-20.26 ADJUST GRATE INLET TO GRADE EA 1 $1,000.00 $1,000.00 $1,050.00 $1,050.00

604-20.30 ADJUST MANHOLE TO GRADE EA 5 $1,000.00 $5,000.00 $560.00 $2,800.00

608-60.05 REMOVE AND REPLACE CONCRETE SIDEWALK SY 202 $85.00 $17,170.00 $60.00 $12,120.00

608-60.93 REMOVE AND RESET SIDEWALK PAVERS SF 1,887 $25.00 $47,175.00 $8.00 $15,096.00

608-60.97 REMOVE AND REPLACE CONCRETE CURB RAMPS SY 125 $165.00 $20,625.00 $145.00 $18,125.00

608-60.98 DETECTABLE WARNING SURFACE SF 278 $50.00 $13,900.00 $14.00 $3,892.00

609-10.10 CONCRETE CURB, TYPE S LF 194 $40.00 $7,760.00 $24.00 $4,656.00

609-10.93 REMOVE AND REPLACE CONCRTE CURB AND GUTTER LF 2,346 $60.00 $140,760.00 $38.00 $89,148.00

610-99.01 BRICK CARRIAGE STRIP-20” LF 100 $120.00 $12,000.00 $150.00 $15,000.00

610-99.98 PCC BASE FOR CONCRETE PAVERS LF 83 $325.00 $26,975.00 $145.00 $12,035.00

610-99.99 INTERLOCKING CONCRETE PAVER CROSSWALK SF 664 $20.00 $13,280.00 $40.00 $26,560.00

612-30.97 CHANNELIZER (TRIM LINE) EA 60 $33.00 $1,980.00 $22.00 $1,320.00

612-30.98 DIRECTIONAL INDICATOR BARRICADE WITH LIGHT EA 20 $100.00 $2,000.00 $40.00 $800.00

612-30.99 MAINTENANCE OF TRAFFIC CONTROL LS 1 $35,000.00 $35,000.00 $20,000.00 $20,000.00

612-50.99 CONSTRUCTION SIGNS SF 294 $10.00 $2,940.00 $8.00 $2,352.00

612-70.98 FLASHING ARROW PANEL EA 4 $1,100.00 $4,400.00 $830.00 $3,320.00

612-70.99 CHANGEABLE MESSAGE SIGN EA 2 $3,300.00 $6,600.00 $3,500.00 $7,000.00

613-10.10 REMOVE AND REPLACE PCC BASE-8” SY 762 $155.00 $118,110.00 $185.00 $140,970.00

617-99.01 EROSION CONTROL LS 1 $500.00 $500.00 $8,000.00 $8,000.00

619-00.00 MOBILIZATION LS 1 $185,000.00 $185,000.00 $50,000.00 $50,000.00

621-20.10 PAVEMENT MARKING-4” YELLOW STRIP LF 1,935 $0.39 $754.65 $0.15 $290.25

621-20.11 PAVEMENT MARKING-4” WHITE STRIPE LF 1,068 $0.39 $416.52 $0.15 $160.20

621-20.12 PAVEMENT MARKING-6” WHITE STRIPE LF 1,656 $0.50 $828.00 $0.25 $414.00

621-20.13 PAVEMENT MARKING-12” WHITE STRIPE LF 677 $3.30 $2,234.10 $0.67 $453.59

621-20.14 PAVEMENT MARKING-24” WHITE STRIPE LF 69 $6.60 $455.40 $2.74 $189.06

621-20.15 PAVEMENT MARKING-PVMT ARROW & BIKE SYMBOL EA 25 $82.49 $2,062.25 $30.00 $750.00

621-20.16 PAVEMENT MARKING-12” RED STRIPE LF 73 $6.60 $481.80 $1.00 $73.00

622-40.10 MODIFIED COLD MILL (DEPTH TRANSITIONS) SY 353 $38.50 $13,590.50 $15.00 $5,295.00

803-10.00 SODDING SY 192 $45.00 $8,640.00 $5.00 $960.00

Total Bid $829,987.22 $517,662.60


304-05.04 TYPE 5 AGGREGATE BASE (4” THICK) SY 105 $10.00 $1,050.00 $6.20 $651.00

414-32.00 ULTRATHIN BONDED WEARING SURFACE, TYPE A SY 408 $11.00 $4,488.00 $5.50 $2,244.00

608-60.93 REMOVE AND RESET SIDEWALK PAVERS SF 406 $20.00 $8,120.00 $8.00 $3,248.00

609-10.93 REMOVE AND REPLACE CONCRETE CURB AND GUTTER LF 218 $55.00 $11,990.00 $38.00 $8,284.00

613-10.10 REMOVE AND REPLACE PCC BASE-8” SY 34 $155.00 $5,270.00 $185.00 $6,290.00

622-40.10 MODIFIED COLD MILL (DEPTH TRANSITIONS) SY -85 $35.00 ($2,975.00) $15.00 ($1,275.00)

Hotel Alternate Bid $27,943.00 $19,442.00. .



304-05.04 TYPE 5 AGGREGATE BASE (4” THICK) SY -15 $10.00 ($150.00) $6.20 ($93.00)

414-32.00 ULTRATHIN BONDED WEARING SURFACE, TYPE A SY -200 $11.00 ($2,200.00) $5.50 ($1,100.00)

610-99.98 PCC BASE FOR CONCRETE PAVERS LF 250 $325.00 $81,250.00 $145.00 $36,250.00

610-99.99 INTERLOCKING CONCRETE PAVER CROSSWALK SF 1,996 $20.00 $39,920.00 $40.00 $79,840.00

609-10.93 REMOVE AND REPLACE CONCRETE CURB AND GUTTER LF -53 $55.00 ($2,915.00) $38.00 ($2,014.00)

622-40.10 MODIFIED COLD MILL (DEPTH TRANSITIONS) SY 18 $35.00 $630.00 $15.00 $270.00

Crosswalk Alternate Bid $119,295.00 $114,864.20Base Bid Plus Alternate $977,225.22 $651,968.80

CROSSWALK ALTERNATE BIDS

Bid Date: 8/13/15Bid Time: 2:00 pm

Gershenson Engineer's Estimate

HOTEL ALTERNATE BIDS