Olivette City Council Meeting

Olivette City Council Meeting

June 22, 20217:00 PM

Meeting Via Zoom

Please Click Here for the Zoom Link

To Join via Phone: 301 715 8592 or 312 626 6799

Roll Call

Communications

City Manager's Report City Manager Sondag will give a verbal report.

Staff Reports

PUBLIC WORKS JUNE 2021.PDFPOLICE JUNE 2021.PDFFIRE JUNE 2021.PDF

City Council ReportsThe Mayor and City Council Members will give verbal reports.

Monthly Finance Report - May 2021

Monthly financial report for the eleven months ending May 2021.

MONTHLY FINANCIAL REPORT - MAY 2021.PDF

Hearing From CitizensComments may be submitted via email ([email protected]) prior to 5pm the day of the meeting.

Comments will also be accepted during the meeting utilizing the Zoom meeting information.

HEARING FROM CITIZENS.PDF

Resolution 2021-207 A Resolution Executing A Collective Bargaining Agreement Between The City Of Olivette And The Olivette Fire Department Shop Local 2665 IAFF

06-22-21 RESOLUTION 2021-207 A RESOLUTION EXECUTING A COLLECTIVE BARGAINING AGREEMENT WITH FIRE DEPARTMENT SHOP LOCAL 2665.PDF

Bill #2950 - An Ordinance Making Appropriations For Current Expenses Of The City Government Of The City Of Olivette For The Fiscal Year Beginning July 1, 2021; Adopting A Certain Budget; And Adopting A Certain Salary Schedule - Public Hearing And Second Reading

Consideration of an ordinance to adopt the operating budget for the City of Olivette for the

fiscal year beginning July 1, 2021 and ending June 30, 2022.

FY22 - BUDGET 2ND READING.PDF

Request To Encumber Funds To Future Period

A listing of individual requested items were originally included with the budgets of fiscal

year 2017, 2018, 2019, 2020 and 2021 respectively, These funds are not expected to be

spent by the end of the fiscal year, and therefore, a request is made that the council

approve a total of $602,009 in encumbrances. $240,844 in the General Fund,

$256,565 in the Capital Improvements Fund, and $104,600 in the Stormwater/Parks

Fund.

FY22 ENCUMBRANCE REQUEST.PDF

Bill #2952 - An Ordinance To Amend The Master Development Plan Illustrated As Exhibit B-1 Under Ordinance #2675 An Ordinance Rezoning Certain Redevelopment Area From "M-U" Gateway I-170/Olive Boulevard Mixed Use Gateway District To Olivette Gateway Plaza Planned Development District, Amending The City's Zoning Map Accordingly, Adopting A Corresponding Master Development Plan, And Adopting Pertinent Land Use And Zoning Regulations. First Reading.

Bill #2952 amends Exhibit “B-1 ”, adopted under Ordinance #2675. Ordinance #2675 is

the adopting ordinance establishing the Planned Development District for the development

now referred to as Olive Crossing. Under Ordinance #2675, there is a referenced Exhibit

“B-1 ”, which serves as the approved “Master Development Plan” (MDP) for the Olivette

Gateway Plaza Planned Development District. Under the “MDP ”, the proposed Lot 4 is

illustrated to be an office/commercial structure. The Developer has initiated a change to

Lot 4, from an Office/Commercial lot and building to Multifamily Residential lot and

building. A 5 -story apartment building structure with a 5-level parking structure is being

proposed.

Bill #2953 - An Ordinance To Create A Planned Development District By Approving The Vacation Of The Streets Known As Irvington Court And Reyem Court; Approving The Cosolidation Of 4.926 Acres To Be Known As Olivette Apartments Boundary Adjustment Plat; Rezoning 4.926 Acres Of Property To Be Known As Olivette Apartments Boundar Adjustment Plat From "SR" Single Family Residential District To "M-U" Gateway I-170/Olive Boulevard Mixed-Use Gateway District; And Approving A Development Plan And Designating A Planned Development District To Beknown As The Irvington-Reyem Olivette Apartments. - First Reading

Bill #2953 vacates the streets known as Irvington Court and Reyem Court, consolidates

4.926 acres consisting of 23 single family homes addressed off of Irvington and Reyem

Courts and the vacated streets, rezones the newly created 4.926 acre property from SR

Single Family Residential District to MU Gateway District, and authorizes a Planned

Development District, to be known as Irvington-Reyem Olivette Apartments, for

redevelopment of the area to a 207-unit residential multi -family apartment complex.

Bill #2954 An Ordinance Authorizing The City Of Olivette To Issue Taxable Industrial Revenue Bonds (Opus Development Company LLC Project) Series 2021 In Principal Amount Not To Exceed $55,000,000 For The Purpose Of Providing Funds To Pay The OCsts Of Acquiring Constructing And Improving A Facility For An Industrial Development Project In The City; Approving A Plan For The Project; And Authorizing Teh City To Enter Into Certain Agreements And Take Certain Other Actions In Connection Therewith

The Council will hold a first reading on a bill authorizing the use of Taxable Industrial

Revenue Bonds in conjunction with the proposed Development at Irvington and Reyem.

ORDINANCE (OLIVETTE).PDFEXHIBIT A PLAN TAX IMPACT ANALYSIS (OLIVETTE).PDFEXHIBIT B BASE LEASE (OLIVETTE).PDFEXHIBIT C LEASE (OLIVETTE).PDFEXHIBIT D INDENTURE (OLIVETTE).PDFEXHIBIT E BPA (OLIVETTE) (002).PDFEXHIBIT F DEVELOPMENT AND PERFORMANCE AGREEMENT (OLIVETTE).PDF

Authorization To Release A Request For Proposal Seeking A General Contractor For The Construction Of A New Community Center- Warson Park Improvements - Centennial Greenway 599C

AUTHORIZATION TO RELEASE RFP FOR COMMUNITY CENTER WARSON PARK AND CENNTENIAL GREENWAY (599C).PDF

Hearing From Citizens (Part 2)

HEARING FROM CITIZENS - PART 2.PDF

Review And Approve Of Minutes

Approval of minutes from the regular meeting of June 8 2021

COUNCIL MINUTES 2021-06-08.PDF

City Attorney's Report

City Attorney Paul Martin will give a verbal report.

Adjournment

AGENDA ITEMS WILL NOT NECESSARILY BE DISCUSSED IN ORDER. IF YOU HAVE ANY QUESTIONS, PLEASE CALL CITY HALL AT (314) 993-0444

Individuals wishing to speak at the meeting may do so via Zoom. Persons will be called upon to

speak during Hearing from Citizens and during Public Hearings.

Persons may also submit a written statement to Communications Manager Kiana Fleming at [email protected] by 5pm the day of the meeting.

Please note that the City Council may adjourn to closed session pursuant to the Revised Statutes of the State of Missouri to discuss legal, confidential or privileged attorney-client matters pursuant to Section 610.021(1), real estate matters pursuant to Section 610.021(2), personnel matters pursuant to 610.021(3), audit matters pursuant to Section 610.021(17), or for any other reason allowed by Missouri law.Posted this day June 18, 2021Barbara Sondag, City Manager

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CITY COUNCIL AGENDA SUBMISSION FORM

BILL #2952, INCLUDING REVISED EXHIBIT "B-1"

DEPARTMENT MEMORANDUM DATED MAY 20, 2021

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COUNCIL AGENDA SUBMISSION FORM BILL #2953, INCLUDING EXHIBITS "A"-"E"

DEVELOPMENT REVIEW PLANS STAFF MEMORANDUM TO PCDC, DATED MAY 6, 2021

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https://us02web.zoom.us/j/83658626226?pwd=NGNmV3BQenBLZTNvT1krbUtJVlZPZz09


June 22, 20217:00 PM

Meeting Via Zoom



Roll Call

Communications


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Adjournment






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June 22, 20217:00 PM

Meeting Via Zoom



Roll Call

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Adjournment






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June 22, 20217:00 PM

Meeting Via Zoom



Roll Call

Communications


Staff Reports





















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Adjournment






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https://www.olivettemo.com/c6b4e31c-202e-473b-bece-3b91195c243d

Public Works Status Report June 22, 2021

Unnerstall Contracting is continuing sanitary sewer installation north of Bon Hills Drive.

PW Staff has been busy completing numerous asphalt repairs in Indian Meadows and Oak Estates subdivisions.

Spencer Contracting complete Dielman Road pavement striping and other markings.

The Sewer Lateral Program has approved 3 projects for repair and completed 5 reimbursements.

Monthly ActivityReport

Olivette Police Department 1140 Dielman RoadOlivette, Missouri 63132

20212021

May

Olivette Police DepartmentMay 2021 - Monthly Activity Report 2

Olivette Monthly Crime Summary Crime Type Previous Month

April 2021Current Month May 2021

Motor Vehicle Thefts 1 2Burglaries 0 0Larcenies/Thefts 4 7Robberies 1 0Assaults 5 3

RecruitmentThe Police Department has extended a conditional job offer to a Police Officer Standards and Training (POST) certified candidate. The candidate accepted the conditional offer and needs to complete the psychological assessment. Upon completion of the assessment, a Field Training Instructor (FTI) – an Olivette Police Officer with specific training on assessing an officer going through the FTI process – and a start date will be assigned. We anticipate that date to be during the first week of July.The application process includes the following steps:

In addition to completing this hiring process, the Department has begun the process of hiring a Police Cadet (a non-POST certified applicant to be sponsored through a local Law Enforcement Academy). This new process is being started because Officer Jordan has accepted a position at another area agency. An informational meeting for prospective cadets was held on June 2. More information will be released on this process as it continues.

Continual TrainingIndividual officers attended the following training between May 25 and June 22:• Crime Scene Investigation• Officer In Crisis• Field Force Operations• Adaptive Supervisor• Open Response Conflict Resolution - De-Escalating Students & Situations

City Employee BarbecueOn June 4th, the Olivette Fire Department hosted a barbecue for City employees. They provided the location (fire truck bays), and the meat and buns. The Police Department provided chips and sodas. We thank the FD for hosting the meal.

From the Chief ’s Desk

Department Goals & Budget Process• Bureau heads have submitted goals consistent with

Department and Council objectives.• Awaiting City Council approval of FY22 Budget

• Possess POST (Peace Officer Standards & Training)certification for a Class A County within the state ofMissouri at the time of appointment

• A formal written test

• An interview panel which will include Olivette,officers, Olivette resident and one Olivettebusiness owner

• Interview with the Chief of Police

• Interview with the City Manager

• Background investigation to include examinationof any previous disciplinary actions by theMissouri POST Commission

• Computer Voice Stress Analyzer (CVSA)

• Medical examination to include a drug screen

• Physical ability assessment

• Psychological assessment

CURRENT PHASE

Monthly Activity Report 2021

Olivette Police DepartmentCommunity Engagement Office3

Annual Physical Agility Test Officers have begun to take the yearly Physical Agility Test (PAT). The test comprises 200 yard course that includes various obstacles including a simulated ditch, physical fences, stairs, lateral agility and a weighted dummy pull to simulate a downed officer. Half of the Department tested in June and the other half is scheduled to test in July. The PAT is required according to the Department’s General Order (official policies and procedures) “15.6 Physical Performance Assessment”. See the Department’s publicly available policies at: www.powerdms.com/public/OlivetteMO/tree

Hosted Training The Department hosted a latent fingerprint seminar on June 15th. The seminar was taught by Missouri State Highway Patrol and covered the history and science of fingerprints, field techniques for latent print processing, photographing and documenting print evidence, and lab submission. This training was open to surrounding area agencies.

CALEA Accreditation Chief Wolf participated in a virtual Commission on Accreditation for Law Enforcement Agencies (CALEA) Assessment for the Bismark Police Department (North Dakota). The Assessment was conducted June 7-9. Chief Wolf was the team leader for the Assessment team that looked at BPD’s policies and procedures and compared those to the standards set by the Commission. The Olivette Police Department completed its second annual CSM (Client Service Member) review. Each year of the four year CALEA accreditation process, a CSM remotely reviews our policies and related proofs to ensure the Department is in compliance with CALEA standards. At the completion of the CSM’s review, the Department was found to be in compliance with all standards. Congratulations to Sgt. David Berry for managing a successful process!For more information on the accreditation process, visit www.CALEA.org.

Missouri Law Enforcement Torch Run The Central County leg of the annual Missouri Law Enforcement Torch Run benefiting Missouri’s Special Olympics was held on May 27th. Officers Lincoln and Jordan were ready to run Olivette’s route and all Department personnel on duty were ready to provide traffic control. However, severe weather stood in the way of safely participating in the run. We are disappointed about the cancellation of our leg of the run, but the effort was not a complete washout! Local businesses and individuals donated over $1000 to the cause of supporting Missouri’s Special Olympics. Thank you all for your support. We look forward to participating next year, hopefully with clearer skies.

Det. Sgt. Schneider (left) and Lt. Wood (right) ready to provide a safe run for participating runners

Officers Jordan (left) and Lincoln (right) prepared to take the torch, however, severe weather prevented safe participation


IntroductionEach month, the Olivette Police Department releases pertinent information regarding data gathered from internal reporting systems. The various repository systems for recording police interactions, making a call disposition, and official reports for certain types of calls for service are diverse and do not “speak” to each other.

Creating a Monthly Activity Report is an important method in gathering an overall look at month-to-month trends and allow for quick response to outlying data points, allowing this Department to continually seek self-improvement. The Police Department strives to provide first-class service to our community; we will continue to seek collaboration with the community towards this goal.

Overview Previous Month April 2021

Trend Month over Month

Report Month May 2021

Trend YTD Month Avg

Year to Date 2021

Calls for Service 678 0.59% Increase 682 603.6 / month 3,018Original Reports Taken 42 4.76% Increase 44 43.6 / month 218Adult Arrests 17 76.47% Decrease 4 8.75 / month 39Traffic Arrests 6 66.67% Decrease 2 3.4 / month 17Juvenile Custodies 2 50.00% Decrease 1 0.80 / month 4Traffic Accidents (MVC)¤ 4 225% Increase 13 11.8 / month 59

¤Only Motor Vehicle Crashes that generate a police report will be listed in this report. Traffic accidents where no police report is needed and/or not requested will not be included.

Legend: IncreaseDecreaseN/A or 0

To view the published Crime Summary Reports (CSR) for years 2018-present, follow the link below. There, you will also be able to download a formatted Microsoft Excel (.xlsx) file for years 2018-2020. You may view 2021’s CSR as well (a formatted file will be available at year’s end). www.OlivetteMO.com/597

eThe mission of the Olivette Police Department is to maintain a safe City and protect and serve every person with fairness and compassion while embracing Olivette’s diversity and honoring the

Constitutional rights of all individuals.e

Does not assume “good”; only to show trend in color code

Does not assume “bad”; only to show trend in color code

Data results in a “null” value or the data is otherwise not available

Month compared to YTD Monthly Avg Decrease No Change Increase

Monthly & Yearly Data



6053 50

62

47 47 5045 48

39 42 44

0

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40

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80

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400

600

800

Jun Jul Aug Sep Oct Nov Dec Jan Feb March April May

Rolling 12-Month Calls for Service (CFS)Compared to Reports Taken

Calls Received Reports Taken

For a rolling 12-month period, COVID-19 affected total calls for service to be lower than “normal.” A month-to-month comparison of CFS and Reports Taken trends show a slight correlation, however, it is not a rule when Calls Received increase, that Reports Taken increase as well.

2021 Year to Date Data

The current year’s (2021) numbers are intended to show only the overview of the year without much commentary.

The Department’s 2020 Annual Report will break last year’s numbers down more and offer more context to the

visualized data.

The vertical gold line separates data across calendar years where appropriate throughout this document..

60 53 50 62 47 47 50 45 48 39 42 44

22 20 22 1822 24 8 14 11 9 28 14

020406080

100

Jun Jul Aug Sep Oct Nov Dec Jan Feb March April May

Rolling 12-Month Reports Taken Supplement

Original

0

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100

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J J A S O N D J F M A M

Rolling 12-Month Non-Criminal Response Calls for Service (CFS)

Other*

Assist FD

Alarm


Reported vehicle crashes (grey) have been sporadic and no discernible month-to month trend can be established.

Many factors may come into play for a lack of trend including: acclimatisation to increased road traffic after major stay-at-home orders were lifted and weather-related accidents.

Traffic accidents do not follow in trend with other reports (including those of a criminal nature).

Juvenile custodies remain low. Missouri Law Enforcement Agencies still have strict guidelines about taking juveniles into custody for alleged crimes.

Understanding that parents/guardians and juveniles are together at home more, Juveniles have fewer opportunities for deviant behaviors when they are at home with parents/guardians more or in school.

Over the summer months, we expect juvenile custodies may increase slightly.

As we move forward toward a post-COVID environment, we are seeing a natural increase in police enforcement due to more individuals getting back to an active life in the public. Traffic and other arrests have trended upwards since an overall low count in January 2021. With more public contact, non-traffic warrants are also being carried out more frequently when an officer encounters individuals on traffic stops with outstanding court warrants.

Citations and/or court summonses can still be issued at an officer’s discretion rather than arrest in cases where the overall public interest and safety was not at risk for not taking the subject in custody. Other departments are beginning to confirm fugitive warrants, so traffic arrests may continue to trend upwards.

Simplified m

onth-to

-month trends in

comparativ

e line g

raph

s of the sh

ared year-to-date m

etrics. T

he vertical re

d lin

e separates data across ca

lend

ar years.

Missouri Law and JuvenilesIn 2020, Missouri State lawmakers made changes in how juveniles and adults are determined in cases of criminal culpability. The changes to statutory law went into effect in 2021.

Prior to this change, a 17 year old would be considered an adult in criminal matters. Now, every person under the age of 18 is considered a juvenile. This statutory change will conceivably change year-to-year comparison of juvenile custodies.

56%44%

2021 Arrests ComparedTo Traffic Arrests

Other Arrests* Traffic Arrests

0

15

30


27%

73%

2021 Vehicle Crashes Compared to Other Reports

Vehicle Crashes Other Reports

0

40

80


7%

93%

2021 Adult Arrests Compared to Juvenile Custodies

Juvenile Custodies Adult Arrests

0

15

30




The Traffic Stop data presented here is done so without

commentary or analysis. For more information on traffic stop

data and State-required reporting, we direct you to our website.

www.OlivetteMO.com/577

May 2021 Traffic Stop Data Update2021 Calendar Year Traffic Stop data presented in this report is preliminary data. “YTD” encompasses January through May 2021 Traffic Stop data

0

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160

April May

Traffic Stop Violation OutcomesApril 2021 v. May 2021

Other

No Action

Custodial Arrest

Warning

Citation

Total Vehicle StopsApril - 99May - 134

73%

9%

16%2%

2021 Traffic Stop Violations Primary Reason for Stop- YTD

Moving - 342

Equipment - 40

License - 75

Investigative - 8

Total Vehicle Stops - 444

50%

38%

3%9%

2021 Traffic Stop Violations Outcomes - YTD

Tickets - 237

Warnings - 178

Custodial Arrest - 12

No Action Taken - 43

Other - 0

39%

51%

4%5%

2021 Traffic Stop Violations by Driver's Race - YTD

White - 168Black - 218Hispanic/Latino - 3American Indian - 0Asian - 20Other - 21


12%

88%

2021 Traffic Stop ViolationsResident vs Non-Resident- YTD

Resident - 53Non-Resident - 391



May 2021 Crimes Reported By Type

** Includes: Domestic Assault *** Includes: Motor Vehicle Theft, Arson, Fraud, Property Damage, Sex Offenses, DWI, Violation of Motor Vehicle & Driving Laws, Kidnapping, Trespassing, Fugitive, and other crimes not otherwise classified

May 2021 Crime Data

Other *** Offenses By Type

Number of Reports in May

Motor Vehicle Theft 2Major Traffic Violation 6Failure to Supervise 1Sex Crime 2Fugitive 1Property Damage 1Missing Person 2Formal reports are taken in a wide variety of scenarios, and not solely when a crime has been committed or suspected.

Bureau of Criminal Investigation Monthly Reporting

Motor Vehicle TheftsCrime Details:Report 21-0195Tuesday 05/11/2021 0555 hours the victim discovered their vehicle was stolen overnight. An unlocked vehicle with the keys inside was taken from the residence. The vehicle was recovered in St. Louis City on 05/11/2021 at 1107 hours.

Report 21-0207Tuesday 05/18/2021 0801 hours the vehicle theft was believed to have occurred overnight. The victim called back later and advised the vehicle was not stolen. The victim forgot he parked the vehicle on the McDonald’s parking lot.

BurglariesCrime Details:There were no burglary reports for May 2021.

RobberiesThere were no robbery reports for May 2021.

AssaultsCrime Details Report 21-0185Thursday 05/06/2021 1510 hours an employee transporting a mentally ill person was struck in the face multiple times. The employee did not want to prosecute

Report 21-0191Sunday 05/09/2021 1514 hours a teenager was assaulted by his parents. The victim has a history of psychiatric issues. The victim was transported to the hospital for an evaluation.

Monthly Reporting Continues on Next Page

See Below for “Other”

3 00 40 16

Assault**Drug OffensesRobbery

BurglaryLarcenyOther***

0

3

6

9

12

15

Weapons Viol. Assault** Robbery Burglary Drug Offense Larceny MV Theft Traffic Fraud

April 2021 v. May 2021Comparison of Crimes Reported By Type

April May



Strategies to Reduce Crime• Residents,workers,andpeopledoingbusinesswithin

Olivetteareencouragedtomakeahabitofremovingvaluablesfromtheirvehiclesandlockingtheirvehicleswhenparked,evenifparkedforashortperiodoftime.

• Leavingvehiclesrunningandunattendedforanyreasonisanopportunityforthosewhoarelookingtostealamotorvehicle.AnOlivetteCityOrdinanceexistswhichprohibitsleavingavehiclerunningunattended.(Ord. 600 Section 340.230)

Directed Efforts That Reduced Theft• TheDepartment’sincreasedfocusontheftsfrom

specificretaillocationsalongOliveBlvdmaintainedlowinstancesofreportedtheftby:» Increasedvisualpresence-Officersincreased

patrols,bothinpatrolvehiclesontheparkinglotsandofficer“onfoot”insidethebusinesses.

» Analysisofdaysoftheweek&timesofrecenttheftsinfluenceddirectedpatroldecisions.

Assaults (continued) Report 21-0198Wednesday 05/12/2021 1412 hours a person was assaulted while trying to repossess a truck. The victim and suspect did not know each other.

Thefts/LarceniesCrime Details:Report 21-0190Friday 05/07/2021 1534 hours items were reported stolen from a vehicle. The vehicle’s window was broken; taken were a gun, clothes, shoes, bowling ball and duffel bag.

Report 21-0194Monday 05/10/2021 1808 hours a delayed theft was reported. A contractor took a deposit, but did not complete work on the agreed date.

Report 21-0199Thursday 05/13/2021 0757 hours a report of stolen license plates from a commercial vehicle was made.

Report 21-0203Sunday 05/16/2021 1314 hours a theft was reported. A license plate was stolen from a vehicle sometime within the past three weeks. Location of theft is unknown.

Report 21-0212Saturday 05/22/2021 1939 hours customer received a pedicure but left the business without paying.

Report 21-0220Tuesday 05/25/2021 0833 hours an overnight theft was reported. Catalytic converters were taken from commercial vehicles on 05/24/2021.

Report 21-0229Sunday 05/30/2021 1419 hours a delayed theft was reported. Catalytic converters were taken from a personal vehicle between 05/28/2021 and 05/30/2021.

Noted Monthly Analysis:• Catalytic converter thefts are on the rise. It is

recommended that VINs be etched on the converters.

May 2021 - Olivette Police Response 12 Mo. Rolling: 06-01-2020 to 05-31-2021

ECDC Monthly Response Times Summary Report (Priority ALL) YTD: 01-01-2021 to 05-31-2021

OlivetteMonthly

Avg12 Mo Ro

AvgYTD Avg

Average time from call receipt to dispatch -2:34 0:46 0:22Average time from dispatch to initial personnel on scene 1:00 1:49 1:33Total response time from call to personnel on scene 1:34 2:35 1:55

May 2021 Dispatch Response Time


Jurisdiction OLIVETTE Report Type Monthly

Discipline/Priority POLICE/ALL Time: MAY, 2021

* denotes Administrative CallsNature/Situation OLIVETTE

1050-J1 13

1050-J2 3

1050-J3 2

1050-LSA 3

911 HANGUP 2

ABANDONED AUTO 2

* ADMINISTRATIVE/PERSONAL RELIEF 12

ALARM VIOLATIONS 4

ALARM- BURGLAR 25

ALARM- HOLDUP 1

ALARM- PANIC 6

ANIMAL COMPLAINT 5

ANIMAL RUNNING LOOSE 4

ARREST ATTEMPT 1

ASSAULT- REPORT ONLY 3

ASSIST FIRE DEPT 54

ASSIST OTHER AGENCY 2

BANK DETAIL 3

BUILDING CHECK 1

BUSINESS CHECK 80

C & I 4

CALL FOR POLICE 1

* CAR WASH 6

CHECK WELFARE / NOTIFICATION 20

CHILD ABUSE/ENDANGERMENT 1

CONTACT ANOTHER PERSON/AGENCY 34

DESTR PROP - REPORT ONLY 6

DOMESTIC DISTURBANCE 3

DWI 1

FIGHT IN PROGRESS 1

FINGERPRINTS 1

FIREWORKS 2

FLOURISHING OF A WEAPON 1

FOOT PATROL 20

FOUND PROPERTY 5

East Central Dispatch Center7447 Dale AvenueRichmond Heights, MO 63117314-645-3000 ECDC Call For Services By Agency

May2021 Dispatch CFS Log



FRAUD REPORT ONLY 2HARASSMENT 5

ILLEGALLY PARKED AUTO 2

INTOXICATED SUBJECT 2

INVESTIGATION/FOLLOWUP 31

KEEP THE PEACE 7

LARCENY FROM AN AUTO 2

LARCENY IN PROGRESS 1

LARCENY JUST OCCURRED 2

LARCENY REPORT ONLY 1

LOCKOUT- RESIDENTIAL 1

LOST/STOLEN PLATE/TAB 4

MAIL RUN 2

MENTAL PATIENT (OBS) 4

MISC 7

MISSING PERSON 3

MOTOR VEHICLE THEFT 2

MOTORIST ASSIST 13

MUSIC / LOUD PARTY 3

OPEN/DOOR WINDOW 1

ORDINANCE VIOLATION 2

PEACE DISTURBANCE 4

POLICE COMMUNITY RELATIONS 3

PROPERTY RELEASE 2

RECOVERED STOLEN VEHICLE 1

SCHOOL FOOT PATROL 3

SEX OFFENSE 1

STATION ASSIGNMENT 16

SUICIDE-ATTEMPT/OTHER 2

SUSPICIOUS ACTIVITY 30

TELEPHONE MESSAGE 23

TOW RELEASE 3

TOWED AUTO 1

TRAFFIC CONTROL/DETAIL 6

TRAFFIC HAZARD 4

TRAFFIC STOP 144

TRAINING 1

TRESPASSING 1

VACATION CHECK 5

VACATION CHECK/CLOSE WATCH 8

VEHICLE CHECK 6

VEHICLE MAINTENANCE 6

WEAPON VIOLATION 1

TOTAL 700Administrative Calls Removed -18

MAY, 2021 TOTALS 682

% of Totals 100.0%

Hose testing is performed on all hoses once per year. This is very labor

intensive. The hose is unloaded from a truck, tested then reloaded on the truck. The yellow hoses in the picture are 100

feet long and weigh over 100 pounds dry.

Olivette Firefighters trained with the ground monitor. This device can flow over 500 gallons per minute to extinguish large fires.

Half of our firefighters participated in an Advanced Stroke Life Support class led by Captain Jim Rujawitz. All of our paramedics are required to be certified in ASLS to renew their licenses. Classes are held once per year for this 2-year certification.

The Chief of Kinlock Fire Protection District presented Chief Carman with a plaque to thank Olivette for loaning the fire district equipment while their equipment was out of service.

Structure fires

May 31 - Residential structure fire 1400 block of Zimmerman Place

2020 YTD EMS = 70% 2021 YTD EMS = 73%

Ave. calls per month 2020 = 96.5 Ave. calls per month 2021 = 97.6

Jan. 21 Feb. 21 Mar. 21 Apr. 21 May '21 2021 2020(10) Fire Other 1(11) Structure Fire 2 4 3 4 1 14 17(13) Vehicle Fire 0 5(14) Natural Vegetation Fire 2 2 3(15) Outside rubbish fire 0 2(25) Excessive Heat 1(30) Rescue, emergency medical call (EMS), other 5 2 5 2 14 17(31) Medical Assist 1 1(32) Emergency medical service (EMS) incident 57 66 72 81 64 340 313(33) Lock-in 1 1 1(35) Extrication, rescue 0 2(40) Flammable gas or liquid condition, other 0 1 1(41) Combustible/flammable spills & leaks 1 1 3 1 1 7 5(42) Chemical release, reaction, or toxic condition 0 1 1 2 4 2(44) Electrical wiring/equipment problem 3 2 1 1 7 5(47) Explosive (bomb removal) 1 1(50) Service call, other 1 0 1 1(51) Person in Distress 1 3 4 5(52) Water problem 0 2 2(53) Smoke, odor problem 1 1 3(54) Animal Problem 0 1(55) Public service assistance 0 2 3 1 1 7 2(56) Unauthorized burning 1 0 1(57) Move up 0 1(60) Good intent call, other 0 1 1 2 4(61) Dispatched and canceled en route 4 14 9 7 8 42 37(62) Wrong location, no emergency found 1 0 1 3(65) Steam, other gas mistaken for smoke 3 1 1 1 3 9 9(70) False alarm and false call, other 1 0 1 1 1 4 2(73) System or detector malfunction 1 2 1 1 5 12(74) Unintentional system/detector operation (no f 2 6 1 4 4 17 16(90) Other 1total 82 105 102 110 89 488 471

Medical calls by month

0102030405060708090

100

Jan'20

Feb'20

Mar'20

Apr'20

May'20

Jun'20

Jul'20

Aug'20

Sep'20

Oct'20

Nov'20

Dec'20

Out of Town 20 7 9 10 3 3 5 4 4 4 6 7 9Elmwood 20 14 12 5 9 13 12 11 8 4 9 11 10Olivette 20 57 47 49 44 49 54 57 43 40 57 52 65

2020Olivette 20 Elmwood 20 Out of Town 20

Percentage Transported to a Hospital

2019 62% 2020 64% 2021 62%

Average EMS revenue

2019 = $16,781.53

2020 = $16,695.04

2021 = $18,751.10

January February March April May June July August September October November December Total2019 $17,937.54 $12,474.99 $15,472.78 $19,196.57 $19,673.99 $14,323.57 $12,834.39 $15,604.27 $14,612.40 $26,552.27 $16,216.03 $16,479.50 $201,378.302020 $16,601.42 $13,443.94 $22,223.88 $19,433.39 $10,965.37 $15,521.16 $21,806.17 $17,815.32 $14,749.63 $12,660.64 $14,612.07 $20,507.45 $200,340.442021 $16,636.60 $16,000.51 $19,085.96 $21,798.89 $20,233.52 $93,755.48

CITY COUNCIL AGENDA SUBMISSION June 22, 2021

Agenda Item: Financial Reports for the period ending 5/31/2021 Description: Financial reports for the period July 1, 2020 through May 31, 2021. Detail presented expectations to December for the operational funds in portrait layout: General Fund, Capital Improvement Fund, and Stormwater/Parks Fund. Non-Operational Funds presented landscape format comparing year to date expectations for full year. Recommended Action: No action necessary – monthly financial report Attachments: Monthly Financial Report –May 2021 Funding Request: None Submitted by: Darren Mann, CPA

DEPARTMENT HEAD

-1-

Memorandum

To: City Council

From: Darren Mann, Finance Director

Subject: May Financial Report

Date: June 17, 2021

May 2021 Monthly Finance Report

Overall: General Fund revenues gained ground this month on continued solid sales tax remittances and accelerated business license returns and ended the month $61,009 below expectations. Expenditures also ended the month below expectations by $307,307 for a net favorable variance of $249,749. Overall, revenue remains stable across all categories and funds. Expenditures also remain within expectations considering pandemic related operational limitations. Reserve policy analysis shows strong compliance.

May 2021 – Dashboard (unaudited figures) (1a)

Fund Sales TaxProperty

TaxTotal

Revenue % of

Budget

General Fund $2,594,051 $1,733,045 $7,127,764 90.82%

Capital Improvement $386,478 $238,496 $625,221 87.57%

Stormwater/Parks $454,679 NA $454,679 90.21%

Fire Operations $227,340 NA $227,340 90.27%

Debt Service & Construction NA $1,391,989 $1,391,989 87.08%

Pension NA $531,995 $531,995 85.81%

Public Safety $362,985 NA $362,985 102.31%

-2-

May 2021 – Reserve Policy Analysis(1)

ABOVE ZERO? YES: IN COMPLIANCE

Revenue: Sales tax collections remain strong after the dip in January and February. With the increased collections, the sales tax category once again remains on a trajectory to end the year above expectations and prop up shortfalls in almost all other categories. This is even despite a large refund in the use tax line item.

Property Taxes remain under expectations on elevated protests in the current real estate line and will likely stay there until protests are reported in June.

Utility Tax collections have slid further behind expectations on lower electrical and natural gas collections.

The remaining categories continue to report mixed results with parks and rec and court revenues notably struggling the most due to pandemic related restrictions. Those revenues are also offset with lower costs. Business license forms are due later this year and budgets were reflected to expect receiving them in June at the due date, but some are paying with the form or on the normal schedule resulting in a positive variance for the Licenses category. Medical Transport is now showing a negative variance due to slower than expected GEMT reimbursement.

Overall, in the General Fund and beyond, revenue and expenditures are right within expectations as the budgeting for the future fiscal year 2022 is nearing completion.

Expenditures: Despite the large positive variance in expenditures they overall remain in expectations. No department or category can be pointed to for the cause of the variances with the exception to this is with Community Center and Recreation Department expenditures that now account for $204,000 of the positive variance.

-3-

$68,642.00

$176,862.00

$‐

$50,000.00

$100,000.00

$150,000.00

$200,000.00

2014 2015 2016 2017 2018 2019 2020 2021

Municipal Property Expenditures ex‐Personnel 2014‐2021

May 2021 – Charts of the Month

-4-

General Fund Revenue Focus(2):

-Revenues by type with most significant contributors on top. Expenses by Classification

City of Olivette, Missouri

Budget vs. Actual Council Report Jul 2020 to May 2021

-5-

General Fund Expenditure Focus(3):

-Revenues fully condensed. Expenses by Dept and custom sorted



-6-

Capital Improvement Fund Revenue and Expenditure Detail Focus(5):



-7-

Capital Improvement Fund Revenue and Expenditure Detail Focus (continued):

FY21 Approved Capital Expenditures (as amended):

CIP FY21

Dept Account Page Amt

FireFire Engine (Pumper) 8300 CIP‐03 780,000$

Structural Firefighting Gear 8275 CIP‐06 20,400

Self Contained Breathing Apparatus 8275 CIP‐08 16,000

High Pressure Lifting Bags 8275 CIP‐11 6,500

Ball istic Armor 8275 CIP‐12 5,000

Firehouse Stove 8275 CIP‐13 8,000

PolicePatrol Vehicles 8285 CIP‐14 85,000

Patrol Vehicle Laptops 8275 CIP‐19 27,000

Video Surveilance System 8275 CIP‐20 20,000

Public WorksDielman Rd North 8220 CIP‐23 200,000

Street Repair 8220 CIP‐29 100,000

Salt Enclosure 8205 CIP‐30 110,000

-8-

Stormwater/Parks Fund Revenue and Expenditure Detail Focus (6):



-9-

Remainder of Page Intentionally Blank

-10-

Non-Operational Funds Revenue and Expenditure Detail Focus:


Budget vs. Actual Council YTD May 2021 Fire Operations Fund (7c)

Budget vs. Actual Council YTD May 2021 Grants Fund (7b)

-11-


Budget vs. Actual Council YTD May 2021 Public Safety Fund (7a)

Budget vs. Actual Council YTD May 2021 Debt Service and Construction Fund (8c)

-12-


Budget vs. Actual Council YTD May 2021 Pension Fund (8a)

Budget vs. Actual Council YTD May 2021 Sewer Lateral Fund (8b)

-13-


Budget vs. Actual Council YTD May 2021 Dielman NID Fund (9a)

Budget vs. Actual Council YTD May 2021 North Price NID Fund (9c)

Budget vs. Actual Council YTD May 2021 Gateway TIF Fund (9b)

FINANCIAL ROW APPROVED BUDGET YTD ACTUAL

Revenue

Property Taxes 94,000 93,984

Total - Revenue $94,000 $93,984

Expense

8505 - Bond Principal Payments (55,000) (55,000)

8510 - Bond Interest Payments (35,600) (34,913)

8515 - Fiscal Agent Fees (1,900) (318)

Total - Expense ($92,500) ($90,231)

FY21 Excess/(Deficit) $1,500 $3,753


Budget vs. Actual Council Report Jul 2020 to May 2021 Detail

14

ACCOUNT BUDGET AMOUNT YTD AMOUNT VARIANCE +/(-)

Revenue

Sales Tax 4405 - Gasoline Tax 172,337 181,017 8,680

4410 - Cigarette Tax 18,337 19,218 881

4415 - Sales Tax 1,804,440 2,096,208 291,768

4425 - Local Option Use Tax 252,087 183,884 (68,203)

4440 - State Veh Fee & Tax Increases 90,750 113,724 22,974

Total - Sales Tax $2,337,951 $2,594,051 $256,100

Property Taxes 4105 - Real Estate Tax-Current 1,530,000 1,286,236 (243,764)

4110 - Real Estate Tax-Prior 9,163 15,726 6,563

4115 - Personal Property Tax-Current 240,000 256,920 16,920

4120 - Personal Property Tax-Prior 9,163 15,042 5,879

4125 - Utility Tax-State Assessed 40,000 47,209 7,209

4130 - Tax Penalties & Interest 0 24 24

4135 - Elmwood Fire District 110,000 111,688 1,688

4136 - NID Assessments 0 199 199

Total - Property Taxes $1,938,326 $1,733,045 ($205,281)

Utility Taxes 4205 - Ameren UE 811,922 781,727 (30,195)

4210 - Spire 355,339 323,618 (31,721)

4225 - County Water 178,750 192,040 13,290

4230 - Landline Gross Receipts 151,250 234,170 82,920

4235 - Franchise Fee-Cable TV 100,000 93,578 (6,422)

4240 - Cell Phone Gross Receipts 210,837 105,972 (104,865)

Total - Utility Taxes $1,808,098 $1,731,104 ($76,994)

Parks & Recreation 4805 - CC Room Rentals 22,913 14,000 (8,913)

4810 - CC Vending Machines 1,375 0 (1,375)

4815 - Youth Soccer 25,000 1,034 (23,966)

4820 - Youth Basketball 12,500 0 (12,500)

4825 - Youth Baseball 14,208 0 (14,208)

4850 - Day Camp 64,163 44,159 (20,004)

4855 - Programs 45,837 26,491 (19,346)

4860 - Event Fundraising 9,163 584 (8,579)

4865 - Turkey Trot 40,000 22,053 (17,948)

4866 - Turkey Trot Expenditures (40,000) (22,053) 17,948

4875 - Rent-City Parks 11,462 13,080 1,618

Total - Parks & Recreation $206,621 $99,348 ($107,273)

Court



15

ACCOUNT BUDGET AMOUNT YTD AMOUNT VARIANCE +/(-)

4710 - Court Fines 114,988 74,544 (40,445)

4720 - Court Bonds Forfeited 6,743 0 (6,743)

4730 - Court Costs 11,895 7,704 (4,191)

4740 - Court-Crime Victim Fund 0 238 238

4760 - Local Police Training Fees 1,186 1,284 98

4770 - Biometrics System 1,186 1,290 104

Total - Court $135,998 $85,059 ($50,939)

Medical Transport Fees 4635 - Medical Transport Fees 204,750 189,484 (15,266)

Total - Medical Transport Fees $204,750 $189,484 ($15,266)

Licenses 4305 - Financial Institutions Tax 8,000 3,231 (4,769)

4310 - Automobile Fees 36,663 39,796 3,133

4315 - Merchants & Mfg Licenses 0 98,673 98,673

4320 - Service Licenses 0 18,162 18,162

4325 - Liquor Licenses 6,500 2,330 (4,170)

4330 - Animal Licenses 500 613 113

Total - Licenses $51,663 $162,805 $111,142

Permits 4000 - Revenue 0 550 550

4505 - Residential Building Permits 53,294 76,251 22,957

4506 - Commercial Building Permit 50,786 29,178 (21,608)

4507 - Inspections 41,020 21,277 (19,743)

4515 - Street Opening Permits 650 490 (160)

4525 - Residential Inspections 20,350 23,650 3,300

4530 - Residential Occupancy Permits 900 770 (130)

4535 - Business Inspections 2,575 3,405 830

4540 - Business Occupancy Permits 1,105 815 (290)

4545 - Garage Sale Permits 10 95 85

4550 - Demolition Permits 1,800 3,989 2,189

4560 - Residential rental permits 3,339 8,010 4,671

4570 - Subdivision Fees 3,500 850 (2,650)

4575 - Stormwater Permit 0 3,350 3,350

4580 - Zoning Fees 7,700 9,750 2,050

Total - Permits $187,029 $182,430 ($4,599)



16

Other Income 4910 - Miscellaneous Income 101,500 141,522 40,022

4915 - Snow Removal 35,000 24,127 (10,873)

Total - Other Income $136,500 $165,648 $29,148

Investment Income 4905 - Investment Income 50,700 53,653 2,953

Total - Investment Income $50,700 $53,653 $2,953

Total Revenue $7,057,636 $6,996,627 ($61,009)



17

Expense

Police Department 5105 - Salaries (1,630,152) (1,607,630) 22,522

5110 - Holiday Pay (13,750) (10,575) 3,175

5125 - Overtime (27,500) (33,364) (5,864)

5130 - Court Appearance (4,587) 0 4,587

5135 - FICA (128,062) (120,391) 7,671

5220 - Clothing Allowance (14,663) (8,419) 6,244

5230 - Travel & Training (14,124) (11,733) 2,391

5240 - Workmens Comp (74,200) (73,989) 211

5245 - Group Health & Liability (217,338) (256,035) (38,697)

5255 - Life & Long Term Disability (10,087) (14,363) (4,276)

5270 - Medical Expenses (3,971) (209) 3,762

5275 - Association Dues (5,390) (5,320) 70

5355 - Misc. Professional Services (4,004) (5,011) (1,007)

5420 - Equipment Repair (1,287) 0 1,287

5425 - Copier Expenses (3,025) (3,254) (229)

5430 - Computer Repairs & Maint. (50,193) (54,343) (4,150)

5435 - Auto Repair (9,163) (8,851) 312

5455 - Radio Repair (341) 0 341

5515 - Software Support & Maintenance (11,066) (5,299) 5,767

5520 - Regis Com & Cont (36,245) (35,879) 366

6105 - Postage (143) (12) 131

6110 - Notices & Advertising 0 (520) (520)

6115 - Printing (957) (982) (25)

6135 - Telephone (12,925) (7,934) 4,991

6260 - Contracted Programs (105,000) (105,021) (21)

6270 - Prisoner Housing Contract (2,079) (1,166) 913

6280 - Car Wash (1,089) 0 1,089

6285 - Misc.Contract Serv. (264) (290) (26)

7005 - Office Supplies (2,596) (1,198) 1,398

7055 - Institutional Supplies (6,578) (2,995) 3,583

7070 - Police Supplies (9,779) (8,163) 1,616

7085 - Signage (66) (35) 31

7090 - Gas & Oil (16,038) (14,282) 1,756

7100 - Ammunition (6,523) (1,186) 5,337

7110 - Uniform Accessories (4,257) (3,862) 396

Total - Police Department ($2,427,442) ($2,402,310) $25,132



18

Fire Department 5105 - Salaries (1,596,923) (1,532,375) 64,548

5110 - Holiday Pay (17,000) (18,606) (1,606)

5125 - Overtime (48,587) (100,478) (51,891)

5135 - FICA (126,038) (121,079) 4,959

5220 - Clothing Allowance (12,650) (11,879) 771

5230 - Travel & Training (19,437) (17,718) 1,719

5240 - Workmens Comp (167,500) (167,117) 383


5255 - Life & Long Term Disability (10,087) (13,564) (3,477)

5270 - Medical Expenses (6,000) (8,918) (2,918)


5355 - Misc. Professional Services (1,650) (1,604) 46

5405 - Bldg. Repair & Maintenance (2,288) (1,872) 416

5420 - Equipment Repair (15,400) (11,750) 3,650

5425 - Copier Expenses (550) (937) (387)

5430 - Computer Repairs & Maint. (19,074) (17,801) 1,273

5435 - Auto Repair (1,463) (1,162) 301

5440 - Truck Repair (19,000) (10,849) 8,151

5455 - Radio Repair (1,221) (113) 1,108

5515 - Software Support & Maintenance (6,853) (8,876) (2,023)

5520 - Regis Com & Cont (594) (630) (36)

6105 - Postage (88) 0 88

6110 - Notices & Advertising (462) 0 462

6115 - Printing (462) (39) 423

6135 - Telephone (8,932) (10,248) (1,316)

6260 - Contracted Programs (55,000) (54,102) 898

6275 - Reception (275) (50) 225

6280 - Car Wash (363) 0 363

6285 - Misc.Contract Serv. (13,959) (14,213) (254)

6310 - Rental, Linen/Equipment (550) (138) 412

6425 - Awards & Gifts (693) (150) 543

7005 - Office Supplies (1,188) (434) 754

7010 - Maps & Publications (143) 0 143

7015 - Books/Publications` (6,138) (1,570) 4,568

7020 - Building Maintenance Supplies (187) (551) (364)

7055 - Institutional Supplies (462) (198) 264

7090 - Gas & Oil (7,337) (4,605) 2,732

7105 - Fire Fighting Supplies (11,968) (7,747) 4,221

7125 - Medical Supplies (16,225) (16,490) (265)

7150 - Miscellaneous Commodities (1,375) (1,500) (125)

Total - Fire Department ($2,419,915) ($2,412,083) $7,832

Community Center 5105 - Salaries (77,542) (49,409) 28,133

5115 - Extra Help (7,337) (89) 7,248

5125 - Overtime (1,837) (33) 1,804



19

5135 - FICA (6,050) (3,782) 2,268

5220 - Clothing Allowance (187) 0 187

5230 - Travel & Training (319) (54) 265

5240 - Workmens Comp (1,837) (2,296) (459)

5245 - Group Health & Liability 0 (549) (549)

5255 - Life & Long Term Disability (913) (178) 735

5270 - Medical Expenses (143) 0 143

5405 - Bldg. Repair & Maintenance (8,481) (2,630) 5,851

5420 - Equipment Repair (913) 0 913

5425 - Copier Expenses (1,837) (1,776) 61


6105 - Postage (143) 0 143

6120 - Electricity (16,500) (12,469) 4,031

6125 - Natural Gas (7,337) (5,789) 1,548

6130 - Water (1,837) (1,960) (123)

6135 - Telephone (2,387) (2,224) 163

6140 - Sewer (1,738) (1,930) (192)

6285 - Misc.Contract Serv. (18,568) (16,159) 2,409

6310 - Rental, Linen/Equipment (737) (17) 721

7005 - Office Supplies (275) (26) 249

7020 - Building Maintenance Supplies (4,587) (2,832) 1,755

7045 - Painting Supplies (737) 0 737

7050 - Hard. & Small Tools (506) (31) 475

7055 - Institutional Supplies (1,793) (465) 1,328

7110 - Uniform Accessories (143) 0 143

Total - Community Center ($171,009) ($109,238) $61,771

Recreation 5105 - Salaries (179,077) (169,767) 9,310

5115 - Extra Help (62,733) (29,611) 33,122

5125 - Overtime (1,837) (1,098) 739

5135 - FICA (18,700) (14,602) 4,098

5220 - Clothing Allowance (187) (135) 52

5230 - Travel & Training (4,433) (22) 4,411

5240 - Workmens Comp (8,200) (9,441) (1,241)

5245 - Group Health & Liability (33,462) (31,909) 1,553

5255 - Life & Long Term Disability (913) (1,508) (595)

5270 - Medical Expenses (275) 0 275

5275 - Association Dues (1,320) 0 1,320

5355 - Misc. Professional Services (3,212) 0 3,212

5425 - Copier Expenses (3,080) (1,428) 1,652



6105 - Postage (5,170) (596) 4,574

6110 - Notices & Advertising (231) (163) 68

6115 - Printing (9,119) (1,357) 7,762

6135 - Telephone (1,738) (1,823) (85)

6260 - Contracted Programs (41,514) (5,870) 35,644



20

6265 - CARE Report - Youth Ath/Camps (9,977) (10,949) (972)

6285 - Misc.Contract Serv. (2,750) 0 2,750

6290 - Administrative Bank Charges 0 (3,833) (3,833)

6405 - Contracts-Adult Prog/Athl/Tour (4,587) 0 4,587

6410 - Contracts - Special Events (13,035) (4,217) 8,818

6415 - Equipment - Youth Athl/Camps (2,000) (200) 1,800

6420 - Equip - Adult Prog/Athl/Tourn 0 (224) (224)

6425 - Awards & Gifts (231) 0 231

6430 - Supplemental Rent (4,400) 0 4,400

6435 - Recreation Summer Program (10,000) (2,850) 7,150

6440 - Grounds Maintenance Supplies (1,551) 0 1,551

7005 - Office Supplies (1,485) (1,213) 272

7020 - Building Maintenance Supplies 0 154 154

7060 - Supplies - Special Events (4,257) (545) 3,712

7065 - Supplies - Youth Prog/Day Camp (9,163) (3,157) 6,006

7110 - Uniform Accessories (7,260) 0 7,260

7115 - Shirts - Youth Prog/Day Camps (200) (935) (735)

Total - Recreation ($458,351) ($316,437) $141,914

Administrative 5105 - Salaries (140,304) (138,653) 1,651

5135 - FICA (10,450) (8,768) 1,682

5210 - Employee Allowances (3,850) (4,200) (350)

5230 - Travel & Training (2,486) (388) 2,098

5240 - Workmens Comp (400) (510) (110)



5275 - Association Dues (1,463) (1,475) (12)

5355 - Misc. Professional Services (286) 0 286

5425 - Copier Expenses (462) (414) 48

5430 - Computer Repairs & Maint. (3,344) (2,389) 955

6135 - Telephone (1,650) (1,024) 626

6275 - Reception (1,925) (3,150) (1,225)

6425 - Awards & Gifts (275) (23) 252

7005 - Office Supplies (308) (41) 267

7015 - Books/Publications` (451) (665) (214)

7090 - Gas & Oil (638) (139) 499

Total - Administrative ($179,193) ($174,918) $4,275

Redevelopment 6130 - Water 0 (78) (78)

6140 - Sewer 0 (250) (250)

Total - Redevelopment $0 ($328) ($328)

Legislative 5105 - Salaries (71,077) (66,141) 4,936

5135 - FICA (5,412) (4,968) 444

5230 - Travel & Training (4,125) 0 4,125

5240 - Workmens Comp (400) (510) (110)



21

5245 - Group Health & Liability (5,500) (5,638) (138)




5425 - Copier Expenses (913) (919) (6)

5430 - Computer Repairs & Maint. (12,386) (11,560) 826

6110 - Notices & Advertising (150) (28) 122

6115 - Printing (1,694) (265) 1,429

6135 - Telephone (825) (1,183) (358)

6275 - Reception (3,487) (651) 2,836

6425 - Awards & Gifts (4,356) (158) 4,199

7005 - Office Supplies (1,287) (1,154) 133

Total - Legislative ($118,817) ($98,923) $19,894

Communications 5335 - Public Relations/Publicity Ser (946) (127) 820

5340 - Codification of Ordinance (4,301) (2,413) 1,888


5510 - Web Site Design/Maintenance (5,665) (3,570) 2,095


6105 - Postage (4,587) (3,834) 753

6115 - Printing (9,163) (5,722) 3,441

7005 - Office Supplies (638) (19) 619

Total - Communications ($33,451) ($29,663) $3,788

Elections 6285 - Misc.Contract Serv. (5,500) (4,837) 663

Total - Elections ($5,500) ($4,837) $663

Court 5105 - Salaries (52,619) (52,257) 362

5135 - FICA (4,763) (3,687) 1,076

5230 - Travel & Training (1,265) 0 1,265

5240 - Workmens Comp (363) (637) (274)



5275 - Association Dues (187) (100) 87

5325 - Municipal Court Legal Services (22,913) (19,000) 3,913


5425 - Copier Expenses (737) (267) 470


5520 - Regis Com & Cont (7,150) (6,397) 753

6115 - Printing (462) (352) 110

6135 - Telephone (1,463) (1,441) 22

6270 - Prisoner Housing Contract (825) 0 825

7005 - Office Supplies (363) (155) 208

Total - Court ($107,432) ($100,100) $7,332



22

Legal 5320 - Legal Services (38,500) (41,448) (2,948)

5325 - Municipal Court Legal Services (16,500) (9,735) 6,766

5520 - Regis Com & Cont 0 (74) (74)

Total - Legal ($55,000) ($51,256) $3,745

Finance 5105 - Salaries (196,619) (198,911) (2,292)

5135 - FICA (14,850) (14,271) 579

5215 - Payroll Services (15,950) (16,374) (424)

5230 - Travel & Training (1,518) (577) 941

5240 - Workmens Comp (800) (893) (93)


5255 - Life & Long Term Disability (1,837) (1,196) 641

5275 - Association Dues (1,890) (2,293) (403)

5310 - Audit (20,000) (20,850) (850)

5425 - Copier Expenses (1,012) (1,124) (112)



6105 - Postage (3,500) (4,380) (880)

6115 - Printing (250) (611) (361)

6135 - Telephone (4,675) (5,223) (548)

6290 - Administrative Bank Charges (9,350) (866) 8,484

6295 - Admin. Cty Coll PP/Auto (30,000) (22,091) 7,909

7005 - Office Supplies (1,837) (1,017) 820

Total - Finance ($361,705) ($359,858) $1,847

Insurance 5245 - Group Health & Liability 0 (112) (112)

6205 - General, Police, and Auto Liability (90,000) (78,142) 11,858

6210 - Public Officials Liability (14,000) (18,503) (4,503)

6215 - Fiduciary Ins (3,000) (4,614) (1,614)

6220 - Blanket Liability Policy (56,000) (54,193) 1,807

Total - Insurance ($163,000) ($155,564) $7,436

Planning &Community Development 5105 - Salaries (294,458) (284,232) 10,226

5125 - Overtime 0 (901) (901)

5135 - FICA (22,462) (21,581) 881

5220 - Clothing Allowance (1,200) (825) 375

5230 - Travel & Training (7,018) (2,334) 4,684

5240 - Workmens Comp (11,400) (13,141) (1,741)


5255 - Life & Long Term Disability (2,750) (3,235) (485)

5270 - Medical Expenses 0 (100) (100)


5305 - Professional Services (30,000) 0 30,000

5315 - Architectural & Engineer Svc (13,981) (12,123) 1,859



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5425 - Copier Expenses (1,837) (1,931) (94)


5435 - Auto Repair (550) (50) 500


5520 - Regis Com & Cont (1,837) (5,500) (3,663)

6110 - Notices & Advertising (693) (843) (150)

6115 - Printing (2,101) (976) 1,125

6135 - Telephone (7,095) (3,824) 3,271

6280 - Car Wash (198) 0 198

6285 - Misc.Contract Serv. 0 (782) (782)

7005 - Office Supplies (913) (1,371) (458)

7010 - Maps & Publications (341) (262) 79

7015 - Books/Publications` (737) 0 737

7050 - Hard. & Small Tools (275) 0 275

7090 - Gas & Oil (2,750) (1,379) 1,371

7095 - Auto Accessories (968) (1,686) (718)

Total - Planning &Community Development ($491,946) ($449,327) $42,619

Municipal Property 5105 - Salaries (86,771) (87,499) (728)

5135 - FICA (6,600) (6,286) 314

5220 - Clothing Allowance (594) (893) (299)

5240 - Workmens Comp (2,600) (2,933) (333)



5405 - Bldg. Repair & Maintenance (61,116) (93,051) (31,935)

5430 - Computer Repairs & Maint. (2,288) 0 2,288

5450 - Misc. Repair & Maintenance 0 (115) (115)

6120 - Electricity (46,750) (45,396) 1,354

6125 - Natural Gas (7,568) (6,127) 1,441

6130 - Water (5,137) (4,912) 225

6135 - Telephone (550) 0 550

6140 - Sewer (5,137) (3,922) 1,215

6285 - Misc.Contract Serv. (2,750) (1,857) 893

7020 - Building Maintenance Supplies (8,437) (6,800) 1,637

Total - Municipal Property ($257,011) ($284,190) ($27,179)

Refuse Collection 6235 - Refuse Collect. Cont. (291,500) (288,914) 2,586

6305 - Leaf collection (92,000) (88,025) 3,975

Total - Refuse Collection ($383,500) ($376,939) $6,561

Total - Expense ($7,633,272) ($7,325,971) $307,301



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Transfers and Other Financing

Transfers 9004 - Transfer from Gateway TIF Fund ($7,500) ($7,957) ($457)

9005 - Trans from sewer lateral fund ($4,000) ($4,000) $0

9007 - Transfer-Park Fund ($45,000) ($45,000) $0

9008 - Transfer fr Public Safety Fund ($21,690) ($21,690) $0

Transfers and Other FInancing $78,190 $78,647 $457

FY21 Excess/(Deficit) ($497,446) ($250,697) $246,749

FY20 Fund Balance (Audited) $7,498,900 $7,498,900 $0

FY21 Fund Balance (Unaudited) $7,001,454 $7,248,203 $246,749

CITY COUNCIL AGENDA SUBMISSION

Agenda Item: Hearing from Citizens Description: Olivette citizens and businesses express concerns, discuss issues, and make requests of the City Council’s assistance in getting matters resolved. The Mayor and City Council would like to remind the audience of the following:

1. The purpose is to hear your concerns, issues, and questions. 2. Cards submitted after the beginning of 1st “Hearing from Citizens” will not be

called until the 2nd “Hearing from Citizens”. 3. The Chair has discretion to allow individuals to speak without previously

submitting a card; however, those individuals will also need to complete a card.

