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HomeMy WebLinkAboutOrd.5405.05-17-2021 BILL NO. 21-68 ORDINANCE NO. �' e95 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A STATE BLOCK GRANT AGREEMENT WITH THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION TO FUND AIR TRAFFIC CONTROL TOWER EXPENSES, AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS : Article 1 . The City Manager is hereby authorized and directed to execute, on behalf of the City, a State Block Grant Agreement between the City of Cape Girardeau and the Missouri Highways and Transportation Commission, to fund Air Traffic Control Tower Operating Expenses, Project No. AIR 216-077A-2, at the Cape Girardeau Regional Airport. The City Clerk is hereby authorized and directed to attest to said document and to affix the seal of the City thereto. The Agreement shall be in substantially the form attached hereto, which document is hereby approved by the City Council, with such changes therein as shall be approved by the officers of the City executing the same. Article 2 . This Ordinance shall be in full force and effect ten days after its passage and approval. PASSED AND APPROVED THIS 17TH DAY OF May , 2021 . Bob Fox, Mayor ATTEST: Gjiad(‘Okat 1:747 A' G �, Ag 4 41 '' 041 Gayle Conrad, City Clerk I/f tis vf /// r�r l vV7 C Gr „OHO r # .r CCO Form: MO13 Sponsor: City of Cape Girardeau Approved: 1/99 (RMH) Project No.: AIR 216-077A-1 Revised: 03/17 (MWH) Modified: MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION AIR TRAFFIC CONTROL TOWER OPERATING ASSISTANCE GRANT AGREEMENT THIS AGREEMENT is entered into between the Missouri Highways and Transportation Commission (hereinafter, "Commission"), and the City of Cape Girardeau (hereinafter, "Sponsor"). WITNESSETH: WHEREAS, the purpose of this Agreement is to provide financial assistance to the Sponsor for the operation of the Air Traffic Control Tower (hereinafter, "Tower") at the Cape Girardeau Regional Airport (hereinafter, "Airport") pursuant to section 305.230 RSMo, and to set forth the conditions upon which the assistance will be provided. NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations set forth below, the parties agree as follows: (1) SCOPE OF WORK: The Sponsor agrees to operate the Tower in accordance with all rules and regulations of the Federal Aviation Administration and with all applicable Federal and State requirements. (2) AMOUNT OF GRANT: The Commission agrees to reimburse the Sponsor up to One Hundred Sixty-Seven Thousand Dollars ($167,000); provided, however, that in the event that state funds available to the Commission under section 305.230 RSMo are reduced so that the Commission is unable to completely satisfy its obligations to all Cities for the current state fiscal year, the Commission may recompute and reduce this grant. The designation of this grant does not create a lump sum quantity contract, but rather only represents the amount of funding available for qualifying expenses to operate the Tower during the period of July 1, 2020 to June 30, 2021. The release of all funding under this Agreement is subject to the Commission’s review and approval of all project expenses to ensure that they are qualifying expenses under this program. The grant funds in this paragraph not expended or duly obligated during the project time period shall be released for use in other projects under §305.230 RSMo. (3) PERFORMANCE OF AGREEMENT: The Sponsor shall immediately notify the Commission in writing of any condition or event which may significantly affect its ability to perform the activities in accordance with the provisions of the Agreement. (4) COMMISSION'S RIGHT TO INSPECT DOCUMENTS AND AUDIT RECORDS: DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC 2 (A) The Sponsor shall submit to the Commission such data, reports, documents, and other information relating to the operation of the Tower as the Commission may require at any time. (B) The Sponsor must maintain all records relating to this Agreement, including, but not limited to, invoices, payrolls, etc. These records must be available at all reasonable times at no charge to the Commission and/or its designees and representatives during the period of this Agreement and any extension t hereof, and for three (3) years from the date of final payment made under this Agreement. (5) THIRD PARTY CONTRACTS: (A) Prior to execution by either party, the Sponsor shall submit to the Commission for review, comment, and approval all contracts for services included in the Scope of Work Statement to be provided to the Sponsor by a third party. (B) The Commission shall not be liable to the contractors or subcontractor of the Sponsor or any other person not a party to this Agreement in connection with the performance of this project without specific written consent of the Commission. (6) PAYMENTS: (A) Timing of Payments: The Commission’s payments to the Sponsor will be made on a quarterly basis. The Commission will provide a reimbursement form to be completed by the Sponsor when requesting funds. (B) Limitations on Commission Contribution: Funds made available to the Commission and the Sponsor are subject to appropriations made by the General Assembly. (7) RIGHT OF COMMISSION TO TERMINATE AGREEMENT: Upon written notice to the Sponsor, the Commission reserves the right to suspend or terminate all or part of the financial assistance herein provided if the Sponsor is, or has been, in violation of any of the terms of this Agreement. (8) COMMISSION'S REPRESENTATIVE: The Commission's Chief Engineer is designated as the Commission's representative for the purpose of administering the provisions of this Agreement. The Commission's representative may designate by written notice other persons having the authority to act on behalf of the Commission in furtherance of the performance of the Agreement. (9) INDEMNIFICATION: DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC 3 (A) To the extent allowed or imposed by law, the Sponsor shall defend, indemnify and hold harmless the