4. Personal attacks of Council Member, Staff, and/or individuals are not permissible.

5. Any question should be directed to the Chair and only the Chair. 6. Questions concerning agenda items may be addressed by Council or staff at

the time the agenda item is discussed. 7. Questions that are not pertaining to agenda items may receive an answer by

the method of your choice; indicated at the bottom of the submittal cards. 8. Profanity is not allowed. 9. Campaigning and electioneering are not permitted.

“Hearing from Citizens” is not intended to be an open discussion. It is intended to provide an opportunity for citizens to be heard at official meetings. When called, please step to the podium; state your name and your address before addressing your subject matter. Each person has up to three (3) minutes to speak. Should your time elapse, you are welcome to continue at the second hearing from citizen's session again, for up to 3 minutes.

CITY COUNCIL AGENDA SUBMISSIONJune 22, 2021

Agenda Item:RESOLUTION 2021-207 A RESOLUTION EXECUTING A COLLECTIVE BARGAINING AGREEMENT BETWEEN THE CITY OF OLIVETTE MISSOURIAND THE OLIVETTE FIRE DEPARTMENT SHOP, LOCAL 2665, INTERANTIONAL ASSOCIATION OF FIREFIGHTERS.

Description:The Council is asked to approve the draft Collective Bargaining Agreement between the City and the Olivette Fire Department Shop, Local 2665. This three-year agreement replaces an agreement that expires June 30, 2021.

Recommended Action:MOTION TO APPROVE RESOLUTION 2021-207 A RESOLUTION EXECUTING A COLLECTIVE BARGAINING AGREEMENT BETWEEN THE CITY OF OLIVETTE MISSOURI AND THE OLIVETTE FIRE DEPARTMENT SHOP, LOCAL 2665, INTERANTIONAL ASSOCIATION OF FIREFIGHTERS.

Attachments:1. Resolution 2021-207

Funding Request:

Submitted by:

Barbara SondagCITY MANAGER

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RESOLUTION 2021-207

A RESOLUTION EXECUTING A COLLECTIVE BARGAINING AGREEMENTBETWEEN THE CITY OF OLIVETTE MISSOURI AND THE OLIVETTE FIREDEPARTMENT SHOP, LOCAL 2665, INTERANTIONAL ASSOCIATION OF

FIREFIGHTERS.

WHEREAS, the City of Olivette has engaged in good faith labor negotiations with the Olivette Fire Department Shop, Local 2665, International Association of Firefighters; and

WHEREAS, after four months of good faith negotiations the Parties came to tentative agreements on all items being negotiated; and

WHEREAS, the Olivette Fire Department Shop membership ratified the tentative agreement on June 6, 2021; and

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF OLIVETTE, MISSOURI, AS FOLLOWS:

Section 1.The Council of the City of Olivette hereby approves the terms and conditions ofsuch agreement in substantial conformity with the attached Exhibit A.

Section 2.The Mayor is authorized to execute and enter into the contract on behalf of the City with Olivette Fire Department Shop, Local 2665, International Association of Firefighters, which contract shall be in substantial conformity with said exhibit.

Section 4.This resolution shall be in full force and effect from and after its passage.

PASSSED THIS 22nd DAY OF June, 2021

Mayor Sidney Clark

ATTEST:

Denise MandleActing City Clerk

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Exhibit A

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COLLECTIVE BARGAININGAGREEMENT

BETWEEN:

THE CITY OF OLIVETTE, MISSOURI

AND

THE OLIVETTE FIRE DEPARTMENTSHOP,

I.A.F.F. LOCAL 2665

EFFECTIVE DATE:

July 1, 2021

To

June 30, 2024

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ARTICLE NAME PagePREAMBLE 31 LABOR AND MANAGEMENT RELATIONS

1.01 Recognition 31.02 Discrimination 31.03 Union Business 41.04 Payroll Deduction of Union Dues 41.05 Bulletin Boards 41.06 Joint Labor Management Committee 51.07 Union Representation 51.08 Display of Union Insignia 61.09 Management Rights 71.10. Appendices and Amendments 7

2 WORKING CONDITIONS2.01 Employee Handbook 82.02 Hours of Duty 82.03 Personnel Reduction 92.04 Seniority Assignment, Personnel Transfers 92.05 Grievance Procedure 102.06 Shift Exchange 112.07 Weather Rules 112.08 Health and Wellness 122.09 Overtime 122.10. Training 132.11 Uniform Policy 142.12 Disciplinary and Discharge Proceedings 142.13 Fire Department Policies, Procedures & Practice 152.14 Promotions and Hiring 152.15 Political Activity 162.16 Exclusive Services 162.17 Internet, Cable and Communications 162.18 Fire House Maintenance, Upkeep, Repair and Furnishings 172.19 Minimum Staffing 182.20 Temporary Loss of Licensure 18

3 COMPENSATION3.01 Wage and Compensation and Longevity Progression 193.02 Paid Holidays 203.03 Out-of Rank Pay 203.04 Health, Dental, Vision, Life and Disability Insurance 203.05 Pension and Retirement 213.06 Coffee Monies 21

4 TIME OFF4.01 Daylight Saving Agreement 224.02 Sick Leave 224.03 Personal Time 234.04 Compensatory Time 234.05 Military, Court, Jury Duty & Funeral Leave 234.06 Vacation 244.07 FMLA and Extended Leave 25

5 CONDITIONS OF THE AGREEMENT5.01 Savings Provision 265.02 No Strike 265.03 Reopening Provision 275.04 Successor Entities 275.05 Period of the Agreement and Approval of Agreement 275.06 Impasse 28

Exhibit A- Grievance Form 29

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PREAMBLE

This Collective Bargaining Agreement, (CBA or Agreement) between the City of Olivette, (City or Employer) and Local 2665, International Association of Firefighters, (Shop or Union) is as follows:

The parties agree the CBA is binding on the City and Union and their successors

This CBA embodies the full extent of the agreement and the discussions between the City of Olivette (Employer), and Local Union 2665, IAFF (Union), and sets forth the minimum standards towhich both parties will adhere.

ARTICLE 1—LABOR AND MANAGEMENT RELATIONS

SECTION 1.01 RecognitionPursuant to and in accordance with the provisions of Section 105.500 to and including Section105.530 of Missouri Revised Statutes, 1978, as amended, and, limited to those requirements contained therein, the City hereby recognizes Professional Fire Fighters of Eastern Missouri, Local 2665, IAFF, AFL-CIO, CLC as the exclusive bargaining representative in the unit found appropriatefor the purposes of collective bargaining as follows:

Bargaining Unit: For an appropriate unit consisting of full-time members of the City’s Fire Department holding the rank of Battalion Chief or lower, as provided by the State Board of Mediation Public Case No UC 2003-031 (Cross Reference R 1995-017) on March 3rd, 2003.

The Parties acknowledge that new Fire Department members may, but are not required to, join the Union. The Parties acknowledge that new Fire Department members shall serve a probationary period of twelve (12) calendar months, in accordance with, and subject to, the provisions of the Employee Handbook.

SECTION 1.02 Discrimination and DiversityNeither the City nor the Union shall discriminate, against any member of the Bargaining Unit for hisor her activity on behalf of, or membership in the Union. The City shall not restrict, interfere, or punish members for exercising legal speech expressing religious, political, social beliefs which are different from other members council members or members of the public as long as it is conducted off duty, out of uniform, and the employee does not identify him/herself as an employee of the City.

The City and the Union agree that there will be no discrimination against any Bargaining Unit employee because of race, color, age, religion, disability, handicap, gender, or sexual orientation. Discrimination shall be defined in accordance with state and federal law.

Whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also in the feminine and neutral gender in all situations where they would so apply.

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SECTION 1.03 Union BusinessAny member of the O.F.D. shop who is elected or appointed to the IAFF or Local 2665 Executive Office (President, Vice President, Secretary, Treasurer, Sergeant at Arms or other offices) or who is elected as Shop Steward of the OFD Shop of Local 2665, may be granted time off to perform Local 2665 Union business, where no time will be charged to the member as well the city will not incur overtime expenses as a result of the time off. The member must request time off as early as possible.While the Fire Chief will not arbitrarily refuse the request, the Fire Chief has the authority to limit the amount of time taken.

After notice to the Chief’s Office and with approval, Shop Officers who are on duty may perform Union duties during regular working time as long as those duties do not interfere with the member’swork, and the member will suffer no reduction in pay for the time spent in performing those Union duties. The Union will be provided space for a filing cabinet and use of private meeting space as necessary.

Union Officers and or their designees shall be permitted to attend City Council Meeting while on duty and in service and shall be permitted to address City Council speak on behalf of the Union at the discretion of the Union Officer.

On reasonable advanced notice to the Chief and with approval, the OFD Engine House may be used to conduct Union Shop Meetings provided there is no interference with scheduled activities or operations of the Fire Department. All on duty Members shall be permitted to attend and participate in said meetings. On-duty Members shall always be “ready to respond” for calls.Consent of the Fire Chief shall not be withheld arbitrarily.

SECTION 1.04 PAYROLL DEDUCTION OF UNION DUES & OTHER DEDUCTIONSUpon notification by the Shop Steward, the City will withhold from any Union members paycheck, an amount set by Local 2665, for (1) IAFF dues and (2) Shop or “Commissary Dues”. A monthly check in the amount of such withholding shall be issued by the City payable to the Union and/or a designated representative of the Bargaining Unit and transmitted to the representative of the Union and/or the Shop. The City shall not be held liable, nor contribute to said dues. Should an employee no longer want such a deduction taken from his/her paycheck, upon notification by the Shop Steward, the City will no longer make any payroll deductions for that employee for Union dues.

SECTION 1.05 BULLETIN BOARDSThe Employer shall furnish and maintain a bulletin board of reasonable size in a convenient place inthe station to be used by the Union. The Union shall limit its posted notices and bulletins to such bulletin boards, removable only by the shop steward or shift representatives. The Employer shall provide a total of 4ft by 3ft of wall space for one (1) bulletin board for the use of the Union in the firehouse in an area that is mutually agreed to by the Union and Fire Chief’s office andaccessible to Members. Posting on the allocated bulletin boards shall be only for Union business, and by Shop Steward or designee.

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SECTION 1.06 JOINT LABOR MANAGEMENT COMMITTEEThere shall be a Joint Labor Management Committee consisting of the 3 elected Union representatives and the Chief Officers of the Fire Department and the City Manager or designee. The goals of the Joint Labor Management Committee (JLM) shall be as follows:Meet upon mutually agreeable dates with a recognized goal of meeting at least every two months unless mutually agreed upon by both parties to add or cancel said meetings. Both parties shall meet to discuss all matters of mutual concern, including but not limited to significant long-term budgetaryitems, long range planning, policy changes or new policies, all matters of health and safety, training objectives, public relations, working conditions, and, to the extent that there are proposed changes inthe future, the processes that lead to the filling of vacancies such as hiring and promotions. The committee shall meet at the request and agreement of the available attending committee members. Recognizing the City’s Management Rights as addressed in Section 2.01 below, it is understood andagreed that all decisions of the committee are advisory only. Labor management committee meetingtime shall be considered hours of work for the Union committee members on duty provided, however, that any meeting should be held to minimize overtime obligations of the City. An agenda for any labor management committee meeting shall be presented to each party no later than five days prior to the agreed upon meeting date. Records of agendas, votes and minutes will be kept and signed by both parties.

The JLM Committee shall have a standing agenda to include all of, but not limited to, the following items of interest. All meeting minutes shall be reduced to writing and submitted as part of the recordand minutes of the JLM records.

● Pension and Benefits● Health, Safety and Welfare● Apparatus● Promotional and Hiring● Uniform● Policy/Procedure and Operations● Facilities● Fitness Equipment

SECTION 1.07 UNION REPRESENTATIONThe City may interview any Member regarding operational or disciplinary matters, and a Member shall be entitled to the presence of a Union representative during the interview as provided herein.

A Member may request the presence of a Union representative before or during the interview. The Member may also request a postponement of the interview if a Union representative is not available.No Member may be disciplined for making such requests.

When the request for Union representation has been made, the member shall be granted Union Officer representation of their choosing provided that the representative is an elected OFD Shift Representative, Assistant Steward, Shop Steward, Local 2665 District Vice-President, another Local2665 staff as assigned by the Vice President or a Union Attorney. For disciplinary matters involvingpossible suspension, demotion or termination, if Union representation cannot be immediately available, the Union will provide representation within 48 hours.

It is agreed that having a Union Representative present does not negate the members’ responsibility to participate in the investigative process during the disciplinary proceedings.The Union representative may observe the interview, confer with the Member, and speak on the Member’s behalf, but the Union representative shall not delay, obstruct, or interfere with the interview. In such circumstances, the Member may be disciplined for refusal to participate.

If the City determines in its reasonable discretion that the interview may not be postponed to securethe presence of a Union representative, the City may continue the interview. In such circumstances, the Member may not be disciplined for any refusal to participate.

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For the purpose of questioning a bargaining unit Member to obtain information which may reasonably lead to the discipline or discharge of the Member or a fellow Member, and where the Member’s direct or indirect actions could lead to discipline or discharge of the Members or a fellow Member, the Member will be notified that the proceedings could potentially lead to discipline or discharge of the involved party or parties, and the Member will be afforded the opportunity to have Union representation available for the Member’s interview as provided herein.

SECTION 1.08 DISPLAY OF UNION INSIGNIAThe IAFF Local 2665 insignia will be displayed in good taste and shall not distract from the appearance that is expected of professional Fire Fighters. There will be no expectation that non- members, such as chief officers, place this insignia on their uniforms or vehicles.

The IAFF Local 2665 insignia may be worn or displayed as follows:1. Station T-shirt - Small (approximately 2"x2"), right sleeve;2. Polo Shirt - Small (approximately 2"x2"), multi-colored embroidery on right sleeve;3. Cold Weather Job Shirt - Small (approximately 2"x2"), multi-colored embroidery on right

sleeve above the cuff;4. Cold weather jacket- Small (approximately 2"x2"), multi-colored embroidery on right

sleeve above the cuff;5. Cold Weather Heavy Coat - Large (approximately 4"x4"), multi-colored on right shoulder:6. Blue Collared Dress Shirts (both long and short sleeved) - Patch to be sewn on opposite

sleeve and in keeping with the same style and size as already exists with our department patch;

7. Class A Coat - Patch to be sewn on opposite sleeve and in keeping with the same style and size as already exists with our department patch;

8. Baseball Hat / Stocking Cap - Small (approximately 2"x2"), multi-colored embroidery on the side or in the back, as dictated by limitations of embroider;

9. Firefighting Helmet - Small (approximately 2"x2") decal;10. Apparatus-Decals of similar shape and size with no changes to current apparatus;

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SECTION 1.09 MANAGEMENT RIGHTS1. The City retains all powers, rights and privileges not otherwise restricted, limited, or

modified by this Agreement, including but not limited to:a. The right to plan, direct and control all operations and services of City Departments

and its employees;b. The right to determine the methods, means, organization, levels, and number of

personnel by which such operations are to be conducted;c. The right to relieve employees from duty because of lack of work or for other

legitimate reasons;d. The right to maintain efficiency of operations;e. The right to hire, promote, transfer, assign, and retain employees in position

classifications;f. The rights to suspend, demote, discharge, or discipline employees;g. The right to develop policy regarding selection and training programs for

employees;h. The right to formulate, change, modify and enforce reasonable personnel and/or

departmental rules, regulations and policies;i. The right to determine safety, health and property protection measures for City

Departments;j. The right to evaluate employee performance, on forms and at times determined by

the City; andk. The right to adopt rules, procedures and/or policies or orders regarding testing

employees for alcohol or controlled substances.l. The City’s management rights shall not be exercised for the sole purpose of evading

or undermining this Agreement.

2. Civil & Public Health Emergency Conditions.a. If at any time, the City determines, in its sole discretion that a civil or public health

emergency exist, including but not limited to civil disorders, strikes, tornado conditions, floods, infectious disease outbreaks, or other similar catastrophes, the provisions of this Agreement may be suspended by the City during the time of the declared emergency, provided that wage rates and monetary fringe benefits shall not be suspended. The City shall make reasonable efforts to return to normal operations as soon as possible after the emergency is declared to be over by the City. Should such situations arise, the Union will be notified immediately.

Section 1.10 Appendices and AmendmentAll appendices and amendments to this Agreement, if any, shall be numbered or lettered, dated and signed by the responsible parties and shall be subject to all provisions of this Agreement.

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ARTICLE 2—WORKING CONDITIONS

SECTION 2.01 EMPLOYEE HANDBOOKA. The “Employee Handbook” as referenced in this Agreement means the City of Olivette

Employee Handbook adopted by the Olivette City Council through City Ordinance No. 2712 on October 27, 2020. The City Council retains its exclusive legislative authority and discretion to amend any provision of the Employee Handbook as it deems necessary or desirable, and any reference to the Employee Handbook in this Agreement shall mean the handbook as so amended.

B. Notwithstanding the above paragraph A, the City shall give the Union notice of any proposed amendment to the Employee Handbook, and the Union shall have the opportunity to be heard on such amendment. If the Union believes that the proposed change materially and adversely affects Members’ compensation, the Union may require that the City negotiate either changing the proposed amendment or revising this Agreement. If the partiescannot resolve the issue through negotiation and the City amends the Employee Handbook, the Union may require referral of the matter to the Joint Labor-Management Committee as provided in Section 1.06 hereof or may grieve such amendment as provided in Section 2.05.

SECTION 2.02 HOURS OF DUTYNormal work hours shall commence from 0800-1600 hours Monday through Friday. On Saturdays and Sundays, the Fire Chief, Captain or Acting Captain may schedule required monthly training or other duties not able to be completed during the aforementioned normal work hours from 0800-1200.

Duty hours, shift schedule and work scheduling shall continue as practiced at the execution of this Agreement. If all non-emergency operations such as, but not expressly limited to, inspections, apparatus and equipment maintenance, fire and EMS training, fire hose and fire hydrant testing and facilities cleaning are completed, members shall have the opportunity for physical fitness during working hours.

Not less than thirty (30), and up to sixty (60) minutes shall be set aside during midday as a flex- time which members can prepare and consume meals and work on personal projects.

Members shall retain the right to use Fire Department vehicles for purposes of daily crew shopping needs with prior permission of the senior shift officer, provided that the crews remain available for emergency responses at all times, and that said activities do not interfere with the normal operations of the Fire Department.

Members shall be allowed visitors provided it does not interfere with Fire Department operations or other crew Members, up to 2100 hours. All visitors shall be limited to the first floor of the firehouse,unless approved by shift Officer. During normal work hours, visits shall be kept short and may be interrupted by supervising personnel.

Truck checks and cleaning, sanitation duties and other normal department operations shall begin at 0800 hours, with the exception of mission critical checks such as flashlight, SCBA and radio. Only essential training shall take place on holidays. Non-essential duties shall only be performed during work hours on weekends with the exception of public relation activities. When activities are scheduled for outside normal work hours, company officers shall attempt to adjust schedules to prevent more than 8 work hours during a 24-hour period.

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While at rest in sleeping quarters, at the proper time, Members shall not be unnecessarily disturbed for non-mission critical reasons. Members are responsible for making proper shift exchange at the conclusion of their shift.

If nighttime calls prevent adequate rest, the Company Officers may allow for additional rest and shall notify the Duty Chief.

The City reserves the right to schedule fire department employee training and public relations activities on an as-needed basis in order to meet the necessities of the department and the citizens which the department serves. City officials will make every effort to give prior notice to crews about public relations activities.

SECTION 2.03 REDUCTION IN FORCEThe parties acknowledge that of the City's operations, programs, work, and activities are funded by grants and other sources of non-renewable, non- continuing, non-tax supported income, as well as annual appropriations from available public sources. Because of these potentially changing funding sources, the parties acknowledge that the City may be required to eliminate or significantly reduce some or any of its operations, programs, work, and activities, which may require the termination of employees.

If financial circumstances require a reduction in force, the City shall make all reasonable efforts to achieve the desired force strength through attrition. Should layoffs be necessary, Members will be laid off in reverse order of seniority. [The least senior fire department shift Member will be the first laid off, and so on. All fire department shift Members shall be included in this seniority list.]

Members laid off shall be placed on a priority recall list for a maximum of eighteen (18) months from the effective date of layoff. Employees separated because of lay-off shall be given at least two-weeks prior notice to such layoff.

The City shall recall Members based on their department seniority. All call back notification shall be by certified return receipt mail in addition to contact by telephone. Members shall ensure that the City has their current mailing address and telephone number.

Recalled employees shall retain previous credited service for the purposes of seniority and calculation of compensation.

SECTION 2.04 SENIORITY ASSIGNMENT, PERSONNEL TRANSFERSPersonnel TransfersMembers may request to change shift assignments with another equally qualified member if both agree to the change. The change request must be signed by both members, and submitted to the Fire Chief. Such changes in assignments are subject to final approval by the Fire Chief, recognizing that assignments are subject to ensuring proper staffing for all shifts as determined by the Fire Chief.When vacancies occur, incumbent members who so desire may request to be transferred to the vacancy on the affected shift. The Fire Chief may approve the transfer, recognizing that assignmentsare subject to ensuring proper staffing for all shifts as determined by the Fire Chief.

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The City shall have the right to change shift assignments to meet the operational needs of the Fire Department. In the event that such changes are necessary, the Fire Chief and Shop Steward shall work together to insure that all reasonable efforts are be made to not disrupt scheduled vacation of the affected Employees or to limit their ability to properly select vacation time for the coming year. As a general rule Shift reassignments will be made prior to the picking of the following year’s vacation on November 1st.

Definition of SenioritySeniority shall be determined by all-time worked for the City as a full time paid Firefighter/Paramedic. Members shall attain seniority on the first day of their probationary period.

Continuous service shall only be broken by resignation, discharge, retirement, or if a Member is laidoff and fails to return to work within fourteen (14) calendar days after being recalled.

SECTION 2.05 GRIEVANCE PROCEDURE1. The City, the Union and their Members shall try to resolve informally all employment

concerns as they arise, but the parties recognize that some problems can be resolved only through a formal process. The Members and the Union accordingly have the right to seek relief from an adverse employment action (defined as the loss of compensation or benefits) or the suspected or alleged violation, misinterpretation, or misapplication of this Agreement or any FD rule or regulation (collectively, “Alleged Breach”). No employee shall be disciplined or discriminated against in any way because of use of this grievance procedure.

2. Filing a Grievance. A grievance shall be filed in writing within seven calendar days of the occurrence of the act or decision generating the grievance. The grievance shall be filed with the Fire Chief. The grievance shall include: (1) the name of the aggrieved party; (2) a statement of fact upon which the grievance is based; (3) specification of the adverse employment action or the Alleged Breach; (4) the date on which the event(s) occurred; (5) the date of initial submission of the grievance in writing; (6) such other information which the aggrieved party deems relevant; and (7) the remedy or relief requested.

3. Fire Chief Review. The Fire Chief shall investigate and consider the grievance and, within seven (7) calendar days after its receipt, shall provide the grievant a written determination of the grievance, including the reasons therefore. If the grievant is dissatisfied with the response of the Fire Chief, or if the Fire Chief fails to timely respond, the grievant may submit the grievance to the City Manager for review. A grievant may by-pass this step if theactions of the Fire Chief are the subject of the grievance.

4. City Manager Review. The grievant may obtain a review by the City Manager by submitting a request, in writing, within five calendar days following receipt of the Fire Chief’s determination. The City Manager shall undertake such investigation and consideration as the Manager deems necessary. The City Manager shall, within seven calendar days after receipt of the grievant’s request for review, provide the grievant a written determination of the grievance, including the reasons therefore. If the grievant is dissatisfied with the response of the City Manager, the grievant may, within ten calendar days following receipt of the City Manager’s decision, submit a written notice to the City Manager of the grievant’s appeal to the Personnel Appeals Board.

5. Deadlines. If any City representative fails to provide a timely determination of a grievance, the grievant’s time for further pursuing such grievance shall begin as of the date such response was due. Any city representative may extend the time required for responding to grievance by up to five additional calendar days, provided the grievant is notified in writing of such extension prior to the lapse of the original response period.

6. Personnel Appeals Board. The Personnel Appeals Board shall schedule a public hearing no less than seven (7) days and no more than fourteen (14) days after the filing of the notice of appeal. At the hearing the grievant may be represented by counsel and may present

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evidence. The City Manager and Fire Chief shall also have the right to be heard. The Personnel Appeals Board require may require the attendance of any City employee or officer and shall have the right to order the production of any City records relating to the to the appeal. All testimony presented at the hearing shall be sworn, and rules of evidence shall be followed, as determined by the Personnel Appeals Board. All proceedings before the Board shall be recorded. At the conclusion of the hearing and upon consideration of the evidence before it, the Board shall file a written statement of its determination, including findings of fact and conclusions of law, with the City Manager and the appellant. Copies shall be delivered to each Member of the Council. All findings and determinations of the Board shall be made upon the affirmative vote of three Members and absent an appeal shall be final and binding. Any party aggrieved by the Board’s determination shall have the right to appeal the St. Louis County Circuit Court or other court of competent jurisdiction.

SECTION 2.06 SHIFT EXCHANGEMembers shall be permitted to trade scheduled work time (hour for hour) with another member, subject to the limitations contained in the provisions of the Fair Labor Standards Act (FLSA). Tradetime must adhere to the following rules:

A. Trading work time shall not be used as a means to accumulate other benefit time.B. Trading Compensatory time is not permitted.C. Trade time shall not cause staffing of positions to fall below the minimum desired by the

department. (Example: A trade shall not cause the department to be without an officer, driver, or minimum number of Paramedics)

D. Trade time is defined as that time when one member voluntarily works for another by their mutual agreement.

E. The city does not assume any responsibility for compensating a member who voluntarily agrees to work for another, nor shall the extra hours worked by a member during trade time be used to determine payment for overtime, exchange time, or any other benefit.

F. All trade time shall be documented and initialed by all parties and approved by the trading member’s supervisors. This change must be documented on the trade time form.

G. Payback time must be scheduled and taken within one year of the trade.H. In the event of a member’s absence due to illness, surgery, disability, or personal injury,

sick leave must be exhausted before trade time may be utilized.

SECTION 2.07 WEATHER RULESThe City shall make reasonable efforts to avoid unnecessary outside training or activities in extremeweather conditions. The Union shall raise any concern over such activity promptly with the senior shift officer, who shall consult with the Chief or Chief’s designee and determine whether any unnecessary hardship exists at the time, taking into consideration prior scheduling of the activity. “Extreme Weather Conditions” shall be defined as the presence of any of the following; extreme winds, cold, heat, humidity, rain, snow, sleet, or icy conditions.

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SECTION 2.08 HEALTH & WELLNESSHealth and Wellness Initiative (IAFF/IAFC)The City will provide annual Health, Wellness and Fitness Screenings. The screening shall be consistent with the most recent revision of NFPA 1582 and recommendations from the IAFF/IAFC Joint Labor Management Wellness-Fitness Initiative in its most current edition. All Members shall participate in such screening program as a condition of continued employment. The cost of the screenings shall be paid for through the employee’s health insurance, if covered, and the City will pay for any costs not covered by insurance.

The City agrees that participation in this program shall be non-punitive, and the Union agrees that should employee member, through this initiative, be deemed unfit for duty, the Union will agree to the removal of the member from front-line service and shall not be considered the action a punitive action. The member may use accrued leave and benefits shall continue to accrue as per the CBA.

Substance Abuse PolicyMembers shall be subject to the City’s substance abuse policy as found in the Employee Handbook.

Personal Protective Equipment (PPE)The City shall furnish at no cost to each Member all PPE, including respiratory apparatus, gloves, helmets, and structural firefighting equipment required and certified by appropriate industry standards and any other equipment deemed necessary or desirable by the City.

The City shall ensure that PPE is cleaned and inspected on regular intervals in accordance with the manufacturer’s guidelines and/or the applicable industry standard, and that required repairs to PPE are completed in a timely manner.

Only personnel who have been trained and certified by the manufacturer or applicable federal agency shall be permitted to perform maintenance and/or repairs on self-contained breathing apparatus.

All PPE equipment remains the property of the City during and after a Member’s employment.

Exposure to Infectious Disease and Hazardous SubstancesThe City recognizes that the Members may, in the course of their duties, be exposed to infectious diseases, such as, but not limited to, tuberculosis, hepatitis B, and the human immunodeficiency virus (HIV), as well as to a variety of known carcinogens. The City agrees to, on an annual basis, provide training to the Members aimed at preventing such exposures in the workplace. The City willmake reasonable efforts to conform to standards for preventing such exposures, where such standards exist. The City will maintain an accessible reporting system by which Members can document exposures to infectious diseases and/or hazardous substances, and the City will ensure that the Members are encouraged to report serious exposures to the City’s workers compensation provider.

SECTION 2.09 OVERTIMEThis practice of distributing overtime using the current Voluntary Overtime list and a Mandatory Overtime list will continue as currently in place. These lists shall be kept in the Captain's Office, It shall be the responsibility of each member to ensure that the roster contains the most up-to-date contact information including home phone number, mobile phone number or pager number, and email addresses.

All “Voluntary” and “Mandatory” Overtime shall be paid at one and one half of the member’s hourly rate and shall be applied to applicable pay cycle and paycheck in which the hours were worked.

Voluntary/Scheduled Overtime: is that which occurs with greater than 24 hours’ notice, such as when multiple vacation days and training or long-term sick leave occur on the same day.

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The Voluntary Overtime list shall continue to revolve as stated below. In the event that scheduled time off and/or unscheduled absences result in staffing levels dropping below minimum, Voluntary Overtime will be offered by working down the call back roster, regardless of rank until someone accepts the overtime. The person accepting the overtime shift will then move to the bottom of the Voluntary Overtime list, and shall be the last person offered Voluntary Overtime when it becomes available again.

Mandatory/Emergency Overtime: is that which occurs with less than 24 hours’ notice such as a call-in due to illness or injury and may occur in the event that no one accepts voluntary overtime. The Mandatory Overtime list will not reset each year, and shall continue indefinitely.

Mandatory Overtime will be distributed by working through the roster from the least senior person to the most senior person. Once someone has worked Mandatory Overtime that person will not be required to work Mandatory Overtime again until the rest of the department has done so. In the event that extenuating circumstances make it impossible for someone to work an assigned Mandatory Overtime shift, the next person on the roster shall be assigned the Mandatory shift. The person unable to work the Mandatory shift shall remain the next person due for Mandatory Overtime.

Extraordinary Circumstances Provision: The City may, in its sole discretion, authorize additional overtime for staffing above normal staffing levels, if it determines that the threat of severe weather or civil unrest, or the existence of natural disaster or acts of terrorism, requires such staffing. The authorization of additional overtime for said circumstances shall not be precedent setting, and the assignment of said overtime shall be done as set for in Mandatory/Emergency Overtime.

Minimum Show Up Clause: A member called in to work overtime shall be compensated at a minimum of two (2) hours overtime pay. If a member works more than the stated two (2) hours he will be paid to the nearest quarter hour. If a member is held-over from shift, the member will be paid for the hours worked to the nearest quarter hour.

SECTION 2.10 TRAININGThe City will provide, at its cost, continuing education and training as outlined by the Division of Health and Senior Services (EMS) for maintaining paramedic licensure. The City will also provide refresher courses for CPR, ACLS, PALS, PHTLS/BTLS.

If funds are appropriated, and if a member has a professional development plan that conforms with the requested training, and if the training is pertinent to the Olivette Fire Department, the Chief will at his discretion, approve sending fire fighters to advanced training. Professional development shall include required and maintained courses for advancement with the Olivette Fire Department.

The City may require a Member to attend additional training that is deemed beneficial to the OFD, and the City will pay the costs of any training so required.

Professional Development and Tuition Reimbursement shall follow the policy as outlined in the Employee Handbook.

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SECTION 2.11 UNIFORM POLICYThe City shall purchase a combination of five (5) short and long sleeve shirts, three department T-shirts, three pairs of pants, one tie, one belt, two (2) nameplates, dress hat, dress hat badge, dress hatband and one jacket for each new employee. Thereafter, each member employed with the City on July 1 of each year will receive $600.00 (six hundred dollars) through the City’s Accounts Payable system. The payment will be received by July 31 and is for the fiscal year beginning in July.

There will be no prorating of the clothing allowance, nor will members be required to repay the amount upon termination. The uniform allowance shall be used solely for the purchase of department uniform items identified in the Department Policy and from Embroidery companies will be utilized.

Each Member is required to have a Class “A” uniform within 2-years of employment. Members shall use and maintain their uniforms in reasonable fashion and good, safe condition.

SECTION 2.12 DISCIPLINE and DISCHARGE PROCEDURESThe City will generally use a progressive disciplinary system as noted herein, but the City may begin the disciplinary process at any level, up to and including immediate discharge, depending on the relevant circumstances. Discipline shall not be administered arbitrarily, and shall always be administered for just cause and with due process appropriate to the discipline imposed.Disciplinary action will normally consist of the following.

● Step 1 – Counseling Session● Step 2 – Documented Oral Warning● Step 3 – Written Reprimand● Step 4 – Suspension Without Pay● Step 5 – Demotion● Step 6 – Discharge

Decision Making Leave: Decision-making leave with pay may be appropriate in some situations. Itmay be used alone, as an alternative to other types of discipline, or in combination with other forms of discipline. The purpose of decision-making leave with pay is to give employees time to decide if they wish to remain employed by the City, and if so, whether they can and will correct their behavior. An employee may only be given decision-making leave with pay once and the leave cannot exceed one day or one shift, as appropriate.

Administrative Leave: During an investigation into alleged offenses or violations of City policies, the City may, in its sole discretion, place the employee on administrative leave. The leave may be with or without pay.

Documentation: All forms of discipline must be documented and will be placed in the employee’s personnel file. Counseling sessions and oral warnings will be removed from the employee’s personnel file, if no similar violations occur within twelve months of the initial warning. Written reprimands will be removed from the employee’s personnel file, if no similar violations occur within twenty-four months of the initial warning.

Response Rights: Where a disciplinary action involves a suspension of one day (or one shift) or more, demotion and/or termination, the employee will normally be given an opportunity to respond to the allegations prior to disciplinary action being taken.

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SECTION 2.13 FIRE DEPARTMENT POLICIES, PROCEDURES and PRACTICESOFD policies and procedures are established by Standard Operating Guidelines (SOGs) and Standard Operating Procedures (SOPs). The Fire Chief may change for business or operational purposes any SOG/SOP in accord with this section, but no such change may be made for arbitrary or retaliatory reasons. Subject to such managerial discretion, all Member working conditions, rights,and privileges not otherwise addressed in this Agreement shall continue as practiced as of the date of this Agreement.

SOGs and SOPs will be distributed to all personnel in accordance with established procedures. Members can suggest changes to the SOGs/SOPs at any time.

Any proposed changes to the SOGs or SOPs will be posted on the bulletin board for 30 days. A comment sheet will be posted next to the updated SOP/SOG, and all Members will have an opportunity to make comments or suggestions. At the end of the 30-day review cycle the Fire Chief will review comments and may implement or revise the proposed SOG/SOP as he or she deems necessary or desirable.

At the request of the Shop Steward or the discretion of the fire Chief, any proposed or newly- implemented SOG/SOP shall be referred to the Joint Labor-Management Committee for review, consideration, and recommendation as provided in Section 1.6 hereof.

Notwithstanding anything herein to the contrary, if the Fire Chief determines that an SOG/SOP needs to be implemented without the 30 day review period or without referral to the JLM Committee, the SOG/SOP shall be implemented immediately. In such case the SOG/SOP shall be subject to the 30 day review period or JLM Committee referral after its implementation.

The parties recognize that the SOGs and SOPs do not encompass all day-to-day working conditions,customs and practices. The City shall retain the managerial right to change for business or operational purposes any such condition, custom or practice, but the City shall not do so for arbitrary, punitive, or retaliatory reasons. Subject to such managerial discretion, such conditions, customs and practices shall continue as in place as of the date of this Agreement. The Union may require referral of any such change to the Joint Labor-Management Committee as provided in Section 1.06 hereof.

SECTION 2.14 PROMOTIONS & HIRINGPromotions and hiring shall be conducted in accordance with the process established in the Department Policies.

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SECTION 2.15 POLITICAL ACTIVITYThe provisions relating to Political Activity shall be those as set forth by the State ofMissouri under RSMO 67.145. which states, in part – “No political subdivision of this state shall prohibit any first responder, as the term "first responder" is defined in section 192.800, from engaging in any political activity while off duty and not in uniform, being a candidate for elected or appointed public office, or holding such office unless such political activity or candidacy is otherwise prohibited by state or federal law.” – in accordance with this statute, the City of Olivette sets forth the following guidelines for its members with regard to political activity:

1. Unless expressly authorized by the City, members shall not be permitted to engage in political activity while on duty or in an official capacity as emissaries of the City of Olivette.

2. Members shall not use City supplies or equipment when engaging in political activity. For the purpose of this Section, the term “uniform” shall be defined as any garment provided to the employee by the City, either directly or with funds from the uniform allowance, which can be worn on duty.

3. The Union and the Members shall not engage in, nor encourage any engagement in, either directly or indirectly, strikes, slowdowns, group illness, or withdrawal of services against the Olivette Fire Department or the City of Olivette.

SECTION 2.16 EXCLUSIVITY OF SERVICESThe duties normally assigned to Members and agreed upon under this Agreement shall be duties that remain Fire Department responsibilities and shall not be construed as services that can be contracted, loaned, or detailed out to any other entity, public or private. This Article is not, however,intended, in any way, to limit the City’s right to participate in mutual aid arrangements with other cities or fire districts, nor is it intended to limit the City’s management right to join or form a fire district, enter into cooperative services agreements, or reduce or consolidate services, if the City determines that such actions will best serve the public welfare. In the event of any such action or discussions considering such actions, the City shall notify the Union at least thirty (30) days prior to implementation.

SECTION 2.17 INTERNET, CABLE & COMMUNICATIONSMembers may use the city provided Internet connection as long as it does not interfere with city business.

Members shall be allowed to receive personal mail (letters, magazines, packages) provided there is no charge to the City.

Members should use personal (Member-owned) computers for non-work-related matters. Any use of City owned computers shall be subject to Employee Handbook. Members shall be afforded reasonable privacy with their electronic devices and should expect that said devices will not be confiscated, tampered with, or searched without definable probable cause that contained within that device is material evidence of chargeable criminal conduct and in accordance with applicable Federal and/or State law.

Members shall follow city policies when on City premises, when on duty, when in an official Olivette Fire Department uniform, and when representing the City of Olivette or the Olivette Fire Department in an official capacity.

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SECTION 2.18 FIRE HOUSE MAINTENANCE, UPKEEP, REPAIR AND FURNISHINGSMembers shall be provided area for personal pictures, awards, and mementos.

City shall allow the personalization of sleeping rooms. Shop and City will work together to find a solution to allow the hanging of photos or personal items without damaging walls or furnishing of sleeping room.

The City shall provide and maintain the firehouse interior with appliances, furniture, furnishings, and accessories, as presently exist in regard to quantity quality and size or replace with higher quality. The City further agrees to provide and maintain one (1) television for the Firefighters.

The City shall provide cleaning service or appliances laundry detergent, fabric softener, dryer sheets, dish washing detergent etc. to be used for bed linens, towels, uniforms, turnout gear and dishes.

Members shall retain the right to use all furnishings

The City shall allow the use of personal electronic and communications devices, provided such use does not interfere with departmental activities or operations.The City shall not direct Members to perform cooking and cleaning services for the City or any other non-Fire Department entities.

Members shall clean and maintain all areas within the fire station - including but not limited to living and sleeping areas, bathrooms, bunkroom, offices, and apparatus bay areas.

Members shall clean areas in City buildings that the members use. Examples include cleaning the Community Rooms after a fire department event or training.

In the event members utilize any area outside of the Fire Station, it will be the responsibility of those members to ensure that area is thoroughly cleaned. Example may include after a training or a Firefighter function.

The City shall be responsible for any major building repairs and for the maintenance of outdoorspaces and surfaces.

Routine station cleaning shall not include cleaning, washing, degreasing wall, and ceilings.

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SECTION 2.19 MINIMUM STAFFINGThe City shall maintain a work force of no less than twenty-one (21) full-time certified fire department shift personnel. The City shall endeavor to maintain, if financially feasible, a normal daily minimum staffing shall consist of six (6) full-time certified fire department personnel on duty, consisting of four (4) to operate the fire engine, and two (2) certified fire department personnel to operate the ambulance. At no time shall there be fewer than five (5) certified fire department personnel on duty, with three (3) full-time certified fire department personnel on shift each day, to operate the fire engine, and two (2) certified fire department personnel to operate the ambulance.

SECTION 2.20 TEMPORARY LOSS OF LICENSURETemporary Loss of Driver’s License: In the event that a Member temporarily loses his driver’s license, the member will be given two months to re-acquire his driving privileges. During this time,the Member may use accrued vacation/compensatory/personal leave or to be placed on a leave of absence without pay at the Member’s discretion. The Union recognizes that a valid driver’s license is an essential element of the position, and loss of driving privileges may require the Member to be removed from duty, and that the Member may be subject to disciplinary action by the City.

Failure to Renew Required EMT, EMT-P or RN License: In the event that a member fails to renew his Missouri EMT, EMT-P, or RN license in accordance with the parameters set forth by the State of Missouri, the member will be given two months to renew his licensure. The member may use accrued vacation/compensatory/personal time or be placed on a leave of absence without pay at the member’s discretion. The Union recognizes that the loss of EMS or Nursing licensure may prevent the member from meeting the essential functions of the job, and may require the member to be removed from duty, and may result in the member being subject to disciplinary action.

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ARTICLE 3—COMPENSATION

SECTION 3.01 WAGE, COMPENSATION AND LONGEVITY PROGRESSIONSalary ScheduleAnnualized compensation for Paramedic Firefighters, Paramedic Lieutenants, and Paramedic Fire Captains, is reflected in the below charts. The hourly rate for full-time Paramedic Firefighters, Paramedic Lieutenants and Paramedic Fire Captains work a cycle of 28 days, shall have their hourlyrate computed dividing the annual compensation by 2,912.

FY22 Firefighter/Paramedic

59,401 62,460 65,519 68,578 71,638 74,697 77,756 80,815

Lieutenant67,626 70,482 73,338 76,194 79,050 81,906 84,762 87,618

Captain78,630 80,426 82,223 84,019 85,815 87,611 89,408 91,204

FY23

Firefighter/Paramedic60,589 63,709 66,830 69,950 73,070 76,191 79,311 82,431

Lieutenant68,979 71,892 74,805 77,718 80,631 83,544 86,457 89,370

Captain80,203 82,035 83,867 85,699 87,531 89,364 91,196 93,028

FY24

Firefighter/Paramedic61,195 64,346 67,498 70,649 73,801 76,953 80,104 83,256

Lieutenant69,668 72,611 75,553 78,495 81,437 84,380 87,322 90,264

Captain81,005 82,855 84,706 86,556 88,407 90,257 92,108 93,958

On July 1, 2021 each employee will receive a 1% increase. On his/her anniversary and a satisfactory performance review, they will move up to the nearest step. In FY 23/24, on their anniversary and upon receiving a satisfactory performance review, employees will move to corresponding year scale and will move to the right one block.

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FLSAAll uniformed Members of the Olivette Fire Department assigned to a crew shall work rotational 24-hour shifts based on a 28-day work cycle. There are three crews identified as A, B & C. Each work rotation will consist of 48 hours on-duty and 96 hours off duty.

According to FLSA Guidelines, all non-exempt Members of the fire department will receive overtime at the rate of time and one-half for any regularly scheduled hours over 212 hours per 28- day cycle, provided that the employee is not on vacation, or sick leave, FMLA or administrative leave or light duty hours worked due to an off duty injury during the qualifying FLSA 28-day cycle.

SECTION 3.02 Holiday PayMembers physically at work on one of the City’s recognized holidays identified in the Employee Handbook shall receive Holiday Pay equivalent to 12 hours of pay at the member’s regular rate of pay. Holiday Pay will be paid to the member at the same time as regular pay for the holiday.

Holiday Pay accumulated from Nov 1 2020 – June 30 2021 shall be paid out according to previous bargaining agreement and paid to member on July 1.

SECTION 3.03 Out-of-Rank PayIn the event that at least one ranked officer is not on-duty for more than 4 hours, out-of-rank pay will be paid to the shift employee working as “acting officer” for the time-period they are serving in this capacity. Firefighters or Firefighter/paramedics, who work out-of-rank, under this provision, will receive an additional $1.00 per hour.

SECTION 3.04 HEALTH, DENTAL, VISION, LIFE AND DISABILITY INSURANCEHealth, Dental, and Vision InsuranceThe City shall provide health insurance to its members. The City intends to pay 80% for individual employee coverage. For family, spouse or children coverage, the City intends to pay 70% of the difference between individual rate and the corresponding family, spouse or child rate; however, the Union recognizes this is contingent upon factors that may be out of its control. The employee will be responsible for the remaining cost of premium. The Union recognizes that the City is a Member of the St Louis Area Insurance Trust self-insurance pool, which provides for a broker to negotiate competitive pricing and coverage’s for its Members.

The City shall provide the opportunity for members to participate in dental and vision insurance at its group rate according to the current practice.

Life InsuranceThe City’s intends to maintain group life insurance coverage for all members after six months of employment. The life insurance benefit is equal of one year’s base salary. Members may elect, through payroll deduction, to purchase an additional amount of life insurance coverage.

Long Term Disability InsuranceThe City shall provide Long Term Disability Insurance, commensurate to the plan currently offered in the Employee Handbook.

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SECTION 3.05 PENSION AND RETIREMENTThe City shall make Employer contributions to the Members’ pension plan on the same basis as for all other City members.

The City shall make available to its Members the option of participating in a 457 plan with pre- tax deductions to be transferred to the appropriate accounts in accordance with state and federal law.

The City shall also make available regularly scheduled pension education seminars for the purposes of responsible retirement planning.

SECTION 3.06 Coffee MoniesCoffee money will be paid out in the amount of $1500 ($500 for each crew) through the City’s Accounts Payable system. The payment will be received by July 31 and is for the fiscal year beginning in July.

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ARTICLE 4—EARNED TIME OFF SECTION

4.01 DAYLIGHT SAVING AGREEMENTLocal Union 2665 and the City of Olivette agree that “Spring forward” and “Fall back” days even out over time; therefore, it is agreed that both parties would benefit from a break-even status. No salary benefit will be paid or reduced from members.

SECTION 4.02 SICK LEAVESick leave is not a privilege which an employee may use at the employee’s discretion, but shall be allowed only in cases of actual sickness or disability of the employee or in circumstance where illness in the employee’s immediate family makes it necessary for the employee to be absent.

Members who are unable to work due to illness or injury or other situations covered by this policy must immediately notify the appropriate supervisor in accordance with the procedures adopted by the Fire Chief.

Sick leave must be taken in increments of 1hour.

Accrual Rate and Eligibility: Sick leave shall be accrued at the rate of eighteen (18) hours per month.

Sick leave shall begin accruing the first month after the date of hire on the second pay date. Sick leave shall not accrue for any semi-monthly pay period during which the employee is away from work for the entire pay period due to illness, injury or any approved leave without pay. An employee who is released for and offered light duty by the City, but who elects not to accept such assignment, will generally be ineligible for paid sick leave benefits.

Accrual Recovery Method: Those members who stop accruing for any of the above reasons will not accrue again until they have worked consecutively for one (1) pay period.

Maximum Accrual: The maximum amount of sick leave to be accumulated shall be 1,700 hours.

Authorized Use of Sick For Member’s Family: Sick leave may also be used for absences when the Member is needed to care for a Member of his or her family and spouse’s family who is ill or injured and requires the Member’s personal care or presence. A medical certification may be required to support the need for additional sick leave use.

Failure to Report Absence/Abuse of Sick Leave: Supervisors shall closely monitor use of sick leave. It is anticipated that Members using paid City sick time for their own illness/injury or that of a family Member will use their sick leave time to recuperate or care for their family Member. Trips to the doctor or hospital stays which take the Member away from the home are acceptable, but otherpersonal pursuits during paid sick leave will be considered an abuse of this policy.

Abuse of sick leave, including use of sick leave for anything other than an illness, injury, or doctor/dentist, appointment as provided for in this policy, may result in immediate disciplinary action, up to and including termination of employment, and may also render the Member ineligible for paid sick leave benefits. Maternity and paternity are covered under sick leave benefits for qualifying FMLA purposes. Similarly, Members who fail to timely report an absence or tardiness due to illness, injury, or doctor/dentist appointment may be disqualified from using sick leave for their absence.

Other Employment During Sick Leave: Members on sick leave, whether paid or unpaid, may not work a second job, including self-employment or participate in volunteer work, during the period of leave, even if they have written authorization from their Department Head that generally authorizes the Member to work a second job. Exceptions to this policy may be obtained in writing from the Department Head. See Outside and Self-Employment Policy.

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Use of Other Leave: If approved by the Fire Chief, Members who have successfully completed six (6) months of employment and who have no accrued sick leave time, may use accrued unused vacation leave, other accrued paid leave, or leave of absence without pay.

Documentation: Members requesting paid sick leave must request approval from their supervisor. A Member must present satisfactory proof of illness/injury that prevents him from working whenever the Member uses sick leave for three (3) or more consecutive work days, or at any other time if requested by the City.

A Member may also be required to present satisfactory proof of a family relationship and/or satisfactory proof of a family Member’s illness or injury if the Member wishes to use accrued sick leave to care for the family Member. If the Member fails to present such proof in a timely manner, use of sick leave will be disallowed and no other paid leave may be used for the absence. Abuse of sick leave may result in discipline, up to and including termination of employment.

SECTION 4.03 Personal TimeMembers shall receive 24 hours each year as a personal day. Personal days shall be scheduled in advance with Department Head approval. The personal day shall be credited on first payroll in January of each year. Personal days do not accrue from year to year.

SECTION 4.04 Compensatory TimeOvertime may be compensated in the form of ‘compensatory time off” at the Members request.

The use of compensatory time shall be requested in accordance with vacation and leave policies andbe charged in increments of not less than one (1) hour maximum accrual of compensatory time shallbe 120 hours.

SECTION 4.05 MILITARY, COURT, JURY DUTY & FUNERAL LEAVECourt, Jury Duty and Funeral Leave shall be granted as defined in the Employee Handbook.

Military Leave: Regular full-time employees who have successfully completed the Initial Service Period (1 year). Will be eligible to receive military leave with pay if they are ordered to serve a Reserve or National Guard training program. The employee is required to present a statement from the Commanding Officer that describes the length of training and the amount of money received for the period of training. Payment from the City will equal the difference between the training pay and the employee's weekly wages and will be given upon return to work. In cases where the governmentpay exceeds the staff person's weekly wages, there will be no additional pay.

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SECTION 4.06 VACATIONVacation leave is an earned benefit intended to provide members with paid time away from the work environment to pursue activities that will promote the well-being of the individual.Vacation leave may also be used for purposes of attending to personal business, extending sick leave when accrued sick leave is exhausted, or for other purposes.

Scheduling Vacation LeaveGeneral Guidelines

● Each shift may have a maximum of two (2) Members off on approved earned leave at the same time provided there is at least one Officer on-duty and a qualified driver for the pumper.

● Member’s supervisor may grant all vacation requests.● All approved vacation requests must be presented with payroll for the leave to paid. ● If a Member does not have enough accrued vacation, the request will not be approved.

Annual Vacation List● The vacation list will be posted on November 1st or the first weekday after.● Vacation picks are to be completed by 5:00 PM on November 19th.● A single (or half-day) vacation day picks, or any number of consecutive days, counts as one

pick.● A maximum of three (3) half-day picks are permitted per year.● When choosing a ½ day, your pick must be clear of it is 06:30-18:30 or 18:30-06:30.

● All vacation will be selected in rotation by seniority, beginning with the most senior person on the shift.

● Any vacation requests after that will have to wait until the annual work-schedule calendar isposted.

Vacation Requests Following the Annual work-schedule calendar● Vacation may be requested in the following methods:● Call in any time before your shift until 8:00 p.m.● Report for duty and decide that morning, as long as the General Guidelines above are

followed.

Vacation leave may be taken in as small as 4-hour increments of time.

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Vacation Accrual RateAll members covered by this Agreement shall accrue vacation leave on the second pay period of themonth as defined herein. Vacation hours shall accrue as defined herein, regardless of any other formof paid or unpaid leave taken by the employee.Accrual rates are based on length of service with the City

Service Period Hours Accrued MonthlyFirst five years of service 14 hours monthly6 through 10 years of service 18 hours monthly11 through 15 years of service 26 hours monthly16 through 20 years of service 28 hours monthly21 through 25 years of service 32 hours monthly26 + years of service 36 hours monthly

Maximum Vacation Accrual Unused leave may be carried into the next calendar year. However, the maximum carryover of vacation leave is 240 hours.

Compensation for Vacation Leave Vacation is paid at the employee’s regular rate of pay at the timevacation leave is used and is paid only for hours the employee would ordinarily have worked.

Upon an employee’s resignation, termination, separation, retirement and death, an employee shall be paid for accrued unused vacation leave at the rate of pay the employee was receiving at the time of separation up to their maximum accrual limitation, less any legal and authorized deductions. Upon the death of an employee, payment for accrued unused vacation leave shall be made to the employee’s beneficiary. Pay shall be at the employee’s last regular rate of pay.

Required Vacation Leave When it appears that time away from work may be in the best interest of the Member or the City, the Fire Chief may, with the approval of the City Manager, require the Member to take at least one week of accrued vacation.

SECTION 4.07 – FMLA and Extended Leave1. FMLA

Leave under the Family and Medical Leave Act (FMLA) shall be granted in accord with applicable federal and state law. Any absence that qualifies for both sick leave and FMLA leave will typically run concurrently, as both FMLA leave and sick leave.

2. Extended Leave, Non-Duty Related Injury or Pregnancy.A Member who cannot work due to a non-duty related injury or pregnancy shall be permitted to use all accrued earned leave concurrently with FMLA leave. The City shall hold the Member’s position for six months from the date of the Members’ inability to work or the date the Member’s accrued leave is exhausted, whichever comes last. The Fire Chief may extend the leave period for up to an additional three months in his or her discretion due to extenuating circumstances.

While an employee is unable to work, a temporary full-time employee may be hired or promoted if it is deemed necessary by the Fire Chief, subject to approval of the City Manager. When the Member is cleared to return to work, he/she shall do so with the same rank as when he/she was injured.

Should the Member be unable to return to duty at expiration of the extended leave, the City may fill the position. The member shall be placed at the top of future hiring lists provided that the Member isqualified for the position and is determined to be fit for duty. On reinstatement the Member shall return to the department with seniority equal or comparable in status to that in effect when his or herabsence began.

3. Extended Leave, Duty Related Injury or Condition.When a Member incurs an on-the-job injury or illness requiring the Member to take workers’

29

compensation leave, the Member is eligible for salary continuation. Members receiving worker compensation payments may use a combination of sick and/or vacation in lieu of sick leave to receive a full pay check. To receive salary continuation benefits, the injured Member is required to exchange his/her workers’ compensation temporary income benefit payments for the employee’s regular pay checks.

Under no circumstances will an employee on workers’ compensation leave receive paid benefits (e.g., workers’ compensation, salary benefits, salary continuation benefits, disability insurance benefits, or paid leave time) in excess of the amount the employee would normally receive in base salary/wages (excluding overtime, shift differential, or any other type of extra compensation) if the employee was not injured and able to return to work.

While an employee is unable to work due to an on the job injury, a temporary full-time employee may be hired or if it is deemed necessary by the Fire Chief, subject to approval of the City Manager.When the Member is cleared to return to work, he/she shall do so with the same rank as when he/shewas injured.

Benefits, such as sick leave, vacation leave, longevity pay, scheduled salary increases, pension contributions, and seniority shall continue to accrue during this leave. Health and life insurance premiums outlined in this Agreement will continue to be paid by the City.

ARTICLE 5—CONDITIONS OF THE AGREEMENT

SECTION 5.01 SAVINGS PROVISIONIf any provision of this Agreement, or the application of such provision, should be rendered or declared invalid, by any court or by reasons of any existing or subsequently enacted legislation, the remaining parts or portions of this Agreement shall remain in full force and effect and the provisionsof this Agreement shall be amended so as to render the provision in question in compliance with applicable law as close to the original intent of the parties as possible.

SECTION 5.02 NO STRIKEThe Union and the Members shall not engage in, nor encourage any engagement in, either directly or indirectly, strikes, slowdowns, group illness, or withdrawal of services against the Olivette Fire Department or the City of Olivette.

The Union and the Members shall not hinder nor prevent any entrance to or egress from fire houses or any other public buildings nor shall the Union or the Members obstruct nor interfere with the freeand uninterrupted use of public roads, streets, highways, railways, airports, or other ways of travel.

The Union and the Members may engage in informational picketing consistent with and to the extent allowed by law.

30

SECTION 5.03 COMPLETE AGREEMENT AND REOPENING PROVISIONThis Agreement constitutes the entire agreement between the parties and no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing and effective when signed by the parties.

The parties shall not be obligated to bargain collectively with respect to any subject matter referred to or covered in this Agreement during the term of the Agreement, but the parties may do so if each so desires.

SECTION 5.04 SUCCESSOR ENTITIESThe Olivette FD Shop of IAFF Local 2665 recognizes that should the Shop disaffiliate with the IAFF and/or Local 2665 that the terms and conditions contained within this Agreement will not automatically be transferred to whatever authorized bargaining agent, if any, assumes the representation of the Members of the Shop. If the transferring entity is established as the exclusive bargaining agent of the Shop as recognized by law, the City reserves the right to honor none, part, orall of this Agreement at its discretion.

If the City intends to explore the merger, consolidation, or outsourcing of fire suppression, rescue, or fire department management services to another public agency, the City will provide immediate notice to the Union of the City’s intent to do so, and the Union shall have the opportunity to be heard on the possible change and the Union will be afforded a role in the process, as determined by Council. The Olivette City Council may affect such a change if it determines that such actions will best serve the public welfare. The City will further provide a minimum notice of three months to theUnion before the change goes into effect. If the successor agency is a public agency, the City will work in good faith with the successor in an effort to transfer Union jobs from the City to the successor under the terms and conditions of this Agreement, to the extent such transfer is feasible.

SECTION 5.05 AGREEMENT TERM AND NEGOTIATING EXTENSIONThis Agreement is entered into as of the date last executed by the parties and shall remain in full force and effect through June 30, 2024. If a party desires to negotiate a successor agreement, the party shall give notice of such desire not later than January 1st, 2024, and negotiations shall begin no later than March 15, 2024. The parties shall work in good faith to collectively bargain and reach agreement on a successor agreement prior to June 30, 2024. If the parties fail to provide notice of a desire to negotiate a successor Agreement, or fail to reach an agreement on a successor Agreement, then this Agreement shall be automatically extended until a successor agreement is entered into by the parties.

31

SECTION 5.06 IMPASSEIf the parties have exchanged no less than three proposals and counter proposals during the negotiation on a successor agreement (as contemplated in Section 5.05 hereof) and the parties agree that further exchanges would be futile, the parties may declare an impasse on any or all items under discussion.

If there is an impasse, the Union shall submit its proposal for consideration by the Olivette City Council. The council shall either approve the Union’s proposal or order further negotiations between the City and the Union. If the council approves the Union’s proposal, it shall become the successor agreement. If the council orders further negotiations, the City and Union shall submit to said direction and continue their efforts to reach a conclusion.

If further negotiations fail to resolve the impasse, the matter shall be submitted to a selected mediator from a list provided by the Federal Mediation and Conciliation Service (FMCS), whose fees shall be split evenly by the parties. The mediator shall hear the party’s positions and shall try to assist the parties in reaching agreement. If an agreement is reached, the agreed document shall be submitted to the council with the parties’ recommendations. Should agreement not be possible, the mediator shall reduce to writing his or her recommended resolution on any outstanding matter. The mediator’s recommendation shall be presented to the Olivette City Council, along with each parties’

final proposal.

If the council approves the mediator’s recommendation, or if the council approves either proposal, the approved document shall be submitted to the Union for acceptance or rejection. If the Union rejects the approved document, the parties will renew negotiations for a successor agreement not earlier than six months or later than one year following the Union’s rejection.

Date: ___________, 2021 By: ________________________________Barb Sondag, City Manager – City Of Olivette, MO 63132

Date:____________2021 By: ________________________________Steven Gantner, Shop Steward – City of Olivette Fire Dept. IAFF Local 2665

Date:____________2021 By: ________________________________Steve Carman, Fire Chief – City Of Olivette, MO 63132

Date:____________2021 By: ________________________________Kurt Becker, District Vice-President – IAFF Local 2665

Date: __________, 2021 By: ________________________________Paul Martin, City Attorney – City Of Olivette, MO 63132

Date: _________, 2021 By: ________________________________Jeff Proctor, Business Manager – IAFF Local 2665

32

EXHIBIT AGRIEVANCE FORM

This form is to be used in reporting a grievance pursuant to the Collective Bargaining Agreement between the City of Olivette and International Association of Fire Fighters.

Grievant(s) Name(s):_______________________________________________________________

Date of Filing this Form:____________________________________________________________

Article(s) and Section(s) of the Agreement allegedly violated: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Date of the Alleged Violation(s):______________________________________________________

Full and Complete List of any and all Actions Grieved: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Prior Actions Taken to Resolve this Issue: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Proposed Remedy: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Signed: __________________Employee:______________________________

Signed:___________________Union Official:__________________________

Date Delivered to Fire Chief: _______________________________________


Agenda Item: Bill 2950 - An ordinance making appropriations for current expenses of the city government of the City of Olivette, Missouri for the fiscal year July 1, 2021-June 30, 2022; adopting a certain budget; adopting a certain salary schedule - Second Reading and Public Hearing. Description: Attached is a proposed ordinance to adopt the operating budget for the City of Olivette for the fiscal year beginning July 1, 2021 and ending June 30, 2022. The proposed operating budget can be amended at any point by City Council prior to final adoption. Recommended Action: Second Reading Conduct Public Hearing Pass Bill 2950 as presented Attachments: Fiscal Year 2022 Budget Bill Fiscal Year 2022 Budget Summary (All Funds) Fiscal Year 2022 Operational Department Detail Fiscal Year 2022 Reserve Policy Analysis Fiscal Year 2022 Capital Item Detail Fiscal Year 2022 Salary Scales Notification of Publication of Public Hearing Submitted by: Darren Mann, CPA

DEPARTMENT HEAD

of 3 Pages

Bill No. 2950 Ordinance No. XXXX

AN ORDINANCE MAKING APPROPRIATIONS FOR CURRENT EXPENSES OF THE CITY GOVERNMENT OF THE CITY OF

OLIVETTE FOR THE FISCAL YEAR BEGINNING JULY 1, 2021; ADOPTING A CERTAIN BUDGET; AND ADOPTING A CERTAIN

SALARY SCHEDULE.

BE IT ORDAINED BY THE COUNCIL OF THE CITY OF OLIVETTE, ST. LOUIS COUNTY, MISSOURI, as follows: Section 1: Pursuant to the provisions of Section 5.2 (c) and 5.2(d) of the Charter of

the City of Olivette, Missouri there is hereby appropriated and set apart out of the municipal

revenues and General Fund Balance and other fund balances of the City of Olivette, the sum of

$14,890,327 for the support, maintenance and operations of the several departments, boards,

offices and other functions of the city government of the City of Olivette, Missouri for the fiscal

year commencing July 1, 2021 and ending June 30, 2022 as hereinafter set out:

FOR GENERAL OPERATIONS OF THE CITY OF OLIVETTE FROM THE GENERAL FUND

--For General Government Operations of the City of Olivette including the City Council, general administration, finance, communications, boards and commissions and elections

$ 970,850

--For operations of Public Safety functions including animal control, Fire Department, Police Department, and emergency medical services

$ 5,499,983

--For operations and functioning of the Community Center and public recreation

$ 698,646

--For operations and functioning of Public Services, including municipal property, inspections and planning, maintenance, and code enforcement

$ 1,411,757

--For miscellaneous expenses including general insurance and reserves $ 168,200 TOTAL---GENERAL FUND $ 8,749,436

FOR THE OPERATION AND FUNCTIONING OF THE CAPITAL IMPROVEMENT FUND, including street maintenance

$ 1,925,330

TRANSFERS FROM PUBLIC SAFETY, FIRE OPERATIONS, AND GRANT FUNDS

$ 919,450

FOR THE OPERATION AND FUNCTIONING OF THE LOCAL PARKS AND STORMWATER FUND, including park maintenance

$ 527,541

FOR THE OPERATIONS OF THE SALARIED EMPLOYEES PENSION FUND

$ 635,000

FOR THE EXTIGUISHING OF DEBT PRINCIPAL AND INTEREST $ 1,993,000FOR THE OPERATIONS AND FUNCTIONING OF THE TAX INCREMENTAL FINANCING DISTRICT

$ 8,230

FOR THE OPERATIONS AND FUNCTIONING OF THE SEWER LATERAL FUND

$ 132,340

Total Expenditures $ 14,890,327

of 3 Pages

Section 2: The detailed budget for the City of Olivette for the fiscal year

commencing July 1, 2021 and ending June 30, 2022 is attached as Exhibit A and incorporated by

reference in this Ordinance (the “2022 Budget”) is hereby adopted and approved. Said adoption

and approval extends to and includes the salary schedule for municipal employees of the Fire

Department and the Police Department and schedules for all other employees as contained in the

2021-22 Budget.

Section 3: The portions of this Ordinance shall be severable. In the event that any

portion of this Ordinance shall be found by a court of competent jurisdiction to be invalid, the

remaining portions are valid, unless the court finds the valid portions of this Ordinance are so

essential and inseparably connected with and dependent upon the void portion that it cannot be

presumed that the City Council would have enacted the valid portions without the invalid ones,

or unless the court finds that the valid portions standing alone are incomplete and are incapable

of being executed in accordance with the legislative intent.

Section 4: This Ordinance shall be in full force and effect from and after it passage

and approval as provided by law.

Passed and approved this 22nd day of June, 2021. MAYOR SIDNEY CLARK ATTEST: __________________________________________ DENISE MANDLE ACTING CITY CLERK

of 3 Pages

EXHIBIT A FISCAL YEAR 2021-22 BUDGET

Printed 6/16/2021

City of Olivette Updated 6/16/2021

FY 22 Budget Summary

General Fund 7,498,900 618,820 8,117,720 8,606,000 8,749,436 (143,436) 7,974,284Capital Imp 1,141,735 (205,269) 936,466 1,800,200 1,925,330 (125,130) 811,336Parks/Stmwtr 1,085,749 34,300 1,120,049 643,000 527,541 115,459 1,235,508Fire Operations 471,283 89,747 561,030 265,000 227,200 37,800 598,830Grants 0 0 0 25,000 25,000 0 0Public Safety 846,588 105,355 951,943 415,000 667,000 (252,000) 699,943Debt Svc & Const 1,446,411 16,282,966 17,729,377 1,710,000 11,853,000 (10,143,000) 7,586,377Pension 44,476 10,409 54,885 635,000 635,000 0 54,885Sewer Lateral 697,411 5,759 703,170 137,000 132,340 4,660 707,830Dielman NID 53,977 (556) 53,421 47,000 47,000 0 53,421North Price NID 120,622 3,753 124,375 94,000 93,000 1,000 125,375Gateway I-170 TIF 32,218 5,615 37,833 5,000 8,230 (3,230) 34,603Escrow Trust 0 0 0 250 250 0 0

13,439,370 16,950,899 30,390,269 14,382,450 24,890,327 (10,507,877) 19,882,392

Fund Balance

6/30/2020(audited)

FY 2022 Revenue

FY 2022 Expenditure

Projected Excess/(Deficit) FY2022

Fund Balance

Projected End of

FY 2022

Fund Balance

Projected 6/30/2021

Projected Excess/(Deficit) FY2021

General Fund

RevenuesSales Tax 2,597,000 2,976,099 115% 3,140,000 3,140,000 543,000 163,901Property Taxes 1,940,000 1,979,546 102% 2,005,000 2,005,000 65,000 25,454Utility Taxes 1,935,000 1,860,982 96% 1,895,000 1,895,000 -40,000 34,018Parks and Recreation 222,000 110,713 50% 142,000 142,000 -80,000 31,287Court 150,000 92,652 62% 133,000 133,000 -17,000 40,348Medical Transport Fees 220,000 240,177 109% 245,000 245,000 25,000 4,823Licenses 350,000 340,373 97% 342,500 342,500 -7,500 2,127Permits 204,600 241,943 118% 394,500 394,500 189,900 152,557Other Income 175,000 195,183 112% 200,000 200,000 25,000 4,817Investment Income 54,400 59,066 109% 22,000 22,000 -32,400 -37,066Transfers in 78,190 78,190 100% 87,000 87,000 8,810 8,810Revenues 7,926,190 8,174,924 103% 8,606,000 8,606,000 679,810 431,076

ExpendituresPolice Department 2,619,465 2,353,425 90% 2,712,566 2,749,806 130,341 396,381Fire Department 2,614,550 2,348,509 90% 2,748,003 2,750,177 135,627 401,668Community Center 185,900 135,900 73% 178,835 197,780 11,880 61,880Recreation 503,670 418,670 83% 444,993 444,916 -58,754 26,246NEW REC 0 0 0% 68,950 55,950 55,950 55,950Administration 194,400 194,400 100% 197,725 197,725 3,325 3,325Redevelopment 0 0 0% 0 0 0 0Legislative 129,030 129,030 100% 50,855 49,755 -79,275 -79,275Communications 36,500 36,500 100% 105,660 107,235 70,735 70,735Elections 6,000 6,000 100% 6,000 6,000 0 0Municipal Court 116,800 116,800 100% 119,190 129,890 13,090 13,090Legal 72,000 72,000 100% 72,000 72,000 0 0Finance Department 387,490 387,490 100% 400,845 408,245 20,755 20,755Planning & Comm. Devpmt 528,910 528,910 100% 725,007 700,307 171,397 171,397Municipal Property-General 279,470 279,470 100% 285,350 290,650 11,180 11,180Insurance 163,000 138,000 85% 170,000 168,200 5,200 30,200Refuse Collection 411,000 411,000 100% 417,800 420,800 9,800 9,800Expenditures Total 8,248,185 7,556,104 92% 8,703,779 8,749,436 501,251 1,193,332

CY (2021) Projected

on(6/16/21)FY 2022 City

Manager Budget

CY (2021) Budget (Ord 2704) + (Ord 2916)

FY22 vs. FY21 Budget vs. Actual

FY 2022 Department Head Budget Request

FY22 vs. FY21 Budget vs. Budget

Current Projected % of Budget

Capital Improvement FundRevenuesCapital Improvement Sales Tax 424,000 439,034 104% 450,000 450,000 26,000 10,966Bridge & Road Fund From County 290,000 292,923 101% 325,000 325,000 35,000 32,077Transfers 325,900 319,426 98% 525,200 525,200 199,300 205,774Debt Proceeds (from prop P xfer) 750,000 276,782 0% 500,000 500,000 -250,000 223,218Revenues 1,789,900 1,328,165 74% 1,800,200 1,800,200 10,300 472,035

ExpendituresFire Dept. Improvements 835,900 331,035 40% 615,200 615,200 -220,700 284,165Police Department 132,000 105,173 80% 246,000 246,000 114,000 140,827Street Department 600,800 600,800 100% 586,028 574,130 -26,670 -26,670Street Dept. Capital 210,000 210,000 100% 373,000 373,000 163,000 163,000Administration 0 4,250 0% 5,000 5,000 5,000 750North Price Rd - Ph I 0 0 0% 0 0 0 0Dielman Rd - South Ph I 0 0 0% 0 0 0 0Dielman Rd - North Ph II 200,000 174,176 87% 0 0 -200,000 -174,176Transfer To Pub Safety(DS Fire Truc 108,000 108,000 0% 112,000 112,000 4,000 4,000Expenditures 2,086,700 1,533,434 73% 1,937,228 1,925,330 -161,370 391,896

Stormwater/Parks Sales Tax Fund

RevenueSales Tax 504,000 500,500 99% 525,000 525,000 21,000 24,500OMCI 0 0 0% 118,000 118,000 118,000 118,000Revenue 504,000 500,500 99% 643,000 643,000 139,000 142,500

ExpendituresParks Maint 463,000 463,000 100% 461,392 490,541 27,541 27,541Capital Improvements 3,200 3,200 100% 37,000 37,000 33,800 33,800Expenditures 466,200 466,200 100% 498,392 527,541 61,341 61,341

Fire Operations Sales Tax

RevenueSales Tax 252,000 252,000 100% 265,000 265,000 13,000 13,000Revenue 252,000 252,000 100% 265,000 265,000 13,000 13,000

ExpendituresFire Department 0 0 0% 0 0 0 0Transfer to Capital Improvement 163,900 162,253 99% 227,200 227,200 63,300 64,947Expenditures 163,900 162,253 99% 227,200 227,200 63,300 64,947

Grants (City Match amounts are contained in their respective funds)Revenues 606,000 1,950,000 322% 750,000 25,000 -581,000 -1,925,000Expenditures 606,000 1,950,000 322% 750,000 25,000 -581,000 -1,925,000

0 0 0% 0 0 -1,162,000 -3,850,000

CY (2021) Budget (Ord 2704) + (Ord 2916)


CY (2021) Projected

on(6/16/21)FY22 vs. FY21

Budget vs. Budget Current Projected

% of Budget


FY 2022 City Manager Budget

Public Safety Sales Tax

RevenueSales Tax 355,000 401,000 113% 415,000 415,000 60,000 14,000Revenue 355,000 401,000 113% 415,000 415,000 60,000 14,000

ExpendituresOperational 0 0 0% 0 0 0 0Transfer to General Fund 21,690 21,690 100% 33,000 33,000 11,310 11,310Transfer Fr Cap Imp (DS Fire Truck) -108,000 -108,000 0% -112,000 -112,000 -4,000 -4,000Transfer to Capital Improvement 882,000 381,955 43% 746,000 746,000 -136,000 364,045Expenditures 795,690 295,645 37% 667,000 667,000 -128,690 371,355

Debt Service(2014GO, 2020GO) & Construction FundRevenueProperty Tax 1,618,000 1,593,250 98% 1,710,000 1,710,000 92,000 116,750Debt Proceeds (net) 16,100,000 16,479,716 0% 0 0 -16,100,000 -16,479,7163 17,718,000 18,072,966 102% 1,710,000 1,710,000 -16,008,000 -16,362,966

ExpendituresCity Center Facility Expenditures 0 0 0% 0 0 0 0Community Center Facility Exp 1,500,000 1,500,000 0% 10,000,000 10,000,000 8,500,000 8,500,000Debt Pmt and Fiscal Agent Fees 1,790,000 1,790,000 100% 1,853,000 1,853,000 63,000 63,000Expenditures 1,790,000 1,790,000 100% 11,853,000 11,853,000 63,000 63,000

Pension Fund

RevenueProperty Taxes 620,000 608,409 98% 635,000 635,000 15,000 26,591Revenue 620,000 608,409 98% 635,000 635,000 15,000 26,591ExpendituresMisc Professional Services 41,000 43,000 105% 50,000 50,000 9,000 7,000City Pension Plan Contributions 579,000 555,000 96% 585,000 585,000 6,000 30,000Expenditures 620,000 598,000 96% 635,000 635,000 15,000 37,000

Sewer Lateral Fund

Investment Income 2,000 2,000 100% 2,000 2,000 0 0Sewer Lateral Fees 135,000 136,099 101% 135,000 135,000 0 -1,099Revenue 137,000 138,099 101% 137,000 137,000 0 -1,099

Collection Fees - St Louis Co 1,340 1,340 100% 1,340 1,340 0 0Sewer Lateral Improvements 75,000 75,000 100% 75,000 75,000 0 0Transfers for Administrative Costs 56,000 56,000 100% 56,000 56,000 0 0Expenditures 132,340 132,340 100% 132,340 132,340 0 0



CY (2021) Budget (Ord 2704) + (Ord 2916)

CY (2021) Projected

on(6/16/21)Current Projected

% of Budget



Dielman NID

RevenueNID Assessments 47,000 45,307 96% 47,000 47,000 0 1,693Revenue 47,000 45,307 96% 47,000 47,000 0 1,693

ExpendituresDebt Pmt and Fiscal Agent Fees 47,000 45,863 98% 47,000 47,000 0 1,137Expenditures 47,000 45,863 98% 47,000 47,000 0 1,137

Gateway I-170 Special Allocation (TIF)

RevenuePILOTS (Property Tax Increment) 5,000 13,619 272% 5,000 5,000 0 -8,619EATS (Sales Tax Increment) 0 0 0% 0 0 0 0District Revenues 0 0 0% 0 0 0 0Revenue 5,000 13,619 272% 5,000 5,000 0 -8,619ExpendituresProfessional Services 7,956 8,004 101% 8,230 8,230 274 226Debt Service 0 0 0% 0 0 0 0Expenditures 7,956 8,004 101% 8,230 8,230 274 226

North Price NID

RevenueNID Assessments 94,000 93,984 100% 94,000 94,000 0 16Revenue 94,000 93,984 100% 94,000 94,000 0 16

ExpendituresDebt Pmt and Fiscal Agent Fees 92,500 90,231 98% 93,000 93,000 500 2,769Expenditures 92,500 90,231 98% 93,000 93,000 500 2,769

Escrow Trust Fund

Investment Income 250 250 100% 250 250 0 0

Transfer of Interest 250 250 100% 250 250 0 0



CY (2021) Budget (Ord 2704) + (Ord 2916)

CY (2021) Projected

on(6/16/21)Current Projected

% of Budget



Account

FY20 Actual FY21 Budget FY22 Dept FY22 CM

Expenses5000 - Expenses FTE Count 23 23 23 23

5100 - Personnel Costs5105 - Salaries $1,716,787 $1,766,000 $1,773,000 $1,812,0005110 - Holiday Pay $12,008 $15,000 $15,000 $15,0005125 - Overtime $32,240 $30,000 $36,000 $36,0005130 - Court Appearance $8,683 $5,000 $9,000 $9,0005135 - FICA $129,361 $139,100 $140,300 $143,3005140 - State Unemployment $98 $0 $0 $05240 - Workmens Comp $58,321 $74,200 $89,000 $80,0005245 - Group Health & Liability $240,859 $237,100 $271,500 $271,5005255 - Life & Long Term Disability $240,859 $11,000 $11,000 $11,000

Total - 5100 - Personnel Costs $2,439,216 $2,277,400 $2,344,800 $2,377,8005200 - Other Personnel Costs

5205 - Tuition Reimbursement $2,404 $0 $9,000 $7,2005220 - Clothing Allowance $12,916 $16,000 $24,310 $24,3105230 - Travel & Training $14,035 $15,410 $20,510 $18,0355270 - Medical Expenses $4,316 $4,335 $2,250 $2,2505275 - Association Dues $5,495 $5,875 $5,915 $5,915

Total - 5200 - Other Personnel Costs $39,166 $41,620 $61,985 $57,7105300 - Outside Services

5305 - Professional Services5355 - Misc. Professional Services $3,991 $4,370 $10,921 $8,001

Total - 5305 - Professional Services $3,991 $4,370 $10,921 $8,0015400 - Repairs & Maintenance

5420 - Equipment Repair $390 $1,400 $1,400 $1,4005425 - Copier Expenses $3,464 $3,300 $4,600 $4,6005430 - Computer Repairs & Maint. $52,899 $54,760 $54,145 $54,1455435 - Auto Repair $17,377 $10,000 $10,000 $10,0005455 - Radio Repair $0 $370 $2,810 $2,810

Total - 5400 - Repairs & Maintenance $74,130 $69,830 $72,955 $72,9555500 - Information Technology

5515 - Software Support & Maintenance $7,675 $12,070 $15,390 $10,0605520 - Regis Com & Cont $41,185 $39,535 $41,435 $41,435

Total - 5500 - Information Technology $48,860 $51,605 $56,825 $51,495Total - 5300 - Outside Services $126,981 $125,805 $140,701 $132,4516000 - Contract Services

6105 - Postage $57 $150 $150 $1506110 - Notices & Advertising $0 $0 $700 $7006115 - Printing $1,470 $1,040 $1,280 $1,2806135 - Telephone $8,609 $14,100 $14,700 $14,7006200 - Other Contract Services

6260 - Contracted Programs $106,437 $105,000 $111,000 $111,0006270 - Prisoner Housing Contract $1,779 $2,265 $2,080 $2,0806280 - Car Wash $1,188 $1,190 $1,190 $1,1906285 - Misc.Contract Serv. $514 $290 $1,040 $1,640

Total - 6200 - Other Contract Services $109,918 $108,745 $115,310 $115,910Total - 6000 - Contract Services $120,054 $124,035 $132,140 $132,740

Police Department

Account

FY20 Actual FY21 Budget FY22 Dept FY22 CM7000 - Commodities

7005 - Office Supplies $2,221 $2,830 $2,500 $2,5007055 - Institutional Supplies $3,178 $7,175 $6,305 $5,3557070 - Police Supplies $11,862 $10,665 $14,885 $13,0007085 - Signage $305 $75 $0 $07090 - Gas & Oil $20,847 $17,500 $0 $19,0007095 - Auto Accessories $72 $0 $0 $07100 - Ammunition $2,407 $7,120 $7,300 $7,3007110 - Uniform Accessories $1,952 $4,640 $750 $7507120 - Photo Supplies $0 $0 $390 $3907125 - Medical Supplies $182 $0 $810 $810

Total - 7000 - Commodities $43,026 $50,005 $32,940 $49,105Total - 5000 - Expenses $2,768,443 $2,618,865 $2,712,566 $2,749,806

Police Department (Cont)

Account

FY20 Actual FY21 Budget FY22 Dept FY22 CMExpenses5000 - Expenses FTE Count 23.5 23.5 23.5 23.55100 - Personnel Costs

5105 - Salaries $1,666,517 $1,730,000 $1,781,900 $1,814,0005110 - Holiday Pay $17,905 $17,000 $17,510 $18,6005125 - Overtime $39,008 $53,000 $51,000 $51,0005135 - FICA $126,005 $137,500 $141,625 $144,0005140 - State Unemployment $35 $0 $0 $05240 - Workmens Comp $131,726 $167,500 $201,000 $180,6005245 - Group Health & Liability $225,003 $247,000 $266,700 $259,8005255 - Life & Long Term Disability $8,423 $11,000 $11,000 $11,000

Total - 5100 - Personnel Costs $2,214,622 $2,363,000 $2,470,735 $2,479,0005200 - Other Personnel Costs

5205 - Tuition Reimbursement $0 $2,700 $3,600 $3,6005220 - Clothing Allowance $10,964 $15,350 $15,350 $15,3505230 - Travel & Training $10,917 $27,700 $27,650 $24,6505270 - Medical Expenses $4,841 $14,055 $14,055 $13,0255275 - Association Dues $1,955 $2,465 $1,955 $1,955

Total - 5200 - Other Personnel Costs $28,677 $62,270 $62,610 $58,5805300 - Outside Services5305 - Professional Services

5355 - Misc. Professional Services $1,640 $1,800 $1,800 $1,800Total - 5305 - Professional Services $1,640 $1,800 $1,800 $1,8005400 - Repairs & Maintenance

5405 - Bldg. Repair & Maintenance $1,830 $2,500 $3,100 $2,4005420 - Equipment Repair $11,001 $17,804 $14,860 $12,7805425 - Copier Expenses $668 $600 $700 $7005430 - Computer Repairs & Maint. $24,768 $20,900 $27,563 $29,3655435 - Auto Repair $190 $1,600 $1,600 $1,6005440 - Truck Repair $14,798 $23,750 $13,000 $13,0005455 - Radio Repair $0 $1,335 $2,287 $2,287


5515 - Software Support & Maintenance $7,662 $7,872 $10,357 $10,6055520 - Regis Com & Cont $578 $650 $650 $650


6105 - Postage $0 $100 $100 $1006110 - Notices & Advertising $0 $500 $500 $5006115 - Printing $76 $650 $650 $6506135 - Telephone $11,318 $9,740 $9,800 $11,2606200 - Other Contract Services

6260 - Contracted Programs $54,020 $55,000 $57,000 $57,0006275 - Reception $96 $300 $300 $3006280 - Car Wash $0 $400 $400 $4006285 - Misc.Contract Serv. $12,644 $15,225 $15,225 $15,2256310 - Rental, Linen/Equipment $153 $1,000 $1,000 $600


Fire Department

Account


6425 - Awards & Gifts $385 $750 $750 $7507005 - Office Supplies $539 $1,300 $1,300 $1,3007010 - Maps & Publications $73 $150 $150 $1507015 - Books/Publications` $7,213 $6,691 $6,691 $6,7007020 - Building Maintenance Supplies $10,832 $200 $600 $6007055 - Institutional Supplies $337 $500 $500 $3007090 - Gas & Oil $8,013 $8,000 $8,000 $8,0007105 - Fire Fighting Supplies $16,919 $14,055 $14,375 $14,3757110 - Uniform Accessories $14 $0 $0 $07125 - Medical Supplies $17,742 $17,700 $19,900 $17,7007150 - Miscellaneous Commodities $1,500 $1,500 $1,500 $1,500

Total - 7000 - Commodities $63,567 $50,846 $53,766 $51,375Total - 5000 - Expenses $2,448,308 $2,637,842 $2,748,003 $2,750,177

Fire Department (cont)

Account FY20 Actual FY21 Budget FY22 Dept FY22 CM

Expenses5000 - Expenses FTE Count 2.5 2.5 2.5 2.5

5100 - Personnel Costs5105 - Salaries $69,451 $84,000 $68,000 $86,0005115 - Extra Help $4,558 $13,222 $8,100 $8,1005125 - Overtime $411 $2,000 $500 $5005135 - FICA $5,631 $6,600 $5,500 $6,7005140 - State Unemployment $65 $0 $0 $05240 - Workmens Comp $1,810 $2,000 $2,800 $2,5005245 - Group Health & Liability $3,255 $0 $15,900 $15,9005255 - Life & Long Term Disability $410 $1,000 $1,000 $1,000

Total - 5100 - Personnel Costs $85,591 $108,822 $101,800 $120,7005200 - Other Personnel Costs

5220 - Clothing Allowance $135 $200 $180 $1805230 - Travel & Training $0 $350 $850 $8505270 - Medical Expenses $0 $150 $100 $100

Total - 5200 - Other Personnel Costs $135 $700 $1,130 $1,1305300 - Outside Services

5355 - Professional Services $0 $0 $0 $1005400 - Repairs & Maintenance

5405 - Bldg. Repair & Maintenance $15,457 $10,250 $8,974 $8,9755420 - Equipment Repair $0 $1,000 $1,000 $1,0005425 - Copier Expenses $1,967 $2,000 $2,056 $2,0005430 - Computer Repairs & Maint. $5,897 $7,000 $6,300 $6,300

Total - 5400 - Repairs & Maintenance $23,321 $20,250 $18,330 $18,375Total - 5300 - Outside Services $23,321 $20,250 $18,330 $18,3756000 - Contract Services

6105 - Postage $68 $150 $50 $506110 - Notices & Advertising $0 $0 $0 $06120 - Electricity $16,569 $18,000 $18,000 $18,0006125 - Natural Gas $7,537 $8,000 $8,000 $8,0006130 - Water $1,786 $2,000 $2,000 $2,0006135 - Telephone $2,293 $2,600 $2,400 $2,4006140 - Sewer $1,814 $1,900 $1,900 $1,9006200 - Other Contract Services

6265 - CARE Report - Youth Ath/Camps $0 $0 $0 $06285 - Misc.Contract Serv. $15,540 $20,250 $18,750 $18,7506310 - Rental, Linen/Equipment $282 $800 $500 $500

Total - 6200 - Other Contract Services $15,822 $21,050 $19,250 $19,250Total - 6000 - Contract Services $45,889 $53,700 $51,600 $51,6007000 - Commodities

7005 - Office Supplies $438 $300 $300 $3007020 - Building Maintenance Supplies $5,348 $5,000 $3,500 $3,5007045 - Painting Supplies $660 $800 $200 $2007050 - Hard. & Small Tools $879 $550 $225 $2257055 - Institutional Supplies $1,542 $4,050 $1,600 $1,6007110 - Uniform Accessories $99 $150 $150 $150

Total - 7000 - Commodities $8,966 $10,850 $5,975 $5,975Total - 5000 - Expenses $163,902 $194,322 $178,835 $197,780

Community Center



5100 - Personnel Costs5105 - Salaries $154,194 $194,000 $204,000 $205,0005115 - Extra Help $49,133 $68,438 $50,000 $50,0005125 - Overtime $781 $2,000 $2,000 $2,0005135 - FICA $14,925 $20,400 $19,600 $19,7005140 - State Unemployment $77 $0 $0 $05240 - Workmens Comp $7,441 $8,200 $11,400 $10,2005245 - Group Health & Liability $25,128 $36,500 $33,300 $33,3005255 - Life & Long Term Disability $687 $1,000 $1,000 $1,000


5220 - Clothing Allowance $135 $200 $180 $1805230 - Travel & Training $3,931 $4,835 $7,275 $7,2855270 - Medical Expenses $0 $300 $150 $1505275 - Association Dues $650 $1,435 $330 $330


5305 - Professional Services5355 - Misc. Professional Services $77 $3,500 $0 $0

Total - 5305 - Professional Services $77 $3,500 $0 $05400 - Repairs & Maintenance

5425 - Copier Expenses $3,288 $3,362 $3,675 $3,6755430 - Computer Repairs & Maint. $9,322 $5,576 $7,161 $7,161


5515 - Software Support & Maintenance $13,469 $7,787 $9,178 $9,190Total - 5500 - Information Technology $13,469 $7,787 $9,178 $9,190

Total - 5300 - Outside Services $26,156 $20,225 $20,014 $20,0266000 - Contract Services

6105 - Postage $3,518 $5,639 $5,399 $5,4006110 - Notices & Advertising $629 $250 $250 $2506115 - Printing $9,482 $9,950 $8,050 $8,0506135 - Telephone $2,134 $1,900 $1,800 $1,8006200 - Other Contract Services

6260 - Contracted Programs $28,436 $45,290 $21,000 $21,0006265 - CARE Report - Youth Ath/Camps $4,807 $10,880 $10,880 $10,8806285 - Misc.Contract Serv. $1,431 $3,000 $0 $06290 - Administrative Bank Charges $0 $0 $5,500 $5,5006405 - Contracts-Adult Prog/Athl/Tour $176 $5,000 $2,000 $2,0006410 - Contracts - Special Events $7,809 $14,225 $12,875 $12,8756430 - Supplemental Rent $0 $4,800 $4,800 $4,8006435 - Recreation Summer Program $14,936 $12,500 $6,000 $6,000


Recreation


Recreation

7000 - Commodities6415 - Equipment - Youth Athl/Camps $1,603 $3,276 $0 $06420 - Equip - Adult Prog/Athl/Tourn $303 $900 $0 $06425 - Awards & Gifts $410 $250 $0 $06440 - Grounds Maintenance Supplies $2,396 $1,690 $1,690 $1,6907005 - Office Supplies $2,115 $1,620 $1,250 $1,2507055 - Institutional Supplies $0 $0 $0 $07060 - Supplies - Special Events $2,931 $4,648 $500 $5007065 - Supplies - Youth Prog/Day Camp $10,688 $10,000 $5,850 $5,8507110 - Uniform Accessories $12,916 $7,920 $6,600 $6,6007115 - Shirts - Youth Prog/Day Camps $711 $2,400 $1,300 $1,300


Account NEW REC FY22 Dept FY22 CMExpenses5000 - Expenses FTE Count 0.5 0.55100 - Personnel Costs

5105 - Salaries $26,000 $26,0005115 - Extra Help $0 $05125 - Overtime $0 $05135 - FICA $2,000 $2,0005140 - State Unemployment $0 $05240 - Workmens Comp $0 $05245 - Group Health & Liability $5,000 $5,0005255 - Life & Long Term Disability $200 $200

Total - 5100 - Personnel Costs $33,200 $33,2005200 - Other Personnel Costs

5220 - Clothing Allowance $0 $05230 - Travel & Training $0 $05270 - Medical Expenses $0 $05275 - Association Dues $0 $0

Total - 5200 - Other Personnel Costs $0 $05300 - Outside Services5305 - Professional Services

5355 - Misc. Professional Services $33,500 $20,500Total - 5305 - Professional Services $33,500 $20,5005400 - Repairs & Maintenance

5425 - Copier Expenses $0 $05430 - Computer Repairs & Maint. $0 $0

Total - 5400 - Repairs & Maintenance $0 $05500 - Information Technology

5515 - Software Support & Maintenance $2,000 $2,000Total - 5500 - Information Technology $2,000 $2,000

Total - 5300 - Outside Services $35,500 $22,5006000 - Contract Services

6105 - Postage $0 $06110 - Notices & Advertising $250 $2506115 - Printing $0 $06135 - Telephone $0 $06200 - Other Contract Services

6260 - Contracted Programs $0 $06265 - CARE Report - Youth Ath/Camps $0 $06285 - Misc.Contract Serv. $0 $06405 - Contracts-Adult Prog/Athl/Tour $0 $06410 - Contracts - Special Events $0 $06430 - Supplemental Rent $0 $06435 - Recreation Summer Program $0 $0

Total - 6200 - Other Contract Services $0 $0Total - 6000 - Contract Services $250 $250

Account NEW REC FY22 Dept FY22 CM

7000 - Commodities6415 - Equipment - Youth Athl/Camps $0 $06420 - Equip - Adult Prog/Athl/Tourn $0 $06425 - Awards & Gifts $0 $06440 - Grounds Maintenance Supplies $0 $07005 - Office Supplies $0 $07055 - Institutional Supplies $0 $07060 - Supplies - Special Events $0 $07065 - Supplies - Youth Prog/Day Camp $0 $07110 - Uniform Accessories $0 $07115 - Shirts - Youth Prog/Day Camps $0 $0

Total - 7000 - Commodities $0 $0Total - 5000 - Expenses $68,950 $55,950



5100 - Personnel Costs5105 - Salaries $146,316 $152,000 $157,000 $157,0005135 - FICA $9,240 $11,400 $12,100 $12,1005140 - State Unemployment $0 $0 $0 $05240 - Workmens Comp $402 $400 $700 $7005245 - Group Health & Liability $10,593 $10,900 $11,900 $11,9005255 - Life & Long Term Disability $582 $1,000 $1,000 $1,000


5210 - Employee Allowances $3,339 $4,200 $4,200 $4,2005230 - Travel & Training $2,764 $2,715 $1,710 $1,7105275 - Association Dues $1,575 $1,600 $1,610 $1,610


5305 - Professional Services5355 - Misc. Professional Services $310 $310 $310 $310

Total - 5305 - Professional Services $310 $310 $310 $3105400 - Repairs & Maintenance

5425 - Copier Expenses $408 $500 $600 $6005430 - Computer Repairs & Maint. $2,764 $3,650 $1,300 $1,300


6135 - Telephone $1,338 $1,800 $1,200 $1,2006200 - Other Contract Services

6275 - Reception $878 $2,100 $2,100 $2,100Total - 6200 - Other Contract Services $878 $2,100 $2,100 $2,100

Total - 6000 - Contract Services $2,216 $3,900 $3,300 $3,3007000 - Commodities

6425 - Awards & Gifts $13 $300 $500 $5007005 - Office Supplies $246 $330 $300 $3007015 - Books/Publications` $295 $495 $495 $4957090 - Gas & Oil $416 $700 $700 $700

Total - 7000 - Commodities $970 $1,825 $1,995 $1,995Total - 5000 - Expenses $181,479 $194,400 $197,725 $197,725

Administrative

Account


Expenses5000 - Expenses FTE Count 1 1 Council Council

5100 - Personnel Costs5105 - Salaries $67,827 $77,000 $18,000 $18,0005135 - FICA $5,086 $5,900 $1,400 $1,4005140 - State Unemployment $19 $0 $0 $05240 - Workmens Comp $0 $400 $0 $05245 - Group Health & Liability $0 $6,000 $0 $05255 - Life & Long Term Disability $0 $1,000 $0 $0


5230 - Travel & Training $1,206 $4,505 $3,575 $3,0755275 - Association Dues $5,752 $6,310 $5,880 $5,880


5305 - Professional Services5305 - Professional Services $0 $0 $10,000 $10,0005355 - Misc. Professional Services $38 $550 $550 $550

Total - 5305 - Professional Services $38 $550 $10,550 $10,5505400 - Repairs & Maintenance

5425 - Copier Expenses $911 $1,000 $1,100 $1,1005430 - Computer Repairs & Maint. $3,226 $13,515 $2,500 $2,500


6110 - Notices & Advertising $28 $150 $150 $1506115 - Printing $327 $1,850 $1,850 $1,2506135 - Telephone $649 $900 $900 $9006200 - Other Contract Services

6275 - Reception $4,106 $3,800 $2,800 $2,800Total - 6200 - Other Contract Services $4,106 $3,800 $2,800 $2,800


6425 - Awards & Gifts $23,678 $4,750 $750 $7507005 - Office Supplies $3,383 $1,400 $1,400 $1,4007015 - Books/Publications` $0 $0 $0 $0


Legislative

Account FY20 Actual FY21 Budget FY22 Dept FY22 Budget


5105 - Salaries $60,000 $69,0005135 - FICA $4,600 $5,3005140 - State Unemployment $0 $05240 - Workmens Comp $600 $7005245 - Group Health & Liability $6,200 $6,2005255 - Life & Long Term Disability $1,000 $1,000

Total - 5100 - Personnel Costs $72,400 $82,2005200 - Other Personnel Costs

5230 - Travel & Training $1,500 $1,5005275 - Association Dues $0 $0

Total - 5200 - Other Personnel Costs $1,500 $1,5005305 - Professional Services

5335 - Public Relations/Publicity Ser $300 $1,000 $500 $5005340 - Codification of Ordinance $4,285 $4,695 $4,695 $4,6955355 - Misc. Professional Services $38 $2,500 $5,000 $5,000

Total - 5305 - Professional Services $4,623 $8,195 $10,195 $10,1955500 - Information Technology

5510 - Web Site Design/Maintenance $3,500 $6,175 $3,675 $4,0005515 - Software Support & Maintenance $2,486 $6,400 $2,190 $2,940


6105 - Postage $1,235 $5,000 $5,000 $5,0006115 - Printing $9,459 $10,000 $10,000 $10,000


7005 - Office Supplies $1,260 $700 $700 $1,200Total - 7000 - Commodities $1,260 $700 $700 $1,200

Total - 5000 - Expenses $22,563 $36,470 $105,660 $117,035

Communications

Account Justification FY21 Budget FY22 Dept Line # FY22 Budget

Expenses5000 - Expenses FTE Count 0 0 0

6000 - Contract Services6110 - Notices & Advertising $0 $0 $0

$0 $0 1 $02

6200 - Other Contract Services6285 - Misc.Contract Serv. $6,000 $6,000 $6,000

$6,000 $6,000 1 $6,0002

Total - 6200 - Other Contract Services $6,000 $6,000 $6,000Total - 6000 - Contract Services $6,000 $6,000 $6,000