Commission, including its members and department employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Sponsor's wrongful or negligent performance of its obligations under this Agreement. (B) The Sponsor will require any contractor procured by the Sponsor to work under this Agreement: (1) To obtain a no cost permit from the Commission’s district engineer prior to working on the Commission ’s right-of-way, which shall be signed by an authorized contractor representative (a permit from the Commission’s district engineer will not be required for work outside of the Commission’s right-of-way); and (2) To carry commercial general liability insurance and commercial automobile liability insurance from a company authorized to issue insurance in Missouri, and to name the Commission, and the Missouri Department of Transportation and its employees, as additional named insureds in amounts sufficient to cover the sovereign immunity limits for Missouri public entities ($500,000 per claimant and $3,000,000 per occurrence) as calculated by the Missouri Department of Insurance, Financial Institutions and Professional Registration, and published annually in t he Missouri Register pursuant to Section 537.610, RSMo. (C) In no event shall the language of this Agreement constitute or be construed as a waiver or limitation for either party’s rights or defenses with regard to each party’s applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or law. (10) NONDISCRIMINATION CLAUSE: The Sponsor shall comply with all state and federal statutes applicable to the Sponsor relating to nondiscrimination, inc luding, but not limited to, Chapter 213, RSMo; Title VI and Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Sections 2000d and 2000e, et seq.); and with any provision of the "Americans with Disabilities Act" (42 U.S.C. Section 12101, et seq.). (11) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed according to the laws of the State of Missouri. The Sponsor shall comply with all local, state and federal laws and regulations relating to the performance of the Agreement. (12) VENUE: It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or respecting its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. (13) NONSOLICITATION: The Sponsor warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Sponsor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC 4 company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingency upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to annul this Agreement without liability, or in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. (14) AMENDMENTS: Any change in the Agreement, whether by modification or supplementation, must be accomplished by a supplemental agreement signed and approved by the duly authorized representatives of the Sponsor and the Commission. (15) DISPUTES: Any disputes that arise under this Agreement shall be decided by the Commission or its representative. (16) ASSIGNMENT: The Sponsor shall not assign, transfer or delegate any interest in this Agreement without the prior written consent of the Commission. (17) BANKRUPTCY: Upon filing for any bankruptcy or insolvency proceeding by or against the Sponsor, whether voluntarily, or upon the appointment of a receiver, trustee, or assignee, for the benefit of creditors, the Commission reserves the right and sole discretion to either cancel this Agreement or affirm this Agreement and hold the Sponsor responsible for damages. [Remainder of Page Intentionally Left Blank] DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC 5 IN WITNESS WHEREOF, the parties have entered into this agreement on the last date written below. Executed by the Sponsor this _________ day of ______________, 20____. Executed by the Commission this _________ day of ______________, 20____. MISSOURI HIGHWAYS AND CITY OF CAPE GIRARDEAU TRANSPORTATION COMMISSION By____________________________ Title Title____________________________ Attest: Attest: By___________________________ Secretary to the Commission Title__________________________ Approved as to Form: Approved as to Form: Commission Counsel Title ____________________________ Ordinance No. DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC City Manager 2021-05-24 | 5:06 PM CDT City Clerk City Attorney Assistant Chief Engineer 2021-06-04 | 8:36 AM CDT BILL NO. 21-68 ORDINANCE NO. ' e95 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A STATE BLOCK GRANT AGREEMENT WITH THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION TO FUND AIR TRAFFIC CONTROL TOWER EXPENSES, AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS : Article 1 . The City Manager is hereby authorized and directed to execute, on behalf of the City, a State Block Grant Agreement between the City of Cape Girardeau and the Missouri Highways and Transportation Commission, to fund Air Traffic Control Tower Operating Expenses, Project No. AIR 216-077A-2, at the Cape Girardeau Regional Airport. The City Clerk is hereby authorized and directed to attest to said document and to affix the seal of the City thereto. The Agreement shall be in substantially the form attached hereto, which document is hereby approved by the City Council, with such changes therein as shall be approved by the officers of the City executing the same. Article 2 . This Ordinance shall be in full force and effect ten days after its passage and approval. PASSED AND APPROVED THIS 17TH DAY OF May 2021 . Bob Fox, Mayor ATTEST: Gjiad(‘Okat 1:747 A' G , Ag 4 41 041 Gayle Conrad, City Clerk I/f tis vf /// r rl vV7 C Gr „OHO r r DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC Certificate Of Completion Envelope Id: 37FCA5E037784254B9E897CEEC52D9FC Status: Completed Subject: Please DocuSign: 2021-04-62349.pdf Source Envelope: Document Pages: 6 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Amy M. Ludwig AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 1860 Michael Faraday Drive Suite 100 Reston, VA 20190 Amy.Ludwig@modot.mo.gov IP Address: 168.166.80.221 Record Tracking Status: Original 5/19/2021 