Total - 5000 - Expenses $6,000 $6,000 $6,000

Elections


Expenses5000 - Expenses FTE Count 1.5 1 1 1.5

5100 - Personnel Costs5105 - Salaries $66,700 $57,000 $59,000 $69,0005135 - FICA $4,769 $5,200 $4,600 $5,3005140 - State Unemployment $3 $0 $0 $05240 - Workmens Comp $503 $400 $700 $7005245 - Group Health & Liability $10,375 $10,500 $11,400 $11,4005255 - Life & Long Term Disability $297 $500 $500 $500


5230 - Travel & Training $50 $1,375 $1,325 $1,3255275 - Association Dues $100 $200 $100 $100

Total - 5200 - Other Personnel Costs $150 $1,575 $1,425 $1,4255300 - Outside Services

5305 - Professional Services5325 - Municipal Court Legal Services $19,000 $25,000 $25,000 $25,0005355 - Misc. Professional Services $0 $1,000 $100 $100


5425 - Copier Expenses $313 $800 $1,200 $1,2005430 - Computer Repairs & Maint. $6,677 $3,625 $5,200 $5,200


5520 - Regis Com & Cont $5,312 $7,800 $7,715 $7,715Total - 5500 - Information Technology $5,312 $7,800 $7,715 $7,715


6115 - Printing $344 $500 $250 $2506135 - Telephone $1,564 $1,600 $1,500 $1,5006200 - Other Contract Services

6270 - Prisoner Housing Contract $60 $900 $200 $200Total - 6200 - Other Contract Services $60 $900 $200 $200


7005 - Office Supplies $2,063 $400 $400 $400Total - 7000 - Commodities $2,063 $400 $400 $400

Total - 5000 - Expenses $118,130 $116,800 $119,190 $129,890

Court

Account Justification

FY20 Actual FY21 Budget FY22 Budget Line # CMExpenses5000 - Expenses FTE Count 0 0 0 05300 - Outside Services5305 - Professional Services

5320 - Legal Services $41,380 $54,000 $54,000 $54,000$40,000 $50,000 1 50,000 $14,000 $4,000 2 4,000

35325 - Municipal Court Legal Services $12,069 $18,000 $18,000 $18,000

$18,000 $18,000 1 18,000 2

Total - 5305 - Professional Services $53,449 $72,000 $72,000 $72,000Total - 5300 - Outside Services $53,449 $72,000 $72,000 $72,000

Total - 5000 - Expenses $53,449 $72,000 $72,000 $72,000

Legal

Account

FY20 Actual FY21 Budget FY22 Budget FY22 CM


5100 - Personnel Costs5105 - Salaries $206,875 $213,000 $223,000 $230,0005135 - FICA $14,524 $16,200 $17,100 $17,6005140 - State Unemployment $0 $0 $0 $05240 - Workmens Comp $704 $800 $1,100 $1,0005245 - Group Health & Liability $30,452 $31,000 $33,700 $33,7005255 - Life & Long Term Disability $1,144 $2,000 $2,000 $2,000


5215 - Payroll Services $17,834 $17,400 $17,350 $17,3505230 - Travel & Training $344 $1,650 $1,650 $1,6505275 - Association Dues $1,885 $1,890 $1,945 $1,945


5305 - Professional Services5310 - Audit $17,400 $20,000 $23,300 $23,300


5425 - Copier Expenses $1,757 $1,100 $1,300 $1,3005430 - Computer Repairs & Maint. $14,101 $12,765 $14,100 $14,100


5515 - Software Support & Maintenance $43,277 $17,960 $25,250 $25,250Total - 5500 - Information Technology $43,277 $17,960 $25,250 $25,250


6105 - Postage $4,523 $3,500 $4,650 $4,6506110 - Notices & Advertising $115 $175 $150 $1506115 - Printing $614 $750 $650 $6506135 - Telephone $5,623 $5,100 $4,600 $4,6006200 - Other Contract Services

6285 - Misc.Contract Serv. $0 $0 $0 $06290 - Administrative Bank Charges $7,184 $10,200 $1,500 $1,5006295 - Admin. Cty Coll PP/Auto $24,991 $30,000 $26,000 $26,000

Total - 6200 - Other Contract Services $32,175 $40,200 $27,500 $27,500Total - 6000 - Contract Services $43,050 $49,725 $37,550 $37,5507000 - Commodities

7005 - Office Supplies $2,455 $2,000 $1,500 $1,500Total - 7000 - Commodities $2,455 $2,000 $1,500 $1,500

Total - 5000 - Expenses $395,802 $387,490 $400,845 $408,245

Finance

Account



5100 - Personnel Costs5105 - Salaries $310,563 $319,000 $370,200 $352,0005125 - Overtime $0 $0 $200 $2005135 - FICA $23,027 $24,500 $28,400 $27,0005140 - State Unemployment $20 $0 $0 $05240 - Workmens Comp $10,357 $11,400 $15,900 $15,9005245 - Group Health & Liability $49,042 $52,500 $82,800 $80,6005255 - Life & Long Term Disability $1,530 $3,000 $3,000 $3,000


5220 - Clothing Allowance $825 $1,200 $1,200 $1,2005230 - Travel & Training $4,369 $7,655 $4,875 $4,8755270 - Medical Expenses $100 $0 $0 $05275 - Association Dues $1,250 $1,770 $2,770 $2,770


5305 - Professional Services5305 - Professional Services $0 $30,000 $130,000 $130,0005315 - Architectural & Engineer Svc $20,748 $15,250 $10,000 $10,0005355 - Misc. Professional Services $1,800 $9,500 $9,500 $6,500


5425 - Copier Expenses $1,914 $2,000 $2,300 $2,3005430 - Computer Repairs & Maint. $16,414 $13,044 $16,200 $16,2005435 - Auto Repair $604 $600 $600 $600


5515 - Software Support & Maintenance $57,861 $17,960 $32,952 $32,9525520 - Regis Com & Cont $5,500 $2,000 $0 $0


6105 - Postage $110 $0 $0 $06110 - Notices & Advertising $421 $750 $750 $7506115 - Printing $1,256 $2,740 $2,090 $2,0906135 - Telephone $4,833 $7,740 $7,600 $4,7006200 - Other Contract Services

6280 - Car Wash $0 $220 $0 $0Total - 6200 - Other Contract Services $0 $220 $0 $0

Total - 6000 - Contract Services $6,620 $11,450 $10,440 $7,540

Planning &Community Development

Account


7005 - Office Supplies $841 $1,000 $1,000 $1,0007010 - Maps & Publications $262 $370 $370 $3707015 - Books/Publications` $686 $800 $800 $8007050 - Hard. & Small Tools $183 $300 $300 $3007090 - Gas & Oil $2,017 $3,000 $0 $3,0007095 - Auto Accessories $1,333 $1,061 $1,200 $1,200


Planning &Community Development

Account



5100 - Personnel Costs5105 - Salaries $92,432 $94,000 $95,000 $98,0005125 - Overtime $826 $0 $0 $05135 - FICA $6,661 $7,200 $7,300 $7,5005140 - State Unemployment $2- $0 $0 $05240 - Workmens Comp $2,313 $2,600 $3,600 $3,2005245 - Group Health & Liability $20,574 $21,600 $23,300 $23,3005255 - Life & Long Term Disability $512 $1,000 $1,000 $1,000


5220 - Clothing Allowance $933 $620 $650 $650Total - 5200 - Other Personnel Costs $933 $620 $650 $6505300 - Outside Services

5400 - Repairs & Maintenance5405 - Bldg. Repair & Maintenance $81,810 $66,670 $71,900 $71,9005430 - Computer Repairs & Maint. $4,685 $2,500 $0 $2,5005450 - Misc. Repair & Maintenance $182 $0 $0 $0


6120 - Electricity $47,139 $51,000 $51,000 $51,0006125 - Natural Gas $7,160 $8,250 $7,800 $7,8006130 - Water $6,761 $5,600 $5,800 $5,8006135 - Telephone $0 $600 $500 $5006140 - Sewer $5,452 $5,600 $5,500 $5,5006285 - Misc.Contract Serv. $3,000 $3,000 $3,000 $3,000


7020 - Building Maintenance Supplies $17,527 $9,200 $9,000 $9,000Total - 7000 - Commodities $17,527 $9,200 $9,000 $9,000

Total - 5000 - Expenses $297,965 $279,440 $285,350 $290,650

Municipal Property

Account Justification FY20 Actual FY21 Budget FY22 Budget Line # FY22 CM

5000 - Expenses FTE Count 0 0 0 06000 - Contract Services

6200 - Other Contract Services6205 - General, Police, and Auto Liability $75,292 $90,000 $86,000 $86,000

$75,292 $78,142 1 $78,145$14,708 $7,814 2 $7,815

$44 3 $4045

6210 - Public Officials Liability $12,924 $14,000 $18,700 $17,500$1,111 $5,150 1 $5,150

$12,286 $13,515 2 $12,300$603 $35 3 $50

45

6215 - Fiduciary Ins $2,646 $3,000 $5,100 $5,100$2,646 $4,614 1 $4,615

$354 $461 2 $460$25 3 $25

45

6220 - Blanket Liability Policy $50,794 $56,000 $59,700 $59,600$50,794 $54,193 1 $54,195$5,206 $5,419 2 $5,420

$88 3 $15-4

5245 - INCORRECT CODING $2,096 5Total - 6200 - Other Contract Services $143,752 $163,000 $169,501 $168,200

Total - 6000 - Contract Services $143,752 $163,000 $169,501 $168,200Total - 5000 - Expenses $143,752 $163,000 $169,501 $168,200

Insurance

Account Justification FY20 Actual FY21 BudgetFY22 Budget Line # FY22 CMExpenses5000 - Expenses FTE Count 0 0 0 06000 - Contract Services6200 - Other Contract Services

6235 - Refuse Collect. Cont. $307,107 $319,000 $325,800 $325,800$305,400 $316,320 1 $316,320

$9,600 $9,480 2 $9,480$4,000 3

6305 - Leaf collection $88,069 $92,000 $92,000 $95,000$92,000 $92,000 1 $95,000

23


Total - 5000 - Expenses $395,176 $411,000 $417,800 $420,800

Refuse

Account



5100 - Personnel Costs5105 - Salaries $267,037 $275,000 $278,000 $289,0005115 - Extra Help $17,154 $10,000 $10,000 $05125 - Overtime $4,206 $3,000 $6,000 $6,0005135 - FICA $18,227 $21,500 $21,700 $22,6005140 - State Unemployment $0 $0 $0 $05240 - Workmens Comp $19,306 $24,600 $29,500 $26,5005245 - Group Health & Liability $52,073 $56,100 $59,100 $57,6005255 - Life & Long Term Disability $1,158 $3,000 $3,000 $3,000


5220 - Clothing Allowance $1,399 $2,100 $2,100 $2,1005230 - Travel & Training $1,611 $1,810 $1,655 $1,6555270 - Medical Expenses $43 $0 $300 $3005275 - Association Dues $370 $375 $375 $375


5305 - Professional Services5315 - Architectural & Engineer Svc $250 $10,000 $13,000 $13,0005355 - Misc. Professional Services $182 $1,000 $500 $500

Total - 5305 - Professional Services $432 $11,000 $13,500 $13,5005400 - Repairs & Maintenance

5415 - Street and ROW Maintenance $34,174 $38,550 $29,800 $20,8005420 - Equipment Repair $1,720 $4,500 $3,000 $3,0005430 - Computer Repairs & Maint. $5,982 $9,495 $9,200 $9,2005440 - Truck Repair $6,942 $8,000 $8,000 $8,000


6110 - Notices & Advertising $0 $750 $300 $06121 - Lighting $31,040 $31,500 $33,800 $33,8006135 - Telephone $6,628 $3,820 $3,498 $3,5006200 - Other Contract Services

6310 - Rental, Linen/Equipment $2,330 $4,000 $4,000 $4,000Total - 6200 - Other Contract Services $2,330 $4,000 $4,000 $4,000

Total - 6000 - Contract Services $39,998 $40,070 $41,598 $41,300

Streets Maintenance

Account


7000 - Commodities7005 - Office Supplies $348 $400 $400 $4007050 - Hard. & Small Tools $1,064 $2,500 $2,500 $2,5007055 - Institutional Supplies $710 $1,000 $1,000 $1,0007075 - Snow Removal Supplies $558 $48,050 $25,200 $25,2007080 - Maintenance Materials $20,253 $25,000 $25,000 $25,0007085 - Signage $1,430 $3,000 $3,000 $3,0007090 - Gas & Oil $7,128 $9,000 $9,000 $9,0007095 - Auto Accessories $1,934 $3,000 $3,000 $3,0007125 - Medical Supplies $0 $350 $100 $100


Streets Maintenance

Account

FY20 Actual FY21 Dept FY22 Dept FY22 CM


5100 - Personnel Costs5105 - Salaries $144,095 $151,000 $151,000 $193,0005115 - Extra Help $10,433 $12,000 $12,600 $12,6005125 - Overtime $3,285 $2,000 $2,000 $2,0005135 - FICA $10,646 $12,600 $15,200 $15,9005140 - State Unemployment $1 $0 $0 $05240 - Workmens Comp $6,637 $7,400 $12,200 $9,1005245 - Group Health & Liability $25,065 $35,900 $28,700 $43,4005255 - Life & Long Term Disability $656 $2,000 $2,000 $2,000


5220 - Clothing Allowance $525 $900 $900 $9005230 - Travel & Training $1,706 $2,925 $4,481 $4,4815270 - Medical Expenses $85 $150 $150 $1505275 - Association Dues $375 $1,000 $1,450 $1,450


5400 - Repairs & Maintenance5405 - Bldg. Repair & Maintenance $10,992 $9,900 $8,300 $8,3005410 - Grounds Maintenance $69,186 $67,200 $66,200 $66,2005420 - Equipment Repair $2,136 $5,000 $2,500 $2,5005430 - Computer Repairs & Maint. $7,824 $975 $3,900 $3,6005440 - Truck Repair $2,421 $4,000 $4,000 $4,000


6110 - Notices & Advertising $0 $150 $0 $1506120 - Electricity $6,804 $5,000 $6,250 $6,2506125 - Natural Gas $401 $3,500 $0 $06130 - Water $3,475 $4,000 $4,300 $4,3006135 - Telephone $5,405 $4,200 $3,700 $3,7006140 - Sewer $2,853 $3,000 $3,250 $3,2506200 - Other Contract Services

6285 - Misc.Contract Serv. $24,863 $22,000 $22,000 $06310 - Rental, Linen/Equipment $6,000 $6,000 $3,000 $3,0006455 - Tree Maintenance $10,900 $15,000 $23,000 $23,000


Parks Maint

Account

FY20 Actual FY21 Dept FY21 Dept FY21 CM7000 - Commodities

6440 - Grounds Maintenance Supplies $4,480 $11,000 $5,000 $5,0006445 - Annual Beautification $10,165 $9,000 $6,200 $3,2006450 - Turf Management $1,822 $5,500 $3,000 $3,0007020 - Building Maintenance Supplies $2,305 $3,000 $3,000 $3,0007045 - Painting Supplies $0 $1,000 $400 $4007050 - Hard. & Small Tools $1,288 $1,600 $750 $7507055 - Institutional Supplies $493 $1,500 $4,300 $4,3007085 - Signage $1,171 $250 $2,561 $2,5607090 - Gas & Oil $3,580 $5,000 $5,000 $5,0007095 - Auto Accessories $868 $350 $100 $100


9050 - Transfer to General Fund $45,000 $45,000 $50,000 $50,000Total - 9000 - Transfer Activity $45,000 $45,000 $50,000 $50,000

Total - Expenses $427,941 $461,000 $461,392 $490,541

Parks Maint (Cont)

Reserve Policy4,374,718

Reserve Policy7,559,331

Fund Balance, $7,974,284

Fund Balance, $7,891,579

0

1,000,000

2,000,000

3,000,000

4,000,000

5,000,000

6,000,000

7,000,000

8,000,000

9,000,000

10,000,000

0

1,000,000

2,000,000

3,000,000

4,000,000

5,000,000

6,000,000

7,000,000

8,000,000

9,000,000

10,000,000

FY21 Estimate FY22 Budget FY23 Forecast FY24 Forecast FY25 Forecast FY26 Forecast

Reserve Policy AnalysisFY22 & FY26

Reserve Policy Fund Balance

IN COMPLIANCE

IN COMPLIANCE

FireFire Engine (Pumper) (remaining) 500,000$ Structural Firefighting Gear 12,000 Thermal Imaging Camera 12,500 Station Alerting Upgrades 30,000 Business Key Box System 8,000 Medical Safe 5,200 PolicePatrol Vehicles 80,000 Integrated Camera System 65,000 Standard Issue Pistols 19,000 Virtual Reality Training 82,000 Public Works1 Ton Dump/Plow Pickup Truck 73,000 Street Projects and Repairs 285,000 Olive and N Price Alignment 15,000 AdministrationFirestation Alerting 5,000 ParksParks Maintenance Truck Lift Gate 3,500 Utility Vehicle 28,000 Pull behind ball field conditioner 5,500

City of Olivette, MissouriCapital Items Proposed

Fiscal Year 2022

City of Olivette, MOFY2022 Salary Scales

STEP 1 2 3 4 5 6 7 8 9 Police

Chief 92,453 96,646 100,840 105,033 109,227 113,420 117,613 121,807 126,000 Captain 90,270 93,164 96,058 98,951 101,845 104,739 107,633 110,526 113,420 Secretary 39,000 41,095 43,190 45,285 47,380 49,475 51,570 53,665 55,760 Police Officer 59,401 62,460 65,519 68,578 71,638 74,697 77,756 80,815 Sergeant 69,166 72,147 75,128 78,109 81,091 84,072 87,053 90,034 Lieutenant 78,630 81,397 84,164 86,931 89,699 92,466 95,233 98,000

FireChief 92,453 96,646 100,840 105,033 109,226 113,420 117,613 121,807 126,000 Assisstant Chief 90,270 93,164 96,058 98,951 101,845 104,739 107,633 110,526 113,420 Secretary 39,000 41,095 43,190 45,285 47,380 49,475 51,570 53,665 55,760 Firefighter/Paramedic 59,401 62,460 65,519 68,578 71,638 74,697 77,756 80,815 Lieutenant 67,626 70,482 73,338 76,194 79,050 81,906 84,762 87,618 Captain 78,630 80,426 82,223 84,019 85,815 87,611 89,408 91,204

Parks and Public WorksEquipment Operator Supervisor 51,376 53,700 56,025 58,349 60,674 62,998 65,322 67,647 69,971 Equipment Operator II 46,818 48,841 50,864 52,886 54,909 56,932 58,955 60,977 63,000 Equipment Operator I 41,718 43,849 45,980 48,110 50,241 52,372 54,503 56,633 58,764 Limited Equipment Operator 36,000 37,627 39,255 40,882 42,510 44,137 45,764 47,392 49,019 Mechanic 48,813 50,982 53,150 55,318 57,486 59,654 61,822 63,990 66,158 Public Works Director 92,453 96,646 100,840 105,033 109,226 113,420 117,613 121,807 126,000

Building and Community DevelopmentBuilding Inspector II 55,000 57,500 60,000 62,500 65,000 67,500 70,000 72,500 75,000 Building Inspector 46,147 48,378 50,610 52,842 55,073 57,305 59,537 61,768 64,000 Code Enforcement Officer 39,000 40,875 42,750 44,625 46,500 48,375 50,250 52,125 54,000 Senior Planner 56,000 58,375 60,750 63,125 65,500 67,875 70,250 72,625 75,000 Executive Secretary 39,000 40,969 42,938 44,906 46,875 48,844 50,813 52,781 54,750 Community Development Dir. 92,453 96,646 100,840 105,033 109,227 113,420 117,613 121,807 126,000

Recreation and ParksRecreation Supervisor 46,818 48,966 51,114 53,261 55,409 57,557 59,705 61,852 64,000 Recreation Coordinator 41,718 43,691 45,664 47,636 49,609 51,582 53,555 55,527 57,500 Horticulturist 41,718 43,849 45,980 48,110 50,241 52,372 54,503 56,633 58,764 Parks and Recreation Director 92,453 96,646 100,840 105,033 109,226 113,420 117,613 121,807 126,000 Asst Parks and Recreation Dir 67,000 70,125 73,250 76,375 79,500 82,625 85,750 88,875 92,000

AdministrationAdministrative Assistant 39,000 40,875 42,750 44,625 46,500 48,375 50,250 52,125 54,000 Accountant 51,376 53,700 56,025 58,349 60,674 62,998 65,322 67,647 69,971 Human Resources Administrator 67,000 70,000 73,000 76,000 79,000 82,000 85,000 88,000 91,000 Comm Manager/City Clerk 55,080 57,320 59,560 61,800 64,040 66,280 68,520 70,760 73,000 Finance Director 92,453 96,646 100,840 105,033 109,226 113,420 117,613 121,807 126,000 Court Administrator 52,020 54,080 56,140 58,200 60,261 62,321 64,381 66,441 68,501


Agenda Item: Request to encumber funds to future period Description: Included in the Council packets is a listing of individual items included with the budgets of fiscal year 2017, 2018, 2019, 2020, and 2021. These funds are not expected to be spent by the end of the fiscal year and therefore we are requesting that they be encumbered for expenditure in a subsequent period. Recommended Action: Approve $602,009 in encumbrances. $240,844 in the General Fund, $256,565 in the Capital Improvements Fund, and $104,600 in the Stormwater/Parks Fund. Attachments: Requested Encumbrance Listing Funding Request: Various-See Attachment Submitted by: Darren Mann, CPA

DEPARTMENT HEAD

City of OlivetteFiscal Year 2017‐2021 Encumbrance Request ‐ June 22, 2021 City Council Meeting

FY22 Year Fund Dept Number Description Amount

FY 2021 General Fund Planning 5305 GIS Implementation $15,000FY 2021 General Fund Police 7100 Ammunition $5,920FY 2021 General Fund Fire 7105 Structural Firefighting Gear ‐ 2 sets $5,850FY 2021 Capital Improvement Police 8285 Patrol Cars and upfit ‐ 2 cars $70,000FY 2021 Capital Improvement Fire 8275 Ballistic Armor ‐ 9 sets $6,000FY 2021 Capital Improvement Fire 8275 Structural Firefighting Gear ‐ 4 sets $11,700FY 2021 Capital Improvement Capital Improvement 8205 Salt Enclosure $110,000FY 2021 Capital Improvement Capital Improvement 8220 Street Repaving including Cherry Tree Lane $58,865FY 2021 Stormwater/Parks Capital Improvement 8310 Baseball Field Maint Tools $3,200FY 2020 General Fund Legislative 6425 90th Anniversary Events $12,000FY 2020 Stormwater/Parks Capital Improvement 8205 Irv Zeid Pavilion Roof Replace $15,000FY 2020 Stormwater/Parks Parks Maint 6310 Skidsteeer & Forestry Cutter Rental $6,000FY 2019 General Fund Redevelopment 8205 Community Center Demolition (fka City Hall Demo) $195,000FY 2019 General Fund Community Center 7055 Community Center Tables and Chairs $7,074FY 2018 Stormwater/Parks Capital Improvement 8215 Parks Master Plan Kickoff Project (Wayfinding) $31,463FY 2017 Stormwater/Parks Capital Improvement 8205 Parks Maintenance House Demo & Building $48,937

Total encumbrances requested to be approved $602,009

SUMMARY BY FUND

General Fund $240,844Capital Improvement Fund $256,565

Stormwater/Parks Fund $104,600

Total encumbrances requested to be approved $602,009

BILL NO. __2954____ ORDINANCE NO. ________

AN ORDINANCE AUTHORIZING THE CITY OF OLIVETTE, MISSOURI TOISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS (OPUSDEVELOPMENT COMPANY, L.L.C. PROJECT), SERIES 2021, IN APRINCIPAL AMOUNT NOT TO EXCEED $55,000,000, FOR THE PURPOSE OFPROVIDING FUNDS TO PAY THE COSTS OF ACQUIRING, CONSTRUCTINGAND IMPROVING A FACILITY FOR AN INDUSTRIAL DEVELOPMENTPROJECT IN THE CITY; APPROVING A PLAN FOR THE PROJECT; ANDAUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS ANDTAKE CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH.

WHEREAS, the City of Olivette, Missouri, a home-rule city and political subdivision of theState of Missouri (the “City”), is authorized and empowered pursuant to the provisions of Article VI,Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the RevisedStatutes of Missouri (collectively, the “Act”), and the City Charter to purchase, construct, extend andimprove certain projects (as defined in the Act) and to issue industrial development revenue bonds for thepurpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of suchprojects to private persons or corporations for manufacturing, commercial, office industry, warehousing andindustrial development purposes upon such terms and conditions as the City deems advisable; and

WHEREAS, a Plan for an Industrial Development Project (the “Plan”) has been prepared in theform of Exhibit A, attached hereto and incorporated herein by reference; and

WHEREAS, notice of the City’s consideration of the Plan has been given in the manner requiredby the Act, and the City Council has fairly and duly considered all comments submitted to the CityCouncil regarding the proposed Plan; and

WHEREAS, the City Council hereby finds and determines that it is desirable for theimprovement of the economic welfare and development of the City and within the public purposes of theAct that the City: (1) issue its Taxable Industrial Revenue Bonds (Opus Development Company, L.L.C.Project), Series 2021, in the maximum principal amount of $55,000,000 (the “Bonds”), for the purpose ofacquiring a leasehold interest in certain real property along Irvington Court and Reyem Court in the City(the “Project Site,” as more fully described in the below-defined Indenture) and constructing adevelopment containing approximately 207 residential apartments thereon (the “Project Improvements,”as more fully described in the Indenture, and together with acquisition of a leasehold interest in theProject Site, the “Project”), (3) lease the Project to Opus Development Company, L.L.C. or any affiliatedentity (including any joint venture) in which Opus Development Company, L.L.C. has an ownershipinterest, directly or indirectly (the “Developer”); and (4) enter into a Development and PerformanceAgreement with the Developer, under which the Developer will agree to certain additional developmentterms and conditions in consideration of the City issuing the Bonds; and

WHEREAS, the City Council further finds and determines that it is necessary and desirable inconnection with the implementation of the Plan and the issuance of the Bonds that the City enter intocertain documents and take certain other actions as herein provided.

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OFOLIVETTE, ST. LOUIS COUNTY, MISSOURI, AS FOLLOWS:

Section 1. Approval of the Plan. The City Council hereby approves the Plan set forth asExhibit A, attached hereto and incorporated herein by reference.

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Section 2. Authorization for the Project. The City is hereby authorized to provide for thepurchase and construction of the Project, in the manner and as more particularly described in theIndenture and the Lease Agreement hereinafter authorized.

Section 3. Authorization of the Bonds. The City is hereby authorized to issue and sell theBonds as described in the recitals hereto for the purpose of providing funds to pay the costs of the Project.The Bonds shall be issued and secured pursuant to the Indenture described below and shall have suchterms, provisions, covenants and agreements as are set forth in the Indenture.

Section 4. Limitation on Liability. The Bonds and the interest thereon shall be limitedobligations of the City, payable solely out of certain payments, revenues and receipts derived by the Cityfrom the Lease Agreement described below. Such payments, revenues and receipts shall be pledged andassigned to the bond trustee named in the Indenture (the “Trustee”), as security for the payment of theBonds as provided in the Indenture. The Bonds and the interest thereon shall not constitute generalobligations of the City, the State of Missouri (the “State”) or any political subdivision thereof, and neitherthe City nor the State shall be liable thereon. The Bonds shall not constitute an indebtedness within themeaning of any constitutional, statutory or charter debt limitation or restriction, and are not payable in anymanner by taxation.

Section 5. Authorization of Documents. The City is hereby authorized to enter into thefollowing documents (collectively, the “City Documents”), in substantially the forms presented to andapproved by the City Council and attached to this Ordinance, with such changes therein as shall beapproved by the officials of the City executing the documents, such officials’ signatures thereon beingconclusive evidence of their approval thereof:

(a) Base Lease between the City and the Developer, in substantially the form of Exhibit B,attached hereto and incorporated herein by reference, pursuant to which the Developerwill lease the Project to the City pursuant to the terms and conditions contained therein.

(b) Lease Agreement (the “Lease Agreement”) between the City and the Developer, insubstantially the form of Exhibit C, attached hereto and incorporated herein by reference,pursuant to which the City will lease the Project to the Developer pursuant to the termsand conditions therein, in consideration of rental payments by the Developer that will besufficient to pay the principal of and interest on the Bonds.

(c) Trust Indenture (the “Indenture”) between the City and the Trustee, in substantially theform of Exhibit D, attached hereto and incorporated herein by reference, pursuant towhich the Bonds will be issued and the City will pledge the Project and assign certain ofthe payments, revenues and receipts received pursuant to the Lease Agreement to theTrustee for the benefit and security of the owners of the Bonds upon the terms andconditions as set forth in the Indenture.

(d) Bond Purchase Agreement between the City and the Developer, in substantially the formof Exhibit E, attached hereto and incorporated herein by reference, pursuant to which theDeveloper will purchase the Bonds.

(e) Development and Performance Agreement between the City and the Developer, insubstantially the form of Exhibit F, attached hereto and incorporated herein by reference,containing certain additional terms and conditions associated with the Project and a salesand use tax exemption in connection therewith.

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(f) Price Road Access Agreement in a form acceptable to the City Attorney andcontemplated by Section 4.1 of the aforementioned Development and PerformanceAgreement.

Section 6. Execution of Documents. The City Manager is hereby authorized to execute theBonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act anddeed of the City in the manner provided in the Indenture. The City Manager is hereby authorized toexecute the City Documents and such other documents, certificates and instruments as may be necessaryor desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the actand deed of the City. The City Clerk is hereby authorized to attest to and affix the seal of the City to theBonds and the City Documents and such other documents, certificates and instruments as may benecessary or desirable to carry out and comply with the intent of this Ordinance.

Section 7. Developer Substitution. Notwithstanding the forms of documents approved insubstantially final form pursuant to Section 5, Opus Development Company, L.L.C. may be substitutedfor another entity prior to execution so long as the substituted party is an entity controlled by or undercommon control with or controlling Opus Development Company, L.L.C. In case of such substitution,the name of the Bonds may also be changed to reflect the applicable entity name.

Section 8. Further Authority. The City shall, and the officials, agents and employees ofthe City are hereby authorized to, take such further action, and execute such other documents, certificatesand instruments as may be necessary or desirable to carry out and comply with the intent of thisOrdinance and to carry out, comply with and perform the duties of the City with respect to the Bonds andthe City Documents. The Mayor and the City Manager are hereby authorized, through the term of theLease Agreement, to execute all documents on behalf of the City (including documents pertaining to thefinancing or refinancing of the Project by the Developer) as may be required to carry out and comply withthe intent of this Ordinance, the Indenture and the Lease Agreement. The Mayor and the City Managerare further authorized, on behalf of the City, to grant such consents, estoppels and waivers relating to theBonds, the Indenture, the Lease Agreement or the Development and Performance Agreement as may berequested during the term thereof; provided, such consents, estoppels and/or waivers shall not increase theprincipal amount of the Bonds, increase the term of the Lease Agreement or the economic incentives asprovided for therein, waive an event of default or materially change the nature of the transaction. TheCity Clerk is authorized to attest to and affix the seal of the City to any document authorized by thisSection.

Section 9. Effective Date. This Ordinance shall be in full force and effect from and after itspassage and approval.

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Passed and approved this ___ day of ________, 2021.

(Seal)___________________________________Sidney Clark, Mayor

ATTEST:

_________________________________Denise Mandel, City Clerk

EXHIBIT A

PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT

(On file in the office of the City Clerk)

EXHIBIT B

BASE LEASE


EXHIBIT C

LEASE AGREEMENT


EXHIBIT D

TRUST INDENTURE


EXHIBIT E

BOND PURCHASE AGREEMENT


EXHIBIT F

DEVELOPMENT AND PERFORMANCE AGREEMENT


____________________________

CITY OF OLIVETTE, MISSOURI

PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECTAND

COST-BENEFIT ANALYSIS

OPUS DEVELOPMENT COMPANY, L.L.C. PROJECT

_____________________________

TABLE OF CONTENTS

Page

I. PURPOSE OF THIS PLAN.....................................................................................................- 1 -

II. DESCRIPTION OF CHAPTER 100 FINANCINGS............................................................ - 1 -General.......................................................................................................................................- 1 -Issuance and Sale of Bonds...................................................................................................... - 1 -Property Tax Abatement......................................................................................................... - 2 -Sales and Use Tax Exemption..................................................................................................- 2 -

III. DESCRIPTION OF THE PARTIES...................................................................................... - 2 -Opus Development Company, L.L.C......................................................................................- 2 -City of Olivette, Missouri......................................................................................................... - 2 -

IV. REQUIREMENTS OF THE ACT.......................................................................................... - 2 -Description of the Project........................................................................................................ - 2 -Estimate of the Costs of the Project........................................................................................ - 2 -Source of Funds to be Expended for the Project................................................................... - 2 -Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of

by the City........................................................................................................................... - 2 -Affected School District, Community College District, Emergency Service Providers,

County and City................................................................................................................. - 3 -Current Assessed Valuation.....................................................................................................- 3 -Payments in Lieu of Taxes....................................................................................................... - 3 -Sales and Use Tax Exemption..................................................................................................- 3 -Cost-Benefit Analysis................................................................................................................- 3 -

V. ASSUMPTIONS AND BASIS OF PLAN...............................................................................- 4 -

* * *

I. PURPOSE OF THIS PLAN

The City of Olivette, Missouri (the “City”), intends to issue taxable industrial revenue bonds in aprincipal amount not to exceed $55,000,000 (the “Bonds”) to finance the costs of a proposed industrialdevelopment project (the “Project”) for the benefit of Opus Development Company, L.L.C. (includingany affiliate entity (including any joint venture) in which Opus Development Company, L.LC. has anownership interest, directly or indirectly, the “Developer”). The Bonds will be issued pursuant to theprovisions of Sections 100.010 to 100.200 of the Revised Statutes of Missouri, Article VI, Section 27(b)of the Missouri Constitution and the City Charter (collectively with Chapter 100, the “Act”).

Gilmore & Bell, P.C. has prepared this Plan for an Industrial Development Project and Cost-Benefit Analysis (this “Plan”) to satisfy requirements of the Act and to analyze the potential costs andbenefits, including the related tax impact on all affected taxing jurisdictions, of using industrial revenuebonds to finance the Project and to facilitate a sales and use tax exemption on construction materials usedto complete the bond-financed property.

II. DESCRIPTION OF CHAPTER 100 FINANCINGS

General. The Act authorizes cities, counties, towns and villages to issue industrial developmentrevenue bonds to finance the purchase, construction, extension and improvement of warehouses,distribution facilities, research and development facilities, office industries, agricultural processingindustries, service facilities that provide interstate commerce, industrial plants, including the real estateeither within or without the limits of such municipalities, buildings, fixtures, and machinery. In addition,Article VI, Section 27(b) of the Missouri Constitution authorizes cities, counties, towns and villages toissue revenue bonds for the purpose of paying all or part of the cost of purchasing, constructing,extending or improving any facility for manufacturing, commercial, warehousing and industrialdevelopment purposes, including the real estate, buildings, fixtures and machinery. Under AttorneyGeneral Opinion 180-81, the Missouri Attorney General determined that the construction and rental ofmulti-family apartments for profit is a commercial enterprise.

Issuance and Sale of Bonds. Revenue bonds issued pursuant to the Act do not require voterapproval and are payable solely from revenues received from a lease or other disposition of the project.The municipality issues its bonds and in exchange, the benefited company promises to make paymentsthat are sufficient to pay the principal of and interest on the bonds as they become due. Thus, themunicipality merely acts as a conduit for the financing.

Concurrently with the closing of the bonds, the Developer will lease the site on which the projectwill be located to the municipality. The municipality will immediately lease the project site and theimprovements thereon back to the benefited company pursuant to a lease agreement. The lease agreementwill require the Developer, acting on behalf of the municipality, to use the bond proceeds to purchase andconstruct the project.

Under the lease agreement, the Developer typically: (1) unconditionally agrees to make paymentssufficient to pay the principal of and interest on the bonds as they become due; (2) agrees, at its ownexpense, to maintain the project, to pay all taxes and assessments with respect to the project, and tomaintain adequate insurance; (3) may, at its own expense, make certain additions, modifications orimprovements to the project; (4) may assign its interests under the lease agreement or sublease the projectwhile remaining responsible for payments under the lease agreement; (5) covenants to maintain itscorporate existence during the term of the bond issue; and (6) agrees to indemnify the municipality forcertain liability the municipality might incur as a result of its participation in the transaction.

2

Property Tax Abatement. While the Act is often used to facilitate real or personal property taxabatement, the Developer is not seeking, and this Plan does not authorize, any real or personal propertytax abatement or exemption.

Sales and Use Tax Exemption. The purpose of this Plan is to provide a sales and use taxexemption on qualified building materials. Under the Act and other applicable state law, qualifiedbuilding materials can be exempt from sales and use tax if approved by the municipality. The sales anduse tax exemption is evidenced by a project exemption certificate issued by the municipality.

III. DESCRIPTION OF THE PARTIES

Opus Development Company, L.L.C. The Developer is a real estate development company withextensive experience developing multi-family and other real estate projects. More information regardingthe Developer can be found at https://www.opus-group.com. The Developer will likely form an affiliatedentity to develop the below-described Project.

City of Olivette, Missouri. The City is a charter city and political subdivision of the State ofMissouri. The City is authorized and empowered pursuant to the provisions of the Act to purchase,construct, extend, equip and improve certain projects (as defined in the Act) and to issue industrialdevelopment revenue bonds for the purpose of providing funds to pay the costs of such projects and tolease or otherwise dispose of such projects to private persons or corporations for manufacturing,commercial, warehousing and industrial development purposes upon such terms and conditions as theCity deems advisable.

IV. REQUIREMENTS OF THE ACT

A. Description of the Project. The Project consists of acquiring approximately five acres ofreal property located on Irvington Court and Reyem Court in the City (the “Project Site”) andconstructing thereon a development consisting of approximately 207 residential apartments (the “ProjectImprovements” and, together with the acquisition of the Project Site, the “Project”). The Project isexpected to be completed by mid-2023.

B. Estimate of the Costs of the Project. The acquisition and construction of the Project areexpected to cost approximately $51,300,000. Bonds will be issued in the maximum principal amount of$55,000,000 to provide for contingencies.

C. Sources of Funds to be Expended for the Project. The sources of funds to be expendedfor the Project will be the proceeds of the Bonds in the maximum principal amount of $55,000,000 andother available funds of the Developer. The Bonds will be payable solely from the revenues derived bythe City from the lease or other disposition of the Project (as further described below). The Bonds willnot be an indebtedness or general obligation, debt or liability of the City or the State of Missouri. No taxrevenues will be used to repay the Bonds.

D. Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposedof by the City. The City will lease or sublease the Project to the Developer for lease payments equal tothe principal and interest on the Bonds during the construction of the Project. Under the terms of thelease agreement with the City, the Developer (or applicable affiliate) will have the option to purchase theapplicable portion of the Project at any time for nominal consideration. All leases or subleases enteredinto in furtherance of this Plan in connection with the Project Improvements will terminate followingcompletion of the Project Improvements.

3

1 This assessed value is from 2020. The 2021 reassessment is not yet final.

E. Affected School District, Community College District, Emergency Service Providers,County and City. The Ladue School District is the school district affected by the Project. TheCommunity College District of St. Louis, St. Louis County, Missouri is the community college districtaffected by the Project. No fire or ambulance districts are affected by the Project. St. Louis County,Missouri is the county affected by the Project. The City of Olivette, Missouri is the city affected by theProject. A Cost-Benefit Analysis showing the impact of the proposed sales and use tax exemption onqualified building materials is included below. As noted above, there is no real property or personalproperty tax associated with the Project. Accordingly, no property tax districts are impacted by this Plan,except to the extent (1) such districts receive additional tax revenues associated with the Project’sassessed value and (2) such districts also impose a sales or use tax.

F. Current Assessed Valuation. The most recent equalized assessed valuation of the realproperty included in the Project is $603,900.1 PGAV Planners, a planning consultant engaged by theCity, estimates the total equalized assessed valuation of real property included in the Project afterconstruction of the Project Improvements will be approximately $7,079,400.

G. Payments in Lieu of Taxes. The Project will not receive any real property taxabatement. Accordingly, this Plan does not provide any for any payments in lieu of taxes.

H. Sales and Use Tax Exemption. Qualified building materials purchased for theconstruction of the Project Improvements are expected to be exempt from sales and use tax pursuant tothe provisions of Section 144.062 of the Revised Statutes of Missouri and the Bond documents upondelivery of a project exemption certificate by the City to the Developer.

I. Cost-Benefit Analysis. In compliance with Section 100.050.2(3) of the Revised Statutesof Missouri, as amended, this Plan has been prepared to show the costs and benefits to the City and toother taxing jurisdictions affected by the sales tax exemption for the Project. This Plan does not attempt toquantify the overall economic impact of the Project.

The City will grant a sales and use tax exemption on the qualified building materials necessary toconstruct the Project Improvements. For purposes of determining the impact of the exemption granted bythe City on the affected taxing jurisdictions, it was assumed that:

$11,087,522 of the total costs of the Project Improvements will be allocated to constructionmaterial costs;

the applicable sales tax rate is 9.238%, of which 4.225% is allocated to the State of Missouri,2.513% is allocated to St. Louis County and various countywide taxing districts (i.e.,Metrolink, E-911, Children’s Services, Zoo and Regional Parks and Trails) and 2.50% isallocated to the City;

the applicable use tax rate is 5.725%, of which 4.225% is allocated to the State of Missouriand 1.500% is allocated to the City;

80% of the qualified construction materials will be subject to the State’s sales tax and 20%will be subject to the State’s use tax;

20% of the qualified construction materials will be subject to the County’s and variouscountywide districts’ sales tax; and

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2 Includes revenues generated by countywide taxes (including the 1% general sales tax and 0.5% public safety salestax) that may ultimately be distributed to the City (and other cities in St. Louis County).

5% of the qualified construction materials will be subject to the City’s sales tax and 20% willbe subject to the City’s use tax.

Please note that any variance in these assumptions will alter the net fiscal impact of the sales taxexemption on the affected taxing jurisdictions.

Based on the assumptions set forth above, the net fiscal impact of the sales and use tax exemptionon the qualified building materials granted by the City is approximately $539,157, allocated as follows:

Sales Tax Use Tax Total

State of Missouri $374,758 $93,690 $468,448County (including all countywide taxing districts)2 55,726 0 55,726City 13,859 1,124 14,984

Total $444,344 $94,814 $539,157

The City believes that the Company’s investment in the Project will create construction jobsduring the construction period and spur additional investment in the City. The Project will also generatesignificant real and personal property taxes. These ancillary impacts were not measured for purposes ofthis Plan. This Plan does not attempt to quantify the overall economic impact of the Project.

V. ASSUMPTIONS AND BASIS OF PLAN

As described herein, this Plan includes assumptions that impact the amount of the sales and usetax exemption proposed for the Project.

In addition to the foregoing, in order to complete this Plan, Gilmore & Bell, P.C. has generallyreviewed and relied upon information furnished by, and has participated in conferences with,representatives of the City and its counsel, representatives of the Developer, and other persons as the firmhas deemed appropriate. Gilmore & Bell, P.C. does not assume any responsibility for the accuracy,completeness or fairness of any of the information provided and has not independently verified theaccuracy, completeness or fairness of such information.

* * *

Gilmore & Bell, P.C.Draft – June 15, 2021

-------------------------------------------------------------------------------------------------------------------------------(The above space is reserved for Recorder's Certification.)

TITLE OF DOCUMENT: BASE LEASE

DOCUMENT DATED AS OF: [*Date*], 2021

GRANTOR: OPUS DEVELOPMENT COMPANY, L.L.C.

GRANTOR’S MAILING ADDRESS: c/o Opus Development Company, L.L.C.112 S. Hanley Road, Suite 100St. Louis, Missouri 63105Attn: Manager, Real Estate Development

GRANTEE: CITY OF OLIVETTE, MISSOURI

GRANTEE’S MAILING ADDRESS: 1140 Dielman RoadOlivette, Missouri 63132

RETURN DOCUMENTS TO: Mark A. Spykerman, Esq.Gilmore & Bell, P.C.211 North Broadway, Suite 2000St. Louis, Missouri 63102

LEGAL DESCRIPTION: See Exhibit A

B A S E L E A S E

T H I S B A S E L E A S E ( t h i s “ B a s e L e a s e ” ) i s m a d e a n d e n t e r e d i n t o a s o f [ * D a t e * ] , 2 0 2 1 ( t h e “ E f f e c t i v e D a t e ” ) , b y a n d b e t w e e n OPUS DEVELOPMENT COMPANY, L.L.C., a Delaware limitedliability company (the “Developer”), a n d t h e C I T Y O F O L I V E T T E , M I S S O U R I , a home-rule cityorganized and existing under its charter and the laws of the State of Missouri (the “City”).

R E C I T A L S :

A . The City is authorized and empowered pursuant to the provisions of Article VI, Section27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes ofMissouri (collectively, the “Act”) and the City Charter, to purchase, construct, extend and improve certainprojects (as defined in the Act) and to issue industrial development revenue bonds for the purpose ofproviding funds to pay the costs of such projects and to lease or otherwise dispose of such projects toprivate persons or corporations for manufacturing, commercial, warehousing, office industry andindustrial development purposes upon such terms and conditions as the City deems advisable.

B . T h e D e v e l o p e r o w n s c e r t a i n r e a l p r o p e r t y l o c a t e d i n t h e C i t y a n d d e s c r i b e d o n E x h i b i t A a t t a c h e d h e r e t o ( t h e “ P r o j e c t S i t e ” ) , w h i c h i s t h e s u b j e c t o f a n i n d u s t r i a l d e v e l o p m e n t p l a n a p p r o v e d i n a c c o r d a n c e w i t h t h e A c t b y t h e C i t y o n _ _ _ _ _ _ _ _ _ _ , 2 0 2 1 b y p a s s a g e o f O r d i n a n c e N o . _ _ _ _ _ _ .

C. P u r s u a n t t o t h e A c t a n d O r d i n a n c e N o . _ _ _ _ _ _ , t h e C i t y i s a u t h o r i z e d t o ( 1 ) i s s u e i t s T a x a b l e I n d u s t r i a l R e v e n u e B o n d s ( O p u s D e v e l o p m e n t C o m p a n y , L . L . C . P r o j e c t ) , S e r i e s 2 0 2 1 , i n t h e m a x i m u m p r i n c i p a l a m o u n t o f $ 5 5 , 0 0 0 , 0 0 0 ( t h e “ B o n d s ” ) , for the purpose of acquiring certain realproperty located on Irvington Court and Reyem Court in the City (the “Project Site,” as more fullydescribed on Exhibit A hereto) and constructing a development containing approximately 207 residentialapartments thereon (the “Project Improvements,” and together with the acquisition of a leasehold interestin the Project Site, the “Project”), ( 2 ) e n t e r i n t o t h i s B a s e L e a s e f o r t h e p u r p o s e o f a c q u i r i n g a l e a s e h o l d i n t e r e s t i n t h e P r o j e c t a n d ( 3 ) e n t e r a L e a s e A g r e e m e n t w i t h t h e D e v e l o p e r o f e v e n d a t e h e r e w i t h ( t h e “ L e a s e ” ) f o r t h e p u r p o s e l e a s i n g t h e P r o j e c t I m p r o v e m e n t s b a c k t o t h e D e v e l o p e r f o r r e n t s u f f i c i e n t t o p a y d e b t s e r v i c e o n t h e B o n d s .

D . In connection with the issuance of the Bonds and the execution of the Lease, the City hasagreed to cooperate with the Developer and the contractors for the Project Improvements in acquiring thebenefits of sales tax exemption for purchases of materials used to construct the Project Improvements.

E. T h e D e v e l o p e r d e s i r e s t o l e a s e t h e P r o j e c t t o t h e C i t y a n d t h e C i t y d e s i r e s t o l e a s e t h e P r o j e c t f r o m t h e D e v e l o p e r , a n d t o a c q u i r e a n d h o l d a l e a s e h o l d i n t e r e s t f o r t h e t e r m o f t h i s B a s e L e a s e a s m o r e f u l l y d e s c r i b e d i n t h i s B a s e L e a s e .

N O W , T H E R E F O R E , in consideration of the premises and the mutual representations,covenants and agreements herein contained, the City and the Developer do hereby represent, covenantand agree as follows:

S e c t i o n 1 . D e f i n i t i o n s . I n a d d i t i o n t o a n y w o r d s a n d t e r m s d e f i n e d e l s e w h e r e i n t h i s B a s e L e a s e , c a p i t a l i z e d w o r d s a n d t e r m s u s e d i n t h i s B a s e L e a s e s h a l l h a v e t h e m e a n i n g s g i v e n t o s u c h t e r m s i n t h e L e a s e .

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Section 2. Representations by the City. The City makes the following representations asthe basis for the undertakings on its part herein contained:

(a) The City is a home-rule city and political subdivision of the State of Missouri.

(b) Under the provisions of the Act and the City Charter, the City has lawful powerand authority to enter into the transactions contemplated by this Base Lease and to carry out itsobligations hereunder.

(c) By proper action of its governing body, the City has been duly authorized toexecute and deliver this Base Lease, acting by and through its duly authorized officers.

Section 3. Representations by the Developer. The Developer makes the followingrepresentations as the basis for the undertakings on its part herein contained:

(a) The Developer is a limited liability company validly existing and in goodstanding under the laws of the State of Delaware and authorized to transact business in the Stateof Missouri.

(b) The Developer has lawful power and authority to enter into this Base Lease andto carry out its obligations hereunder and the Developer has been duly authorized to execute anddeliver this Base Lease, acting by and through its duly authorized officers and representatives.

(c) The Developer is the owner of the Project Site and is permitted to lease theProject located thereon to the City pursuant to this Base Lease.

S e c t i o n 4 . L e a s e T e r m . This Base Lease shall become effective upon execution anddelivery, and subject to earlier termination pursuant to the provisions of this Base Lease, shall have a termcommencing as of the date of this Base Lease and, subject to Section 4.5 of the Lease with respect tomerger of interests, terminating simultaneously with the termination of the Lease.

S e c t i o n 5 . G r a n t i n g o f L e a s e h o l d E s t a t e . The Developer hereby rents, leases and lets theProject to the City, and the City hereby rents, leases and hires the Project from the Developer, subject toPermitted Encumbrances existing as of the date of the execution and delivery hereof, for the rentals andupon and subject to the terms and conditions herein contained.

S e c t i o n 6 . R e n t . I n a d d i t i o n t o t h e C i t y ’ s o b l i g a t i o n s u n d e r t h e L e a s e a n d t h e D e v e l o p m e n t a n d P e r f o r m a n c e A g r e e m e n t , t h e C i t y h e r e b y a g r e e s t o p a y t o t h e D e v e l o p e r a n n u a l r e n t u n d e r t h i s B a s e L e a s e ( t h e “ R e n t ” ) e q u a l t o O n e D o l l a r a n d n o / 1 0 0 ( $ 1 . 0 0 ) , w h i c h s h a l l b e d u e o n t h e d a t e o f t h i s B a s e L e a s e a n d o n e a c h J a n u a r y 1 t h e r e a f t e r d u r i n g t h e t e r m o f t h i s B a s e L e a s e . T h e D e v e l o p e r h e r e b y a c k n o w l e d g e s t h a t i t h a s r e c e i v e d t h e R e n t d u e o n t h e d a t e o f t h i s B a s e L e a s e .

S e c t i o n 7 . U s e a n d P o s s e s s i o n o f t h e P r o j e c t . T h e C i t y w i l l h a v e t h e r i g h t s o f u s e a n d p o s s e s s i o n o f t h e P r o j e c t o n l y t o t h e e x t e n t p e r m i t t e d b y t h e L e a s e .

S e c t i o n 8 . A s s i g n a b i l i t y . T h e C i t y w i l l n o t a s s i g n , s u b l e a s e , m o r t g a g e o r o t h e r w i s e t r a n s f e r o r e n c u m b e r i t s i n t e r e s t i n t h i s B a s e L e a s e e x c e p t t o t h e D e v e l o p e r p u r s u a n t t o t h e L e a s e .

S e c t i o n 9 . R e p a i r s a n d M a i n t e n a n c e . T h e D e v e l o p e r s h a l l , a t i t s s o l e c o s t a n d e x p e n s e , m a i n t a i n a n d r e p a i r t h e P r o j e c t , a n d a l l p o r t i o n s t h e r e o f a n d i m p r o v e m e n t s t h e r e t o , t o t h e

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e x t e n t r e q u i r e d b y t h e L e a s e . I n n o e v e n t s h a l l t h e C i t y b e r e q u i r e d t o m a k e a n y r e p a i r s , i m p r o v e m e n t s , a d d i t i o n s , r e p l a c e m e n t s , r e c o n s t r u c t i o n s o r o t h e r c h a n g e s t o t h e P r o j e c t o r p e r f o r m a n y m a i n t e n a n c e t h e r e o n .

S e c t i o n 1 0 . T a x e s . P u r s u a n t t o S e c t i o n 6 . 2 o f t h e L e a s e , t h e D e v e l o p e r s h a l l p r o m p t l y p a y a l l t a x e s o r o t h e r g o v e r n m e n t a l c h a r g e s , t h a t i f u n p a i d , w o u l d e n c u m b e r t h e C i t y ’ s l e a s e h o l d i n t e r e s t i n t h e P r o j e c t .

S e c t i o n 1 1 . I n s u r a n c e . T h e D e v e l o p e r s h a l l m a i n t a i n t h e i n s u r a n c e p o l i c i e s r e q u i r e d b y A r t i c l e V I I o f t h e L e a s e .

S e c t i o n 1 2 . C o n d e m n a t i o n . I f , a t a n y t i m e d u r i n g t h e t e r m o f t h i s B a s e L e a s e , t h e r e s h a l l b e a t o t a l o r p a r t i a l t a k i n g o f t h e P r o j e c t i n c o n d e m n a t i o n p r o c e e d i n g s o r b y a n y r i g h t o f e m i n e n t d o m a i n o r b y s a l e i n l i e u t h e r e o f , t h e p a r t i e s s h a l l h a v e t h e r i g h t s a n d o b l i g a t i o n s p r o v i d e d i n t h e L e a s e , a n d t h i s B a s e L e a s e s h a l l t e r m i n a t e o n l y t o t h e e x t e n t a n d i n t h e m a n n e r p r o v i d e d i n t h e L e a s e .

S e c t i o n 1 3 . S u r r e n d e r o f t h e P r o j e c t . E x c e p t a s o t h e r w i s e e x p r e s s l y p r o v i d e d i n t h i s B a s e L e a s e , t h e C i t y s h a l l s u r r e n d e r a n d d e l i v e r u p t h e P r o j e c t a n d a l l a s s o c i a t e d i m p r o v e m e n t s t o t h e D e v e l o p e r a t t h e e x p i r a t i o n o r o t h e r t e r m i n a t i o n o f t h i s B a s e L e a s e , t o t h e l i m i t e d e x t e n t t h a t t h e C i t y m a y h a v e a n y r i g h t s t o p o s s e s s i o n t h e r e o f a s e x p r e s s l y p r o v i d e d h e r e i n , w i t h o u t f r a u d o r d e l a y .

S e c t i o n 1 4 . N o t i c e s . A n y a n d a l l n o t i c e s , d e m a n d s , r e q u e s t s , s u b m i s s i o n s , a p p r o v a l s , c o n s e n t s , d i s a p p r o v a l s , o b j e c t i o n s , o f f e r s , o r o t h e r c o m m u n i c a t i o n s o r d o c u m e n t s r e q u i r e d t o b e g i v e n , d e l i v e r e d o r s e r v e d o r w h i c h m a y b e g i v e n , d e l i v e r e d o r s e r v e d u n d e r o r b y t h e t e r m s a n d p r o v i s i o n s o f t h i s B a s e L e a s e o r p u r s u a n t t o l a w o r o t h e r w i s e , s h a l l b e m a d e i n t h e f o r m a n d m a n n e r p r o v i d e d i n t h e L e a s e .

S e c t i o n 1 5 . D e v e l o p e r ’ s R i g h t t o T e r m i n a t e . T h e D e v e l o p e r m a y t e r m i n a t e t h i s B a s e L e a s e a t a n y t i m e p u r s u a n t t o A r t i c l e X I o f t h e L e a s e .

S e c t i o n 1 6 . C o n f l i c t w i t h t h e L e a s e . I n t h e e v e n t o f a n y c o n f l i c t b e t w e e n t h e t e r m s h e r e o f a n d t h e t e r m s o f t h e L e a s e , t h e t e r m s o f t h e L e a s e s h a l l c o n t r o l .

Section 17. Limitation on Liability of City. No provision, covenant or agreement containedin this Base Lease or any obligation herein imposed upon the City, or the breach thereof, shall constituteor give rise to or impose upon the City a pecuniary liability or a charge upon the general credit or taxingpowers of the City or the State of Missouri.

Section 18. Governing Law. This Base Lease shall be construed in accordance with andgoverned by the laws of the State of Missouri.

Section 19. Binding Effect. This Base Lease shall be binding upon and shall inure to thebenefit of the City and the Developer and their respective successors and assigns.

Section 20. Severability. If for any reason any provision of this Base Lease is determined tobe invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not beaffected thereby.

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Section 21. Execution in Counterparts. This Base Lease may be executed in severalcounterparts, each of which shall be deemed to be an original and all of which shall constitute but one andthe same instrument.

Section 22. Electronic Storage. The parties agree that the transaction described herein maybe conducted and related documents may be sent, received or stored by electronic means. Copies,telecopies, facsimiles, electronic files and other reproductions of original executed documents shall bedeemed to be authentic and valid counterparts of such original documents for all purposes, including thefiling of any claim, action or suit in the appropriate court of law.

Section 23. Subordination of Base Lease. By its execution hereof, each of the Developerand the City hereby agree that this Base Lease shall be, is and shall continue to be, subordinate andinferior to that certain Deed of Trust dated __________, 20___, executed by the Developer for the benefitof [*Lender*] (the “Fee Deed of Trust”) until all [*Obligations*] (as such term is defined in the Fee Deedof Trust) have been indefeasibly paid and performed in full, including but not limited to, all futureadvances and future obligations secured by the Fee Deed of Trust. Such subordination shall be self-operative and shall be irrespective of the time, manner, order of recording or perfection or any otherpriority that ordinarily would result under the Uniform Commercial Code as enacted in each and everyapplicable jurisdiction, and as amended from time to time, and other applicable law for the order ofgranting or perfecting any security interests referred to herein.

Section 24. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of theRevised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for theduration of this Base Lease, engage in a boycott of goods or services from (a) the State of Israel,(b) companies doing business in or with the State of Israel or authorized by, licensed by or organizedunder the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.

[Remainder of Page Intentionally Left Blank]

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I N W I T N E S S W H E R E O F , t h e p a r t i e s h e r e t o h a v e e x e c u t e d t h i s B a s e L e a s e a s o f t h e E f f e c t i v e D a t e .

OPUS DEVELOPMENT COMPANY, L.L.C.,a Delaware limited liability company

By: Name: Title:

STATE OF MISSOURI )) SS.

COUNTY OF ST. LOUIS )

On this _____ day of __________, 2021, before me, the undersigned, a Notary Public in and forsaid State, personally appeared _______________ to me personally known, who, being by me dulysworn, did say that he is the _______________ of OPUS DEVELOPMENT COMPANY, L.L.C., aDelaware limited liability company, and that said instrument was signed on behalf of said company byauthority of its governing body, and said officer acknowledged said instrument to be the free act and deedof said company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

Name: Notary Public - State of MissouriCommissioned in _____________ County

My Commission Expires: _______________

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(SEAL)

By: Attest: Barbara Sondag, City Manager

Denise Mandel, City Clerk

ACKNOWLEDGMENT

STATE OF MISSOURI )) SS.

ST. LOUIS COUNTY )

On this ____ day of ____________, 2021, before me, the undersigned, a Notary Public, appearedBARBARA SONDAG, to me personally known, who, being by me duly sworn, did say that she is theCity Manager of the CITY OF OLIVETTE, MISSOURI, and that the seal affixed to the foregoinginstrument is the corporate seal of said City, and that said instrument was signed and sealed by authorityof its City Council, and said officers acknowledged said instrument to be executed for the purposestherein stated and as the free act and deed of said City.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in theCounty and State aforesaid, the day and year first above written.

Name: Mark A. SpykermanNotary Public in and for said StateMy Commission Expires:

PLEASE AFFIX SEAL FIRMLY AND CLEARLY INTHIS BOX

EXHIBIT A

DESCRIPTION OF PROJECT SITE

GILMORE & BELL, P.C.DRAFT – JUNE 15, 2021FOR DISCUSSION PURPOSES ONLY

CITY OF OLIVETTE, MISSOURI,As Lessor,

AND

OPUS DEVELOPMENT COMPANY, L.L.C.,As Lessee

____________

LEASE AGREEMENT

Dated as of [*Date*], 2021

____________

Relating to:

$55,000,000(Aggregate Maximum Principal Amount)

City of Olivette, MissouriTaxable Industrial Revenue Bonds

(Opus Development Company, L.L.C. Project)Series 2021

Certain rights of the City of Olivette, Missouri (the “City”), in this Lease Agreement have beenpledged and assigned to [*Trustee*], as trustee under the Trust Indenture dated as of[*Date*], 2021, between the City and the Trustee.

TABLE OF CONTENTS

PageARTICLE I

DEFINITIONS

Section 1.1. Definitions of Words and Terms......................................................................................... 2Section 1.2. Rules of Interpretation......................................................................................................... 2Section 1.3. Incorporation........................................................................................................................2

ARTICLE II

REPRESENTATIONS

Section 2.1. Representations by the City................................................................................................. 3Section 2.2. Representations by the Developer....................................................................................... 3

ARTICLE III

GRANTING PROVISIONS

Section 3.1. Granting of Leasehold Estate...............................................................................................4Section 3.2. Lease Term......................................................................................................................... 4Section 3.3. Possession and Use of the Project....................................................................................... 4

ARTICLE IV

PURCHASE AND CONSTRUCTION OF THE PROJECT

Section 4.1. Issuance of the Bonds.......................................................................................................... 5Section 4.2. Purchase and Construction and Equipping of the Project................................................... 5Section 4.3. Project Costs........................................................................................................................ 6Section 4.4. Payment for Project Costs................................................................................................... 6Section 4.5. Establishment of Completion Date......................................................................................6Section 4.6. Surplus in Project Fund....................................................................................................... 7Section 4.7. Project Property of the City................................................................................................. 7Section 4.8. Non-Project Improvements, Machinery and Equipment Property of the Developer.......... 7

ARTICLE V

RENT PROVISIONS

Section 5.1. Basic Rent............................................................................................................................7Section 5.2. Additional Rent....................................................................................................................8Section 5.3. Obligations of the Developer Absolute and Unconditional.................................................8Section 5.4. Prepayment of Basic Rent................................................................................................... 9

(ii)

ARTICLE VI

MAINTENANCE, TAXES AND UTILITIES

Section 6.1. Maintenance and Repairs.....................................................................................................9Section 6.2. Taxes, Assessments and Other Governmental Charges...................................................... 9Section 6.3. Utilities.............................................................................................................................. 10

ARTICLE VII

INSURANCE

Section 7.1. Title Commitment..............................................................................................................10Section 7.2. Casualty Insurance.............................................................................................................10Section 7.3. Public Liability Insurance..................................................................................................10Section 7.4. Blanket Insurance Policies.................................................................................................11Section 7.5. Worker’s Compensation.................................................................................................... 11Section 7.6. Sovereign Immunity.......................................................................................................... 11

ARTICLE VIII

ALTERATION OF THE PROJECT

Section 8.1. Additions, Modifications and Improvements to the Project..............................................11Section 8.2. Additional Improvements on the Project Site....................................................................11Section 8.3. Permits and Authorizations................................................................................................12Section 8.4. Mechanics’ Liens...............................................................................................................12

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION

Section 9.1. Damage or Destruction...................................................................................................... 13Section 9.2. Condemnation....................................................................................................................14Section 9.3. Bondowner Approval.........................................................................................................15

ARTICLE X

SPECIAL COVENANTS

Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification. 16Section 10.2. Surrender of Possession.....................................................................................................16Section 10.3. Right of Access to the Project........................................................................................... 16Section 10.4. Granting of Easements; Leasehold Mortgages and Financing Arrangements...................16Section 10.5. Indemnification of City and Trustee..................................................................................19Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits.......................................... 20Section 10.7. Developer to Maintain its Existence..................................................................................20Section 10.8. Security Interests............................................................................................................... 20Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities Regarding

Environmental Matters...................................................................................................... 20

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ARTICLE XI

OPTION AND OBLIGATION TO PURCHASE THE PROJECT

Section 11.1. Option to Purchase the Project.......................................................................................... 22Section 11.2. Conveyance of the Project................................................................................................. 23Section 11.3. Relative Position of Option and Indenture........................................................................ 23Section 11.4. Obligation to Purchase the Project.................................................................................... 23

ARTICLE XII

DEFAULTS AND REMEDIES

Section 12.1. Events of Default............................................................................................................... 24Section 12.2. Remedies on Default..........................................................................................................24Section 12.3. Survival of Obligations......................................................................................................25Section 12.4. Performance of the Developer’s Obligations by the City..................................................25Section 12.5. Rights and Remedies Cumulative......................................................................................25Section 12.6. Waiver of Breach...............................................................................................................26Section 12.7. Trustee’s Exercise of the City’s Remedies........................................................................26

ARTICLE XIII

ASSIGNMENT AND SUBLEASE

Section 13.1. Assignment; Sublease........................................................................................................26Section 13.2. Assignment of Revenues by City...................................................................................... 27Section 13.3. Prohibition Against Fee Mortgage of Project....................................................................27Section 13.4. Restrictions on Sale or Encumbrance of Project by City.................................................. 27

ARTICLE XIV

AMENDMENTS, CHANGES AND MODIFICATIONS

Section 14.1. Amendments, Changes and Modifications........................................................................ 27

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.1. Notices............................................................................................................................... 28Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals.....................................29Section 15.3. Net Lease........................................................................................................................... 29Section 15.4. Limitation on Liability of City.......................................................................................... 29Section 15.5. Governing Law.................................................................................................................. 29Section 15.6. Binding Effect....................................................................................................................29Section 15.7. Severability........................................................................................................................ 30Section 15.8. Execution in Counterparts................................................................................................. 30Section 15.9. Electronic Storage..............................................................................................................30Section 15.10. City Consent...................................................................................................................... 30

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Signatures and Seal............................................................................................................31

Exhibit A - Project SiteExhibit B - Project ImprovementsExhibit C - Form of Requisition Certificate

LEASE AGREEMENT

THIS LEASE AGREEMENT, dated as of [*Date*], 2021 (the “Lease”), between the CITY OFOLIVETTE, MISSOURI, a home-rule city organized and existing under its charter and the laws of theState of Missouri (the “City”), as lessor, and OPUS DEVELOPMENT COMPANY, L.L.C., a limitedliability company organized and existing under the laws of the State of Delaware (the “Developer”);

RECITALS:

1. The City is authorized and empowered pursuant to the provisions of Article VI, Section27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the RevisedStatutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend andimprove certain projects (as defined in the Act) and to issue industrial development revenue bonds for thepurpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of suchprojects to private persons or corporations for manufacturing, commercial, office industry, warehousingand industrial development purposes upon such terms and conditions as the City deems advisable.

2. Pursuant to the Act, the City Council passed Ordinance No. _____ on __________, 2021(the “Ordinance”), authorizing the City to issue its Taxable Industrial Revenue Bonds (OpusDevelopment Company, L.L.C. Project), Series 2021, in the maximum principal amount of $55,000,000(the “Bonds”), for the purpose of (a) acquiring a leasehold interest in certain real property located onIrvington Court and Reyem Court in the City (as legally described on Exhibit A, the “Project Site”) and(b) constructing thereon a mixed-use development consisting of approximately 207 residential apartments(as more fully described on Exhibit B, the “Project Improvements”).

3. Pursuant to the Act and the Ordinance, the City is authorized to (a) enter into a TrustIndenture of even date herewith (the “Indenture”) with [*Trustee*], as trustee (the “Trustee”), for thepurpose of issuing and securing the Bonds, as therein provided, (b) enter into a Base Lease of even dateherewith (the “Base Lease”) with the Developer under which the City will acquire a leasehold interest inthe Project Site and (c) enter into this Lease with the Developer under which the City will, or will causethe Developer to, construct the Project Improvements and lease the Project Improvements, as they may atany time exist, together with the City’s leasehold interest in the Project Site (collectively, the “Project”) tothe Developer in consideration of rental payments by the Developer that will be sufficient to pay theprincipal of and interest on the Bonds. Upon completion of the Project Improvements, the City willacquire fee title to the Project.

4. The City and the Developer acknowledge and agree that title to the Project is subject andsubordinate to the Deed of Trust (the “Fee Deed of Trust”) granted by the Developer to [*Lender*] and itssuccessors and assigns (the “Lender”), pursuant to various loan documents (the “Loan Documents”)evidencing the loan made by the Lender and secured by the Fee Deed of Trust (the “Loan”).

5. In consideration of the terms and conditions of this Lease, the Ordinance, issuance of theBonds and certain other agreements, the City and the Developer have concurrently herewith entered into aDevelopment and Performance Agreement of even date herewith (the “Development and PerformanceAgreement”), pursuant to which the Developer has agreed to make certain payments in lieu of taxes.

6. Pursuant to the foregoing, the City desires to lease the Project to the Developer and theDeveloper desires to lease the Project from the City, for the rentals and upon the terms and conditionshereinafter set forth.

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NOW, THEREFORE, in consideration of the premises and the mutual representations,covenants and agreements herein contained, the receipt and sufficiency of which are herebyacknowledged, the City and the Developer do hereby represent, covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions of Words and Terms. In addition to any words and terms definedelsewhere in this Lease, capitalized words and terms used in this Lease shall have the meanings given tosuch words and terms in Section 101 of the Indenture (which definitions are hereby incorporated byreference).

Section 1.2. Rules of Interpretation.

(a) Words of the masculine gender shall be deemed and construed to include correlativewords of the feminine and neuter genders.

(b) Unless the context otherwise indicates, words importing the singular number shallinclude the plural and vice versa, and words importing Persons shall include firms, associations andcorporations, including governmental entities, as well as natural Persons.

(c) Wherever in this Lease it is provided that either party shall or will make any payment orperform or refrain from performing any act or obligation, each such provision shall, even though not soexpressed, be construed as an express covenant to make such payment or to perform, or not to perform, asthe case may be, such act or obligation.

(d) All references in this instrument to designated “Articles,” “Sections” and othersubdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions ofthis instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words ofsimilar import refer to this Lease as a whole and not to any particular Article, Section or othersubdivision.

(e) The Table of Contents and the Article and Section headings of this Lease shall not betreated as a part of this Lease or as affecting the true meaning of the provisions hereof.

(f) Whenever an item or items are listed after the word “including,” such listing is notintended to be a listing that excludes items not listed.

(g) Whenever the City is required to “cooperate,” “cooperate fully” or “act promptly” on amatter set forth in this Lease, the City’s cooperation shall be deemed to be reasonable cooperation and theCity’s promptness shall be deemed to be reasonable promptness; provided, however, the City shall not berequired to incur any costs, expenses, obligations or liabilities in providing such reasonable cooperationand promptness.

Section 1.3. Incorporation.

(a) The Recitals hereof are all incorporated into this Lease as if fully and completely set outin this Section.

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(b) The Exhibits to this Lease are hereby incorporated into and made a part of this Lease.

ARTICLE II

REPRESENTATIONS

Section 2.1. Representations by the City. The City makes the following representations asthe basis for the undertakings on its part herein contained:

(a) The City is a home-rule city duly organized and validly existing under the lawsof the State of Missouri and the City Charter. Under the provisions of the Act, the City haslawful power and authority to enter into the transactions contemplated by this Lease and to carryout its obligations hereunder. By proper action of its City Council, the City has been dulyauthorized to execute and deliver this Lease, acting by and through its duly authorized officers.

(b) As of the date of delivery hereof, the City agrees to acquire a leasehold interest inthe Project Site pursuant to the Base Lease and construct or cause the construction of the ProjectImprovements. The City agrees to lease the Project to the Developer and sell the Project to theDeveloper if the Developer exercises its option to purchase the Project or upon termination of thisLease, all for the purpose of furthering the public purposes of the Act.

(c) To the City’s knowledge, no member of the City Council or any other officer ofthe City has any significant or conflicting interest, financial, employment or otherwise, in theDeveloper or in the transactions contemplated hereby.

(d) To finance the costs of the Project, the City proposes to issue the Bonds, whichwill be scheduled to mature as set forth in Article II of the Indenture and will be subject toredemption prior to maturity in accordance with the provisions of Article III of the Indenture.

(e) The Bonds are to be issued under and secured by the Indenture, pursuant towhich the Project and the net earnings therefrom, consisting of all rents, revenues and receipts tobe derived by the City from the leasing or sale of the Project, will be pledged and assigned to theTrustee as security for payment of the principal of and interest on the Bonds and amounts owingpursuant to this Lease.

(f) The City will not knowingly take any affirmative action that would permit a liento be placed on the Project or pledge the revenues derived therefrom for any bonds or otherobligations, other than the Bonds, except with the written consent of the Authorized DeveloperRepresentative; provided, however, the City’s execution of this Lease, the Base Lease, theIndenture and the Development and Performance Agreement shall not be deemed to violate thisSection 2.1(f).

(g) The City will not operate the Project as a business or in any other manner exceptas the lessor thereof, except subsequent to an Event of Default hereunder.

Section 2.2. Representations by the Developer. The Developer makes the followingrepresentations as the basis for the undertakings on its part herein contained:

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(a) The Developer is a limited liability company duly organized, validly existing andin good standing under the laws of the State of Delaware and authorized to transact business inthe State of Missouri.

(b) The Developer has lawful power and authority to enter into this Lease and tocarry out its obligations hereunder, and the Developer has been duly authorized to execute anddeliver this Lease, acting by and through its duly authorized officers and representatives.

(c) The execution and delivery of this Lease, the consummation of the transactionscontemplated hereby, and the performance of or compliance with the terms and conditions of thisLease by the Developer will not, to the best of the Developer’s knowledge, conflict with or resultin a breach of any of the terms, conditions or provisions of, or constitute a default under, anymortgage, deed of trust, lease or any other restrictions or any agreement or instrument to whichthe Developer is a party or by which it or any of its property is bound, or the Developer’sorganizational documents, or any order, rule or regulation applicable to the Developer or any ofits property of any court or governmental body, or constitute a default under any of the foregoing,or result in the creation or imposition of any prohibited lien, charge or encumbrance of any naturewhatsoever upon any of the property or assets of the Developer under the terms of any instrumentor agreement to which the Developer is a party.

(d) The Project will comply in all material respects with all applicable building andzoning, health, environmental and safety orders and laws and all other applicable laws, rules andregulations.

ARTICLE III

GRANTING PROVISIONS

Section 3.1. Granting of Leasehold Estate. The City hereby exclusively rents, leases andlets the Project to the Developer, and the Developer hereby rents, leases and hires the Project from theCity, subject to the Base Lease and other Permitted Encumbrances existing as of the date of the executionand delivery hereof, for the rentals and upon and subject to the terms and conditions herein contained.The City and the Developer agree and acknowledge that title to the Project is subject to the lien granted tothe Lender by the Developer and no further notice of the Fee Deed of Trust is required for the Lender tohave all Lender rights and protections provided herein and in the Indenture.

Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery.Subject to earlier termination pursuant to the provisions of this Lease, the lease of the Project shallterminate on December 31, 2024.

Section 3.3. Possession and Use of the Project.

(a) The City covenants and agrees that as long as neither the City nor the Trustee hasexercised any of the remedies set forth in Section 12.2 following the occurrence and continuance of anEvent of Default, as defined in Section 12.1, the Developer shall have sole and exclusive possession ofthe Project (subject to Permitted Encumbrances and the City’s and the Trustee’s right of access pursuantto Section 10.3) and shall and may peaceably and quietly have, hold and enjoy the Project during theLease Term. The City covenants and agrees that it will not take any action, other than expressly pursuantto Article XII, the Indenture, the Base Lease and the Development and Performance Agreement to

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prevent the Developer from having quiet and peaceable possession and enjoyment of the Project duringthe Lease Term and will, at the request and expense of the Developer, cooperate with the Developer todefend the Developer’s quiet and peaceable possession and enjoyment of the Project.

(b) Subject to the provisions of this Section, the Developer shall have the exclusive right touse the Project for any lawful purpose contemplated by the Act and consistent with the terms of theDevelopment and Performance Agreement. The Developer shall comply in all material respects with allstatutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of allfederal, state, local and other governments or governmental authorities, now or hereafter applicable to theProject, as to the manner of use or the condition of the Project, or that otherwise may be applicable byvirtue of the City’s interest in the Project Site. The Developer shall also comply with the mandatoryrequirements, rules and regulations of all insurers under the policies carried under the provisions ofArticle VII. The Developer shall pay all costs, expenses, claims, fines, penalties and damages that mayin any manner arise out of, or be imposed as a result of, the failure of the Developer to comply with theprovisions of this Section. Notwithstanding any provision contained in this Section, however, theDeveloper may, at its own cost and expense, contest or review by legal or other appropriate proceduresthe validity or legality of any such governmental statute, law, ordinance, order, judgment, decree,regulation, direction or requirement, or any such requirement, rule or regulation of an insurer, and duringsuch contest or review the Developer may refrain from complying therewith.

ARTICLE IV

PURCHASE AND CONSTRUCTION OF THE PROJECT

Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, theCity agrees that, upon request of the Developer, it will issue, sell and cause to be delivered the Bonds tothe purchaser thereof in accordance with the provisions of the Indenture and the Bond PurchaseAgreement.

Section 4.2. Purchase and Construction of the Project. The City and the Developer agreethat the Developer, as the agent of the City, shall, but solely from the Project Fund, purchase andconstruct the Project as follows:

(a) The City will acquire a leasehold interest in the Project Site at the executionhereof. Concurrently with the execution of this Lease, (i) the Base Lease will be executed by theCity and the Developer and placed of record, and (ii) the commitment for title insurance orownership and encumbrance report required by Article VII will be delivered to the City and theTrustee.

(b) On behalf of the City, the Developer will purchase and construct the ProjectImprovements on the Project Site and otherwise improve the Project Site in accordance with thePlans and Specifications. The Developer may revise the Plans and Specifications from time totime as it deems necessary to carry out the Project, but revisions that affect the status of theProject as a “project” under the Act or that would materially alter the accuracy of the descriptionof the Project in the Plan for an Industrial Development Project and Cost/Benefit Analysisdistributed under the Act may be made only with the prior written approval of the City. TheDeveloper agrees that the aforesaid construction and improvement will, with such changes andadditions as may be made hereunder, result in facilities suitable for use by the Developer for itspurposes, and that all real and personal property described in the Plans and Specifications, with

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such changes and additions as may be made hereunder, is desirable and appropriate in connectionwith the Project. The provisions of this paragraph are in addition to and do not supersede any ofthe provisions of Article VIII.

(c) The Developer will comply with the provisions of Section 107.170 of theRevised Statutes of Missouri to the extent applicable to the construction of the Project.

(d) The Developer will cause the purchase and construction of the Project to becompleted on or before the Completion Date, except as otherwise provided in Section 4.5.

(e) The Project Improvements shall be constructed in a good and workmanlikemanner and in strict compliance with all applicable laws, orders and ordinances.

Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the ProjectFund, and hereby authorizes and directs the Trustee to pay for, but solely from the Project Fund, allProject Costs upon receipt by the Trustee of a certificate pursuant to Section 4.4. The Developer may notsubmit any requisition certificates for Project Costs incurred after the Completion Date. The Developermust submit all requisitions for Project Costs incurred before the Completion Date within three monthsafter the Completion Date. The maximum amount of Project Costs for which requisitions may besubmitted is expressly limited to $55,000,000.

Section 4.4. Payment for Project Costs. The City hereby authorizes and directs the Trusteeto make disbursements from the Project Fund and endorse the Bonds, upon receipt by the Trustee ofcertificates in substantially the form attached as Exhibit C, signed by the Authorized DeveloperRepresentative and approved by the Authorized City Representative. Upon request by the City, theDeveloper shall provide the City with copies of invoices, bills, lien waivers and other reasonabledocumentation to support each submitted requisition certificate. The Trustee may rely conclusively onany such certificate and shall not be required to make any independent inspection or investigation inconnection therewith. The approval of any requisition certificate by the Authorized DeveloperRepresentative and the Authorized City Representative shall constitute, unto the Trustee, an irrevocabledetermination that all conditions precedent to the payments requested have been completed.

Section 4.5. Establishment of Completion Date. The Completion Date shall be evidencedto the City and the Trustee by a certificate signed by the Authorized Developer Representative stating(a) that the purchase, construction and improving of the Project has been completed in accordance withthe Plans and Specifications, (b) the date of completion thereof, and (c) that all costs and expenses of thepurchase, construction and improving of the Project have been incurred. Notwithstanding the foregoing,(i) such certificate shall state that it is given without prejudice to any rights against third parties whichexist at the date of such certificate or which may subsequently come into being and (ii) such certificateshall be deemed given on July 1, 2023 if not actually filed with the City by July 1, 2023, subject to anydelay to the extent caused by force majeure, including, without limitation, damage or destruction by fireor casualty, strike, lockout, civil disorder, war, restrictive government regulations, lack of issuance of anypermits and/or legal authorization by the governmental entity necessary for the construction andoccupation of the Project, shortage or delay in shipment of material or fuel, acts of God, pandemic,unusually adverse weather or wet soil conditions, or other like causes beyond the Developer’s reasonablecontrol, including without limitation any litigation, court order or judgment resulting from any litigationaffecting the validity of this Lease, the Indenture, the Ordinance or the Project (collectively, a “PermittedExcuse”). No Permitted Excuse shall be deemed to exist unless the Developer provides a written noticeto the City, within 30 days after the Developer has actual notice of the claimed event, specifying thePermitted Excuse. In no event shall a Permitted Excuse extend the Completion Date beyond

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December 31, 2024. The Developer and the City agree to cooperate in causing such certificate to befurnished to the Trustee.

Section 4.6. Surplus in Project Fund. Upon receipt of the certificate described in Section4.5 and payment from the Project Fund of the Project Costs described therein, the Trustee shall, asprovided in Section 504 of the Indenture, transfer any remaining moneys then in the Project Fund to theBond Fund to be applied as directed by the Developer solely to (a) the payment of principal and premium,if any, of the Bonds through the payment (including regularly scheduled principal payments, if any) orredemption thereof at the earliest date permissible under the terms of the Indenture, or (b) at the option ofthe Developer, to the purchase of Bonds at such earlier date or dates as the Developer may elect. Anyamount so deposited in the Bond Fund may be invested as permitted by Section 702 of the Indenture.

Section 4.7. Project Property of the City. The Project Site and the Project Improvementslocated thereon at the execution hereof and which the Developer desires to lease to the City, all work andmaterials related to the Project as such work progresses, and all additions or enlargements thereto orthereof, the Project as fully completed, anything under this Lease which becomes, is deemed to be, orconstitutes a part of the Project, and the Project as repaired, rebuilt, rearranged, restored or replaced bythe Developer under the provisions of this Lease, except as otherwise specifically provided herein, shallimmediately when erected or installed become the absolute leasehold property of the City, subject only tothis Lease, the Indenture, Permitted Encumbrances, the Fee Deed of Trust and the Leasehold Mortgage, ifany. Upon reasonable request of and at the expense of the Developer, the City agrees to cooperate withthe Developer regarding the enforcement of any claims the Developer may have against third partiesrelating to the construction and equipping of the Project.

Section 4.8. Non-Project Improvements, Machinery and Equipment Property of theDeveloper. Any improvements or items of machinery or equipment which do not constitute part of theProject and the entire purchase price of which is paid for by the Developer with the Developer’s ownfunds, and no part of the purchase price of which is paid for from funds deposited pursuant to the terms ofthis Lease in the Project Fund, shall be the property of the Developer and shall not constitute a part of theProject for purposes of Section 6.4 and therefore are subject to taxation, to the extent otherwise providedby law.

ARTICLE V

RENT PROVISIONS

Section 5.1. Basic Rent. The Developer covenants and agrees to pay to the Trustee in sameday funds for the account of the City during the Lease Term, on or before 11:00 a.m., Trustee’s localtime, on each Payment Date, as Basic Rent for the Project, an amount which, when added to any collectedfunds then on deposit in the Bond Fund and available for the payment of principal of the Bonds and theinterest thereon on such Payment Date, shall be equal to the amount payable on such Payment Date asprincipal of the Bonds and the interest thereon as provided in the Indenture. Except as offset pursuant tothe right of the Developer set forth below, all payments of Basic Rent provided for in this Section shall bepaid directly to the Trustee and shall be deposited in accordance with the provisions of the Indenture intothe Bond Fund and shall be used and applied by the Trustee in the manner and for the purposes set forthin this Lease and the Indenture. In furtherance of the foregoing, and notwithstanding any other provisionin this Lease, the Base Lease, the Indenture, the Bond Purchase Agreement or the Development andPerformance Agreement to the contrary, and provided that the Developer is the sole holder of the Bonds,the Developer may set-off the then-current Basic Rent payment against the City’s obligation to the

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Developer as bondholder to pay principal of and interest on the Bonds under the Indenture in lieu ofdelivery of the Basic Rent on any Payment Date, without providing notice of such set-off to the Trustee.The Trustee may conclusively rely on the absence of any notice from the Developer to the contrary asevidence that such set-off has occurred and that pursuant to the set-off, the City is deemed to have paid itsobligation to the Developer as bondholder to pay principal of and interest on the Bonds under theIndenture. On the final Payment Date, the Developer will (a) if the Trustee holds the Bonds, notify theTrustee of the Bonds not previously paid that are to be canceled or (b) if an entity other than the Trusteeholds the Bonds, deliver or cause to be delivered to the Trustee for cancellation Bonds not previouslypaid. The Developer shall receive a credit against the Basic Rent payable by the Developer in an amountequal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon.

Section 5.2. Additional Rent. The Developer shall pay as Additional Rent, within 30 daysafter receiving an itemized invoice therefor, the following amounts:

(a) all fees, charges and expenses, including agent and counsel fees and expenses, ofthe City, the Trustee and the Paying Agent incurred under or arising from the Indenture, thisLease, the Base Lease or the Development and Performance Agreement, including, but notlimited to, claims by contractors or subcontractors, as and when the same become due;

(b) all costs incident to the issuance of the Bonds (which are to be paid on theClosing Date) and the payment of the principal of and interest on the Bonds as the same becomedue and payable, including all costs and expenses in connection with the call, redemption andpayment of all Outstanding Bonds;

(c) all fees, charges and expenses incurred in connection with the enforcement ofany rights under this Lease, the Base Lease, the Indenture or the Development and PerformanceAgreement by the City, the Trustee or the Owners, including counsel fees and expenses; and

(d) all other payments of whatever nature which the Developer has agreed in writingto pay or assume under the provisions of this Lease, the Base Lease, the Development andPerformance Agreement or the Indenture.

Section 5.3. Obligations of the Developer Absolute and Unconditional.

(a) The obligations of the Developer under this Lease to make payments of Basic Rent andAdditional Rent on or before the date the same become due, and to perform all of its other obligations,covenants and agreements hereunder shall be absolute and unconditional, without notice or demand, andwithout abatement, deduction, set-off (except as described in Section 5.1), counterclaim, recoupment ordefense or any right of termination or cancellation arising from any circumstance whatsoever, whethernow existing or hereafter arising, and irrespective of whether the Project has been started or completed, orwhether the City’s title thereto or to any part thereof is defective or nonexistent, and notwithstanding anydamage to, loss, theft or destruction of, the Project or any part thereof, any failure of consideration orfrustration of commercial purpose, the taking by eminent domain of title to or of the right of temporaryuse of all or any part of the Project, legal curtailment of the Developer’s use thereof, the eviction orconstructive eviction of the Developer, any change in the tax or other laws of the United States ofAmerica, the State of Missouri or any political subdivision thereof, any change in the City’s legalorganization or status, or any default of the City hereunder, and regardless of the invalidity of any actionof the City; provided, however, that nothing in this Section 5.3(a) or Section 5.3(b) is intended or shallbe deemed to affect or impair in any way the rights of the Developer to tender Bonds for redemption in

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satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4, nor the right of the Developer toterminate this Lease and repurchase the Project as provided in Article XI.

(b) Nothing in this Lease shall be construed to release the City from the performance of anyagreement on its part herein contained or as a waiver by the Developer of any rights or claims theDeveloper may have against the City under this Lease or otherwise, but any recovery upon such rightsand claims shall be had from the City separately, it being the intent of this Lease that the Developer shallbe unconditionally and absolutely obligated to perform fully all of its obligations, agreements andcovenants under this Lease (including the obligation to pay Basic Rent and Additional Rent) for thebenefit of the Owners and the City. The Developer may, however, at its own cost and expense and in itsown name or in the name of the City, prosecute or defend any action or proceeding or take any otheraction involving third Persons which the Developer deems reasonably necessary in order to secure orprotect its right of possession, occupancy and use hereunder, and in such event the City hereby agrees, atthe Developer’s expense, to cooperate fully with the Developer and to take all action necessary to effectthe substitution of the Developer for the City in any such action or proceeding if the Developer shall sorequest.

Section 5.4. Prepayment of Basic Rent.

(a) The Developer may at any time and from time to time prepay all or any part of the BasicRent provided for hereunder (subject to the limitations of Section 301(a) of the Indenture relating to thepartial redemption of the Bonds). During such times as the amount held by the Trustee in the Bond Fundshall be sufficient to pay, at the time required, the principal of and interest on all the Bonds thenremaining unpaid, the Developer shall not be obligated to make payments of Basic Rent under theprovisions of this Lease.

(b) At its option, the Developer may deliver to the Trustee for cancellation Bonds owned bythe Developer and not previously paid, and the Developer shall receive a credit against amounts payableby the Developer for the redemption of Bonds in an amount equal to the principal amount of the Bonds sotendered for cancellation, plus accrued interest thereon.

ARTICLE VI

MAINTENANCE, TAXES AND UTILITIES

Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Developer shall, atits own expense, keep the Project in reasonably safe operating condition and keep the Project in goodrepair, reasonable wear, tear, depreciation and obsolescence excepted, making from time to time allrepairs thereto and renewals and replacements thereof it determines to be necessary. Without limiting thegenerality of the foregoing, the Developer shall at all times remain in compliance with all provisions ofthe City’s code relating to maintenance and appearance. The Developer shall also comply with Section8.5.

Section 6.2. Taxes, Assessments and Other Governmental Charges. Subject tosubsection (b) of this Section, the Developer shall promptly pay and discharge, as the same become due,all taxes and assessments, general and special, and other governmental charges of any kind whatsoeverthat may be lawfully taxed, charged, levied, assessed or imposed upon or against or be payable for or inrespect of the Project, or any part thereof or interest therein (including the leasehold estate of theDeveloper therein) or any buildings, improvements, machinery and equipment at any time installed on the

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Project Site by the Developer, or the income therefrom, including any new taxes and assessments not ofthe kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of orin addition to taxes or assessments now customarily levied against real or personal property, and furtherincluding all utility charges, assessments and other general governmental charges and impositionswhatsoever, foreseen or unforeseen, which if not paid when due would impair the security of the Bonds orencumber the City’s title to the Project; provided that with respect to any special assessments or othergovernmental charges that are lawfully levied and assessed which may be paid in installments, theDeveloper shall be obligated to pay only such installments thereof as become due and payable during theLease Term.

Section 6.3. Utilities. All utilities and utility services used by the Developer in, on or aboutthe Project shall be paid by the Developer and shall be contracted by the Developer in the Developer’sown name, and the Developer shall, at its sole cost and expense, procure any and all permits, licenses orauthorizations necessary in connection therewith.

ARTICLE VII

INSURANCE

Section 7.1. Title Commitment. Before leasing any real property to the City, the Developerwill purchase, from a title insurance company reasonably acceptable to the City, a commitment for titleinsurance or provide such other report in a form reasonably acceptable to the City showing the ownershipof and encumbrances on the Project Site. Copies of such report shall be provided to the City and theTrustee.

Section 7.2. Casualty Insurance.

(a) Prior to commencement of construction of the Project Improvements, the Developer shallat its sole cost and expense obtain a policy or policies of insurance (including, if appropriate, builder’srisk insurance) to keep the Project constantly insured against loss or damage by fire, lightning and allother risks covered by the extended coverage insurance endorsement then in use in the State of Missouriin an amount equal to the Full Insurable Value thereof (subject to reasonable loss deductible provisions).The insurance required pursuant to this Section shall be maintained from commencement of constructionthrough the Lease Term with a generally recognized responsible insurance company or companiesauthorized to do business in the State of Missouri or generally recognized international insurers orreinsurers with an A.M. Best rating of not less than “A-” or the equivalent thereof as may be selected bythe Developer. The Developer shall deliver certificates of insurance for such policies to the City and theTrustee no later than 30 days after commencement of construction of the Project Improvements andpromptly after renewal of each insurance policy. All such policies of insurance pursuant to this Section,and all renewals thereof, shall name the City and the Developer as insureds, as their respective interestsmay appear, shall name the Trustee as loss payee and shall contain a provision that such insurance maynot be canceled by the issuer thereof without at least 10 days’ advance written notice to the City, theDeveloper and the Trustee.

(b) In the event of loss or damage to the Project, the Net Proceeds of casualty insurancecarried pursuant to this Section shall be (i) paid over to the Trustee and shall be applied as provided inArticle IX, or (ii) applied as directed by, or on behalf of, the Owners of 100% in principal amount of the

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Bonds Outstanding, subject to the rights of the Lender under the Loan Documents and any FinancingParty under any Financing Document.

Section 7.3. Public Liability Insurance.

(a) The Developer shall at its sole cost and expense maintain or cause to be maintained at alltimes during the Lease Term commercial general liability insurance (including but not limited to coveragefor operations, contingent liability, operations of subcontractors, completed operations and contractualliability), under which the City, the Developer and the Trustee shall be named as additional insureds,properly protecting and indemnifying the City and the Trustee, in an amount not less than the limits ofliability set by Section 537.610 of the Revised Statutes of Missouri (subject to reasonable loss deductibleclauses not to exceed the amounts normally or generally carried by the Developer). The policies of saidinsurance shall contain a provision that such insurance may not be canceled by the issuer thereof withoutat least 10 days’ advance written notice to the City, the Developer and the Trustee. Certificates of suchpolicies shall be furnished to the Trustee on the date of execution of this Lease and not less than 30 daysbefore the expiration date of each insurance policy.

(b) In the event of a general liability occurrence, the Net Proceeds of liability insurancecarried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liabilitywith respect to which such proceeds have been paid.

Section 7.4. Blanket Insurance Policies. The Developer may satisfy any of the insurancerequirements set forth in this Article by using blanket policies of insurance, provided each and all of therequirements and specifications of this Article respecting insurance are complied with.

Section 7.5. Worker’s Compensation. The Developer agrees throughout the Lease Term tomaintain or cause to be maintained the worker’s compensation coverage required by the laws of the Stateof Missouri.

Section 7.6. Sovereign Immunity. Notwithstanding anything to the contrary containedherein, nothing in this Lease shall be construed to broaden the liability of the City beyond the provisionsof Sections 537.600 to 537.610 of the Revised Statutes of Missouri or abolish or waive any defense at lawthat might otherwise be available to the City or its officers, agents and employees.

ARTICLE VIII

ALTERATION OF THE PROJECT

Section 8.1. Additions, Modifications and Improvements to the Project.

(a) The Developer may make such additions, modifications and improvements in and to anypart of the Project as the Developer from time to time may deem necessary or desirable for its businesspurposes. All additions, modifications and improvements made by the Developer pursuant to this Sectionshall (i) be made in a good and workmanlike manner and in strict compliance with all laws, orders andordinances applicable thereto, and (ii) when commenced, be prosecuted to completion with due diligence.

(b) The Developer shall, following the Completion Date, notify the City in writing of anyimprovements to the Project that in the aggregate are reasonably expected to exceed $1,000,000 duringany calendar year. If such improvements constitute personal property, any such improvements shall

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remain the property of the Developer, shall not become part of the Project, and shall be subject to advalorem taxes.

Section 8.2. Additional Improvements on the Project Site. Subject to Section 8.1(b) andSection 8.5, the Developer may, at its sole cost and expense, construct on portions of the Project Site nottheretofore occupied by buildings or improvements such additional buildings and improvements as theDeveloper from time to time may deem necessary or desirable for its business purposes. All additionalbuildings and improvements constructed on the Project Site by the Developer, and not paid for with Bondproceeds, pursuant to the authority of this Section shall not be included in the Project and, during the lifeof this Lease, shall remain the property of the Developer and may be added to, altered or razed andremoved by the Developer at any time. All additional buildings and improvements shall be made in agood and workmanlike manner and in strict compliance with all material laws, orders and ordinancesapplicable thereto and when commenced shall be prosecuted to completion with due diligence. TheDeveloper covenants and agrees (a) to make any repairs and restorations required to be made to theProject because of the construction of, addition to, alteration or removal of said additional buildings orimprovements, and (b) to promptly and with due diligence either raze and remove or repair, replace orrestore any of said additional buildings and improvements as may from time to time be damaged by fireor other casualty.

Section 8.3. Permits and Authorizations. The Developer shall not do or permit others underits control to do any work on the Project or any repair, rebuilding, restoration, replacement, modificationor addition to the Project, or any part thereof, unless all requisite municipal and other governmentalpermits and authorizations shall have been first procured. The City agrees to act promptly on all requestsfor such municipal permits and authorizations. All such work shall be done in a good and workmanlikemanner and in strict compliance with all applicable material building and zoning laws and governmentalregulations and requirements, and in accordance with the requirements, rules and regulations of allinsurers under the policies required to be carried under the provisions of Article VII.

Section 8.4. Mechanics’ Liens.

(a) The Developer will not directly or indirectly create, incur, assume or suffer to exist anylien on or with respect to the Project, except Permitted Encumbrances, and the Developer shall promptlynotify the City of the imposition of such lien of which the Developer is aware and shall promptly, at itsown expense, take such action as may be necessary to fully discharge or release any such lien. Wheneverand as often as any mechanics’ or other similar lien is filed against the Project, or any part thereof,purporting to be for or on account of any labor done or materials or services furnished in connection withany work in or about the Project, the Developer shall discharge the same of record. Notice is herebygiven that the City shall not be liable for any labor or materials furnished the Developer or anyoneclaiming by, through or under the Developer upon credit, and that no mechanics’ or other similar lien forany such labor, services or materials shall attach to or affect the reversionary or other estate of the City inand to the Project or any part thereof.

(b) Notwithstanding paragraph (a) above, the Developer may contest any such mechanics’ orother similar lien if the Developer (i) within 60 days after the Developer becomes aware of any such liennotifies the City and the Trustee in writing of its intention so to do, (ii) diligently prosecutes such contest,(iii) at all times effectively stays or prevents any official or judicial sale of the Project, or any part thereofor interest therein, under execution or otherwise, (iv) promptly pays or otherwise satisfies any finaljudgment adjudging or enforcing such contested lien claim and (v) thereafter promptly procures recordrelease or satisfaction thereof. The Developer may permit the lien so contested to remain unpaid during

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the period of such contest and any appeal therefrom unless the Developer is notified by the City that, inthe opinion of counsel, by nonpayment of any such items, the interest of the City in the Project will besubject to loss or forfeiture. In that event, the Developer shall promptly, at its own expense, take suchaction as may be reasonably necessary to duly discharge or remove any such mortgage, pledge, lien,charge, encumbrance or claim if the same shall arise at any time. The Developer shall save and holdharmless the City from any loss, costs or expenses the City may incur related to any such contest. TheDeveloper shall reimburse the City for any expense incurred by it in connection with the imposition ofany such lien or in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance orclaim. The City shall cooperate fully with the Developer in any such contest.

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION

Section 9.1. Damage or Destruction.

(a) If the Project is damaged or destroyed by fire or any other casualty, whether or notcovered by insurance, the Developer, as promptly as practicable, shall either (i) make the determinationdescribed in subsection (f) below, or (ii) repair, restore, replace or rebuild the same so that uponcompletion of such repairs, restoration, replacement or rebuilding the Project is of a value not less thanthe value thereof immediately before the occurrence of such damage or destruction or, at the Developer’soption, construct upon the Project Site new buildings and improvements thereafter together with all newmachinery, equipment and fixtures that are either to be attached to or are to be used in connection with theoperation or maintenance thereof, provided that (A) the value thereof shall not be less than the value ofsuch destroyed or damaged Project immediately before the occurrence of such damage or destruction and(B) the nature of such new buildings, improvements, machinery, equipment and fixtures will not impairthe character of the Project as a “project” permitted by the Act.

If the Developer elects to construct any such new buildings and improvements, for all purposes ofthis Lease, any reference to the words “Project Improvements” shall be deemed to also include any suchnew buildings and improvements and all additions thereto and all replacements and alterations thereof.

Unless the Developer makes the determination described in subsection (f) below, the NetProceeds of casualty insurance required by Article VII received with respect to such damage or loss tothe Project shall be used to pay the cost of repairing, restoring, replacing or rebuilding the Project or anypart thereof, subject to the rights of the Lender under the Fee Deed of Trust and related Loan Documents.Subject to the provisions of the Fee Deed of Trust and related Loan Documents, insurance monies in anamount less than $100,000 may be paid to or retained by the Developer to be held in trust and used asprovided herein. Subject to the provisions of the Fee Deed of Trust and related Loan Documents,insurance monies in an amount of $100,000 or more shall be (i) paid to the Trustee and deposited in theProject Fund and shall be disbursed as provided in Section 4.4 to pay the cost of repairing, restoring,replacing or rebuilding the Project or any part thereof, or (ii) if determined by the Owners of 100% inprincipal amount of the Bonds Outstanding, applied as directed by, or on behalf of, such Owners of 100%in principal amount of the Bonds Outstanding, subject to the rights of the Lender. If the Developer makesthe determination described in subsection (f) below, the Net Proceeds shall be deposited with the Trusteeand used to redeem Bonds as provided in subsection (f), subject to the rights of the Lender under the FeeDeed of Trust and related Loan Documents.

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(b) If any of the insurance monies paid by the insurance company as hereinabove providedremain after the completion of such repairs, restoration, replacement or rebuilding, and this Lease has notbeen terminated, the excess shall be deposited in the Bond Fund, subject to the rights of the Lender, anyleasehold mortgagee or any other Financing Party. Completion of such repairs, restoration, replacementor rebuilding shall be evidenced by a certificate of completion provided to the City and the Trustee. If theNet Proceeds are insufficient to pay the entire cost of such repairs, restoration, replacement or rebuilding,the Developer shall pay the deficiency.

(c) Except as otherwise provided in this Lease, in the event of any such damage by fire orany other casualty, the provisions of this Lease shall be unaffected and the Developer shall remain andcontinue liable for the payment of all Basic Rent and Additional Rent and all other charges requiredhereunder to be paid by the Developer, as though no damage by fire or any other casualty has occurred.

(d) The Developer will prosecute or defend any action or proceeding arising out of, or for thecollection of any insurance monies that may be due in the event of, any loss or damage.

(e) The Developer agrees to give prompt written notice to the City, the Trustee and theLender of all fires and any other casualties occurring in, on, at or about the Project Site.

(f) If the Developer determines that rebuilding, repairing, restoring or replacing the Project isnot practicable or desirable, or if the Developer does not have the right under the Fee Deed of Trust, anyLeasehold Mortgage or any other Financing Document to use any Net Proceeds for repair or restoration ofthe Project, any Net Proceeds of casualty insurance required by Article VII received with respect to suchdamage or loss shall, after payment of all Additional Rent then due and payable, be paid into the BondFund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principalof any Bonds as the same becomes due, all subject to rights of the Lender under the Loan Documents, anymortgagee under the Leasehold Mortgage (if any) and any Financing Party under the FinancingDocuments (if any). The Developer agrees to be reasonable in exercising its judgment pursuant to thissubsection (f). Alternatively, if the Developer is the sole owner of the Bonds and it has determined thatrebuilding, repairing, restoring or replacing the Project is not practicable or desirable, it may tender Bondsto the Trustee for cancellation in a principal amount equal to the Net Proceeds of the casualty insurance,and retain such proceeds for its own account.