9:51:15 AM Holder: Amy M. Ludwig Amy.Ludwig@modot.mo.gov Location: DocuSign Signer Events Signature Timestamp Scott Meyer smeyer@cityofcapegirardeau.org City Manager Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Pre-selected Style Using IP Address: 71.91.228.222 Sent: 5/19/2021 9:56:54 AM Viewed: 5/19/2021 10:05:50 AM Signed: 5/19/2021 10:06:34 AM Electronic Record and Signature Disclosure: Accepted: 5/19/2021 10:05:50 AM ID: 1d071156-c20d-496f-8eb4-7c2a898b4f8c Gayle L. Conrad cityclerk@cityofcapegirardeau.org City Clerk Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Pre-selected Style Using IP Address: 71.91.228.222 Sent: 5/19/2021 10:06:35 AM Viewed: 5/24/2021 5:00:02 PM Signed: 5/24/2021 5:06:07 PM Electronic Record and Signature Disclosure: Accepted: 5/24/2021 5:00:02 PM ID: 54c0b5ac-81a4-4196-a65a-e381524cbe77 W. Eric Cunningham ecunningham@cityofcapegirardeau.org City Attorney Security Level: Email, Account Authentication (Optional), Access Code Signature Adoption: Pre-selected Style Using IP Address: 71.91.228.222 Sent: 5/24/2021 5:06:09 PM Viewed: 5/25/2021 9:27:20 AM Signed: 5/25/2021 9:27:34 AM Electronic Record and Signature Disclosure: Accepted: 5/25/2021 9:27:20 AM ID: a5ed9077-a76f-44da-893a-cefec9a27108 Megan L. Waters-Hamblin Megan.Waters-Hamblin@modot.mo.gov Senior Administrative Counsel Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre-selected Style Using IP Address: 168.166.80.221 Sent: 5/25/2021 9:27:36 AM Viewed: 6/1/2021 11:47:42 AM Signed: 6/1/2021 12:37:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Eric E. Schroeter Eric.Schroeter@modot.mo.gov Assistant Chief Engineer Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre-selected Style Using IP Address: 168.166.80.221 Sent: 6/1/2021 12:37:06 PM Viewed: 6/3/2021 9:55:51 AM Signed: 6/3/2021 9:55:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pamela Harlan pamela.harlan@modot.mo.gov Secretary to the Commission Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Signature Adoption: Uploaded Signature Image Using IP Address: 168.166.80.221 Sent: 6/3/2021 9:56:01 AM Viewed: 6/4/2021 8:36:06 AM Signed: 6/4/2021 8:36:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Dana L. Kaiser Dana.Kaiser@modot.mo.gov Senior Executive Assistant Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Sent: 6/3/2021 9:56:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Jorgensen jennifer.jorgensen@modot.mo.gov Asst Secretary to the Commission MoDOT Security Level: Email, Account Authentication (Optional) Sent: 6/4/2021 8:36:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Schulte jennifer.schulte@modot.mo.gov Security Level: Email, Account Authentication (Optional) Sent: 6/4/2021 8:36:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Katrina Amos kamos@cityofcapegirardeau.org Security Level: Email, Account Authentication (Optional) Sent: 6/4/2021 8:36:26 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Taylor cityclerk@cityofcapegirardeau.org City Clerk Security Level: Email, Account Authentication (Optional) Sent: 6/4/2021 8:36:27 AM Viewed: 6/8/2021 2:33:52 PM Electronic Record and Signature Disclosure: Accepted: 5/24/2021 5:02:15 PM ID: d48212b5-73b8-4c6e-8be4-7c5a0d8de3de Amy M. Ludwig amy.ludwig@modot.mo.gov Administrator of Aviation Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Sent: 6/4/2021 8:36:27 AM Resent: 6/4/2021 8:36:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/19/2021 9:56:54 AM Certified Delivered Security Checked 6/4/2021 8:36:06 AM Signing Complete Security Checked 6/4/2021 8:36:23 AM Completed Security Checked 6/4/2021 8:36:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Missouri Highways and Transportation Commission DocuSign, Inc. Express Electronic Signature Agreement The Missouri Highways and Transportation Commission (hereinafter, Commission), acting by and through the Missouri Department of Transportation (MoDOT) is willing to provide to the Authorized Representative of the Contractor/Vendor/Consultant (Entity) who is duly authorized to act on behalf of said Entity (hereinafter you or I) and accept from you your electronically affixed authorized signature and seal, as required to validate a binding agreement between the Commission and the Entity, on all Commission/MoDOT documents, including but not limited to disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and the like, (hereinafter, Commission Documents) that are processed, generated, and exchanged by and between the Commission and you, acting on behalf of the Entity, electronically through the utilization of the DocuSign, Inc. Express (DocuSign) eSignature Application. In consideration of mutual covenants, you agree as follows: 1) You are the person duly authorized and designated by the Entity to receive, access and agree to the terms of this agreement on behalf of the Entity by clicking the Agree button below. 2) You have the authority to specifically consent and agree that the Commission, in its discretion, provide all disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and all other evidence of the transaction between the Commission and the Entity electronically (hereinafter all such documentation is referred to as electronic record(s)). 3) The email address, User ID and password authorized to access the electronic agreement via DocuSign are your own and are not shared with any other person. 4) All of the required notices and disclosures will be sent to the email address authorized through DocuSign. 5) You are duly authorized to receive electronically through DocuSign, access and act upon all electronic records, to provide all required information and electronically affix your signature and seal, as applicable, on behalf of the Entity named in such Commission Documents via DocuSign,. 6) The system through which you are accessing DocuSign and its eSignature Application meets the minimum requirements to access DocuSign, view, receive, retrieve, download, print, store, send and transmit all electronic records and any and all other communications sent to you from the Commission through the DocuSign web site. 7) All communications in electronic format from the Commission to you through DocuSign are considered in-writing. You have the ability to download and print any documents processed through DocuSign for 30 calendar days after such documents are first sent, as long as you are an authorized user of the DocuSign system. After such time, you may request copies by contacting the Commission through the Secretary to the Commission at mhtc@modot.mo.gov or by telephone at 573-751-2824. You shall print or download for your records a copy of any communication that is important to you to retain. 8) You have implemented appropriate security measures to ensure that only you have access through DocuSign to receive, access and electronically affix signatures to electronic records, as applicable, Commission/MoDOT sends to you through DocuSign. It is your sole responsibility to ensure your adequate protection, confidentiality and secrecy of the DocuSign Authentication Code, and any other user ID and/or Password combinations that may be required for you to access the DocuSign eSignature services and any disclosure thereof to any other person or Electronic Record and Signature Disclosure created on: 10/5/2016 3:40:17 PM Parties agreed to: Scott Meyer, Gayle L. Conrad, W. Eric Cunningham, Bruce Taylor communication thereof through unsecure medium, such as traditional electronic mail, shall be entirely at your risk. You shall be liable for any unauthorized usage of your ID/Password combination and the DocuSign Authentication Code. 9) You agree and authorize the Commission to respond to and act upon any and all transactions initiated and transmitted by you electronically through DocuSign. Any transaction initiated and transmitted by you to the Commission through DocuSign and its eSignature application shall be deemed to have been authorized by you, and the Commission is entitled to assume that the said transactions are so authorized by you and the Commission shall be protected upon acting thereon. 10) You shall be fully liable to the Commission for every transaction entered into using a valid DocuSign Authentication Code sent to you through certified mail, telephone call or Short Message Service (SMS) text, with or without your knowledge. In no event will the Commission be liable to you for any special, direct, indirect, consequential or incidental loss or damages even if you have advised the Commission/MoDOT of such possibility. The Commission shall not be liable for any misuse, if any, of any data placed on the internet by third parties hacking or accessing the application and hosting server without authorization. 11) The Entity shall take responsibility for all the transactions with the Commission conducted electronically through DocuSign and will abide by the record of the transactions generated by DocuSign or by the Commission/MoDOT through DocuSign. Further such record of transactions shall be conclusive proof and binding for all purposes and may be used as conclusive evidence in any proceedings. All records of the Commission and DocuSign, whether in electronic form, magnetic medium, documents or any other form, with respect to electronic transactions sent or received through use of DocuSign shall be conclusive evidence of such transactions and shall be binding on the Entity. 12) The Commission/MoDOT shall not be liable for any loss or damage whatsoever caused, arising directly or indirectly, in connection with the services and /or this Agreement, including without limitation any: (A) Loss of data; and (B) Interruption or stoppages to your access to DocuSign and its eSignature application and/or processing of electronic transactions due to any operational or technical difficulties/reason beyond our control for any other reason. The Commission, along with its members, employees, agents, executors, successors and assigns shall not be liable for any damages or claims or injuries arising out of or in connection with the use of DocuSign and its eSignature application or its non-use including non-availability or failure of performance, loss or corruption of data, loss of or damage to property (including profit and goodwill), work stoppage, computer failure or malfunctioning or interruption of business, error, omission, deletion, defect, delay in operation or transmission, communication line failure or for any failure to act upon electronic transaction for any cause. 13) You shall keep confidential all information, in whatever form, produced, prepared, observed or received by you to the extent that such information is confidential by law or otherwise required by the Commission. 14) This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Missouri. It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. 15) The terms of this agreement and any amendments thereafter shall remain in full force and effect for as long as DocuSign is active, or by thirty (30) days written notification by either party of their intent to cancel this agreement. By checking the I Agree button, I confirm that: 1. I am the person named in the documents to which I will electronically affix my signature; that I am authorized to sign such documents on behalf of the Entity named in the documents; that I will read and know the contents of such electronically signed documents including all exhibits attached thereto, and that the statements made therein are true, and that I will not omit any information needed to make such documents true; and that I will take appropriate security measures to insure that I have sole access to the documents sent to me by the Commission and MoDOT through the email address provided on DocuSign. 