(g) The Developer shall not, by reason of its inability to use all or any part of the Projectduring any period in which the Project is damaged or destroyed or is being repaired, rebuilt, restored orreplaced, nor by reason of the payment of the costs of such rebuilding, repairing, restoring or replacing,be entitled to any reimbursement from the City, the Trustee or the Owners or to any abatement ordiminution of the rentals payable by the Developer under this Lease or of any other obligations of theDeveloper under this Lease except as expressly provided in this Section.

(h) The rights of the City and the Trustee in and to any Net Proceeds are and will at all timesbe subject to the rights of the Lender with respect to such Net Proceeds.

(i) Nothing herein shall be deemed to authorize the Developer to allow an unsafe,dangerous, unhealthy or injurious condition to exist on the Project or any portion thereof, in violation ofany applicable laws, codes and ordinances due to a fire or other casualty.

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Section 9.2. Condemnation.

(a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project iscondemned by or sold under threat of condemnation to any authority possessing the power of eminentdomain, to such extent that the claim or loss resulting from such condemnation is greater than $100,000,the Developer shall, within 90 days after the date of entry of a final order in any eminent domainproceedings granting condemnation or the date of sale under threat of condemnation, notify the City, theTrustee, the Lender, any mortgagee under the Leasehold Mortgage (if any) and any Financing Party underthe Financing Documents (if any) in writing as to the nature and extent of such condemnation or loss oftitle and whether it is practicable and desirable to acquire or construct substitute improvements.

(b) If the Developer determines that such substitution is practicable and desirable, theDeveloper shall proceed promptly with and complete with reasonable dispatch the acquisition orconstruction of such substitute improvements, so as to place the Project in substantially the samecondition as existed before the exercise of the power of eminent domain, including the acquisition orconstruction of other improvements suitable for the Developer’s operations at the Project (whichimprovements will be deemed a part of the Project and available for use and occupancy by the Developerwithout the payment of any rent other than herein provided, to the same extent as if such otherimprovements were specifically described herein and demised hereby); provided, that such improvementswill be acquired by the City subject to no liens, security interests or encumbrances before the lien and/orsecurity interest afforded by the Indenture and this Lease other than Permitted Encumbrances (including,without limitation, any liens held by the Lender in and to the substitute Project). In such case, any NetProceeds received from any award or awards with respect to the Project or any part thereof made in suchcondemnation or eminent domain proceedings, or of the sale proceeds, shall be applied in the samemanner as provided in Section 9.1 (with respect to the receipt of casualty insurance proceeds).

(c) If the Developer determines that it is not practicable or desirable to acquire or constructsubstitute improvements, or if the Developer does not have the right under the Fee Deed of Trust to useany Net Proceeds of condemnation awards received by the Developer, then any Net Proceeds ofcondemnation awards received by the Developer shall, after payment of all Additional Rent then due andpayable, be paid into the Bond Fund and shall be used to redeem Bonds on the earliest practicableredemption date or to pay the principal of any Bonds as the same becomes due and payable, all subject tothe rights of the Lender under the Loan Documents, any mortgagee under the Leasehold Mortgage (ifany) and any Financing Party under the Financing Documents (if any).

(d) The Developer shall not, by reason of its inability to use all or any part of the Projectduring any such period of restoration or acquisition nor by reason of the payment of the costs of suchrestoration or acquisition, be entitled to any reimbursement from the City, the Trustee or the Owners or toany abatement or diminution of the rentals payable by the Developer under this Lease nor of any otherobligations hereunder except as expressly provided in this Section.

(e) The City shall cooperate fully with the Developer in the handling and conduct of anyprospective or pending condemnation proceedings with respect to the Project or any part thereof, andshall, to the extent it may lawfully do so, permit the Developer to litigate in any such proceeding in thename and on behalf of the City. In no event will the City voluntarily settle or consent to the settlement ofany prospective or pending condemnation proceedings with respect to the Project or any part thereofwithout the prior written consent of the Developer and the Lender.

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Section 9.3. Bondowner Approval. Notwithstanding anything to the contrary contained inthis Article IX, subject to the rights of the Lender, the proceeds of any insurance received subsequent to acasualty or of any condemnation proceedings (or threats thereof) may before the application thereof bythe City or the Trustee be applied as directed by the Owners or pledgees of 100% of the principal amountof Bonds Outstanding, subject and subordinate to (a) the rights of the City and the Trustee to be paid alltheir expenses (including attorneys’ fees, trustee’s fees and any extraordinary expenses of the City and theTrustee) incurred in the collection of such gross proceeds and (b) the rights of the City to any amountsthen due and payable under the Development and Performance Agreement.

ARTICLE X

SPECIAL COVENANTS

Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation andIndemnification. The City makes no warranty, either express or implied, as to the condition of theProject or that it will be suitable for the Developer’s purposes or needs. The Developer releases the Cityand the Trustee from, agrees that the City and the Trustee shall not be liable for and agrees to hold theCity and the Trustee harmless against, any loss or damage to property or any injury to or death of anyPerson that may be occasioned by any cause whatsoever pertaining to the Project or the Developer’s usethereof, unless such loss is the result of the City’s or the Trustee’s negligence or willful misconduct. Thisprovision shall survive termination of this Lease.

Section 10.2. Surrender of Possession. Upon accrual of the City’s right of re-entry to theextent provided in Section 12.2(b), the Developer shall peacefully surrender possession of the Project tothe City in good condition and repair; provided, however, the Developer may within 90 days (or such laterdate as the City may agree to) after the termination of this Lease remove from the Project Site anybuildings, improvements, furniture, trade fixtures, machinery and equipment owned by the Developer andnot constituting part of the Project. All repairs to and restorations of the Project required to be madebecause of such removal shall be made by and at the sole cost and expense of the Developer, and duringsaid 90-day (or extended) period the Developer shall bear the sole responsibility for and bear the sole riskof loss for said buildings, improvements, furniture, trade fixtures, machinery and equipment owned by theDeveloper and not constituting part of the Project. All buildings, improvements, furniture, trade fixtures,machinery and equipment owned by the Developer and which are not so removed from the Project Sitebefore the expiration of said period shall be the separate and absolute property of the City.Notwithstanding the foregoing, if the Developer has paid all obligations due and owing under theIndenture (or such obligations have been canceled), this Lease and the Development and PerformanceAgreement, the City shall convey the Project in accordance with Section 11.2.

Section 10.3. Right of Access to the Project. The City may conduct such periodic inspectionsof the Project as may be generally provided in the City’s municipal code. In addition, the Developeragrees that the City and the Trustee and their duly authorized agents may, at reasonable times duringnormal business hours and, except in the event of emergencies, upon not less than two Business Days’prior notice, subject to the Developer’s usual business, proprietary, safety, confidentiality and securityrequirements, enter upon the Project Site (a) to examine and inspect the Project without interference orprejudice to the Developer’s operations, (b) to monitor the acquisition, construction and installationprovided for in Section 4.2 as may be reasonably necessary, (c) to examine all files, records, books andother materials in the Developer’s possession pertaining to the acquisition, installation or maintenance ofthe Project, or (d) upon either (i) the occurrence and continuance of an Event of Default or (ii) the

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Developer’s failure to purchase the Project at the end of the Lease Term, to exhibit the Project toprospective purchasers, lessees or trustees.

Section 10.4. Granting of Easements; Leasehold Mortgages and Financing Arrangements.

(a) Subject to Sections 10.4(c) and (d), if no Event of Default under this Lease has happenedand is continuing, the City agrees that it will execute and deliver and will cause and direct the Trustee toexecute and deliver any instrument necessary or appropriate to confirm and grant, release or terminate anysublease, easement, license, right-of-way or other right or privilege or any such agreement or otherarrangement, upon receipt by the City and the Trustee of: (i) a copy of the instrument of grant, release ortermination or of the agreement or other arrangement, (ii) a written application signed by the AuthorizedDeveloper Representative requesting such instrument, and (iii) a certificate executed by the AuthorizedDeveloper Representative stating that such grant or release is not detrimental to the proper conduct of thebusiness of the Developer, will not impair the effective use or interfere with the efficient and economicaloperation of the Project, will not materially adversely affect the security intended to be given by or underthe Indenture or the Development and Performance Agreement, will be a Permitted Encumbrance, andthat the Developer will defend, indemnify and save and hold harmless the City from and against allclaims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising from theexecution and delivery of any instrument, agreement or other arrangement pursuant to this Section. If noEvent of Default has happened and is continuing beyond any applicable grace period, any payments orother consideration received by the Developer for any such grant or with respect to or under any suchagreement or other arrangement shall be and remain the property of the Developer; but, subject toSections 10.4(c) and (d), upon (A) termination of this Lease for any reason other than the redemption ofthe Bonds and/or the purchase of the Project by the Developer or (B) the occurrence and continuance ofan Event of Default by the Developer, all rights then existing of the Developer with respect to or undersuch grant shall inure to the benefit of and be exercisable by the City and the Trustee.

(b) Subject to the Fee Deed of Trust, the Developer may mortgage or grant a deed of trustagainst the leasehold estate created by this Lease, with prior notice to but without the consent of the City,provided and upon condition that a duplicate original or certified copy or photostatic copy of each suchmortgage, and the note or other obligation secured thereby, is delivered to the City within 30 days afterthe execution thereof. The sale of the Developer’s leasehold estate at a foreclosure sale or trustee’s saleunder the Leasehold Mortgage or any assignment in lieu thereof shall not require the consent of the City,if (i) written notice of the proposed sale or assignment is provided to the City at least 15 days priorthereto, and (ii) before such sale or assignment, all payments then owing to the City under theDevelopment and Performance Agreement are paid.

(c) The City acknowledges and agrees that the Developer may finance and refinance itsrights and interests in the Project, this Lease and the leasehold estate created hereby and, in connectiontherewith and subject to the terms of the Loan Documents, the Developer may execute FinancingDocuments with one or more Financing Parties. Notwithstanding anything contained to the contrary inthis Lease, the Developer may, at any time and from time to time, with prior notice to but without theconsent of the City, (i) execute one or more Financing Documents upon the terms contained in thisSection 10.4 and (ii) sublease or assign this Lease, the leasehold estate, any sublease and rights inconnection therewith, and/or grant liens or security interests therein, to any Financing Party. Any furthersublease or assignment by any Financing Party shall be subject to the provisions of Section 13.1(c).

(d) As long as the Fee Deed of Trust remains outstanding or upon notice by the Developer tothe City in writing that the Developer has executed one or more Financing Documents under which it has

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granted rights in this Lease to a Financing Party, which includes the name and address of such FinancingParty, then the following provisions shall apply in respect of each such Financing Party:

(i) there shall be no merger of this Lease or of the leasehold estate created herebywith fee title to the Project, notwithstanding that this Lease or said leasehold estate and said feetitle shall be owned by the same Person or Persons, without the prior written consent of each suchFinancing Party;

(ii) the City shall serve upon each such Financing Party (at the address, if any,provided to the City) a copy of each notice of the occurrence of an Event of Default and eachnotice of termination given to the Developer under this Lease, at the same time as such notice isserved upon the Developer. No such notice to the Developer shall be effective unless a copythereof is thus served upon each such Financing Party;

(iii) each such Financing Party shall have the same period of time which theDeveloper has, after the service of any required notice upon it, within which to remedy or causeto be remedied any payment default under this Lease which is the basis of the notice plus 30 days,and the City shall accept performance by any Financing Party as timely performance by theDeveloper;

(iv) the City may exercise any of its rights or remedies with respect to any Event ofDefault by the Developer, subject to the rights of any Financing Party under this Section 10.4(d)as to such Event of Default. Without limiting the generality of the foregoing, the holder of theFee Deed of Trust may cause the sale of the fee simple interest or the leasehold interest of theDeveloper to be sold at foreclosure sale conducted in accordance with applicable law and theterms of the Fee Deed of Trust, to accept assignment of this Lease in lieu of foreclosure and toappoint a receiver for the Project, all without obtaining the prior written consent of the City butsubject to the provisions of Section 10.4(b);

(v) upon the occurrence and continuance of an Event of Default by the Developerunder this Lease, other than a default in the payment of money, the City shall take no action toeffect a termination of this Lease by service of a notice or otherwise, without first giving noticethereof to each such Financing Party and permitting each such Financing Party (or its designee,nominee, assignee or transferee) a reasonable time within which to remedy such default in thecase of an Event of Default which is susceptible of being cured (provided that the period toremedy such Event of Default shall continue beyond any period set forth in this Lease to effectsaid cure so long as the Financing Party (or its designee, nominee, assignee or transferee) isdiligently prosecuting such cure); provided that the Financing Party (or its designee, nominee,assignee or transferee) shall pay or cause to be paid to the City and the Trustee all expenses,including reasonable counsel fees, court costs and disbursements incurred by the City or theTrustee in connection with any such default;

(vi) each such Financing Party (and its designees, nominees, assignees or transferees)may enter, possess and use the Project at such reasonable times and manner as are necessary ordesirable to effectuate the remedies and enforce its rights under its respective FinancingDocuments;

(vii) except for terminations of this Lease expressly authorized herein, this Lease maynot be modified, amended, canceled or surrendered by agreement between the City and theDeveloper, without prior written consent of each such Financing Party; and

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(viii) each such Financing Party may, upon an event of default under any of itsrespective Financing Documents, on behalf of the Developer and without the consent of theDeveloper, but only having first caused the redemption of the Bonds, exercise the right topurchase the Project pursuant to Section 11.1, upon compliance with the provisions of thatSection. The Developer agrees that the City will have no liability for taking direction from anyFinancing Party in connection with a conveyance of the Project back to the Developer pursuant toArticle XI.

The City acknowledges that the Lender is a Financing Party and is entitled to the benefits ofSections 10.4(d)(i)-(viii) above.

(e) In connection with the execution of one or more Financing Documents, upon the requestof the Developer, the City agrees to execute such documents as shall be reasonably requested by theLender or any other Financing Party and which are usual and customary in connection with the closing ofthe financing or refinancing pursuant to the Financing Documents, including, without limitation,subordination of the City’s fee interest in the Project to any new fee deed of trust or any modification ofthe existing Fee Deed of Trust. Moreover, to facilitate the recordation of a new fee deed of trust or amodification of the existing Fee Deed of Trust, the City agrees to subordinate its leasehold interest in theProject to the Financing Documents. The Developer agrees to reimburse the City for any and all costsand expenses incurred by the City pursuant to this Section, including reasonable attorneys’ fees andexpenses, in complying with such request.

(f) The Developer’s obligations under any mortgage or Financing Document relating to theProject entered into after the date of execution of this Lease (except for any construction loans or otherFinancing Documents related to the Project that the Developer and the Lender hereafter execute), theexecution of which shall be expressly subject to the prior written consent of the Lender in accordancewith the Fee Deed of Trust, shall be subordinate to the Developer’s obligations under this Lease.

(g) Notwithstanding the foregoing, the City may agree to other provisions and documentsrequested by the Developer, the Lender or any Financing Party not contemplated by this Section 10.4,subject to approval by the City Council.

Section 10.5. Indemnification of City and Trustee. The Developer shall indemnify and saveand hold harmless the City and the Trustee and their governing body members, officers, agents andemployees from and against all claims, demands, costs, liabilities, damages or expenses, includingattorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bondsand the execution of the Development and Performance Agreement, this Lease (or any instrumentrequested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct ormanagement of, or from any work or thing done in or on the Project during the Lease Term, and againstand from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arisingduring the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of theDeveloper in the performance of any of its obligations under the Development and PerformanceAgreement, this Lease, the Base Lease or any related document, (c) any contract entered into inconnection with the acquisition, purchase, construction, extension, installation or improvement of theProject, (d) any act of negligence of the Developer or of any of its agents, contractors, servants,employees or licensees, (e) unless the Developer has been released from liability pursuant to Section13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors,servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any

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applicable state and local sales and use tax exemptions for materials or goods that become part of theProject, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however,the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent thatsuch claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the resultof work being performed at the Project by employees of the City, or (B) the result of negligence or willfulmisconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities,damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by theTrustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developershall defend them or either of them in any such action or proceeding; provided, that the City shallcooperate with the Developer and provide reasonable assistance in such defense. All costs related to thedefense of the City or the Trustee shall be paid by the Developer. This Section 10.5 shall survive anytermination of the Development and Performance Agreement and this Lease or the satisfaction anddischarge of the Indenture.

Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. This Lease isintended to convey to the Developer all of the benefits and burdens of ownership and to cause theDeveloper to be treated as the owner of the Project for federal income tax purposes. The Trustee, theDeveloper and the City agree to treat this Lease in a manner consistent with such treatment. TheDeveloper alone shall be entitled to all of the federal income tax attributes of ownership of the Project,including without limitation the right to claim depreciation, amortization deductions, investment taxcredits or any other tax benefits. The City agrees that any depreciation, amortization deductions,investment tax credits or any other tax benefits with respect to the Project or any part thereof shall bemade available to the Developer, and the City will fully cooperate with the Developer in any effort by theDeveloper to avail itself of any such depreciation, amortization deductions, investment tax credit or othertax benefits.

Section 10.7. Developer to Maintain its Existence. The Developer agrees that until theBonds are paid or payment is provided for in accordance with the terms of the Indenture, it will maintainits corporate existence in good standing, and will not dissolve or otherwise dispose of all or substantiallyall of its assets; provided, however, that the Developer may, without violating the agreement contained inthis Section, consolidate with or merge into another Person or permit one or more other Persons toconsolidate with or merge into it, or may sell or otherwise transfer to another Person all or substantiallyall of its assets as an entirety and thereafter dissolve or convert into a different type of legal entity, if thesurviving, resulting or transferee Person expressly assumes in writing all the obligations of the Developercontained in this Lease, and the surviving, resulting or transferee Person either (a) has a long-term debtrating or is controlled by or under common control with an entity with a long-term debt rating in any ofthe top three long-term debt rating categories by any nationally recognized rating service, (b) is controlledby, under common control with or controls the Developer, or (c) is otherwise approved by the CityCouncil. This Section does not limit the Developer’s transfer rights under Section 13.1.

Section 10.8. Security Interests. The City and the Developer hereby authorize the Trustee tofile all appropriate financing and continuation statements as may be required under the UniformCommercial Code in order to fully preserve and protect the security of the Owners and the rights of theTrustee under the Indenture. Upon the written instructions of the Owners or pledgees of 100% of theBonds then-Outstanding, the Trustee shall file all instruments the Owners deem necessary to be filed andshall continue or cause to be continued such instruments for so long as the Bonds are Outstanding.Notwithstanding the foregoing, the Trustee shall not be obligated to file any original instrument unlesssuch instrument has been prepared by an attorney acceptable to the Trustee (any attorneys’ fees incurredin connection therewith shall be paid by the Developer), and the Trustee shall not be responsible for the

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accuracy or sufficiency of any such original instrument. The City and the Developer shall cooperate withthe Trustee in this regard by providing such information as the Trustee may require to file or to renewsuch statements.

Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities RegardingEnvironmental Matters.

(a) As used in this Section, the following terms have the following meanings:

“Environmental Laws” means any now-existing or hereafter enacted or promulgated federal,state, local, or other law, statute, ordinance, order, rule, regulation or court order pertaining to (i)environmental protection, regulation, contamination or clean-up, (ii) toxic waste, (iii) undergroundstorage tanks, (iv) asbestos or asbestos-containing materials, or (v) the handling, treatment, storage, use ordisposal of Hazardous Substances, including without limitation the Comprehensive EnvironmentalResponse, Compensation and Liability Act and the Resource Conservation and Recovery Act, all asamended from time to time.

“Hazardous Substances” means all (i) “hazardous substances” (as defined in 42 U.S.C.§9601(14)), (ii) “chemicals” subject to regulation under Title III of the Superfund Amendments andReauthorization Act of 1986, as amended from time to time, (iii) natural gas liquids, liquefied natural gasor synthetic gas, (iv) any petroleum, petroleum-based products or crude oil, or (v) any other hazardous ortoxic substances, wastes or materials, pollutants, contaminants or any other substances or materials whichare included under or regulated by any Environmental Law.

(b) The Developer warrants and represents to the City and the Trustee that to the knowledgeof the Developer there are no conditions on the Project Site which materially violate any applicableEnvironmental Laws and no claims or demands have been asserted or made in writing by any third partiesarising out of, relating to or in connection with any Hazardous Substances on, or allegedly on, the ProjectSite for any injuries suffered or incurred, or allegedly suffered or incurred, by reason of the foregoing.

(c) The Developer will provide the City and the Trustee with copies of any notifications ofreleases of Hazardous Substances or of any environmental hazards or potential hazards in materialviolation of Environmental Laws which are given by or on behalf of the Developer to any federal, state orlocal or other agencies or authorities or which are received by the Developer from any federal, state orlocal or other agencies or authorities with respect to the Project Site. Such copies shall be sent to the Cityand the Trustee concurrently with their being mailed or delivered to the governmental agencies orauthorities or within 10 days after they are made or received by the Developer. The Developer willprovide to the City for review only, any environmental assessments (“Assessments”) and reportsregarding the correction or remediation of material environmental issues required by Environmental Lawsto be addressed in the Assessments (“Reports”) concerning the Project; upon the completion of the City’sreview of the Assessments and the Reports, the City shall immediately return to the Developer alloriginals and copies of the Assessments and Reports.

(d) The Developer warrants and represents that the Developer has provided the City and theTrustee with copies of all emergency and hazardous chemical inventory forms (hereinafter“Environmental Notices”) showing Hazardous Substances on the Project Site given within two yearspreceding the date hereof, as of the date hereof, by the Developer to any federal, state or localgovernmental authority or agency as required pursuant to the Emergency Planning and CommunityRight-to-Know Act of 1986, 42 U.S.C.A. §11001 et seq., or any other applicable Environmental Laws.The Developer will provide the City and the Trustee with copies of all Environmental Notices concerning

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Hazardous Substances on the Project Site subsequently sent to any such governmental authority or agencyas required pursuant to the Emergency Planning and Community Right-to-Know Act of 1986 or any otherapplicable Environmental Laws. Such copies of subsequent Environmental Notices shall be sent to theCity and the Trustee concurrently with their being mailed to any such governmental authority or agency.

(e) The Developer will comply with and operate and at all times use, keep and maintain theProject and every part thereof (whether or not such property constitutes a facility, as defined in 42 U.S.C.§ 9601 et. seq.) in material conformance with all applicable Environmental Laws. Without limiting thegenerality of the foregoing, the Developer will not use, generate, treat, store, dispose of or otherwiseintroduce any Hazardous Substance into or on the Project or any part thereof nor cause, suffer, allow orpermit anyone else to do so except in material compliance with all applicable Environmental Laws.

(f) The Developer agrees to indemnify, protect and hold harmless the City and the Trusteeand their directors, officers, shareholders, officials or employees from and against any and all claims,demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, arising from (i) anyrelease (as defined in 42 U.S.C. § 9601 (22)), actual or alleged, of any Hazardous Substances, upon theProject Site or respecting any products or materials previously, now or thereafter located upon the ProjectSite, regardless of whether such release or alleged release has occurred before the date hereof or hereafteroccurs and regardless of whether such release or alleged release occurs as a result of any act, omission,negligence or misconduct of the Developer or any third party or otherwise (except, with respect to theCity, to the extent such release occurs as a result of any negligence or willful misconduct of the City), (ii)(A) any violation now existing or hereafter arising (actual or alleged) of, or any other liability under or inconnection with, any applicable Environmental Laws relating to or affecting the Project Site, or (B) anyviolation now existing or hereafter arising, or any other liability, under or in connection with, anyapplicable Environmental Laws relating to any products or materials previously, now or hereafter locatedupon the Project Site, regardless of whether such violation or alleged violation or other liability is assertedor has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and regardlessof whether such violation or alleged violation or other liability occurs or arises, as the result of any act,omission, negligence or misconduct of the Developer or any third party or otherwise (except, with respectto the City, to the extent such violation occurs as a result of any negligence or willful misconduct of theCity), (iii) any assertion by any third party of any claims or demands for any loss or injury arising out of,relating to or in connection with any Hazardous Substances on or allegedly on the Project Site, or (iv) anymaterial breach, falsity or failure of any of the representations, warranties, covenants and agreementscontained in this Section; provided, however, that the Developer’s obligations under this Section 10.9(f)shall not apply to the extent such claims, demands, costs, liabilities, damages or expenses, includingattorneys’ fees, are the result of (1) work being performed at the Project by employees of the City or (2)negligence or willful misconduct by the City or the Trustee. The City shall cooperate with the Developerin the defense of any matters included within the foregoing indemnity without any obligation to expendmoney. This Section 10.9(f) shall survive any termination of this Lease.

ARTICLE XI

OPTION AND OBLIGATION TO PURCHASE THE PROJECT

Section 11.1. Option to Purchase the Project. The Developer shall have, and is herebygranted, the option to purchase all or any portion of the City’s interest in the Project at any time, uponpayment in full or redemption of the Outstanding Bonds to be redeemed or provision for their payment orredemption having been made pursuant to Article XIII of the Indenture. To exercise such option, the

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Developer shall give written notice to the City and to the Trustee, and shall specify therein the date ofclosing of such purchase, which date shall be not less than 15 nor more than 90 days from the date suchnotice is mailed, and, in case of a redemption of the Bonds in accordance with the provisions of theIndenture, the Developer shall make arrangements satisfactory to the Trustee for the giving of therequired notice of redemption. Notwithstanding the foregoing, if the City or the Trustee provides noticeof its intent to exercise its remedies hereunder upon an Event of Default (a “Remedies Notice”), theDeveloper shall be deemed to have exercised its repurchase option under this Section on the 29th dayfollowing the issuance of the Remedies Notice without any further action by the Developer; provided saidRemedies Notice has not been rescinded by such date (such option to take place on the 29th day followingthe issuance of the Remedies Notice). The Developer may rescind such exercise by providing writtennotice to the City and the Trustee on or before the 29th day and by taking such action as may be requiredto cure the default that led to the giving of the Remedies Notice. The purchase price payable by theDeveloper in the event of its exercise of the option granted in this Section shall be the sum of thefollowing:

(a) an amount of money which, when added to the amount then on deposit in theBond Fund, will be sufficient to redeem all or a portion of the then-Outstanding Bonds on theearliest redemption date next succeeding the closing date, including, without limitation, principaland interest to accrue to said redemption date and redemption expense; plus

(b) an amount of money equal to the Trustee’s and the Paying Agent’s agreed to andreasonable fees, charges and expenses under the Indenture accrued and to accrue until suchredemption of the Bonds; plus

(c) an amount of money equal to the City’s reasonable charges and expensesincurred in connection with the Developer exercising its option to purchase all or a portion of theProject; plus

(d) an amount of money equal to all payments due and payable pursuant to theDevelopment and Performance Agreement through the end of the calendar year in which the dateof purchase occurs; plus

(e) the sum of $10.00.

Section 11.2. Conveyance of the Project. At the closing of the purchase of the Projectpursuant to this Article, the City will upon receipt of the purchase price deliver to the Developer thefollowing:

(a) a release from the Trustee of the Project from the lien and/or security interest ofthe Indenture and this Lease and appropriate termination of financing statements as requiredunder the Uniform Commercial Code; and

(b) documents, including without limitation a termination of the Base Lease and thisLease.

Section 11.3. Relative Position of Option and Indenture. The option to purchase the Projectgranted to the Developer in this Article shall be and remain prior and superior to the Indenture and may beexercised whether or not the Developer is in default under this Lease; provided that such option will notresult in nonfulfillment of any condition to the exercise of any such option (including the payment of all

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amounts specified in Section 11.1) and further provided that the option herein granted shall terminateupon the termination of this Lease.

Section 11.4. Obligation to Purchase the Project. The Developer hereby agrees to purchase,and the City hereby agrees to sell, the Project upon the occurrence of (a) the expiration of the Lease Termfollowing full payment of the Bonds or provision for payment thereof having been made in accordancewith the provisions of the Indenture, and (b) the final payment due under the Development andPerformance Agreement. The amount of the purchase price under this Section shall be the sum of theitems set forth in Sections 11.1(a)-(e). The purchase price shall be paid by the Developer within 90 daysof the expiration of the Lease Term.

Section 11.5. Right to Set-Off. At its option, to be exercised at least five days before the dateof closing such purchase, the Developer may deliver to the Trustee for cancellation Bonds not previouslypaid, and the Developer shall receive a credit against the purchase price payable by the Developer in anamount equal to 100% of the principal amount of the Bonds so delivered for cancellation, plus theaccrued interest thereon. The Developer may set-off any payment obligation under Section 11.1(a) bytendering a corresponding amount of the Bonds to the Trustee for cancellation.

ARTICLE XII

DEFAULTS AND REMEDIES

Section 12.1. Events of Default. If any one or more of the following events occurs and iscontinuing, it is hereby defined as and declared to be and to constitute an “Event of Default” under thisLease:

(a) default in the due and punctual payment of Basic Rent or Additional Rent within10 days after written notice thereof from the City to the Developer and the Lender; or

(b) default in the due observance or performance of any other covenant, agreement,obligation or provision of this Lease on the Developer’s part to be observed or performed, andsuch default continues for 60 days after the City or the Trustee has given the Developer and theLender written notice specifying such default (or such longer period as is reasonably required tocure such default, provided that (i) the Developer or the Lender, as applicable, has commencedsuch cure within said 60-day period, and (ii) the Developer or the Lender, as applicable, diligentlyprosecutes such cure to completion); or

(c) the Developer: (i) admits in writing its inability to pay its debts as they becomedue; or (ii) files a petition in bankruptcy or for reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code as now or in thefuture amended or any other similar present or future federal or state statute or regulation, or filesa pleading asking for such relief; or (iii) makes an assignment for the benefit of creditors; or (iv)consents to the appointment of a trustee, receiver or liquidator for all or a substantial portion of itsproperty or fails to have the appointment of any trustee, receiver or liquidator made without theDeveloper’s consent or acquiescence, vacated or set aside; or (v) is finally adjudicated asbankrupt or insolvent under any federal or state law; or (vi) is subject to any proceeding, orsuffers the entry of a final and non-appealable court order, under any federal or state lawappointing a trustee, receiver or liquidator for all or a substantial portion of its property orordering the winding-up or liquidation of its affairs, or approving a petition filed against it under

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the Bankruptcy Code, as now or in the future amended, which order or proceeding, if notconsented to by it, is not dismissed, vacated, denied, set aside or stayed within 90 days after theday of entry or commencement; or (vii) suffers a writ or warrant of attachment or any similarprocess to be issued by any court against all or any substantial portion of its property, and suchwrit or warrant of attachment or any similar process is not contested, stayed or released within 60days after the final entry, or levy or after any contest is finally adjudicated or any stay is vacatedor set aside; or

(d) an Event of Default under the Development and Performance Agreement, asdefined in Section 5.1 thereof.

The Trustee shall give the Lender notice of the occurrence of any Event of Default of which theTrustee has notice pursuant to the terms of the Indenture. The Lender may, at its election, but shall haveno obligation to, cure such Event of Default.

Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 hasoccurred and continues beyond the period provided to cure, then the City may at the City’s election(subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination ofthis Lease in the Indenture), then or at any time thereafter, and while such default continues, take any oneor more of the following actions, in addition to the remedies provided in Section 12.5:

(a) cause all amounts payable with respect to the Bonds for the remainder of the termof this Lease to become due and payable, as provided in the Indenture; or

(b) give the Developer written notice of intention to terminate this Lease on a datespecified therein, which date shall not be earlier than 60 days after such notice is given, and if alldefaults have not then been cured, on the date so specified, the Owners shall tender or be deemedto have tendered the Outstanding principal amount of the Bonds for cancellation with instructionthat such tender is in lieu of payment in accordance with Section 11.1, the Developer’s or theLender’s rights to possession of the Project shall cease and this Lease shall thereupon beterminated, and the City may re-enter and take possession of the Project or the City may conveythe Project to the Developer and bring an action against the Developer for the purchase price ofthe Project under Section 11.1; provided, however, if the Developer has paid all obligations dueand owing under the Indenture, this Lease, the Base Lease and the Development and PerformanceAgreement, the City shall convey the Project in accordance with Section 11.2. The Developer’srights to cause the conveyance of the Project in accordance with Section 11.2 shall survive theexpiration or termination of this Lease.

If the City defaults on any of its obligations under this Lease, the Developer’s sole remedy forsuch default shall be to sue for specific performance of this Lease.

Section 12.3. Survival of Obligations. The Developer covenants and agrees with the City andOwners that its obligations under this Lease shall survive the cancellation and termination of this Lease,for any cause, and that the Developer shall continue to pay the Basic Rent and Additional Rent (to theextent the Bonds remain Outstanding) and perform all other obligations provided for in this Lease, all atthe time or times provided in this Lease; provided, however, that except for the indemnification containedin Section 10.5, upon the payment of all Basic Rent and Additional Rent required under Article V, andupon the satisfaction and discharge of the Indenture under Section 1301 thereof, and upon theDeveloper’s exercise of the purchase option contained in Article XI, the Developer’s obligations under

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this Lease shall thereupon cease and terminate in full, except that obligations with respect tocompensation and indemnification of the City and the Trustee shall not so terminate.

Section 12.4. Performance of the Developer’s Obligations by the City. Upon an Event ofDefault, the City, or the Trustee in the City’s name, may (but shall not be obligated so to do) upon thecontinuance of such failure on the Developer’s part for 60 days after written notice of such failure is givento the Developer by the City or the Trustee, and without waiving or releasing the Developer from anyobligation hereunder, as an additional but not exclusive remedy, make any such payment or perform anysuch obligation, and all reasonable sums so paid by the City or the Trustee and all necessary incidentalreasonable costs and expenses incurred by the City or the Trustee (including, without limitation,attorneys’ fees and expenses) in performing such obligations shall be deemed Additional Rent and shallbe paid to the City or the Trustee on demand, and if not so paid by the Developer, the City or the Trusteeshall have the same rights and remedies provided for in Section 12.2 in the case of default by theDeveloper in the payment of Basic Rent.

Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by theCity and the Developer hereunder are in addition to those otherwise provided by law and shall beconstrued as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereofon one or more occasions. The City and the Developer shall each be entitled to specific performance andinjunctive or other equitable relief for any breach or threatened breach of any of the provisions of thisLease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives theright to raise such defense in any proceeding in equity. Notwithstanding anything in this Section 12.5 orelsewhere in this Lease to the contrary, however, the Developer’s option to re-purchase the property asprovided in Article XI above shall not be terminated upon an Event of Default unless and until this Leaseis terminated to the extent permitted pursuant to Section 12.2(b) above. The parties agree that noprovision of this Lease shall be construed to allow the City to require the Developer to acquire, constructor install the Project.

Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreementherein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement oras a waiver of any breach of any other covenant or agreement, and in case of a breach by the Developer ofany covenant, agreement or undertaking by the Developer, the City may nevertheless accept from theDeveloper any payment or payments hereunder without in any way waiving the City’s right to exerciseany of its rights and remedies provided for herein with respect to any such default or defaults of theDeveloper which were in existence at the time such payment or payments were accepted by the City.

Section 12.7. Trustee’s Exercise of the City’s Remedies. Whenever any Event of Default hasoccurred and is continuing, the Trustee may, but except as otherwise provided in the Indenture shall notbe obliged to, exercise any or all of the rights of the City under this Article, upon notice as required of theCity unless the City has already given the required notice. In addition, the Trustee shall have available toit all of the remedies prescribed by the Indenture.

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ARTICLE XIII

ASSIGNMENT AND SUBLEASE

Section 13.1. Assignment; Sublease.

(a) The Developer may assign, transfer, encumber or dispose of this Lease or any interestherein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section,the Developer must obtain the City’s prior written consent before any such disposition, unless suchdisposition is to (i) Opus Development Company, L.L.C. or an entity controlled by or under commoncontrol with or controlling the Developer or Opus Development Company, L.L.C. or (ii) the Lender.Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure,the interest of the Developer in this Lease.

(b) With respect to any assignment, the Developer or the Lender, as applicable, shall complywith the following conditions:

(i) the Developer shall notify the City of the assignment in writing;

(ii) such assignment shall be duly executed and acknowledged by the assignor and inproper form for recording;

(iii) such assignment shall include the entire then unexpired term of this Lease; and

(iv) a duplicate original of such assignment shall be delivered to the City and theTrustee within 10 days after the execution thereof, together with an assumption agreement, dulyexecuted and acknowledged by the assignee and in proper form for recording, by which theassignee shall assume all of the terms, covenants and conditions of this Lease on the part of theDeveloper to be performed and observed.

(c) Any assignee of all the rights of the Developer shall agree to be bound by the terms ofthis Lease, the Base Lease, the Development and Performance Agreement and any other documentsrelated to the issuance of the Bonds. Upon such assignment of all the rights of the Developer andagreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development andPerformance Agreement and any other documents related to the Bonds, the Developer shall be releasedfrom and have no further obligations under this Lease, the Base Lease, the Development and PerformanceAgreement or any other document related to the issuance of the Bonds.

(d) Notwithstanding the foregoing, the Developer may, in its ordinary course of business,sublease all or portions of the Project to tenants without the prior consent of the City so long as theDeveloper remains obligated to perform all of its obligations under this Lease, the Base Lease and theDevelopment and Performance Agreement.

Section 13.2. Assignment of Revenues by City. The City shall assign and pledge any rents,revenues and receipts receivable under this Lease, to the Trustee pursuant to the Indenture as security forpayment of the principal of and interest and premium, if any, on the Bonds, and the Developer herebyconsents to such pledge and assignment.

Section 13.3. Prohibition Against Leasehold Mortgage of Project. The City shall notmortgage its leasehold interest in the Project but may assign its interest in and pledge any moneys

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receivable under this Lease to the Trustee pursuant to the Indenture as security for payment of theprincipal of and interest on the Bonds.

Section 13.4. Restrictions on Sale or Encumbrance of Project by City. During the LeaseTerm, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture and except toenforce its rights under Section 12.2(b), it will not sell, assign, encumber, mortgage, transfer or conveythe Project or any interest therein.

ARTICLE XIV

AMENDMENTS, CHANGES AND MODIFICATIONS

Section 14.1. Amendments, Changes and Modifications. Except as otherwise provided inthis Lease or in the Indenture, subsequent to the issuance of the Bonds and before the payment in full ofthe Bonds (or provision for the payment thereof having been made in accordance with the provisions ofthe Indenture), this Lease may not be effectively amended, changed, modified, altered or terminatedwithout the prior written consent of the Trustee, given in accordance with the provisions of the Indenture,which consent, however, shall not be unreasonably withheld, and the written consent of all of the Owners,the Lender and any other Financing Party.

ARTICLE XV


Section 15.1. Notices. All notices, certificates or other communications required or desired tobe given hereunder shall be in writing and shall be deemed duly given when (a) mailed by registered orcertified mail, postage prepaid, or (b) sent by overnight delivery or other delivery service which requireswritten acknowledgment of receipt by the addressee, addressed as follows:

(i) To the City:

City of Olivette, Missouri1140 Dielman RoadOlivette, Missouri 63132Attn: City Manager

with copies to:

Paul Martin, P.C.1406 N. BroadwaySt. Louis, Missouri 63102

and:

Gilmore & Bell, P.C.One Metropolitan Square211 N. Broadway, Suite 2000St. Louis, Missouri 63102

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Attn: Shannon Creighton, Esq. and Mark A. Spykerman, Esq.

(ii) To the Trustee:

[*Trustee*]____________________Attn: Corporate Trust Department

(iii) To the Developer:

Opus Development Company, L.L.C.112 S. Hanley Road, Suite 100St. Louis, Missouri 63105Attn: Manager, Real Estate Development

with a copy to:

___________________________________________________

(iv) To the Lender:

[*Lender*]____________________Attn: __________

All notices given by certified or registered mail as aforesaid shall be deemed fully given as of thedate they are so mailed, provided, however, that notice to the Trustee shall be effective only upon receipt.A duplicate copy of each notice, certificate or other communication given hereunder by either the City orthe Developer to the other shall also be given to the Trustee and the Lender. The City, the Developer andthe Trustee may from time to time designate, by notice given hereunder to the others of such parties, suchother address to which subsequent notices, certificates or other communications shall be sent.

Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals. Whereverin this Lease it is provided that the City shall, may or must give its approval or consent, or executesupplemental agreements or schedules, the City shall not unreasonably, arbitrarily or unnecessarilywithhold or refuse to give such approvals or consents or refuse to execute such supplemental agreementsor schedules; provided, however, that nothing in this Lease shall be interpreted to affect the City’s rightsto approve or deny any additional project or matter unrelated to the Project subject to zoning, buildingpermit or other regulatory approvals by the City.

Section 15.3. Net Lease. The parties hereto agree (a) that this Lease shall be deemed andconstrued to be a net lease, (b) that the payments of Basic Rent are designed to provide the City and theTrustee funds adequate in amount to pay all principal of and interest accruing on the Bonds as the samebecomes due and payable, (c) that to the extent that the payments of Basic Rent are not sufficient toprovide the City and the Trustee with funds sufficient for the purposes aforesaid, the Developer shall beobligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional Rent,

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such further sums of money, in cash, as may from time to time be required for such purposes, and (d) thatif after the principal of and interest on the Bonds and all costs incident to the payment of the Bonds(including the fees and expenses of the City and the Trustee) have been paid in full the Trustee or the Cityholds unexpended funds received in accordance with the terms hereof such unexpended funds shall, afterpayment therefrom of all sums then due and owing by the Developer under the terms of this Lease, andexcept as otherwise provided in this Lease and the Indenture, become the absolute property of and be paidover forthwith to the Developer.

Section 15.4. Limitation on Liability of City. No provision, covenant or agreement containedin this Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the City, orthe breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a chargeupon the general credit or taxing powers of the City or the State of Missouri.

Section 15.5. Governing Law. This Lease shall be construed in accordance with andgoverned by the laws of the State of Missouri.

Section 15.6. Binding Effect; Third-Party Beneficiary. This Lease shall be binding uponand shall inure to the benefit of the City and the Developer and their respective successors and assigns.The Lender shall be a third-party beneficiary of any provisions contained herein granting rights to theLender.

Section 15.7. Severability. If for any reason any provision of this Lease shall be determined tobe invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not beaffected thereby.

Section 15.8. Execution in Counterparts. This Lease may be executed in severalcounterparts, each of which shall be deemed to be an original and all of which shall constitute but one andthe same instrument.

Section 15.9. Electronic Transaction. The parties agree that the transaction described hereinmay be conducted and related documents may be sent, received or stored by electronic means. Copies,telecopies, facsimiles, electronic files and other reproductions of original executed documents shall bedeemed to be authentic and valid counterparts of such original documents for all purposes, including thefiling of any claim, action or suit in the appropriate court of law.

Section 15.10. City Consent. Pursuant to the Ordinance, the Mayor and the City Manager areauthorized to execute all documents on behalf of the City (including documents pertaining to the transferof property or the financing or refinancing of the Project by the Developer) as may be required to carryout and comply with the intent of the Ordinance, the Indenture and this Lease. The Mayor and the CityManager are also authorized, unless expressly prohibited herein, to grant on behalf of the City suchconsents, estoppels and waivers relating to the Bonds, the Indenture, the Base Lease, this Lease or theDevelopment and Performance Agreement as may be requested during the term hereof; provided, suchconsents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the termof this Lease or the tax exemption as provided for herein, waive an Event of Default or materially changethe nature of the transaction unless otherwise approved by the City Council.

Section 15.11. Subordination of Lease. By its execution hereof, each of the Developer and theCity hereby agree that this Lease shall be, is and shall continue to be, subordinate and inferior to the FeeDeed of Trust and the other Loan Documents until all [*Obligations*] (as such term is defined in the FeeDeed of Trust) have been indefeasibly paid and performed in full, including but not limited to, all future

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advances and future obligations secured by the Fee Deed of Trust and the other Loan Documents. Suchsubordination shall be self-operative and shall be irrespective of the time, manner, order of recording orperfection or any other priority that ordinarily would result under the Uniform Commercial Code asenacted in each and every applicable jurisdiction, and as amended from time to time, and other applicablelaw for the order of granting or perfecting any security interests referred to herein.

Section 15.12. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of theRevised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not, for theduration of this Lease, engage in a boycott of goods or services from (a) the State of Israel, (b) companiesdoing business in or with the State of Israel or authorized by, licensed by or organized under the laws ofthe State of Israel or (c) persons or entities doing business in the State of Israel.


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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in theirrespective names by their duly authorized signatories, all as of the date first above written.



Denise Mandel, City Clerk

[Lease Agreement]

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Opus Development Company, L.L.C.,a Missouri limited liability company

By: Name: Title:

[Lease Agreement]

A-1

EXHIBIT A

PROJECT SITE

The land situated in the County of St. Louis, State of Missouri, and described as follows:

B-1

EXHIBIT B

PROJECT IMPROVEMENTS

The Project Improvements consist of a development consisting of approximately 207 residentialapartments and any other improvements located on the Project Site, to the extent paid for in whole withBond proceeds.

C-1

EXHIBIT C

FORM OF REQUISITION CERTIFICATE

Requisition No. _____Date: _______________

REQUISITION CERTIFICATE

TO: [*TRUSTEE*], AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF [*Date*],2021, BETWEEN THE CITY OF OLIVETTE, MISSOURI, AND THE TRUSTEE, ANDTHE LEASE AGREEMENT DATED AS OF [*Date*], 2021, BETWEEN THE CITY OFOLIVETTE, MISSOURI, AND OPUS DEVELOPMENT COMPANY, L.L.C.

The undersigned Authorized Developer Representative hereby states and certifies that:

1. A total of $__________ is requested to pay for Project Costs associated with theacquisition of the Project Site and the construction of the Project Improvements. The total amount of thisrequisition and all prior requisitions are as follows:

Date of Project CostsAmount Submitted in

this Requisition

Requisitions Submitted to Date (Including this Requisition)

2. Said Project Costs shall be paid in whole from Bond proceeds in such amounts, to suchpayees and for such purposes as set forth on Schedule 1 hereto.

3. Each of the items for which payment is requested are or were desirable and appropriate inconnection with the purchase and construction of the Project, have been properly incurred and are aproper charge against the Project Fund, and have been paid by the Developer or are justly due to thePersons whose names and addresses are stated on Schedule 1, and have not been the basis of anyprevious requisition from the Project Fund.

4. As of this date, except for the amounts referred to above, to the best of my knowledgethere are no outstanding disputed statements for which payment is requested for labor, wages, materials,supplies or services in connection with the purchase and construction of the Project which, if unpaid,might become the basis of a vendors’, mechanics’, laborers’ or materialmen’s statutory or similar lienupon the Project or any part thereof.

5. Capitalized words and terms used in this Requisition Certificate have the meanings givento such words and terms in Section 101 of the Trust Indenture.

C-2

OPUS DEVELOPMENT COMPANY, L.L.C.

By: Authorized Developer Representative

Approved this _____ day of ____________________, 20___.


By: Authorized City Representative

C-3

SCHEDULE 1 TO REQUISITION CERTIFICATE

PROJECT COSTS

Payee and Address Description Amount


CITY OF OLIVETTE, MISSOURI,

AND

[*TRUSTEE*],as Trustee

________________

TRUST INDENTURE

Dated as of [*Date*], 2021________________

Relating to:

$55,000,000(Aggregate Maximum Principal Amount)

City of Olivette, MissouriTaxable Industrial Revenue Bonds

(Opus Development Company, L.L.C. Project)Series 2021

(i)

TRUST INDENTURE

TABLE OF CONTENTS

Page

Parties ............................................................................................................................................1Recitals ............................................................................................................................................1Granting Clauses.......................................................................................................................................... 2

ARTICLE I

DEFINITIONS

Section 101. Definitions of Words and Terms.........................................................................................3Section 102. Rules of Interpretation........................................................................................................ 8Section 103. Incorporation...................................................................................................................... 9

ARTICLE II

THE BONDS

Section 201. Title and Amount of Bonds.................................................................................................9Section 202. Nature of Obligation...........................................................................................................9Section 203. Denomination, Number and Dating of the Bonds............................................................ 10Section 204. Method and Place of Payment of Bonds.......................................................................... 10Section 205. Execution and Authentication of Bonds........................................................................... 11Section 206. Registration, Transfer and Exchange of Bonds................................................................ 11Section 207. Persons Deemed Owners of Bonds.................................................................................. 12Section 208. Authorization of the Bonds...............................................................................................12Section 209. Mutilated, Lost, Stolen or Destroyed Bonds.................................................................... 14Section 210. Cancellation and Destruction of Bonds Upon Payment................................................... 14

ARTICLE III

REDEMPTION OF BONDS

Section 301. Redemption of Bonds....................................................................................................... 14Section 302. Effect of Call for Redemption.......................................................................................... 15Section 303. Notice of Redemption.......................................................................................................15

ARTICLE IV

FORM OF BONDS

Section 401. Form Generally.................................................................................................................15

(ii)

ARTICLE V

CUSTODY AND APPLICATION OF BOND PROCEEDS

Section 501. Creation of Funds............................................................................................................. 16Section 502. Deposits into the Project Fund..........................................................................................16Section 503. Disbursements from the Project Fund.............................................................................. 16Section 504. Completion of the Project.................................................................................................16Section 505. Disposition Upon Acceleration.........................................................................................17

ARTICLE VI

REVENUES AND FUNDS

Section 601. Deposits into the Bond Fund............................................................................................ 17Section 602. Application of Moneys in the Bond Fund........................................................................ 17Section 603. Payments Due on Days Other than Business Days.......................................................... 18Section 604. Nonpresentment of Bonds................................................................................................ 18

ARTICLE VII

SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS

Section 701. Moneys to be Held in Trust.............................................................................................. 18Section 702. Investment of Moneys in Project Fund and Bond Fund...................................................18Section 703. Record Keeping................................................................................................................ 19

ARTICLE VIII

GENERAL COVENANTS AND PROVISIONS

Section 801. Payment of Principal and Interest.....................................................................................19Section 802. Authority to Execute Indenture and Issue Bonds............................................................. 19Section 803. Performance of Covenants................................................................................................19Section 804. Instruments of Further Assurance.....................................................................................20Section 805. Recordings and Filings..................................................................................................... 20Section 806. Inspection of Project Books..............................................................................................20Section 807. Enforcement of Rights Under the Lease...........................................................................20

ARTICLE IX

DEFAULT AND REMEDIES

Section 901. Events of Default; Notice; Opportunity to Cure...............................................................20Section 902. Acceleration of Maturity in Event of Default...................................................................21Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession..... 21Section 904. Appointment of Receivers in Event of Default................................................................ 22Section 905. Exercise of Remedies by the Trustee................................................................................22Section 906. Limitation on Exercise of Remedies by Owners.............................................................. 22Section 907. Right of Owners to Direct Proceedings............................................................................23Section 908. Application of Moneys in Event of Default..................................................................... 23

(iii)

Section 909. Remedies Cumulative.......................................................................................................24Section 910. Waivers of Events of Default............................................................................................25

ARTICLE X

THE TRUSTEE

Section 1001. Acceptance of the Trusts...................................................................................................25Section 1002. Fees, Charges and Expenses of the Trustee......................................................................28Section 1003. Notice to Owners if Default Occurs................................................................................. 28Section 1004. Intervention by the Trustee............................................................................................... 28Section 1005. Successor Trustee Upon Merger, Consolidation or Sale.................................................. 28Section 1006. Resignation of Trustee...................................................................................................... 29Section 1007. Removal of Trustee...........................................................................................................29Section 1008. Appointment of Successor Trustee................................................................................... 29Section 1009. Vesting of Trusts in Successor Trustee............................................................................. 29Section 1010. Right of Trustee to Pay Taxes and Other Charges............................................................ 30Section 1011. Trust Estate May be Vested in Co-Trustee....................................................................... 30Section 1012. Accounting........................................................................................................................30Section 1013. Performance of Duties Under the Lease...........................................................................31

ARTICLE XI

SUPPLEMENTAL INDENTURES

Section 1101. Supplemental Indentures Not Requiring Consent of Owners.......................................... 31Section 1102. Supplemental Indentures Requiring Consent of Owners................................................. 31Section 1103. Developer's Consent to Supplemental Indentures............................................................ 32Section 1104. Opinion of Counsel...........................................................................................................32

ARTICLE XII

SUPPLEMENTAL LEASES

Section 1201. Supplemental Leases Not Requiring Consent of Owners................................................ 32Section 1202. Supplemental Leases Requiring Consent of Owners....................................................... 33Section 1203. Opinion of Counsel...........................................................................................................33

ARTICLE XIII

SATISFACTION AND DISCHARGE OF INDENTURE

Section 1301. Satisfaction and Discharge of this Indenture.................................................................... 33Section 1302. Bonds Deemed to be Paid.................................................................................................34

(iv)

ARTICLE XIV


Section 1401. Consents and Other Instruments by Owners.................................................................... 34Section 1402. Limitation of Rights Under this Indenture....................................................................... 35Section 1403. Rights of Lender............................................................................................................... 35Section 1404. Notices.............................................................................................................................. 35Section 1405. Severability.......................................................................................................................36Section 1406. Execution in Counterparts................................................................................................ 37Section 1407. Governing Law................................................................................................................. 37Section 1408. Electronic Transaction...................................................................................................... 37Section 1409. City Consent..................................................................................................................... 37Section 1410. Anti-Discrimination Against Israel Act............................................................................ 37

Signature and Seals.................................................................................................................................... 38

Exhibit A - Project SiteExhibit B - Project ImprovementsExhibit C - Form of BondsExhibit D - Form of Representation Letter

TRUST INDENTURE

THIS TRUST INDENTURE dated as of [*Date*], 2021 (this “Indenture”), between the CITYOF OLIVETTE, MISSOURI, a fourth-class city organized and existing under the laws of the State ofMissouri (the “City”), and [*TRUSTEE*], a national banking association duly organized and existingand authorized to accept and execute trusts of the character herein set forth under the laws of the UnitedStates of America, with a corporate trust office located in St. Louis, Missouri, as Trustee (the “Trustee”);

RECITALS:

1. The City is authorized and empowered pursuant to the provisions of Article VI, Section27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes ofMissouri (collectively, the “Act”) and the City Charter to purchase, construct, extend and improve certainprojects (as defined in the Act) and to issue industrial development revenue bonds for the purpose ofproviding funds to pay the costs of such projects and to lease or otherwise dispose of such projects toprivate persons or corporations for manufacturing, commercial, office industry, warehousing andindustrial development purposes upon such terms and conditions as the City deems advisable.