2. I and the Entity shall indemnify and save harmless the Commission, its members, employees, officers, successors, assigns, agents and representatives against any and all claims, losses, damages, costs, liabilities and expense actually incurred, suffered or paid by the Commission, its members, employees, officers, successors, assigns, agents and representatives, directly or indirectly, and also against all demands, actions, suits, proceedings made, filed, instituted against the Commission, its members, employees, officers, successors, agents and representatives in connection with, or arising out of, or relating to the Commission accepting and acting or not accepting and not acting for any reason whatsoever pursuant to, in accordance with or relying upon, data received, through DocuSign and its eSignature application you or any unauthorized use of your ID/Password combination, the DocuSign Authentication Code, or the DocuSign eSignature application. 3. I agree to the DocuSign, Inc. Express (DocuSign) Electronic Signature Agreement terms and conditions outlined above. DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC CCO Form: MO13 Sponsor: City of Cape Girardeau Approved: 1/99 (RMH) Project No.: AIR 216-077A-1 Revised: 03/17 (MWH) Modified: MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION AIR TRAFFIC CONTROL TOWER OPERATING ASSISTANCE GRANT AGREEMENT THIS AGREEMENT is entered into between the Missouri Highways and Transportation Commission (hereinafter, "Commission"), and the City of Cape Girardeau (hereinafter, "Sponsor"). WITNESSETH: WHEREAS, the purpose of this Agreement is to provide financial assistance to the Sponsor for the operation of the Air Traffic Control Tower (hereinafter, "Tower") at the Cape Girardeau Regional Airport (hereinafter, "Airport") pursuant to section 305.230 RSMo, and to set forth the conditions upon which the assistance will be provided. NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations set forth below, the parties agree as follows: (1) SCOPE OF WORK: The Sponsor agrees to operate the Tower in accordance with all rules and regulations of the Federal Aviation Administration and with all applicable Federal and State requirements. (2) AMOUNT OF GRANT: The Commission agrees to reimburse the Sponsor up to One Hundred Sixty -Seven Thousand Dollars ($167,000); provided, however, that in the event that state funds available to the Commission under section 305.230 RSMo are reduced so that the Commission is unable to completely satisfy its obligations to all Cities for the current state fiscal year, the Commission may recompute and reduce this grant. The designation of this grant does not create a lump sum quantity contract, but rather only represents the amount of funding available for qualifying expenses to operate the Tower during the period of July 1, 2020 to June 30, 2021. The release of all funding under this Agreement is subject to the Commission's review and approval of all project expenses to ensure that they are qualifying expenses under this program. The grant funds in this paragraph not expended or duly obligated during the project time period shall be released for use in other projects under §305.230 RSMo. (3) PERFORMANCE OF AGREEMENT: The Sponsor shall immediately notify the Commission in writing of any condition or event which may significantly affect its ability to perform the activities in accordance with the provisions of the Agreement. (4) COMMISSION'S RIGHT TO INSPECT DOCUMENTS AND AUDIT RFCnRDS- DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC (A) The Sponsor shall submit to the Commission such data, reports, documents, and other information relating to the operation of the Tower as the Commission may require at any time. (B) The Sponsor must maintain all records relating to this Agreement, including, but not limited to, invoices, payrolls, etc. These records must be available at all reasonable times at no charge to the Commission and/or its designees and representatives during the period of this Agreement and any extension thereof, and for three (3) years from the date of final payment made under this Agreement. (5) THIRD PARTY CONTRACTS: (A) Prior to execution by either party, the Sponsor shall submit to the Commission for review, comment, and approval all contracts for services included in the Scope of Work Statement to be provided to the Sponsor by a third party. (B) The Commission shall not be liable to the contractors or subcontractor of the Sponsor or any other person not a party to this Agreement in connection with the performance of this project without specific written consent of the Commission. (6) PAYMENTS: (A) Timing of Payments: The Commission's payments to the Sponsor will be made on a quarterly basis. The Commission will provide a reimbursement form to be completed by the Sponsor when requesting funds. (B) Limitations on Commission Contribution: Funds made available to the Commission and the Sponsor are subject to appropriations made by the General Assembly. (7) RIGHT OF COMMISSION TO TERMINATE AGREEMENT: Upon written notice to the Sponsor, the Commission reserves the right to suspend or terminate all or part of the financial assistance herein provided if the Sponsor is, or has been, in violation of any of the terms of this Agreement. (8) COMMISSION'S REPRESENTATIVE: The Commission's Chief Engineer is designated as the Commission's representative for the purpose of administering the provisions of this Agreement. The Commission's representative may designate by written notice other persons having the authority to act on behalf of the Commission in furtherance of the performance of the Agreement. (9) INDEMNIFICATION - 2 DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC (A) To the extent allowed or imposed by law, the Sponsor shall defend, indemnify and hold harmless the Commission, including its members and department employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Sponsor's wrongful or negligent performance of its obligations under this Agreement. (B) The Sponsor will require any contractor procured by the Sponsor to work under this Agreement: (1) To obtain a no cost permit from the Commission's district engineer prior to working on the Commission's right-of-way, which shall be signed by an authorized contractor representative (a permit from the Commission's district engineer will not be required for work outside of the Commission's right-of-way); and (2) To carry commercial general liability insurance and commercial automobile liability insurance from a company authorized to issue insurance in Missouri, and to name the Commission, and the Missouri Department of Transportation and its employees, as additional named insureds in amounts sufficient to cover the sovereign immunity limits for Missouri public entities ($500,000 per claimant and $3,000,000 per occurrence) as calculated by the Missouri Department of Insurance, Financial Institutions and Professional Registration, and published annually in the Missouri Register pursuant to Section 537.610, RSMo. (C) In no event shall the language of this Agreement constitute or be construed as a waiver or limitation for either party's rights or defenses with regard to each party's applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or law. (10) NONDISCRIMINATION CLAUSE: The Sponsor shall comply with all state and federal statutes applicable to the Sponsor relating to nondiscrimination, including, but not limited to, Chapter 213, RSMo; Title VI and Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Sections 2000d and 2000e, et seq.); and with any provision of the "Americans with Disabilities Act" (42 U.S.C. Section 12101, et seq.). (11) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed according to the laws of the State of Missouri. The Sponsor shall comply with all local, state and federal laws and regulations relating to the performance of the Agreement. (12) VENUE: It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or respecting its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. (13) NONSOLICITATION: The Sponsor warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Sponsor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any 3 DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingency upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to annul this Agreement without liability, or in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. (14) AMENDMENTS: Any change in the Agreement, whether by modification or supplementation, must be accomplished by a supplemental agreement signed and approved by the duly authorized representatives of the Sponsor and the Commission. (15) DISPUTES: Any disputes that arise under this Agreement shall be decided by the Commission or its representative. (16) ASSIGNMENT: The Sponsor shall not assign, transfer or delegate any interest in this Agreement without the prior written consent of the Commission. (17) BANKRUPTCY: Upon filing for any bankruptcy or insolvency proceeding by or against the Sponsor, whether voluntarily, or upon the appointment of a receiver, trustee, or assignee, for the benefit of creditors, the Commission reserves the right and sole discretion to either cancel this Agreement or affirm this Agreement and hold the Sponsor responsible for damages. [Remainder of Page Intentionally Left Blank] M DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC IN WITNESS WHEREOF, the parties have entered into this agreement on the last date written below. Executed by the Sponsor this Executed by the Commission this MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION DocuSigned by: -I 1ViG f. S&y6t r Title Assistant Chief Engineer Attest: DocuSigned by: Secretary to the Commission Approved as to Form: FDocuSignedJJby: IOU— Commission Counsel 5 day of 2021-05-24 1 5:06 fd CDT day of 2021-06-04 1 8:36 ,A� CDT , LU CITY OF CAPE GIRARDEAU ByrDocuSigned by: s(.if cr Title city Manager Attest: DocuSigned by: Y Title City Clerk Approved as to Form: DocuSigned by: Title City Attorney Ordinance No. DocuSign Envelope ID: 37FCA5E0-3778-4254-B9E8-97CEEC52D9FC BILL NO. 21-68 ORDINANCE NO. 5 LO5 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A STATE BLOCK GRANT AGREEMENT WITH THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION TO FUND AIR TRAFFIC CONTROL TOWER EXPENSES, AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: Article 1. The City Manager is hereby authorized and directed to execute, on behalf of the City, a State Block Grant Agreement between the City of Cape Girardeau and the Missouri Highways and Transportation Commission, to fund Air Traffic Control Tower Operating Expenses, Project No. AIR 216-077A-2, at the Cape Girardeau Regional Airport. The City Clerk is hereby authorized and directed to attest to said document and to affix the seal of the City thereto. The Agreement shall be in substantially the form attached hereto, which document is hereby approved by the City Council, with such changes therein as shall be approved by the officers of the City executing the same. Article 2. This Ordinance shall be in full force and effect ten days after its passage and approval. PASSED AND APPROVED THIS 17TH DAY OF May , 2021. Bob Fox, Mayor ATTEST: Gayle 0. Conrad, City Clerk Certificate Of Completion Envelope Id: 37FCA5E037784254B9E897CEEC52D9FC Subject: Please DocuSign: 2021-04-62349.pdf Source Envelope: Document Pages: 6 Signatures: 6 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 5/19/2021 9:51:15 AM Signer Events Scott Meyer smeyer@cityofcapegirardeau.org City Manager Security Level: Email, Account Authentication (Optional), Access Code Electronic Record and Signature Disclosure: Accepted: 5/19/2021 10:05:50 AM ID: 1 d071156-c20d-496f-8eb4-7c2a898b4f8c Gayle L. Conrad cityclerk@cityofcapegirardeau.org City Clerk Security Level: Email, Account Authentication (Optional), Access Code Electronic Record and Signature Disclosure: Accepted: 5/24/2021 5:00:02 PM ID:54cOb5ac-81a4-4196-a65a-e381524cbe77 W. Eric Cunningham ecunningham@cityofcapegirardeau.org City Attorney Security Level: Email, Account Authentication (Optional), Access Code Electronic Record and Signature Disclosure: Accepted: 5/25/2021 9:27:20 AM ID:a5ed9077-a76f-44da-893a-cefec9a27108 Megan L. Waters -Hamblin Megan.Waters-Hamblin@modot.mo.gov Senior Administrative Counsel Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Amy M. Ludwig Amy.Ludwig@modot.mo.gov Signature by: ED—Sig"Id (hf% "Lr ACC31 E6B252746C... Signature Adoption: Pre -selected Style Using IP Address: 71.91.228.222 CDocuSigned by: 22oD Signature Adoption: Pre -selected Style Using IP Address: 71.91.228.222 [D -Signed by: tyi6 7C521F99E916469... Signature Adoption: Pre -selected Style Using IP Address: 71.91.228.222 by: ED—Sig—d ' evv 4 Zdcroco-N.UP BA34EE9EF9E5407... Signature Adoption: Pre -selected Style Using IP Address: 168.166.80.221 DocuSign Status: Completed Envelope Originator: Amy M. Ludwig 1860 Michael Faraday Drive Suite 100 Reston, VA 20190 Amy.Ludwig@modot.mo.gov IP Address: 168.166.80.221 Location: DocuSign Timestamp Sent: 5/19/2021 9:56:54 AM Viewed: 5/19/2021 10:05:50 AM Signed: 5/19/2021 10:06:34 AM Sent: 5/19/2021 10:06:35 AM Viewed: 5/24/2021 5:00:02 PM Signed: 5/24/2021 5:06:07 PM Sent: 5/24/2021 5:06:09 PM Viewed: 5/25/2021 9:27:20 AM Signed: 5/25/2021 9:27:34 AM Sent: 5/25/2021 9:27:36 AM Viewed: 6/1/2021 11:47:42 AM Signed: 6/1/2021 12:37:04 PM Signer Events Eric E. Schroeter Eric.Schroeter@modot.mo.gov Assistant Chief Engineer Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Pamela Harlan pamela.harlan@modot.mo.gov Secretary to the Commission Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Dana L. Kaiser Dana.Kaiser@modot.mo.gov Senior Executive Assistant Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Jorgensen jennifer.jorgensen@modot.mo.gov Asst Secretary to the Commission MoDOT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature EDOCUSign1d by: V16 -e. st�rbtkr SF8CCFE9B29E499... Signature Adoption: Pre -selected Style Using IP Address: 168.166.80.221 [DocuSigned by A4666CD7996249B... Signature Adoption: Uploaded Signature Image Using IP Address: 168.166.80.221 Signature Status Status Status Status Status COPIED COPIED Jennifer Schulte � PI E D jennifer.schulte@modot.mo.gov Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Katrina Amos COP E D kamos@cityofcapegirardeau.org Security Level: Email, Account Authentication (Optional) Timestamp Sent: 6/1/2021 12:37:06 PM Viewed: 6/3/2021 9:55:51 AM Signed: 6/3/2021 9:55:57 AM Sent: 6/3/2021 9:56:01 AM Viewed: 6/4/2021 8:36:06 AM Signed: 6/4/2021 8:36:23 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 6/3/2021 9:56:00 AM Sent: 6/4/2021 8:36:25 AM Sent: 6/4/2021 8:36:25 AM Sent: 6/4/2021 8:36:26 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Taylor * F Sent: 6/4/2021 8:36:27 AM cityclerk@cityofcapegirardeau.org COP+` Viewed: 6/8/2021 2:33:52 PM City Clerk Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 5/24/2021 5:02:15 PM ID:d48212b5-73b8-4c6e-8be4-7c5a0d8de3de Amy M. Ludwig Sent: 6/4/2021 8:36:27 AM amy.ludwig@modot.mo.gov Resent: 6/4/2021 8:36:34 AM Administrator of Aviation Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/19/2021 9:56:54 AM Certified Delivered Security Checked 6/4/2021 8:36:06 AM Signing Complete Security Checked 6/4/2021 8:36:23 AM Completed Security Checked 6/4/2021 8:36:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/5/2016 3:40:17 PM Parties agreed to: Scott Meyer, Gayle L. Conrad, W. Eric Cunningham, Bruce Taylor Missouri Highways and Transportation Commission DocuSign, Inc. Express Electronic Signature Agreement The Missouri Highways and Transportation Commission (hereinafter, Commission), acting by and through the Missouri Department of Transportation (MoDOT) is willing to provide to the Authorized Representative of the ContractorNendor/Consultant (Entity) who is duly authorized to act on behalf of said Entity (hereinafter you or I) and accept from you your electronically affixed authorized signature and seal, as required to validate a binding agreement between the Commission and the Entity, on all Commission/MoDOT documents, including but not limited to disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and the like, (hereinafter, Commission Documents) that are processed, generated, and exchanged by and between the Commission and you, acting on behalf of the Entity, electronically through the utilization of the DocuSign, Inc. Express (DocuSign) eSignature Application. In consideration of mutual covenants, you agree as follows: 1) You are the person duly authorized and designated by the Entity to receive, access and agree to the terms of this agreement on behalf of the Entity by clicking the Agree button below. 2) You have the authority to specifically consent and agree that the Commission, in its discretion, provide all disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and all other evidence of the transaction between the Commission and the Entity electronically (hereinafter all such documentation is referred to as electronic record(s)). 3) The email address, User ID and password authorized to access the electronic agreement via DocuSign are your own and are not shared with any other person. 4) All of the required notices and disclosures will be sent to the email address authorized through DocuSign. 5) You are duly authorized to receive electronically through DocuSign, access and act upon all electronic records, to provide all required information and electronically affix your signature and seal, as applicable, on behalf of the Entity named in such Commission Documents via DocuSign,. 6) The system through which you are accessing DocuSign and its eSignature Application meets the minimum requirements to access DocuSign, view, receive, retrieve, download, print, store, send and transmit all electronic records and any and all other communications sent to you from the Commission through the DocuSign web site. 7) All communications in electronic format from the Commission to you through DocuSign are considered in -writing. You have the ability to download and print any documents processed through DocuSign for 30 calendar days after such documents are first sent, as long as you are an authorized user of the DocuSign system. After such time, you may request copies by contacting the Commission through the Secretary to the Commission at mhtc@modot.mo.gov or by telephone at 573-751-2824. You shall print or download for your records a copy of any communication that is important to you to retain. 8) You have implemented appropriate security measures to ensure that only you have access through DocuSign to receive, access and electronically affix signatures to electronic records, as applicable, Commission/MoDOT sends to you through DocuSign. It is your sole responsibility to ensure your adequate protection, confidentiality and secrecy of the DocuSign Authentication Code, and any other user ID and/or Password combinations that may be required for you to access the DocuSign eSignature services and any disclosure thereof to any other person or communication thereof through unsecure medium, such as traditional electronic mail, shall be entirely at your risk. You shall be liable for any unauthorized usage of your ID/Password combination and the DocuSign Authentication Code. 9) You agree and authorize the Commission to respond to and act upon any and all transactions initiated and transmitted by you electronically through DocuSign. Any transaction initiated and transmitted by you to the Commission through DocuSign and its eSignature application shall be deemed to have been authorized by you, and the Commission is entitled to assume that the said transactions are so authorized by you and the Commission shall be protected upon acting thereon. 10) You shall be fully liable to the Commission for every transaction entered into using a valid DocuSign Authentication Code sent to you through certified mail, telephone call or Short Message Service (SMS) text, with or without your knowledge. In no event will the Commission be liable to you for any special, direct, indirect, consequential or incidental loss or damages even if you have advised the Commission/MoDOT of such possibility. The Commission shall not be liable for any misuse, if any, of any data placed on the internet by third parties hacking or accessing the application and hosting server without authorization. 11) The Entity shall take responsibility for all the transactions with the Commission conducted electronically through DocuSign and will abide by the record of the transactions generated by DocuSign or by the Commission/MoDOT through DocuSign. Further such record of transactions shall be conclusive proof and binding for all purposes and may be used as conclusive evidence in any proceedings. All records of the Commission and DocuSign, whether in electronic form, magnetic medium, documents or any other form, with respect to electronic transactions sent or received through use of DocuSign shall be conclusive evidence of such transactions and shall be binding on the Entity. 12) The Commission/MoDOT shall not be liable for any loss or damage whatsoever caused, arising directly or indirectly, in connection with the services and /or this Agreement, including without limitation any: (A) Loss of data; and (B) Interruption or stoppages to your access to DocuSign and its eSignature application and/or processing of electronic transactions due to any operational or technical difficulties/reason beyond our control for any other reason. The Commission, along with its members, employees, agents, executors, successors and assigns shall not be liable for any damages or claims or injuries arising out of or in connection with the use of DocuSign and its eSignature application or its non-use including non-availability or failure of performance, loss or corruption of data, loss of or damage to property (including profit and goodwill), work stoppage, computer failure or malfunctioning or interruption of business, error, omission, deletion, defect, delay in operation or transmission, communication line failure or for any failure to act upon electronic transaction for any cause. 13) You shall keep confidential all information, in whatever form, produced, prepared, observed or received by you to the extent that such information is confidential by law or otherwise required by the Commission. 14) This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Missouri. It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. 15) The terms of this agreement and any amendments thereafter shall remain in full force and effect for as long as DocuSign is active, or by thirty (30) days written notification by either party of their intent to cancel this agreement. By checking the I Agree button, I confirm that: 1. I am the person named in the documents to which I will electronically affix my signature; that I am authorized to sign such documents on behalf of the Entity named in the documents; that I will read and know the contents of such electronically signed documents including all exhibits attached thereto, and that the statements made therein are true, and that I will not omit any information needed to make such documents true; and that I will take appropriate security measures to insure that I have sole access to the documents sent to me by the Commission and MoDOT through the email address provided on DocuSign. 2. I and the Entity shall indemnify and save harmless the Commission, its members, employees, officers, successors, assigns, agents and representatives against any and all claims, losses, damages, costs, liabilities and expense actually incurred, suffered or paid by the Commission, its members, employees, officers, successors, assigns, agents and representatives, directly or indirectly, and also against all demands, actions, suits, proceedings made, filed, instituted against the Commission, its members, employees, officers, successors, agents and representatives in connection with, or arising out of, or relating to the Commission accepting and acting or not accepting and not acting for any reason whatsoever pursuant to, in accordance with or relying upon, data received, through DocuSign and its eSignature application you or any unauthorized use of your ID/Password combination, the DocuSign Authentication Code, or the DocuSign eSignature application. 3. 1 agree to the DocuSign, Inc. Express (DocuSign) Electronic Signature Agreement terms and conditions outlined above.