2. Pursuant to the Act, the City Council passed Ordinance No. _____ on ________, 2021(the “Ordinance”), authorizing the City to issue its Taxable Industrial Revenue Bonds (OpusDevelopment Company, L.L.C. Project), Series 2021, in the maximum principal amount of $55,000,000(the “Bonds”), for the purpose of (a) acquiring a leasehold interest in certain real property located onIrvington Court and Reyem Court in the City (as legally described on Exhibit A, the “Project Site”) and(b) constructing thereon a mixed-use development consisting of approximately 207 residential apartments(as more fully described on Exhibit B, the “Project Improvements”).

3. Pursuant to the Act and the Ordinance, the City is authorized to (a) enter into thisIndenture with the Trustee for the purpose of issuing and securing the Bonds, as herein provided, (b) enterinto a Base Lease of even date herewith (the “Base Lease”) with Opus Development Company, L.L.C., aMissouri limited liability company (the “Developer”), under which the City will acquire a leaseholdinterest in the Project Site and (c) enter into a Lease Agreement of even date herewith (the “Lease”) withthe Developer under which the City will, or will cause the Developer to, construct the ProjectImprovements and lease the Project Improvements, as they may at any time exist, together with the City’sleasehold interest in the Project Site (collectively, the “Project”), to the Developer in consideration ofrental payments by the Developer that will be sufficient to pay the principal of and interest on the Bonds.Upon completion of the Project Improvements, the City will acquire fee title to the Project.

4. All things necessary to make the Bonds, when authenticated by the Trustee and issued asprovided in this Indenture, the valid and legally binding obligations of the City, and to constitute thisIndenture a valid and legally binding pledge and assignment of the Trust Estate (as defined herein) hereinmade for the security of the payment of the principal of and interest on the Bonds, have been done andperformed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds,subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:

GRANTING CLAUSES

That the City, in consideration of the premises, the acceptance by the Trustee of the trusts herebycreated, the purchase and acceptance of the Bonds by the Owners (as defined herein) thereof, and of other

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good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure thepayment of the principal of and interest on all of the Bonds issued and Outstanding (as defined herein)under this Indenture from time to time according to their tenor and effect, and to secure the performanceand observance by the City of all the covenants, agreements and conditions herein and in the Bondscontained, does hereby pledge and assign to the Trustee and its successors and assigns forever, theproperty described in paragraphs (a), (b) and (c) below (said property being herein referred to as the“Trust Estate”), to-wit:

(a) All right, title and interest of the City in and to the Project together with thetenements, hereditaments, appurtenances, rights, easements, privileges and immunities thereuntobelonging or appertaining and, to the extent permissible, all permits, certificates, approvals andauthorizations;

(b) All right, title and interest of the City in, to and under the Lease (excluding theUnassigned Rights, as defined herein), and all rents, revenues and receipts derived by the Cityfrom the Project including, without limitation, all rentals and other amounts to be received by theCity and paid by the Developer under and pursuant to and subject to the provisions of the Lease;and

(c) All moneys and securities from time to time held by or now or hereafter requiredto be paid to the Trustee under the terms of this Indenture, and any and all other real or personalproperty of every kind and nature from time to time hereafter, by delivery or by writing of anykind, pledged, assigned or transferred as and for additional security hereunder by the City or byanyone in its behalf, or with its written consent, to the Trustee, which is hereby authorized toreceive any and all such property at any and all times and to hold and apply the same subject tothe terms hereof.

TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privilegeshereby pledged and assigned or agreed or intended so to be, to the Trustee and its successors and assignsforever;

IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, forthe equal and proportionate benefit, protection and security of all Owners from time to time of the BondsOutstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of anyof the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture;

PROVIDED, HOWEVER, that if the City pays, or causes to be paid, the principal of andinterest on the Bonds, at the time and in the manner mentioned in the Bonds, according to the true intentand meaning thereof, or provides for the payment thereof (as provided in Article XIII), and pays orcauses to be paid to the Trustee all other sums of money due or to become due to it in accordance with theterms and provisions hereof, then upon such final payments this Indenture and the rights hereby grantedshall cease, determine and be void; otherwise, this Indenture shall be and remain in full force and effect.

THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared,covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder areto be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, uponand subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes ashereinafter expressed, and the City does hereby agree and covenant with the Trustee and with therespective Owners from time to time, as follows:

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ARTICLE I

DEFINITIONS

Section 101. Definitions of Words and Terms. In addition to words and terms defined in theLease, which definitions shall be deemed to be incorporated herein, and terms defined elsewhere in thisIndenture, the following words and terms as used in this Indenture shall have the following meanings,unless some other meaning is plainly intended:

“Act” means, collectively, Article VI, Section 27(b) of the Missouri Constitution and Sections100.010 through 100.200 of the Revised Statutes of Missouri.

“Additional Rent” means the additional rental described in Section 5.2 of the Lease.

“Approved Investor” means (a) the Developer, (b) an affiliate of the Developer, (c) the Lender,(d) a “qualified institutional buyer” under Rule 144A promulgated under the Securities Act of 1933, or(e) any general business corporation or enterprise with total assets in excess of $100,000,000.

“Authorized City Representative” means the Mayor, the City Manager or such other Person atthe time designated to act on behalf of the City as evidenced by written certificate furnished to theDeveloper and the Trustee containing the specimen signature of such Person and signed on behalf of theCity by its Mayor or City Manager. Such certificate may designate an alternate or alternates, each ofwhom may perform all duties of the Authorized City Representative.

“Authorized Developer Representative” means the Person at the time designated to act onbehalf of the Developer as evidenced by written certificate furnished to the City and the Trusteecontaining the specimen signature of such Person and signed on behalf of the Developer by an authorizedofficer of the Developer. Such certificate may designate an alternate or alternates, each of whom mayperform all duties of the Authorized Developer Representative.

“Base Lease” means the Base Lease dated as of [*Date*], 2021 between the City and theDeveloper, as may be amended from time to time.

“Basic Rent” means the rental described in Section 5.1 of the Lease.

“Bond” or “Bonds” means the Taxable Industrial Revenue Bonds (Opus DevelopmentCompany, L.L.C. Project), Series 2021, in the maximum aggregate principal amount of $55,000,000,issued, authenticated and delivered under and pursuant to this Indenture.

“Bond Fund” means the “City of Olivette, Missouri, Series 2021 Bond Fund – OpusDevelopment Company, L.L.C.” created in Section 501.

“Bond Purchase Agreement” means the agreement by that name with respect to the Bonds byand between the City and the Purchaser.

“Business Day” means any day other than a Saturday or Sunday or legal holiday or a day onwhich banks located in the city in which the principal corporate trust office or the principal paymentoffice of the Trustee are required or authorized by law to remain closed.

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“City” means the City of Olivette, Missouri, a fourth-class city organized and existing under thelaws of the State.

“Closing Date” means the date identified in the Bond Purchase Agreement for the initialissuance and delivery of the Bonds.

“Closing Price” means the amount specified in writing by the Purchaser and agreed to by theCity as the amount required to pay for the initial issuance of the Bonds on the Closing Date, whichamount shall be equal to any Project Costs spent by the Developer from its own funds before the ClosingDate, and, at the Developer’s option, the costs of issuance of the Bonds if such costs are not paid for fromBond proceeds.

“Completion Date” means the date of execution of the certificate required by Section 4.5 of theLease and Section 504 hereof, which shall be deemed executed and filed on July 1, 2023 if not actuallyexecuted and filed by July 1, 2023, except as otherwise provided in Section 4.5 of the Lease.

“Cumulative Outstanding Principal Amount” means the aggregate principal amount of allBonds Outstanding under the provisions of this Indenture, not to exceed $55,000,000, as reflected in therecords maintained by the Trustee as provided in the Bonds and this Indenture.

“Developer” means Opus Development Company, L.L.C., a Missouri limited liability company,and its successors or assigns.

“Development and Performance Agreement” means the Development and PerformanceAgreement dated as of [*Date*], 2021 between the City and the Developer.

“Event of Default” means, with respect to this Indenture, any Event of Default as defined inSection 901 hereof and, with respect to the Lease, any Event of Default as described in Section 12.1 ofthe Lease.

“Fee Deed of Trust” means the Deed of Trust executed by the Developer for the benefit of theLender recorded against the Project Site prior to the City’s acquisition of the Project Site.

“Financing Document” means any loan agreement, credit agreement, mortgage, participationagreement, lease agreement, sublease, ground lease, hedging agreement or other document related to theProject and executed by or on behalf of a Financing Party, including, without limitation, any loanagreement, credit agreement, mortgage or other document executed in connection with the loans made tothe Developer by the Lender.

“Financing Party” means any Person providing debt, lease or equity financing (including equitycontributions or commitments) or hedging arrangements, or any renewal, extension or refinancing of anysuch financing or hedging arrangements, or any guarantee, insurance, letters of credit or credit support foror in connection with such financing or hedging arrangements, in connection with the development,construction, ownership, lease, operation or maintenance of the Project or interests or rights in the Lease,or any part thereof, including any trustee or agent acting on any such Person’s behalf. The Lender is aFinancing Party.

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“Full Insurable Value” means the reasonable replacement cost of the Project less physicaldepreciation and exclusive of land, excavations, footings, foundation and parking lots as determined at theexpense of the Developer from time to time.

“Government Securities” means (a) noncallable, nonredeemable direct obligations of the UnitedStates of America, and (b) obligations the timely payment of the principal of, and interest on, which isfully and unconditionally guaranteed by the United States of America, and (c) securities or receiptsevidencing ownership interests in obligations or specified portions (such as principal or interest) ofobligations described in (a) or (b).

“Indenture” means this Trust Indenture, as from time to time amended and supplemented bySupplemental Indentures in accordance with the provisions of Article XI.

“Investment Securities” means any of the following securities:

(a) Government Securities;

(b) bonds, notes or other obligations of the State or any political subdivision of theState, which at the time of their purchase are rated in either of the two highest rating categories bya nationally recognized rating service;

(c) obligations of Fannie Mae, the Government National Mortgage Association, theFederal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks forCooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administrationand Federal Home Loan Mortgage Corporation;

(d) repurchase agreements with any bank, bank holding company, savings and loanassociation, trust company, or other financial institution organized under the laws of the UnitedStates or any state, that are continuously and fully secured by any one or more of the securitiesdescribed in clause (a), (b) or (c) above and that have a market value at all times at least equal tothe principal amount of such repurchase agreement and are held in a custodial or trust account;

(e) certificates of deposit, time deposits or demand deposits, whether negotiable ornonnegotiable, issued by any bank or trust company organized under the laws of the UnitedStates or any state, provided that such certificates of deposit, time deposits or demand depositsshall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation,or (2) continuously and fully collateralized by such securities as are described above in clauses(a) through (d), inclusive, which shall have a market value at all times at least equal to theprincipal amount of such certificates of deposit, time deposits or demand deposits;

(f) money market funds registered under the Investment Company Act of 1940,whose shares are registered under the Securities Act of 1933, and having a rating of AAAm-G,AAA-m, or AA-m if rated by S&P or a rating of Aaa, Aa1 or Aa2 if rated by Moody’s; or

(g) any other investment approved in writing by the Authorized City Representativeand the Owners of all of the Outstanding Bonds.

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“Lease” means the Lease Agreement dated as of [*Date*], 2021 between the City, as lessor, andthe Developer, as lessee, as from time to time amended and supplemented by Supplemental Leases inaccordance with the provisions thereof and of Article XII.

“Lease Term” means the period from the effective date of the Lease until the expiration thereofpursuant to Section 3.2 of the Lease.

“Leasehold Mortgage” means any leasehold mortgage, leasehold deed of trust, assignment ofrents and leases or other agreement relating to the Project permitted pursuant to the provisions ofSection 10.4 of the Lease and subject to the express, prior written consent of the Lender.

“Lender” means [*Lender*] and its successors or assigns.

“Net Proceeds” means, when used with respect to any insurance or condemnation award withrespect to the Project, the gross proceeds from the insurance or condemnation award remaining afterpayment of all expenses (including attorneys’ fees, the Trustee’s fees and any extraordinary expenses ofthe City and the Trustee) incurred in the collection of such gross proceeds.

“Outstanding” means, when used with reference to Bonds, as of a particular date, all Bondstheretofore authenticated and delivered, except:

(a) Bonds previously canceled by the Trustee or delivered to the Trustee forcancellation;

(b) Bonds deemed to be paid in accordance with the provisions of Section 1302; and

(c) Bonds in exchange for or in lieu of which other Bonds have been authenticatedand delivered pursuant to this Indenture.

“Owner” means the registered owner of any Bond as recorded on the bond registration recordsmaintained by the Trustee, and for any actions requiring the consent of an Owner hereunder, the Lender.

“Paying Agent” means the Trustee and any other bank or trust company designated by thisIndenture as paying agent for the Bonds at which the principal of or interest on the Bonds shall bepayable.

“Payment Date” means the date on which the principal of or interest on any Bond, whether atthe stated maturity thereof or the redemption date thereof, is payable, which shall be December 1 of eachyear that the Bonds are Outstanding.

“Permitted Encumbrances” means, as of any particular time, as the same may encumber theProject Site, (a) liens for ad valorem taxes and special assessments not then delinquent, (b) this Indenture,the Lease and the Development and Performance Agreement, (c) utility, access and other easements andrights-of-way, mineral rights, restrictions, exceptions and encumbrances that will not materially interferewith or impair the operations being conducted on the Project Site or easements granted to the City, (d)such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normallyexist with respect to properties similar in character to the Project Site and as do not in the aggregatematerially impair the property affected thereby for the purpose for which it was acquired or is held by theCity, (e) liens, security interests or encumbrances granted pursuant to the Lease, any Leasehold Mortgage,

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the Fee Deed of Trust or any other Financing Documents, and (f) such exceptions to title set forth in the[*Pro Forma Owner’s Policy of Title Insurance, File No. __________,*] prepared by [*Title Company*].

“Person” means an individual, partnership, corporation, business trust, joint stock company,limited liability company, bank, insurance company, unincorporated association, joint venture or otherentity of whatever nature.

“Plans and Specifications” means the plans and specifications prepared for and showing theProject, as amended by the Developer from time to time before the Completion Date, the same being onfile at the principal office of the Developer, and which shall be available for reasonable inspection duringnormal business hours and upon not less than one Business Day’s prior notice by the City, the Trustee andtheir duly appointed representatives.

“Project” means, collectively, the Project Site and the Project Improvements as they may at anytime exist.

“Project Costs” means all costs of purchasing and constructing the Project, including thefollowing:

(a) all costs and expenses necessary or incident to the acquisition, construction andimprovement of the Project;

(b) fees and expenses of architects, appraisers, surveyors and engineers for estimates,surveys, soil borings and soil tests and other preliminary investigations and items necessary to thecommencement of construction, preparation of plans, drawings and specifications and supervisionof construction, as well as for the performance of all other duties of professionals and consultantsin relation to the purchase and construction of the Project or the issuance of the Bonds;

(c) all costs and expenses of every nature incurred in purchasing and constructing theProject Improvements and otherwise improving the Project Site, including the actual cost of laborand materials as payable to contractors, builders and materialmen in connection with the purchaseand construction of the Project;

(d) interest accruing on the Bonds during the construction period of the Project;

(e) the cost of title insurance policies and the cost of any other insurance maintainedduring the period of construction of the Project in accordance with Article VII of the Lease;

(f) reasonable expenses of administration, supervision and inspection properlychargeable to the Project, legal fees and expenses, fees and expenses of accountants and otherconsultants, publication and printing expenses, and initial fees and expenses of the Trustee to theextent that said fees and expenses are necessary or incident to the issuance and sale of the Bondsor the purchase and construction of the Project;

(g) all other items of expense not elsewhere specified in this definition as may benecessary or incident to: (1) the authorization, issuance and sale of the Bonds, including costs ofissuance of the Bonds; (2) the purchase and construction of the Project; and (3) the financingthereof; and

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(h) reimbursement to the Developer or those acting for it for any of the aboveenumerated costs and expenses incurred and paid by them before or after the execution of theLease.

“Project Fund” means the “City of Olivette, Missouri, Series 2021 Project Fund – OpusDevelopment Company, L.L.C.” created in Section 501.

“Project Improvements” means the buildings, structures, improvements and fixtures to bepurchased, constructed, installed and otherwise improved on the Project Site pursuant to Article IV of theLease and paid for in whole from the proceeds of the Bonds, as described in Exhibit B, and all additions,alterations, modifications and improvements thereof made pursuant to the Lease.

“Project Site” means all of the real estate as described in Exhibit A.

“Purchaser” means the entity identified in the Bond Purchase Agreement as the purchaser of theBonds.

“State” means the State of Missouri.

“Supplemental Indenture” means any indenture supplemental or amendatory to this Indentureentered into by the City and the Trustee pursuant to Article XI.

“Supplemental Lease” means any supplement or amendment to the Lease entered into pursuantto Article XII.

“Trust Estate” means the Trust Estate described in the Granting Clauses of this Indenture.

“Trustee” means [*Trustee*], a national banking association duly organized and existing andauthorized to accept and execute trusts of the character herein set forth under the laws of the United Statesof America, and its successor or successors and any other corporation which at the time may besubstituted in its place pursuant to and at the time serving as Trustee under this Indenture.

“Unassigned Rights” means the City’s rights under the Lease to receive moneys for its ownaccount and the City’s rights to indemnification or to be protected from liabilities by insurance policiesrequired by the Lease, as provided in the Lease.

Section 102. Rules of Interpretation.

(a) Words of the masculine gender shall be deemed and construed to include correlativewords of the feminine and neuter genders.

(b) Unless the context otherwise indicates, words importing the singular number shallinclude the plural and vice versa, and words importing Persons shall include firms, associations andcorporations, including governmental entities, as well as natural Persons.

(c) Wherever in this Indenture it is provided that either party shall or will make any paymentor perform or refrain from performing any act or obligation, each such provision shall, even though not soexpressed, be construed as an express covenant to make such payment or to perform, or not to perform, asthe case may be, such act or obligation.

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(d) All references in this instrument to designated “Articles,” “Sections” and othersubdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions ofthis instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words ofsimilar import refer to this Indenture as a whole and not to any particular Article, Section or othersubdivision.

(e) The Table of Contents and the Article and Section headings of this Indenture shall not betreated as a part of this Indenture or as affecting the true meaning of the provisions hereof.

(f) Whenever an item or items are listed after the word “including,” such listing is notintended to be a listing that excludes items not listed.

(g) Whenever the City is required to “cooperate,” “cooperate fully” or “act promptly” on amatter set forth in this Indenture, the City’s cooperation shall be deemed to be reasonable cooperation andthe City’s promptness shall be deemed to be reasonable promptness; provided, however, the City shall notbe required to incur any costs, expenses, obligations or liabilities in providing such reasonablecooperation and promptness.

Section 103. Incorporation.

(a) The Recitals hereof are all incorporated into this Indenture as if fully and completely setout in this Section.

(b) The Exhibits to this Indenture are hereby incorporated into and made a part of thisIndenture.

ARTICLE II

THE BONDS

Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indentureexcept in accordance with the provisions of this Article. The Bonds authorized to be issued under thisIndenture shall be designated as the “City of Olivette, Missouri, Taxable Industrial Revenue Bonds (OpusDevelopment Company, L.L.C. Project), Series 2021.” The maximum total principal amount of Bondsthat may be issued hereunder is hereby expressly limited to $55,000,000.

Section 202. Nature of Obligation. The Bonds and the interest thereon shall be specialobligations of the City payable solely out of the rents, revenues and receipts derived by the City from theProject and the Lease, and not from any other fund or source of the City. The Bonds are secured by apledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided in thisIndenture. The Bonds and the interest thereon shall not constitute general obligations of the City, theState or any political subdivision thereof, and none of the City, the State or related political subdivisionthereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning ofany constitutional, statutory or charter debt limitation or restriction, and are not payable in any manner bytaxation.

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Section 203. Denomination, Number and Dating of the Bonds.

(a) The Bonds shall be issuable in the form of one fully-registered Bond, in substantially theform set forth in Exhibit C, in the denomination of $0.01 or any multiple thereof.

(b) The Bonds shall be dated by the Trustee as of the date of initial delivery thereof asprovided herein. If the Bonds are at any time thereafter transferred, any replacement Bonds shall be datedas of the date of authentication thereof.

Section 204. Method and Place of Payment of Bonds.

(a) The principal of and interest on the Bonds shall be payable in any coin or currency of theUnited States of America which on the respective dates of payment thereof is legal tender for payment ofpublic and private debts.

(b) Payment of the principal of the Bonds shall be made upon the presentation and surrenderof such Bonds at the principal payment office of any Paying Agent named in the Bonds. The payment ofprincipal on the Bonds shall be noted on the Bonds on Schedule I thereto and the registration booksmaintained by the Trustee pursuant to Section 206. Payment of the interest on the Bonds shall be madeby the Trustee on each Payment Date to the Person appearing on the registration books of the Trusteehereinafter provided for as the Owner thereof on the fifteenth day (whether or not a Business Day) of thecalendar month next preceding such Payment Date by check or draft mailed to such Owner at suchOwner’s address as it appears on such registration books.

(c) The Bonds and the original Schedule I thereto shall be held by the Trustee in trust, unlessotherwise directed in writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, oneach Payment Date, send a revised copy of Schedule I via facsimile or other electronic means to theOwner, the Developer (if not the Owner) and the City. Absent manifest error, the amounts shown onSchedule I as noted by the Trustee shall be conclusive evidence of the principal amount paid on theBonds.

(d) If there is one Owner of the Bonds, the Trustee is authorized to make the final or anyinterim payments of principal on such Bonds by internal bank transfer or by electronic transfer to anaccount at a commercial bank or savings institution designated in writing by such Owner and located inthe United States. The Trustee is also authorized to make interest payments on such Bonds by internalbank transfer or by electronic transfer to an account at a commercial bank or savings institutiondesignated by such Owner and located in the United States.

(e) If the Developer is the sole Owner of the Bonds, then the Developer may set-off itsobligation to the City as lessee to pay Basic Rent under the Lease against the City’s obligations to theDeveloper as the bondholder to pay principal of and interest on the Bonds under this Indenture. TheTrustee may conclusively rely on the absence of any notice from the Developer to the contrary asevidence that such set-off has occurred and that pursuant to the set-off, the Developer is deemed to havepaid its obligation to the City as lessee to pay Basic Rent under the Lease and the City is deemed to havepaid its obligation to the Developer as bondholder to pay principal of and interest on the Bonds under thisIndenture. On the final Payment Date, the Developer may deliver to the Trustee for cancellation theBonds and the Developer shall receive a credit against the Basic Rent payable by the Developer underSection 5.1 of the Lease in an amount equal to the remaining principal of the Bonds so tendered forcancellation plus accrued interest thereon.

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Section 205. Execution and Authentication of Bonds.

(a) The Bonds shall be executed on behalf of the City by the manual or facsimile signature ofits Mayor or City Manager and attested by the manual or facsimile signature of its City Clerk, and shallhave the corporate seal of the City affixed thereto or imprinted thereon. If any officer whose signature orfacsimile thereof appears on the Bonds ceases to be such officer before the delivery of such Bonds, suchsignature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as ifsuch Person had remained in office until delivery. Any Bond may be signed by such Persons as at theactual time of the execution of such Bond are the proper officers to sign such Bond although at the date ofsuch Bond such Persons may not have been such officers.

(b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in theform set forth in Exhibit C, which shall be manually executed by the Trustee. No Bond shall be entitledto any security or benefit under this Indenture or shall be valid or obligatory for any purposes until suchCertificate of Authentication has been duly executed by the Trustee. The executed Certificate ofAuthentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticatedand delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed tohave been duly executed if signed by any authorized signatory of the Trustee.

Section 206. Registration, Transfer and Exchange of Bonds.

(a) The Trustee shall keep books for the registration and for the transfer of Bonds asprovided in this Indenture.

(b) The Bonds may be transferred to an Approved Investor only upon the books kept for theregistration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer oraccompanied by an assignment duly executed by the Owner or such Owner’s attorney or legalrepresentative in such form as shall be satisfactory to the Trustee. In connection with any such transfer ofthe Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposedassignee in substantially the form of Exhibit D. Upon any such transfer, the City shall execute and theTrustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds,registered in the name of the transferee, of any denomination or denominations authorized by thisIndenture, in an aggregate principal amount equal to the Outstanding principal amount of such Bond, ofthe same maturity and bearing interest at the same rate.

(c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of anylegend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shallauthenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of thisIndenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by theTrustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer ofBonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid withrespect to such exchange or transfer, and such charge shall be paid before any such new Bond shall bedelivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer ofBonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of anyproposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for suchredemption or after such Bonds or any portion thereof has been selected for redemption.

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(d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, theTrustee may make a charge against such Owner sufficient to pay any governmental charge required to bepaid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwisepayable to such Owner under such Owner’s Bond.

Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose namethe same is registered as shown on the bond registration books required by Section 206 shall be deemedand regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal ofand interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legalrepresentative thereof. All such payments shall be valid and effectual to satisfy and discharge the liabilityupon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Section 208. Authorization of the Bonds.

(a) The Bonds are authorized in the aggregate maximum principal amount of $55,000,000for the purpose of providing funds to pay Project Costs, which Bonds shall be designated the “City ofOlivette, Missouri, Taxable Industrial Revenue Bonds (Opus Development Company, L.L.C. Project),Series 2021.” The Bonds shall be dated as provided in Section 203(b), shall become due on December 1,2024 (subject to prior redemption as provided in Article III) and shall bear interest as specified inSection 208(f), payable on the dates specified in Section 208(f).

(b) The Trustee is hereby designated as the Paying Agent. The Owners of a majority ofBonds then-Outstanding may designate a different Paying Agent upon written notice to the City and theTrustee.

(c) The Bonds shall be executed without material variance from the form and in the mannerset forth in Exhibit C and delivered to the Trustee for authentication. Prior to or simultaneously with theauthentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee thefollowing:

(1) An original or certified copy of the ordinance passed by the City Councilauthorizing the issuance of the Bonds and the execution of this Indenture, the Development andPerformance Agreement, the Bond Purchase Agreement, the Base Lease, and the Lease;

(2) Executed counterparts or copies of this Indenture, the Development andPerformance Agreement, the Bond Purchase Agreement, the Base Lease and the Lease;

(3) A representation letter from the Purchaser in substantially the form attached asExhibit D;

(4) A request and authorization to the Trustee on behalf of the City, executed by theAuthorized City Representative, to authenticate the Bonds and deliver the same to or at thewritten direction of the Purchaser upon payment to the Trustee, for the account of the City, of thepurchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitledto conclusively rely upon such request and authorization as to the name of the Purchaser and theamount of such purchase price; and

(5) Such other certificates, statements, receipts and documents as the Trustee shallreasonably require for the delivery of the Bonds.

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(d) When the documents specified in subsection (c) of this Section have been filed with theTrustee, and when the Bonds have been executed and authenticated as required by this Indenture, either:

(1) The Purchaser shall pay the Closing Price to the Trustee, and the Trustee shallendorse the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trustor if so directed in writing deliver the Bonds to or upon the order of the Purchaser; or

(2) The Developer shall submit a requisition certificate in accordance withSection 4.4 of the Lease, in an amount equal to the Closing Price, and the Trustee shallauthenticate and endorse the Bonds in an amount equal to the Closing Price and then either holdthe Bonds in trust or if so directed in writing deliver the Bonds to the Developer (or anotherpurchaser designated by the Developer).

In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall bedeemed to have deposited into the Project Fund, an amount equal to the Closing Price. In authenticatingBonds, the Trustee makes no certification or representation that the Bonds have been validly issued orconstitute legally binding obligations of the City.

(e) Following the initial issuance and delivery of the Bonds, the Developer may submitadditional requisition certificates in accordance with Section 4.4 of the Lease. If the Purchaser does notpay to the Trustee the amount set forth in the requisition certificate, the Purchaser will be deemed to haveadvanced an amount equal to the amount set forth in the requisition certificate and, if the Trustee isholding the Bonds, the Trustee shall endorse the Bonds in an amount equal to the amount set forth in eachrequisition certificate. The date of endorsement of each Principal Amount Advanced as set forth onSchedule I to the Bonds shall be the date of the City’s approval of each requisition certificate. TheTrustee shall keep a record of the total requisitions submitted to the Trustee for the Project, and shallnotify the City if the requisitions submitted exceed the maximum principal amount of the Bonds.

(f) The Bonds shall bear interest at the rate of 5.0% per annum on the CumulativeOutstanding Principal Amount of the Bonds. Such interest shall be payable in arrears on eachDecember 1, commencing on December 1, 2022, and continuing thereafter until the CumulativeOutstanding Principal Amount is paid in full, but not later than December 1, 2024. Interest shall becalculated on the basis of a year of 360 days consisting of 12 months of 30 days each.

(g) The Trustee shall keep and maintain a record of the amount deposited or deemed to bedeposited into the Project Fund pursuant to the terms of this Indenture as “Principal Amount Advanced”

and shall enter the aggregate principal amount of the Bonds then Outstanding on its records as the“Cumulative Outstanding Principal Amount.” If the Trustee is holding the Bonds, such advancedamounts shall be reflected on Schedule I to the Bonds. To the extent that advances are deemed to havebeen made pursuant to a requisition, the Trustee’s records of such advances shall be based solely on therequisitions provided to it. On each date upon which a portion of the Cumulative Outstanding PrincipalAmount is paid to the Owners, pursuant to the redemption provisions of this Indenture, the Trustee shallenter on its records and Schedule I to the Bonds (if the Trustee is holding the Bonds) the principalamount paid on the Bonds as “Principal Amount Redeemed,” and shall enter the then-Outstandingprincipal amount of the Bonds as “Cumulative Outstanding Principal Amount.” The records maintainedby the Trustee as to amounts deposited into the Project Fund or principal amounts paid on the Bonds shallbe the official records of the Cumulative Outstanding Principal Amount for all purposes, absent manifesterror, and shall be in substantially the form of the Table of Cumulative Outstanding Principal Amount asset out in the form of Bonds in Exhibit C. If any moneys are deposited by the Trustee into the ProjectFund, then the Trustee shall provide a statement of receipts and disbursements with respect thereto to the

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City and the Developer on a monthly basis. After the Project has been completed and the certificate ofpayment of all costs is filed as provided in Section 504, the Trustee, to the extent it has not already doneso pursuant to this Section or Section 1012, shall file a final statement of receipts and disbursements withrespect thereto with the City and the Developer.

Section 209. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated,or is lost, stolen or destroyed, the City shall execute and the Trustee shall authenticate and deliver a newBond of like series, date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in thecase of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the caseof any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Trustee evidence ofsuch loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to theTrustee to save, defend and hold each of the City and the Trustee harmless. If any such Bond hasmatured, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof.Upon the issuance of any substitute Bond, the City and the Trustee may require the payment of an amountsufficient to reimburse the City and the Trustee for any tax or other governmental charge that may beimposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith.

Section 210. Cancellation and Destruction of Bonds Upon Payment.

(a) All Bonds that have been paid or redeemed or that have otherwise been surrendered tothe Trustee under this Indenture, either at or before maturity, shall be canceled by the Trusteeimmediately upon the payment or redemption of such Bonds and the surrender thereof to the Trustee.

(b) All Bonds canceled under any of the provisions of this Indenture shall be destroyed bythe Trustee in accordance with applicable laws and regulations and the Trustee’s policies and practices.The Trustee shall execute a certificate describing the Bonds so destroyed, and shall file executedcounterparts of such certificate with the City and the Developer.

ARTICLE III

REDEMPTION OF BONDS

Section 301. Redemption of Bonds.

(a) The Bonds are subject to redemption and payment at any time before the stated maturitythereof, at the option of the City, upon written instructions from the Developer, (1) in whole, if theDeveloper exercises its option to purchase the Project and deposits an amount sufficient to effect suchpurchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Developer prepaysadditional Basic Rent pursuant to the Lease. If only a portion of the Bonds are to be redeemed, (A) Bondsaggregating at least 10% of the maximum aggregate principal amount of Bonds authorized hereundershall not be subject to redemption and payment before the stated maturity thereof, and (B) the Trusteeshall keep a record of the amount of Bonds to remain Outstanding following such redemption. Anyredemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par valuethereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemptiondate.

(b) The Bonds are subject to mandatory redemption, in whole or in part, to the extent ofamounts deposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of

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substantial damage to or destruction or condemnation of substantially all of the Project. Bonds to beredeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliestpracticable date for which timely notice of redemption may be given as provided hereunder. Anyredemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par valuethereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemptiondate. Before giving notice of redemption to the Owners pursuant to this paragraph (b), money in anamount equal to the redemption price shall have been deposited in the Bond Fund.

(c) At its option, the Developer may deliver to the Trustee for cancellation any Bonds ownedby the Developer and not previously paid, and the Developer shall receive a credit against the amountspayable by the Developer for the redemption of such Bonds in an amount equal to the principal amount ofthe Bonds so tendered for cancellation, plus accrued interest.

Section 302. Effect of Call for Redemption. Before or on the date fixed for redemption,funds, Government Securities, or a combination thereof, shall be placed with the Trustee which aresufficient to pay the Bonds called for redemption and accrued interest thereon, if any, to the redemptiondate. Upon the happening of the above conditions and appropriate written notice having been given, theBonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bearinterest on the specified redemption date, and shall no longer be entitled to the protection, benefit orsecurity of this Indenture and shall not be deemed to be Outstanding under the provisions of thisIndenture. If the Bonds are fully redeemed before maturity and an amount of money equal to theTrustee’s and the Paying Agent’s agreed to fees and expenses hereunder accrued and to accrue inconnection with such redemption is paid or provided for, the City shall, at the Developer’s direction,deliver to the Developer the items described in Section 11.2 of the Lease.

Section 303. Notice of Redemption. If the Bonds are to be called for redemption as providedin Section 301(a), the Developer shall deliver written notice to the City and the Trustee that it has electedto redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) before thescheduled redemption date. The Trustee shall then deliver written notice to the Owners at least 30 days(five days if there is one Owner) before the scheduled redemption date by facsimile or other electroniccommunication and by first-class mail stating the date upon which the Bonds will be redeemed and paid,unless such notice period is waived by the Owners in writing.

ARTICLE IV

FORM OF BONDS

Section 401. Form Generally. The Bonds and the Trustee’s Certificate of Authentication tobe endorsed thereon shall be issued in substantially the forms set forth in Exhibit C. The Bonds mayhave endorsed thereon such legends or text as may be necessary or appropriate to conform to anyapplicable rules and regulations of any governmental authority or any custom, usage or requirements oflaw with respect thereto.

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ARTICLE V

CUSTODY AND APPLICATION OF BOND PROCEEDS

Section 501. Creation of Funds. There are hereby created and ordered to be established inthe custody of the Trustee the following special trust funds in the name of the City:

(a) “City of Olivette, Missouri, Series 2021 Project Fund – Opus DevelopmentCompany, L.L.C.” (herein called the “Project Fund”).

(b) “City of Olivette, Missouri, Series 2021 Bond Fund – Opus DevelopmentCompany, L.L.C.” (herein called the “Bond Fund”).

Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bonds (whetheractually paid or deemed paid under Section 208(d)), including Additional Payments provided for in theBond Purchase Agreement, when received, excluding such amounts required to be paid into the BondFund pursuant to Section 601, shall be deposited by the Trustee into the Project Fund. Any moneyreceived by the Trustee from any other source for the purpose of purchasing, constructing and installingthe Project shall pursuant to any written directions from the Person depositing such moneys also bedeposited into the Project Fund.

Section 503. Disbursements from the Project Fund.

(a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of, orreimbursement to the Developer (or any other party that has made payment on behalf of the Developer)for payment of, Project Costs upon receipt of requisition certificates signed by the Developer inaccordance with the provisions of Article IV of the Lease. The Trustee hereby covenants and agrees todisburse such moneys in accordance with such provisions.

(b) If, pursuant to Section 208(d), the Trustee is deemed to have deposited into the ProjectFund the amount specified in the requisition certificates submitted by the Developer in accordance withthe provisions of Article IV of the Lease, the Trustee shall upon endorsement of the Bonds in an equalamount be deemed to have disbursed such funds from the Project Fund to the Developer (or such otherpurchaser designated by the Developer) in satisfaction of the requisition certificate. If the Trustee isholding the Bonds, such deemed disbursement will be deemed to have been made on the date the Trusteeendorses the Bonds with respect to such additional amount.

(c) In paying any requisition under this Section, the Trustee may rely as to the completenessand accuracy of all statements in such requisition certificate if such requisition certificate is signed by theAuthorized Developer Representative. If the City so requests in writing, a copy of each requisitioncertificate submitted to the Trustee for payment under this Section shall be promptly provided by theTrustee to the City. The City hereby authorizes and directs the Trustee to make disbursements in themanner and as provided for by the aforesaid provisions of the Lease.

Section 504. Completion of the Project. The completion of the purchase, construction andinstallation of the Project and payment of all costs and expenses incident thereto shall be evidenced by thefiling with the Trustee of the certificate required by the provisions of Section 4.5 of the Lease. As soonas practicable after the Completion Date any balance remaining in the Project Fund shall without furtherauthorization be transferred by the Trustee to the Bond Fund and applied as provided in Section 4.6 of theLease.

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Section 505. Disposition Upon Acceleration. If the principal of the Bonds has become dueand payable pursuant to Section 902, upon the date of payment by the Trustee of any moneys due ashereinafter provided in Article IX, any balance remaining in the Project Fund shall without furtherauthorization be deposited in the Bond Fund by the Trustee, with advice to the City and to the Developerof such action.

ARTICLE VI

REVENUES AND FUNDS

Section 601. Deposits into the Bond Fund.

(a) The Trustee shall deposit into the Bond Fund, as and when received, (1) all accruedinterest on the Bonds, if any, paid by the Purchaser; (2) all Basic Rent payable by the Developer to theCity specified in Section 5.1 of the Lease; (3) any Additional Rent payable by the Developer specified inSection 5.2 of the Lease; (4) any amount in the Project Fund to be transferred to the Bond Fund pursuantto Section 504 or Section 505; (5) subject to the terms and conditions of the Fee Deed of Trust and theother Financing Documents executed in favor of the Lender, the balance of any Net Proceeds ofcondemnation awards or insurance received by the Trustee pursuant to Article IX of the Lease; (6) the

amounts to be deposited in the Bond Fund pursuant to Sections 9.1(f) and 9.2(c) of the Lease; (7) all

interest and other income derived from investments of Bond Fund moneys as provided in Section 702;and (8) all other moneys received by the Trustee under and pursuant to any of the provisions of the Leasewhen accompanied by directions from the Person depositing such moneys that such moneys are to be paidinto the Bond Fund.

(b) The Trustee shall notify the Developer in writing, at least 15 days before each date onwhich a payment is due under Section 5.1 of the Lease, of the amount that is payable by the Developerpursuant to such Section.

Section 602. Application of Moneys in the Bond Fund.

(a) Except as provided in Section 604 and Section 908 hereof or in Section 4.6 of the Lease,moneys in the Bond Fund shall be expended solely for the payment of the principal of and the interest onthe Bonds as the same matures and becomes due or upon the redemption thereof before maturity;provided, however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of theLease and deposited to the Bond Fund as provided in Section 601 above, shall be expended by theTrustee for such items of Additional Rent as they are received or due without further authorization fromthe City.

(b) The City hereby authorizes and directs the Trustee to withdraw sufficient funds from theBond Fund to pay the principal of and the interest on the Bonds as the same becomes due and payable andto make said funds so withdrawn available to the Paying Agent for the purpose of paying said principaland interest.

(c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient toredeem all of the Bonds Outstanding and to pay interest to accrue thereon before and until suchredemption, the City covenants and agrees, upon request of the Developer, to take and cause to be takenthe necessary steps to redeem all such Bonds on the next succeeding redemption date for which the

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required redemption notice may be given or on such later redemption date as may be specified by theDeveloper. The Trustee may use any moneys in the Bond Fund to redeem a part of the BondsOutstanding in accordance with and to the extent permitted by Article III so long as the Developer is notin default with respect to any payments under the Lease and to the extent said moneys are in excess of theamount required for payment of Bonds theretofore matured or called for redemption and past due interest,if any, in all cases when such Bonds have not been presented for payment.

(d) After payment in full of the principal of and interest, if any, on the Bonds (or provisionhas been made for the payment thereof as provided in this Indenture), and the fees, charges and expensesof the Trustee, the City and any Paying Agent and any other amounts required to be paid under thisIndenture, the Lease and the Development and Performance Agreement, all amounts remaining in theBond Fund shall be paid to the Developer upon the expiration or sooner termination of the Lease.

Section 603. Payments Due on Days Other than Business Days. In any case where the dateof maturity of principal of or interest, if any, on the Bonds or the date fixed for redemption of any Bondsis not a Business Day, then payment of principal or interest, if any, need not be made on such date butmay be made on the next succeeding Business Day with the same force and effect as if made on the dateof maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the periodafter such date.

Section 604. Nonpresentment of Bonds. If any Bond is not presented for payment when theprincipal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof,if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the Cityto the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completelydischarged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liabilityfor interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restrictedexclusively to such fund or funds for any claim of whatever nature on his part under this Indenture or on,or with respect to, said Bond. If any Bond is not presented for payment within one year following thedate when such Bond becomes due, whether by maturity or otherwise, the Trustee shall without liabilityfor interest thereon repay to the Developer the funds theretofore held by it for payment of such Bond, andsuch Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecuredobligation of the Developer, and the Owner thereof may look only to the Developer for payment, and thenonly to the extent of the amount so repaid, and the Developer shall not be liable for any interest thereonand shall not be regarded as a trustee of such money.

ARTICLE VII

SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS

Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trusteefor account of the Bond Fund or the Project Fund under any provision of this Indenture, and all moneysdeposited with or paid to any Paying Agent under any provision of this Indenture, shall be held by theTrustee or Paying Agent in trust and shall be applied only in accordance with the provisions of thisIndenture and the Lease, and, until used or applied as herein provided, shall constitute part of the TrustEstate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under anyliability for interest on any moneys received hereunder except such as may be agreed upon in writing.

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Section 702. Investment of Moneys in Project Fund and Bond Fund. Moneys held in theProject Fund and the Bond Fund shall, pursuant to written direction of the Developer, signed by theAuthorized Developer Representative, be separately invested and reinvested by the Trustee in InvestmentSecurities which mature or are subject to redemption by the Owner before the date such funds will beneeded. If the Developer fails to provide written directions concerning investment of moneys held in theProject Fund and the Bond Fund, the Trustee is authorized to invest in such Investment Securitiesspecified in paragraph (e) of the definition of Investment Securities, provided they mature or are subjectto redemption before the date such funds will be needed. The Trustee is specifically authorized toimplement its automated cash investment system to assure that cash on hand is invested and to charge itsnormal cash management fees and cash sweep account fees, which may be deducted from income earnedon investments; provided that any such fees shall not exceed the interest income on the investment. TheTrustee shall be provided ample time to clear any such fees that exceed interest income on the investment.Any such Investment Securities shall be held by or under the control of the Trustee and shall be deemedat all times a part of the fund in which such moneys are originally held, and the interest accruing thereonand any profit realized from such Investment Securities shall be credited to such fund, and any lossresulting from such Investment Securities shall be charged to such fund. After the Trustee has noticepursuant to Section 1001(h) of the existence of an Event of Default, the Trustee shall direct theinvestment of moneys in the Bond Fund and the Project Fund. The Trustee shall sell and reduce to cash asufficient amount of such Investment Securities whenever the cash balance in any fund is insufficient forthe purposes of such fund. In determining the balance in any fund, investments in such fund shall bevalued at the lower of their original cost or their fair market value as of the most recent Payment Date.The Trustee may make any and all investments permitted by the provisions of this Section through itsown bond department or any affiliate or short-term investment department.

Section 703. Record Keeping. The Trustee shall maintain records designed to showcompliance with the provisions of this Article and with the provisions of Article VI while any of theBonds are Outstanding.

ARTICLE VIII

GENERAL COVENANTS AND PROVISIONS

Section 801. Payment of Principal and Interest. The City covenants and agrees that it will,but solely from the rents, revenues and receipts derived from the Project and the Lease as describedherein, deposit or cause to be deposited in the Bond Fund sufficient sums payable under the Leasepromptly to meet and pay the principal of and the interest on the Bonds as they become due and payableat the place, on the dates and in the manner provided herein and in the Bonds according to the true intentand meaning thereof. Nothing herein shall be construed as requiring the City to operate the Project as abusiness other than as lessor or to use any funds or revenues from any source other than funds andrevenues derived from the Project.

Section 802. Authority to Execute Indenture and Issue Bonds. The City covenants that it isduly authorized under the Constitution and laws of the State to execute this Indenture, to issue the Bondsand to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action onits part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly andeffectively taken; that the Bonds in the hands of the Owners thereof are and will be valid and enforceableobligations of the City according to the import thereof.

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Section 803. Performance of Covenants. The City covenants that it will faithfully performor cause to be performed at all times any and all covenants, undertakings, stipulations and provisionscontained in this Indenture, in the Bonds and in all proceedings of its City Council pertaining thereto.The Trustee may take such action as it deems appropriate to enforce all such covenants, undertakings,stipulations and provisions of the City hereunder.

Section 804. Instruments of Further Assurance. The City covenants that it will do, execute,acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such SupplementalIndentures and such further acts, instruments, financing statements and other documents as the Trusteemay reasonably require for the better pledging and assigning unto the Trustee the property and revenuesherein described to the payment of the principal of and interest, if any, on the Bonds, upon being firstindemnified by the Developer for the cost thereof. The City covenants and agrees that, except as hereinand in the Lease provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any partof the Project or the rents, revenues and receipts derived therefrom or from the Lease, or of its rightsunder the Lease.

Section 805. Recordings and Filings. The City shall file or cause to be kept and filed allfinancing statements, and hereby authorizes and directs the Trustee to file or cause to be kept and filedcontinuation statements with respect to such originally filed financing statements related to this Indentureand all supplements hereto and such other documents as may be required under the Uniform CommercialCode in order to fully preserve and protect the security of the Owners and the rights of the Trusteehereunder. The City will cooperate in causing this Indenture and all Supplemental Indentures, the Leaseand all Supplemental Leases and all other security instruments to be recorded and filed in such mannerand in such places as may be required by law in order to fully preserve and protect the security of theOwners and the rights of the Trustee hereunder. The Trustee shall file continuation statements withrespect to each Uniform Commercial Code financing statement relating to the Trust Estate filed by theCity at the time of the issuance of the Bonds; provided that a copy of the filed initial financing statementis timely delivered to the Trustee. In addition, unless the Trustee has been notified in writing by the Citythat any such initial filing or description of collateral was or has become defective, the Trustee shall befully protected in (a) relying on such initial filing and descriptions in filing any financing or continuationstatements or modifications thereto pursuant to this Section, and (b) filing any continuation statements inthe same filing offices as the initial filings were made. The Developer shall be responsible for thecustomary fees charged by the Trustee for the preparation and filing of continuation statements and forthe reasonable costs incurred by the Trustee in the preparation and filing of all continuation statementshereunder, including attorneys’ fees and expenses. These fees shall be considered “extraordinaryservices” fees.

Section 806. Inspection of Project Books. The City covenants and agrees that all books anddocuments in its possession relating to the Project and the rents, revenues and receipts derived from theProject shall at all times be open to inspection by such accountants or other agencies as the Trustee mayfrom time to time designate.

Section 807. Enforcement of Rights Under the Lease. The Trustee, as assignee, transferee,pledgee, and owner of a security interest under this Indenture, in its name or in the name of the City, mayenforce all assigned rights of the City and the Trustee and all obligations of the Developer under andpursuant to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder.

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ARTICLE IX

DEFAULT AND REMEDIES

Section 901. Events of Default; Notice; Opportunity to Cure. If any of the followingevents occur, it is hereby defined as and declared to be and to constitute an “Event of Default”:

(a) Default in the due and punctual payment of the principal of any Bond, whether atthe stated maturity or accelerated maturity thereof, or at any date fixed for redemption thereof;

(b) Default in the due and punctual payment of the interest on any Bond, whether atthe stated maturity or accelerated maturity thereof, or at any date fixed for redemption thereof;

(c) Default as specified in Section 12.1 of the Lease has occurred; or

(d) Default in the performance, or breach, of any other covenant or agreement underthis Indenture.

No default specified above shall constitute an Event of Default until the City, the Trustee or theOwners of 25% in aggregate principal amount of all Bonds Outstanding has given actual notice of suchdefault by registered or certified mail or recognized overnight delivery service to the Developer and theLender, and the Developer and the Lender have had 30 days after receipt of such notice to correct saiddefault or cause said default to be corrected and have not corrected said default or caused said default tobe corrected within such period; provided, however, if any such default (other than a default in thepayment of any money) is such that it cannot be corrected within such period, it shall not constitute anEvent of Default if corrective action is instituted by the Developer, the Lender or the City, as the casemay be, within such period and diligently pursued until the default is corrected. Nothing herein shallconstitute an obligation of the Lender to cure any defaults hereunder.

Section 902. Acceleration of Maturity in Event of Default.

(a) If an Event of Default has occurred and is continuing after the notice and cure perioddescribed in Section 901 elapses, the Trustee may, and upon the written request of the City or the Ownersof not less than 25% in aggregate principal amount of Bonds then-Outstanding, shall, by notice in writingdelivered to the City, the Lender and the Developer, declare the principal of all Bonds then Outstandingand the interest accrued thereon immediately due and payable, and such principal and interest and allother amounts due hereunder shall thereupon become and be immediately due and payable.

(b) If, at any time after such declaration, but before the Bonds have matured by their terms,all overdue installments of principal and interest upon the Bonds, together with the reasonable and properexpenses of the Trustee, and all other sums then payable by the City under this Indenture are either paidor provisions satisfactory to the Trustee are made for such payment, then and in every such case theTrustee shall, but only with the approval of a majority of the Owners of the Bonds then-Outstanding,rescind such declaration and annul such default in its entirety. In such event, the Trustee shall rescind anydeclaration of acceleration of installments of rent payments on the Bonds as provided in Section 11.1 ofthe Lease.

(c) In case of any rescission, then and in every such case the City, the Trustee, the Developerand the Owners shall be restored to their former positions and rights hereunder respectively, but no such

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rescission shall extend to any subsequent or other default or Event of Default or impair any rightconsequent thereon.

Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee inPossession. If an Event of Default has occurred and is continuing after the notice and cure perioddescribed in Section 901 elapses, the City, upon demand of the Trustee, shall forthwith surrender thepossession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to takepossession of all or any part of the Trust Estate, together with the books, papers and accounts of the Citypertaining thereto, and including the rights and the position of the City under the Lease, and to hold,operate and manage the same, and from time to time make all needful repairs and improvements. TheTrustee may lease the Project or any part thereof, in the name and for account of the City, and collect,receive and sequester the rents, revenues and receipts therefrom, and out of the same and any moneysreceived from any receiver of any part thereof pay, and set up proper reserves for the payment of allproper costs and expenses of so taking, holding and managing the same, including without limitation(a) reasonable compensation to the Trustee, its agents and counsel, (b) any reasonable charges of theTrustee hereunder, (c) any taxes and assessments and other charges before the lien of this Indenture,(d) all expenses of such repairs and improvements and (e) any amounts payable under the Developmentand Performance Agreement. The Trustee shall apply the remainder of the moneys so received inaccordance with the provisions of Section 908. Whenever all that is due upon the Bonds has been paidand all defaults cured, the Trustee shall surrender possession of the Trust Estate to the City, its successorsor assigns, the same right of entry, however, to exist upon any subsequent Event of Default. While inpossession of such property, the Trustee shall render annually to the City and the Developer asummarized statement of receipts and expenditures in connection therewith.

Section 904. Appointment of Receivers in Event of Default. If an Event of Default hasoccurred and is continuing after the notice and cure period described in Section 901 elapses, and upon thefiling of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and ofthe Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of areceiver or receivers of the Trust Estate or any part thereof, pending such proceedings, with such powersas the court making such appointment shall confer.

Section 905. Exercise of Remedies by the Trustee.

(a) Upon the occurrence of an Event of Default, the Trustee may pursue any availableremedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of theprincipal of and interest on the Bonds then-Outstanding and all other amounts due hereunder, and toenforce and compel the performance of the duties and obligations of the City or the Developer as hereinset forth or as set forth in the Lease, respectively.

(b) If an Event of Default has occurred and is continuing after the notice and cure perioddescribed in Section 901 elapses, and if requested in writing to do so by (1) the City (in the case of anEvent of Default pursuant to Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as itrelates to Unassigned Rights), (c) or (d) of the Lease), or (2) the Owners of 25% in aggregate principalamount of Bonds then-Outstanding and indemnified as provided in Section 1001(l), the Trustee shall beobligated to exercise such one or more of the rights and powers conferred by this Article as the Trustee,being advised by counsel, shall deem most expedient and in the interests of the City or the Owners, as thecase may be.

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(c) All rights of action under this Indenture or under any of the Bonds may be enforced bythe Trustee without the possession of any of the Bonds or the production thereof in any trial or otherproceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought inits name as Trustee without necessity of joining as plaintiffs or defendants any Owners, and any recoveryof judgment shall, subject to the provisions of Section 908, be for the equal benefit of all the Owners ofthe Outstanding Bonds.

Section 906. Limitation on Exercise of Remedies by Owners. No Owner shall have anyright to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture orfor the execution of any trust hereunder or for the appointment of a receiver or any other remedyhereunder, unless (a) a default has occurred of which the Trustee has been notified as provided inSection 1001(h) or of which by said subsection the Trustee is deemed to have notice, (b) such default hasbecome an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then-Outstanding have made written request to the Trustee, have offered it reasonable opportunity either toproceed for such reasonable period not to exceed 60 days following such notice and to exercise thepowers hereinbefore granted or to institute such action, suit or proceeding in its own name, and haveoffered to the Trustee indemnity as provided in Section 1001(l), and (d) the Trustee thereafter fails orrefuses to exercise the powers herein granted or to institute such action, suit or proceeding in its ownname; such notification, request and offer of indemnity are hereby declared in every case, at the option ofthe Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and toany action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver orfor any other remedy hereunder, it being understood and intended that no one or more Owners shall haveany right in any manner whatsoever to affect, disturb or prejudice this Indenture by their action or toenforce any right hereunder except in the manner herein provided, and that all proceedings at law or inequity shall be instituted, had and maintained in the manner herein provided and for the equal benefit ofthe Owners of all Bonds then-Outstanding. Nothing in this Indenture contained shall, however, affect orimpair the right of any Owner to payment of the principal of and interest on any Bond at and after thematurity thereof or the obligation of the City to pay the principal of and interest on each of the Bondsissued hereunder to the respective Owners thereof at the time, place, from the source and in the mannerherein and in the Bonds expressed.

Section 907. Right of Owners to Direct Proceedings.

(a) The Owners of a majority in aggregate principal amount of Bonds then-Outstanding may,at any time, by an instrument or instruments in writing executed and delivered to the Trustee, direct thetime, method and place of conducting all proceedings to be taken in connection with the enforcement ofthe terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedingshereunder; provided that such direction shall not be otherwise than in accordance with the provisions oflaw and of this Indenture, including Section 1001(l).

(b) Notwithstanding any provision in this Indenture to the contrary, including paragraph (a)of this Section, the Owners shall not have the right to control or direct any remedies hereunder upon anEvent of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as itrelates to Unassigned Rights), (c) or (d) of the Lease.

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Section 908. Application of Moneys in Event of Default.

(a) All moneys received by the Trustee pursuant to any right given or action taken under theprovisions of this Article shall be applied first to the costs and expenses of the proceedings resulting inthe collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by theTrustee (including any attorneys’ fees and expenses) or amounts to be paid pursuant to Section 903 andsecond to any obligations outstanding under the Lease and the Development and Performance Agreement.Any remaining moneys shall be deposited in the Bond Fund and applied as follows:

(1) Unless the principal of all the Bonds has become or has been declared due andpayable, all such moneys shall be applied:

FIRST -- To the payment to the Persons entitled thereto of all installments ofinterest, if any, then due and payable on the Bonds, in the order in which suchinstallments of interest became due and payable, and, if the amount available shall not besufficient to pay in full any particular installment, then to the payment, ratably, accordingto the amounts due on such installment, to the Persons entitled thereto, without anydiscrimination or privilege;

SECOND -- To the payment to the Persons entitled thereto of the unpaidprincipal of any of the Bonds which have become due and payable (other than Bondscalled for redemption for the payment of which moneys are held pursuant to theprovisions of this Indenture), in the order of their due dates, and, if the amount availableshall not be sufficient to pay in full Bonds due on any particular date, together with suchinterest, then to the payment, ratably, according to the amount of principal due on suchdate, to the Persons entitled thereto without any discrimination or privilege.

(2) If the principal of all the Bonds has become due or has been declared due andpayable, all such moneys shall be applied to the payment of the principal and interest, if any, thendue and unpaid on all of the Bonds, without preference or priority of principal over interest or ofinterest over principal or of any installment of interest over any other installment of interest or ofany Bond over any other Bond, ratably, according to the amounts due respectively for principaland interest, to the Persons entitled thereto, without any discrimination or privilege.

(3) If the principal of all the Bonds has been declared due and payable, and if suchdeclaration thereafter has been rescinded and annulled under the provisions of Section 910, then,subject to the provisions of subsection (2) of this Section, if the principal of all the Bonds laterbecomes due or is declared due and payable, the moneys shall be applied in accordance with theprovisions of subsection (1) of this Section.

(b) Whenever moneys are to be applied pursuant to the provisions of this Section, suchmoneys shall be applied at such times and from time to time as the Trustee shall determine, having dueregard to the amount of such moneys available and which may become available for such application inthe future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be a PaymentDate unless it shall deem another date more suitable) upon which such application is to be made and uponsuch date interest on the amounts of principal to be paid on such date shall cease to accrue.

(c) Whenever all of the Bonds and interest thereon, if any, have been paid under theprovisions of this Section, and all fees, expenses and charges of the City and the Trustee and any other

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amounts required to be paid under this Indenture and the Lease have been paid (including any amountspayable under the Development and Performance Agreement), any balance remaining in the Bond Fundshall be paid to the Developer as provided in Section 602.

Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferredupon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but eachand every such remedy shall be cumulative and shall be in addition to any other remedy given to theTrustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. Nodelay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impairany such right, power or remedy or shall be construed to be a waiver of any such Event of Default oracquiescence therein; every such right, power or remedy may be exercised from time to time and as oftenas may be deemed expedient. If the Trustee has proceeded to enforce any right under this Indenture bythe appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued orabandoned for any reason, or have been determined adversely, then and in every such case the City, theDeveloper, the Trustee and the Owners shall be restored to their former positions and rights hereunder,and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had beentaken.

Section 910. Waivers of Events of Default. The Trustee shall waive any Event of Defaulthereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any,on the Bonds, but only upon the written request of the Owners of at least 50% in aggregate principalamount of all the Bonds then-Outstanding, provided, however, that (a) there shall not be waived withoutthe consent of the City an Event of Default hereunder arising from an Event of Default under Section12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned Rights), (c) or(d) of the Lease, and (b) there shall not be waived without the consent of the Owners of all the BondsOutstanding (1) any Event of Default in the payment of the principal of any Outstanding Bonds when due(whether at the date of maturity or redemption specified therein), or (2) any Event of Default in thepayment when due of the interest on any such Bonds, unless before such waiver or rescission, all arrearsof interest, or all arrears of payments of principal when due, as the case may be, and all reasonableexpenses of the Trustee and the City (including reasonable attorneys’ fees and expenses), in connectionwith such default, have been paid or provided for. In case of any such waiver or rescission, or in case anyproceeding taken by the Trustee on account of any such default has been discontinued or abandoned ordetermined adversely, then and in every such case the City, the Developer, the Trustee and the Ownersshall be restored to their former positions, rights and obligations hereunder, respectively, but no suchwaiver or rescission shall extend to any subsequent or other default, or impair any right consequentthereon and all rights, remedies and powers of the Trustee shall continue as if no such proceedings hadbeen taken.

ARTICLE X

THE TRUSTEE

Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed uponit by this Indenture, but only upon and subject to the following express terms and conditions, and noimplied covenants or obligations shall be read into this Indenture against the Trustee:

(a) The Trustee, before the occurrence of an Event of Default and after the curing orwaiver of all Events of Default that may have occurred, undertakes to perform such duties and

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only such duties as are specifically set forth in this Indenture. If any Event of Default hasoccurred and is continuing, subject to Section 1001(l) below, the Trustee shall exercise such ofthe rights and powers vested in it by this Indenture, and shall use the same degree of care and skillin their exercise, as a prudent Person would exercise or use under the circumstances in theconduct of its own affairs.

(b) The Trustee undertakes to perform such duties as are specifically set forth in thisIndenture, and in the absence of bad faith, negligence or willful misconduct on its part, theTrustee may conclusively rely, as to the truth of the statements and the correctness of the opinionsexpressed therein, upon certificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture. No provision of this Indenture shall be construed to relieve theTrustee from liability for its own negligent action, its own negligent failure to act, or its ownwillful misconduct. The Trustee may execute any of the trusts or powers hereunder or performany duties hereunder either directly or through agents, affiliates, attorneys or receivers and shallnot be responsible for any misconduct or negligence on the part of any agent, attorney or receiverappointed or chosen by it with due care. The Trustee may conclusively rely upon and act orrefrain from acting upon any opinion or advice of counsel, who may be counsel to the City or tothe Developer, concerning all matters of trust hereof and the duties hereunder, and may in allcases pay such reasonable compensation to all such agents, attorneys and receivers as mayreasonably be employed in connection with the trusts hereof. The Trustee shall not beresponsible for any loss or damage resulting from any action or nonaction by it taken or omittedto be taken in good faith in reliance upon such opinion or advice of counsel addressed to the Cityand the Trustee.

(c) The Trustee shall not be responsible for any recital herein or in the Bonds (exceptwith respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or exceptas provided in the Lease and particularly Section 10.8 thereof, for the recording or rerecording,filing or refiling of this Indenture or any security agreement in connection therewith (excludingthe continuation of Uniform Commercial Code financing statements), or for insuring the Projector collecting any insurance moneys, or for the validity of the execution by the City of thisIndenture or of any Supplemental Indentures or instruments of further assurance, or for thesufficiency of the security of the Bonds. The Trustee shall not be responsible or liable for anyloss suffered in connection with any investment of funds made by it in accordance withArticle VII.

(d) The Trustee shall not be accountable for the use of any Bonds authenticated anddelivered hereunder. The Trustee, in its individual or any other capacity, may become the Owneror pledgee of Bonds with the same rights that it would have if it were not the Trustee. TheTrustee shall not be accountable for the use or application by the City or the Developer of theproceeds of any of the Bonds or of any money paid to or upon the order of the City or theDeveloper under any provision of this Indenture.

(e) The Trustee may rely and shall be protected in acting or refraining from actingupon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,consent, order, affidavit, letter, telegram or other paper or document provided for under thisIndenture believed by it to be genuine and correct and to have been signed, presented or sent bythe proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon therequest or authority or consent of any Person who, at the time of making such request or givingsuch authority or consent is an Owner, shall be conclusive and binding upon all future Owners ofthe same Bond and upon Bonds issued in exchange therefor or upon transfer or in place thereof.

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(f) As to the existence or nonexistence of any fact or as to the sufficiency or validityof any instrument, paper or proceeding, or whenever in the administration of this Indenture theTrustee shall deem it desirable that a matter be proved or established before taking, suffering oromitting any action hereunder, the Trustee may rely upon a certificate signed by the AuthorizedCity Representative or the Authorized Developer Representative as sufficient evidence of thefacts therein contained, and before the occurrence of a default of which the Trustee has beennotified as provided in subsection (h) of this Section or of which by said subsection it is deemedto have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect thatany particular dealing, transaction or action is necessary or expedient, but may at its discretionsecure such further evidence deemed necessary or advisable, but shall in no case be bound tosecure the same.

(g) The permissive right of the Trustee to do things enumerated in this Indentureshall not be construed as a duty, and the Trustee shall not be answerable for other than itsnegligence or willful misconduct.

(h) The Trustee shall not be required to take notice or be deemed to have notice ofany default hereunder except failure by the City to cause to be made any of the payments to theTrustee required to be made in Article VI, unless the Trustee is specifically notified in writing ofsuch default by the City or by the Owners of at least 25% in aggregate principal amount of allBonds then-Outstanding.

(i) At any and all reasonable times and subject to the Developer’s reasonable andstandard security procedures, the Trustee and its duly authorized agents, attorneys, experts,engineers, accountants and representatives may, but shall not be required to, inspect any and all ofthe Project, and all books, papers and records of the City pertaining to the Project and the Bonds,and to take such memoranda from and in regard thereto as may be desired. The Trustee shalltreat all proprietary information of the Developer as confidential.

(j) The Trustee shall not be required to give any bond or surety in respect to theexecution of its trusts and powers hereunder or otherwise in respect of the Project.

(k) The Trustee may, but shall not be required to, demand, in respect of theauthentication of any Bonds, the withdrawal of any cash, the release of any property, or anyaction whatsoever within the purview of this Indenture, any showings, certificates, opinions,appraisals or other information, or corporate action or evidence thereof, in addition to that by theterms hereof required, as a condition of such action by the Trustee deemed desirable for thepurpose of establishing the right of the City to the authentication of any Bonds, the withdrawal ofany cash, or the taking of any other action by the Trustee.

(l) Notwithstanding anything in this Indenture or the Lease to the contrary, beforetaking any action under this Indenture other than the payments from moneys on deposit in theProject Fund or the Bond Fund, as provided herein, the Trustee may require that satisfactoryindemnity be furnished to it for the reimbursement of all costs and expenses (including, withoutlimitation, attorneys’ fees and expenses) to which it may be put and to protect it against allliability which it may incur in or by reason of such action, except liability which is adjudicated tohave resulted from its negligence or willful misconduct by reason of any action so taken.

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(m) Notwithstanding any other provision of this Indenture to the contrary, anyprovision relating to the conduct of, intended to provide authority to act, right to payment of feesand expenses, protection, immunity and indemnification to the Trustee, shall be interpreted toinclude any action of the Trustee, whether it is deemed to be in its capacity as Trustee, bondregistrar or Paying Agent.

(n) The Trustee agrees to accept and act on instructions or directions pursuant to thisIndenture sent by the City or the Developer, as the case may be, by unsecured e-mail, facsimiletransmission or other similar unsecured electronic methods, provided, however, that the City orthe Developer, respectively, shall provide to the Trustee an incumbency certificate listingdesignated Persons with the authority to provide such instructions, which incumbency certificateshall be amended whenever a Person is to be added or deleted from the listing. If the City or theDeveloper, as applicable, elects to give the Trustee e-mail or facsimile instructions (orinstructions by a similar electronic method) and the Trustee acts upon such instructions, theTrustee’s understanding of such instructions shall be deemed controlling. The Trustee shall notbe liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s relianceupon and compliance with such instructions notwithstanding such instructions conflict or areinconsistent with a subsequent written instruction. The City or the Developer, as applicable,agrees to assume all risks arising out of the use of such electronic methods to submit instructionsand directions to the Trustee, including without limitation the risk of the Trustee acting onunauthorized instructions, and the risk of interception and misuse by third parties.

(o) The Trustee shall have no responsibility with respect to any information,statement or recital in any official statement, offering memorandum or any other disclosurematerial prepared or distributed with respect to the Bonds and shall have no responsibility forcompliance with any state or federal securities laws in connection with the Bonds.

(p) None of the provisions of this Indenture shall require the Trustee to expend orrisk its own funds or otherwise to incur any liability, financial or otherwise, in the performance ofany of its duties hereunder, or in the exercise of any of its rights or powers if it has reasonablegrounds for believing that repayment of such funds or indemnity satisfactory to it against suchrisk or liability is not assured to it.

Section 1002. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled topayment of and/or reimbursement for reasonable fees for its ordinary services rendered hereunder and alladvances, agent and counsel fees and other ordinary expenses reasonably made or incurred by the Trusteein connection with such ordinary services. If it becomes necessary for the Trustee to performextraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursementfor reasonable extraordinary expenses in connection therewith; provided that if such extraordinaryservices or extraordinary expenses are caused by the negligence or willful misconduct of the Trustee, itshall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to paymentand reimbursement for the reasonable fees and charges of the Trustee as Paying Agent for the Bonds.Pursuant to the provisions of Section 5.2 of the Lease, the Developer has agreed to pay to the Trustee allreasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees that theCity shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the Trusteeagrees to look only to the Developer for the payment of all reasonable fees, charges and expenses of theTrustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default andduring its continuance, the Trustee shall have a lien with right of payment before payment on account ofprincipal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for theforegoing reasonable advances, fees, costs and expenses incurred. The Trustee’s right to compensation

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and indemnification shall survive the satisfaction and discharge of this Indenture or its resignation orremoval hereunder and payment in full of the Bonds.

Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee isby Section 1001(h) required to take notice or if notice of default is given as in said subsection (h)provided, then the Trustee shall give written notice thereof to the last known Owners of all Bonds then-Outstanding as shown by the bond registration books required by Section 206 to be kept at the corporatetrust office of the Trustee.

Section 1004. Intervention by the Trustee. In any judicial proceeding to which the City is aparty and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests ofOwners, the Trustee may intervene on behalf of Owners and, subject to the provisions of Section 1001(l),shall do so if requested in writing by the Owners of at least 25% of the aggregate principal amount ofBonds then-Outstanding.

Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the priorwritten consent of the Developer, any corporation or association into which the Trustee may be merged orconverted or with or into which it may be consolidated, or to which it may sell or transfer its corporatetrust business and assets as a whole or substantially as a whole, or any corporation or association resultingfrom any merger, conversion, sale, consolidation or transfer to which it is a party, shall be and becomesuccessor Trustee hereunder and shall be vested with all the trusts, powers, rights, obligations, duties,remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing ofany instrument or any further act on the part of any of the parties hereto.

Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any timeresign from the trusts hereby created by giving 30 days’ written notice to the City, the Developer and theOwners, and such resignation shall take effect at the end of such 30 days, or upon the earlier appointmentof a successor Trustee by the Owners or by the City; provided, however, that in no event shall theresignation of the Trustee or any successor Trustee become effective until such time as a successorTrustee has been appointed and has accepted the appointment. If no successor has been appointed andaccepted the appointment within 30 days after the giving of such notice of resignation, the Trustee, at theDeveloper’s expense, may petition any court of competent jurisdiction for the appointment of a successorTrustee.

Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or withoutcause, by an instrument or concurrent instruments in writing (a) delivered to the Trustee, the City and theDeveloper and signed by the Owners of a majority in aggregate principal amount of Bonds then-Outstanding, or (b) so long as no Event of Default under this Indenture or the Lease has occurred and iscontinuing, delivered to the Trustee, the City and the Owners and signed by the Developer.

Section 1008. Appointment of Successor Trustee. If the Trustee hereunder resigns or isremoved, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of anypublic officer or officers or of a receiver appointed by a court, a successor Trustee (a) reasonablyacceptable to the City may be appointed by the Developer (so long as no Event of Default has occurredand is continuing), or (b) reasonably acceptable to the City and the Developer may be appointed by theOwners of a majority in aggregate principal amount of Bonds then-Outstanding, by an instrument orconcurrent instruments in writing; provided, nevertheless, that in case of such vacancy, the City, by aninstrument executed and signed by its Mayor or City Manager and attested by its City Clerk under its seal,may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed in the

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manner above provided. Any such temporary Trustee so appointed by the City shall immediately andwithout further acts be superseded by the successor Trustee so appointed as provided above. Every suchTrustee appointed pursuant to the provisions of this Section shall be a trust company or bank in goodstanding and qualified to accept such trust with a corporate trust office in the State, and having, or whoseobligations are guaranteed by a financial institution having, a reported capital, surplus and undividedprofits of not less than $50,000,000. If no successor Trustee has been so appointed and acceptedappointment in the manner herein provided, the Trustee, at the Developer’s expense, or any Owner maypetition any court of competent jurisdiction for the appointment of a successor Trustee, until a successorhas been appointed as above provided.

Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointedhereunder shall execute, acknowledge and deliver to its predecessor and also to the City and theDeveloper an instrument in writing accepting such appointment hereunder, and thereupon such successorshall, without any further act, deed or conveyance, become fully vested with all the trusts, powers, rights,obligations, duties, remedies, immunities and privileges of its predecessor and the duties and obligationsof such predecessor hereunder shall thereafter cease and terminate; but such predecessor shall,nevertheless, on the written request of the City, execute and deliver an instrument transferring to suchsuccessor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges ofsuch predecessor hereunder; every predecessor Trustee shall deliver all securities and moneys held by itas Trustee hereunder to its successor. Should any instrument in writing from the City be required by anypredecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers,rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any andall such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.

Section 1010. Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment orgovernmental or other charge upon, or insurance premium with respect to, any part of the Project is notpaid as required herein or in the Lease, the Trustee may pay such tax, assessment or governmental chargeor insurance premium, without prejudice, however, to any rights of the Trustee or the Owners hereunderarising in consequence of such failure; any amount at any time so paid under this Section, with interestthereon from the date of payment at the rate of 10% per annum, shall become an additional obligationsecured by this Indenture, and the same shall be given a preference in payment over any payment ofprincipal of or interest on the Bonds, and shall be paid out of the proceeds of rents, revenues and receiptscollected from the Project, if not otherwise caused to be paid; but the Trustee shall be under no obligationto make any such payment unless it has been requested to do so by the Owners of at least 25% of theaggregate principal amount of Bonds then-Outstanding and has been provided adequate funds for thepurpose of such payment.

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Section 1011. Trust Estate May be Vested in Co-Trustee.

(a) It is the purpose of this Indenture that there shall be no violation of any law of anyjurisdiction (including particularly the State) denying or restricting the right of banking corporations orassociations to transact business as trustee in such jurisdiction. It is recognized that in case of litigationunder this Indenture or the Lease, and in particular in case of the enforcement of either this Indenture orthe Lease upon the occurrence of an Event of Default or if the Trustee deems that by reason of anypresent or future law of any jurisdiction it cannot exercise any of the powers, rights or remedies hereingranted to the Trustee, or take any other action which may be desirable or necessary in connectiontherewith, it may be necessary or desirable that the Trustee appoint an additional individual or institutionas a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee orseparate trustee.

(b) If the Trustee appoints an additional individual or institution as a co-trustee or separatetrustee (which appointment shall be subject to the approval of the Developer), each and every remedy,power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended bythis Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co-trusteeor separate trustee but only to the extent necessary to enable such co-trustee or separate trustee to exercisesuch powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof bysuch co-trustee or separate trustee shall run to and be enforceable by either of them.

(c) Should any deed, conveyance or instrument in writing from the City be required by theco-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in andconfirming to such co-trustee or separate trustee such properties, rights, powers, trusts, duties andobligations, any and all such deeds, conveyances and instruments in writing shall, on request, beexecuted, acknowledged and delivered by the City.

(d) If any co-trustee or separate trustee shall die, become incapable of acting, resign or beremoved, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separatetrustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of asuccessor to such co-trustee or separate trustee.

Section 1012. Accounting. The Trustee shall render an annual accounting for the periodending December 31 of each year to the City, the Developer and to any Owner requesting the same and,upon the request of the City, the Developer or any Owner (at such Owner’s expense), a monthlyaccounting to any such party, showing in reasonable detail all financial transactions relating to the TrustEstate during the accounting period and the balance in any funds or accounts created by this Indenture asof the beginning and close of such accounting period.

Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts andagrees to perform all duties and obligations specifically assigned to it under the Lease.

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ARTICLE XI

SUPPLEMENTAL INDENTURES

Section 1101. Supplemental Indentures Not Requiring Consent of Owners. The City andthe Trustee may from time to time, without the consent of or notice to any of the Owners, enter into suchSupplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms andprovisions hereof, for any one or more of the following purposes:

(a) To cure any ambiguity or formal defect or omission in this Indenture, or to makeany other change which, in the judgment of the Trustee, is not to the material prejudice of theTrustee or the Owners (provided the Trustee is entitled to receive and may conclusively rely uponan opinion of counsel in exercising such judgment);

(b) To grant to or confer upon the Trustee for the benefit of the Owners anyadditional rights, remedies, powers or authority that may lawfully be granted to or conferred uponthe Owners or the Trustee or both of them;

(c) To more precisely identify any portion of the Project or to add additionalproperty thereto;

(d) To conform the Indenture to amendments to the Lease made by the City and theDeveloper; or

(e) To subject to this Indenture additional revenues, properties or collateral.

Section 1102. Supplemental Indentures Requiring Consent of Owners.

(a) Exclusive of Supplemental Indentures covered by Section 1101 and subject to the termsand provisions contained in this Section, and not otherwise, the Owners of not less than a majority inaggregate principal amount of the Bonds then-Outstanding may, from time to time, anything contained inthis Indenture to the contrary notwithstanding, consent to and approve the execution by the City and theTrustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessaryand desirable by the City for the purpose of modifying, amending, adding to or rescinding, in anyparticular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture;provided, however, that without the consent of the Owners of 100% of the principal amount of the Bondsthen-Outstanding, nothing in this Section contained shall permit or be construed as permitting (1) an

extension of the maturity or a shortening of the redemption date of the principal of or the interest, if any,on any Bond issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate ofinterest thereon, if any, or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds,or (4) a reduction in the aggregate principal amount of Bonds the Owners of which are required forconsent to any such Supplemental Indenture.

(b) If at the time the City requests the Trustee to enter into any such Supplemental Indenturefor any of the purposes of this Section, the Trustee shall cause notice of the proposed execution of suchSupplemental Indenture to be mailed to each Owner as shown on the bond registration books required bySection 206. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture andshall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by allOwners. If within 60 days or such longer period as may be prescribed by the City following the mailing

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of such notice, the Owners of not less than a majority in aggregate principal amount of the BondsOutstanding at the time of the execution of any such Supplemental Indenture shall have consented to andapproved the execution thereof as herein provided, no Owner shall have any right to object to any of theterms and provisions contained therein, or the operation thereof, or in any manner to question thepropriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the sameor from taking any action pursuant to the provisions thereof.

Section 1103. Developer’s Consent to Supplemental Indentures. Anything herein to thecontrary notwithstanding, a Supplemental Indenture under this Article shall not become effective unlessand until the Developer has consented in writing to the execution and delivery of such SupplementalIndenture. The Trustee shall cause notice of the proposed execution and delivery of any SupplementalIndenture (regardless of whether it affects the Developer’s rights) together with a copy of the proposedSupplemental Indenture to be mailed to the Developer and any Financing Party of which the Trustee hasreceived written notice at least 15 days before the proposed date of execution and delivery of theSupplemental Indenture.

Section 1104. Opinion of Counsel. In executing, or accepting the additional trusts created by,any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created bythis Indenture, the Trustee and the City shall receive, and, shall be fully protected in relying upon, anopinion of counsel addressed and delivered to the Trustee and the City stating that the execution of suchSupplemental Indenture is permitted by and in compliance with this Indenture and will, upon theexecution and delivery thereof, be a valid and binding obligation of the City. The Trustee may, but shallnot be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s rights, dutiesor immunities under this Indenture or otherwise.

ARTICLE XII

SUPPLEMENTAL LEASES

Section 1201. Supplemental Leases Not Requiring Consent of Owners. The City and theTrustee shall, without the consent of or notice to the Owners, consent to the execution of anySupplemental Lease or Supplemental Leases by the City and the Developer as may be required (a) by theprovisions of the Lease and this Indenture, (b) for the purpose of curing any ambiguity or formal defect oromission in the Lease, (c) so as to more precisely identify the Project or add additional property thereto or(d) in connection with any other change therein which, in the judgment of the Trustee, does not materiallyand adversely affect the Trustee or security for the Owners (provided the Trustee is entitled to receive andmay conclusively rely upon an opinion of counsel in exercising such judgment).

Section 1202. Supplemental Leases Requiring Consent of Owners. Except for SupplementalLeases as provided for in Section 1201, neither the City nor the Trustee shall consent to the execution ofany Supplemental Lease or Supplemental Leases by the City or the Developer without the mailing ofnotice and the obtaining of the written approval or consent of the Owners of not less than a majority inaggregate principal amount of the Bonds at the time Outstanding given and obtained as provided inSection 1102. If at any time the City and the Developer shall request the consent of the Trustee to anysuch proposed Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental Leaseto be mailed in the same manner as provided in Section 1102 with respect to Supplemental Indentures.Such notice shall briefly set forth the nature of such proposed Supplemental Lease and shall state thatcopies of the same are on file in the corporate trust office of the Trustee for inspection by all Owners. If

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within 60 days or such longer period as may be prescribed by the City following the mailing of suchnotice, the Owners of not less than 50% in aggregate principal amount of the Bonds Outstanding at thetime of the execution of any such Supplemental Lease shall have consented to and approved the executionthereof as herein provided, no Owner shall have any right to object to any of the terms and provisionscontained therein, or the operation thereof, or in any manner to question the propriety of the executionthereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any actionpursuant to the provisions thereof.

Section 1203. Opinion of Counsel. In executing or consenting to any Supplemental Leasepermitted by this Article, the City and the Trustee shall receive, and shall be fully protected in relyingupon, an opinion of counsel addressed to the Trustee and the City stating that the executing of suchSupplemental Lease is authorized or permitted by the Lease and this Indenture and the applicable law andwill upon the execution and delivery thereof be valid and binding obligations of the parties thereto.

ARTICLE XIII

SATISFACTION AND DISCHARGE OF INDENTURE

Section 1301. Satisfaction and Discharge of this Indenture.

(a) When the principal of and interest on all the Bonds have been paid in accordance withtheir terms or provision has been made for such payment, as provided in Section 1302, and provision alsomade for paying all other sums payable hereunder and under the Lease and the Development andPerformance Agreement, including the reasonable fees and expenses of the Trustee, the City and PayingAgent to the date of retirement of the Bonds, then the right, title and interest of the Trustee in respecthereof shall thereupon cease, determine and be void. Thereupon, the Trustee shall cancel, discharge andrelease this Indenture and shall upon the written request of the City or the Developer execute,acknowledge and deliver to the City such instruments of satisfaction and discharge or release as shall berequired to evidence such release and the satisfaction and discharge of this Indenture, and shall assign anddeliver to the City (subject to the City’s obligations under Section 11.2 of the Lease) any property at thetime subject to this Indenture which may then be in its possession, except amounts in the Bond Fundrequired to be paid to the Developer under Section 602 and except funds or securities in which such fundsare invested held by the Trustee for the payment of the principal of and interest on the Bonds.

(b) The City is hereby authorized to accept a certificate by the Trustee that the whole amountof the principal and interest, if any, so due and payable upon all of the Bonds then-Outstanding has beenpaid or such payment provided for in accordance with Section 1302 as evidence of satisfaction of thisIndenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from itsrecords.

Section 1302. Bonds Deemed to be Paid.

(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of theprincipal of and interest thereon to the due date thereof (whether such due date be by reason of maturityor upon redemption as provided in this Indenture, or otherwise), either (1) have been made or caused to bemade in accordance with the terms thereof, or (2) have been provided for by depositing with the Trusteeor other commercial bank or trust company having full trust powers and authorized to accept trusts in theState in trust and irrevocably set aside exclusively for such payment (A) moneys sufficient to make such

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payment or (B) Government Securities maturing as to principal and interest in such amount and at suchtimes as will ensure the availability of sufficient moneys to make such payment, or (C) have beenprovided for by surrendering the Bonds to the Trustee for cancellation. When the Bonds are deemed to bepaid hereunder, as aforesaid, they shall no longer be secured by or entitled to the benefits of thisIndenture, except for the purposes of such payment from such moneys or Government Securities.

(b) Notwithstanding the foregoing, in the case of Bonds which by their terms may beredeemed before the stated maturities thereof, no deposit under clause (2) of the immediately precedingparagraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are tobe redeemed before their respective stated maturities, proper notice of such redemption has been given inaccordance with Article III or irrevocable instructions have been given to the Trustee to give such notice.

(c) Notwithstanding any provision of any other section of this Indenture which may becontrary to the provisions of this Section, all moneys or Government Securities set aside and held in trustpursuant to the provisions of this Section for the payment of Bonds shall be applied to and used solely forthe payment of the particular Bonds, with respect to which such moneys and Government Securities havebeen so set aside in trust.

ARTICLE XIV


Section 1401. Consents and Other Instruments by Owners.

(a) Any consent, request, direction, approval, objection or other instrument required by thisIndenture to be signed and executed by the Owners may be in any number of concurrent writings ofsimilar tenor and may be signed or executed by such Owners in person or by agent appointed in writing.Proof of the execution of any such instrument or of the writing appointing any such agent and of theownership of Bonds (other than the assignment of ownership of a Bond) if made in the following manner,shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trusteewith regard to any action taken, suffered or omitted under any such instrument, namely:

(1) The fact and date of the execution by any Person of any such instrument may beproved by the certificate of any officer in any jurisdiction who by law has power to takeacknowledgments within such jurisdiction that the Person signing such instrument acknowledgedbefore him the execution thereof, or by affidavit of any witness to such execution.

(2) The fact of ownership of Bonds and the amount or amounts, numbers and otheridentification of such Bonds, and the date of holding the same shall be proved by the registrationbooks of the City maintained by the Trustee pursuant to Section 206.

(b) In determining whether the Owners of the requisite principal amount of BondsOutstanding have given any request, demand, authorization, direction, notice, consent or waiver underthis Indenture, Bonds owned by the Developer shall be disregarded and deemed not to be Outstandingunder this Indenture, except that, in determining whether the Trustee shall be protected in relying uponany such request, demand, authorization, direction, notice, consent or waiver, only Bonds which theTrustee knows to be so owned shall be so disregarded; provided, the foregoing provisions shall not beapplicable if the Developer is the only Owner of the Bonds. Notwithstanding the foregoing, Bonds soowned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee

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establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds andthe pledgee is not the Developer or any affiliate thereof. The parties hereto acknowledge that, as of thedate of execution and delivery of this Indenture, the Lender is the pledgee of the Bonds and shall bedeemed to be the sole holder of the Bonds for purposes of any request, demand, authorization, direction,notice, consent or waiver under this Indenture.

Section 1402. Limitation of Rights Under this Indenture. With the exception of rights hereinexpressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bondsis intended or shall be construed to give any Person other than the parties hereto, and the Owners, if any,any right, remedy or claim under or in respect to this Indenture, this Indenture and all of the covenants,conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of theparties hereto, the Lender and the Owners, as herein provided.

Section 1403. Rights of Lender. The City and the Trustee agree that in addition to any otherrights to assign the Bonds as set forth herein, the Developer may collaterally assign its interest in theBonds to the Lender for the purpose of securing the Developer’s obligations to the Lender in connectionwith the financing or refinancing of the Project. In the event of a collateral assignment made by theDeveloper, the City and the Trustee agree, at the expense of the Developer, to execute such consents,estoppels and other documents related thereto as the Lender shall reasonably request and in such formwith such terms as the City and the Trustee deem appropriate.

Section 1404. Notices. It shall be sufficient service of any notice, request, complaint, demandor other paper required by this Indenture to be given or filed with the City, the Trustee, the Developer, theLender or Owners if the same is duly mailed, postage prepaid, sent by overnight delivery or other deliveryservice, as follows:

(a) To the City:


with copies to:


and:

Gilmore & Bell, P.C.One Metropolitan Square211 N. Broadway, Suite 2000St. Louis, Missouri 63102Attn: Shannon Creighton, Esq. and Mark A. Spykerman, Esq.

(b) To the Trustee:

[*Trustee*]__________

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__________Attn: Corporate Trust Department

(c) To the Developer:


with a copy to:

___________________________________________________

(d) To the Lender:

[*Lender*]____________________Attn: __________

(e) To the Owners if the same is duly mailed by first-class, registered or certifiedmail addressed to each of the Owners of Bonds at the time Outstanding as shown by the bondregistration books required by Section 206 to be kept at the corporate trust office of the Trustee.

All notices given by certified or registered mail as aforesaid shall be deemed fully given as of thedate they are so mailed, provided that any of the foregoing given to the Trustee shall be effective onlyupon receipt. All notices given by overnight delivery or other delivery service shall be deemed fullygiven as of the date when received. A duplicate copy of each notice, certificate or other communicationgiven hereunder by either the City or the Trustee to the other shall also be given to the Developer and theLender. The City, the Developer, the Lender and the Trustee may from time to time designate, by noticegiven hereunder to the others of such parties, such other address to which subsequent notices, certificatesor other communications shall be sent.

Section 1405. Severability. If any provision of this Indenture is held or deemed to be invalid,inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in alljurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or anyconstitution or statute or rule of public policy, or for any other reason, such circumstances shall not havethe effect of rendering the provision in question inoperative or unenforceable in any other case orcircumstance, or of rendering any other provision or provisions herein contained invalid, inoperative orunenforceable to any extent whatever.

Section 1406. Execution in Counterparts. This Indenture may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument.

Section 1407. Governing Law. This Indenture shall be governed exclusively by and construedin accordance with the applicable laws of the State.

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Section 1408. Electronic Transaction. The parties agree that the transaction described hereinmay be conducted and related documents may be sent, received or stored by electronic means. Copies,telecopies, facsimiles, electronic files and other reproductions of original executed documents shall bedeemed to be authentic and valid counterparts of such original documents for all purposes, including thefiling of any claim, action or suit in the appropriate court of law.

Section 1409. City Consent. Pursuant to the Ordinance, the Mayor and the City Manager areauthorized to execute all documents on behalf of the City (including documents pertaining to the transferof property or the financing or refinancing of the Project by the Developer) as may be required to carryout and comply with the intent of the Ordinance, this Indenture and the Lease. The Mayor and the CityManager are also authorized, unless expressly prohibited herein, to grant on behalf of the City suchconsents, estoppels and waivers relating to the Bonds, this Indenture, the Base Lease, the Lease or theDevelopment and Performance Agreement as may be requested during the term thereof; provided, suchconsents, estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the termof the Lease or the tax exemption as provided for therein, waive an Event of Default or materially changethe nature of the transaction unless otherwise approved by the City Council.

Section 1410. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of theRevised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for theduration of this Indenture, engage in a boycott of goods or services from (a) the State of Israel,(b) companies doing business in or with the State of Israel or authorized by, licensed by or organizedunder the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the City of Olivette, Missouri, has caused this Indenture to besigned in its name and behalf by its City Manager and the seal of the City to be hereunto affixed andattested by its City Clerk, and to evidence its acceptance of the trusts hereby created, [*Trustee*] hascaused this Indenture to be signed in its name and behalf by a duly authorized officer, all as of the datefirst above written.


By: Barbara Sondag, City Manager

[SEAL]

ATTEST:

By: Denise Mandel, City Clerk

[Trust Indenture]

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[*TRUSTEE*], as Trustee

By: Name: Title:

[Trust Indenture]

A-1

EXHIBIT A

PROJECT SITE


B-1

EXHIBIT B

PROJECT IMPROVEMENTS

The Project Improvements consist of a development consisting of approximately 207 residentialapartments and any other improvements located on the Project Site, to the extent paid for in whole withBond proceeds.

C-1

EXHIBIT C

FORM OF BONDS

THIS BOND OR ANY PORTION HEREOF MAY BE TRANSFERRED, ASSIGNED ORNEGOTIATED ONLY AS PROVIDED IN THE HEREIN-DESCRIBED INDENTURE.

No. 1 Not to Exceed$55,000,000

UNITED STATES OF AMERICASTATE OF MISSOURI

CITY OF OLIVETTE, MISSOURITAXABLE INDUSTRIAL REVENUE BOND

(OPUS DEVELOPMENT COMPANY, L.L.C. PROJECT)SERIES 2021

Interest Rate Maturity Date Dated Date

5.0% December 1, 2024 __________, 2021

OWNER: ______________________________

MAXIMUM PRINCIPAL AMOUNT: FIFTY-FIVE MILLION DOLLARS

The CITY OF OLIVETTE, MISSOURI, a home-rule city organized and existing under thelaws of the State of Missouri and the City Charter (the “City”), for value received, promises to pay, butsolely from the source hereinafter referred to, to the Owner named above, or registered assigns thereof, onthe Maturity Date shown above, the principal amount shown above, or such lesser amount as may beoutstanding hereunder as reflected on Schedule I hereto held by the Trustee as provided in the hereinafterreferred to Indenture. The City agrees to pay such principal amount to the Owner in any coin or currencyof the United States of America which on the date of payment thereof is legal tender for the payment ofpublic and private debts, and in like manner to pay to the Owner hereof, either by check or draft mailed tothe Owner at a stated address as it appears on the bond registration books of the City kept by the Trusteeunder the within mentioned Indenture or, in certain situations authorized in the Indenture, by internalbank transfer or by wire transfer to an account in a commercial bank or savings institution located in theUnited States. Interest on the Cumulative Outstanding Principal Amount (as hereinafter defined) at theper annum Interest Rate stated above, payable in arrears on each December 1, commencing on December1, 2022, and continuing thereafter until the earlier of the date on which said Cumulative OutstandingPrincipal Amount is paid in full or the Maturity Date. Interest on each advancement of the principalamount of this Bond shall accrue from the date that such advancement is made, computed on the basis ofa year of 360 days consisting of 12 months of 30 days each.

C-2

As used herein, the term “Cumulative Outstanding Principal Amount” means all Bondsoutstanding under the terms of the hereinafter-defined Indenture, as reflected on Schedule I heretomaintained by the Trustee.

THIS BOND is one of a duly authorized series of Bonds of the City designated the “City ofOlivette, Missouri, Taxable Industrial Revenue Bonds (Opus Development Company, L.L.C. Project),Series 2021,” in the maximum aggregate principal amount of $55,000,000 (the “Bonds”), to be issued forthe purpose of acquiring a leasehold interest in certain real property located on Irvington Court andReyem Court in the City (the “Project Site”) and constructing thereon a development consisting ofapproximately 207 residential apartments (the “Project Improvements”). The City will lease the ProjectSite and the Project Improvements (collectively, the “Project”) to Opus Development Company, L.L.C., aDelaware limited liability company (the “Developer”), under the terms of a Lease Agreement dated as of[*Date*], 2021 (said Lease Agreement, as amended and supplemented from time to time in accordancewith the provisions thereof, being herein called the “Lease”), between the City and the Developer, allpursuant to the authority of and in full compliance with the provisions, restrictions and limitations of theConstitution, the statutes of the State of Missouri, including particularly the Act, and pursuant toproceedings duly had by the City Council.

THE BONDS are issued under and are equally and ratably secured and entitled to the protectiongiven by a Trust Indenture dated as of [*Date*], 2021 (said Trust Indenture, as amended andsupplemented from time to time in accordance with the provisions thereof, being herein called the“Indenture”), between the City and [*Trustee*], as trustee (the “Trustee”). Capitalized terms not definedherein shall have the meanings set forth in the Indenture.

Reference is hereby made to the Indenture for a description of the provisions, among others, withrespect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City,the Trustee and the Owners, and the terms upon which the Bonds are issued and secured.

THE BONDS are subject to redemption and payment at any time before the stated maturitythereof, at the option of the City, upon written instructions from the Developer, (1) in whole, if theDeveloper exercises its option to purchase the Project and deposits an amount sufficient to effect suchpurchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Developer prepaysadditional Basic Rent pursuant to the Lease; provided, however, if only a portion of the Bonds are to beredeemed, Bonds aggregating at least 10% of the maximum principal amount of Bonds authorized underthe Indenture shall not be subject to redemption and payment before the stated maturity thereof. Anyredemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par valuethereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemptiondate.

THE BONDS are subject to mandatory redemption, in whole or in part, to the extent of amountsdeposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of substantialdamage to or destruction or condemnation of substantially all of the Project. Bonds to be redeemedpursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date forwhich timely notice of redemption may be given as provided in the Indenture. Any redemption of Bondspursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed,plus accrued interest thereon, without premium or penalty, to the redemption date. Before giving noticeof redemption to the Owners pursuant to this paragraph, money in an amount equal to the redemptionprice shall have been deposited in the Bond Fund.

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If the Bonds are to be called for optional redemption, the Developer shall deliver written notice tothe City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10days if there is one Owner) before the scheduled redemption date. The Trustee shall then deliver writtennotice to the Owner of this Bond at least 30 days (five days if there is one Owner) before the scheduledredemption date by facsimile or other electronic communication and by first-class mail stating the dateupon which the Bonds will be redeemed and paid.

THE BONDS, including interest thereon, are special obligations of the City and are payablesolely out of the rents, revenues and receipts derived by the City from the Project and the Lease and notfrom any other fund or source of the City, and are secured by a pledge and assignment of the Project andof such rents, revenues and receipts, including all rentals and other amounts to be received by the Cityunder and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute a generalobligation of the City or the State of Missouri, and neither the City nor said State shall be liable thereon,and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, statutory orcharter debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to theprovisions of the Lease, rental payments sufficient for the prompt payment when due of the principal ofand interest on the Bonds are to be paid by the Developer directly to the Trustee for the account of theCity and deposited in a special fund created by the City and designated the “City of Olivette, Missouri,Series 2021 Bond Fund – Opus Development Company, L.L.C..”

THE OWNER of this Bond shall have no right to enforce the provisions of the Indenture or toinstitute action to enforce the covenants therein, or to take any action with respect to any Event of Defaultunder the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto,except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effectset forth in the Indenture, the principal of all the Bonds issued under the Indenture and then-Outstandingmay become or may be declared due and payable before the stated maturity thereof, together with interestaccrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to theextent and in the circumstances permitted by the Indenture.

THIS BOND is transferable, as provided in the Indenture, only upon the books of the City keptfor that purpose at the above-mentioned office of the Trustee by the Owner hereof in person or by suchPerson’s duly authorized attorney, upon surrender of this Bond together with a written instrument oftransfer reasonably satisfactory to the Trustee duly executed by the Owner or such Person’s dulyauthorized attorney, and thereupon a new fully-registered Bond or Bonds, in the same aggregate principalamounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and uponpayment of the charges therein prescribed. The City, the Trustee and any Paying Agent may deem andtreat the Person in whose name this Bond is registered as the absolute owner hereof for the purpose ofreceiving payment of, or on account of, the principal or redemption price hereof and interest due hereonand for all other purposes.

THE BONDS are issuable in the form of one fully-registered Bond in the maximum principalamount of $55,000,000.

THIS BOND shall not be valid or become obligatory for any purposes or be entitled to anysecurity or benefit under the Indenture until the Certificate of Authentication hereon has been executed bythe Trustee.

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IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things requiredto exist, happen and be performed precedent to and in the execution and delivery of the Indenture and theissuance of this Bond do exist, have happened and have been performed in due time, form and manner asrequired by the Constitution and laws of the State of Missouri.

IN WITNESS WHEREOF, the City of Olivette, Missouri, has caused this Bond to be executedin its name by the manual or facsimile signature of its City Manager, attested by the manual or facsimilesignature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon.


By: Barbara Sondag, City Manager

[SEAL]

ATTEST:

By: Denise Mandel, City Clerk

CERTIFICATE OF AUTHENTICATION

This Bond is the Taxable Industrial Revenue Bond (Opus Development Company, L.L.C.Project), Series 2021, described in the Indenture. The effective date of registration of this Bond is setforth below.

[*TRUSTEE*], as Trustee

____________________ By: Date Authorized Signatory

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SCHEDULE I

TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT

CITY OF OLIVETTE, MISSOURITAXABLE INDUSTRIAL REVENUE BOND

(OPUS DEVELOPMENT COMPANY, L.L.C. PROJECT)SERIES 2021

Bond No. 1

DatePrincipal Amount

AdvancedPrincipal Amount

Redeemed

CumulativeOutstanding

PrincipalAmount

NotationMade

By

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FORM OF ASSIGNMENT

(NOTE RESTRICTIONS ON TRANSFERS)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

____________________________________________________________________________________Print or Typewrite Name, Address and Social Security or

other Taxpayer Identification Number of Transferee

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints_____________________________ attorney to transfer the within Bond on the books kept by the Trusteefor the registration and transfer of Bonds, with full power of substitution in the premises.

Dated: ______________________.

_______________________________________NOTICE: The signature to this assignment mustcorrespond with the name as it appears upon theface of the within Bond in every particular.

Medallion Signature Guarantee:

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EXHIBIT D

FORM OF REPRESENTATION LETTER


[*Trustee*], as Trustee____________________Attn: Corporate Trust Department

Re: $55,000,000 Maximum Principal Amount of Taxable Industrial Revenue Bonds (OpusDevelopment Company, L.L.C. Project), Series 2021 of the City of Olivette, Missouri

Ladies and Gentlemen:

In connection with the purchase of the above-referenced Bonds (the “Bonds”), the undersignedpurchaser of the Bonds hereby represents, warrants and agrees as follows:

1. The undersigned fully understands that (a) the Bonds have been issued under andpursuant to a Trust Indenture dated as of [*Date*], 2021 (the “Indenture”), between the City of Olivette,Missouri (the “City”), and [*Trustee*], as trustee (the “Trustee”), and (b) the Bonds are payable solelyout of certain rents, revenues and receipts to be derived from the leasing or sale of the Project (as definedin the Indenture) to Opus Development Company, L.L.C., a Delaware limited liability company (the“Developer”), under a Lease Agreement dated as of [*Date*], 2021 (the “Lease”), between the City andthe Developer, with certain of such rents, revenues and receipts being pledged and assigned by the City tothe Trustee under the Indenture to secure the payment of the principal of and interest on the Bonds.Capitalized terms not defined herein shall have the meanings set forth in the Indenture.

2. The undersigned understands that the Bonds are transferable only in the manner providedfor in the Indenture and discussed below and warrants that it is acquiring the Bonds for its own accountwith the intent of holding the Bonds as an investment, and the acquisition of the Bonds is not made with aview toward their distribution or for the purpose of offering, selling or otherwise participating in adistribution of the Bonds.

3. The undersigned agrees not to attempt to offer, sell, hypothecate or otherwise distributethe Bonds to others unless authorized by the terms of the Indenture and, if requested by the City, uponreceipt of an opinion of counsel reasonably acceptable to the City, the Developer and the purchaser thatall registration and disclosure requirements of the Securities and Exchange Commission and all otherappropriate federal and Missouri securities laws and the securities law of any other applicable state arecomplied with.

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4. The Developer has (a) furnished to the undersigned such information about itself as theundersigned deems necessary in order for it to make an informed investment decision with respect to thepurchase of the Bonds, (b) made available to the undersigned, during the course of this transaction, ampleopportunity to ask questions of, and to receive answers from, appropriate officers of the City and theterms and conditions of the offering of the Bonds, and (c) provided to the undersigned all additionalinformation which it has requested. [*Delete this paragraph if the Developer is the Purchaser of theBonds.*]

5. The undersigned is now, and was when it agreed to purchase the Bonds, familiar with theoperations of the Developer and fully aware of terms and risks of the Bonds. [*Delete previous sentenceif the Developer is the Purchaser of the Bonds.*] The undersigned believes that the Bonds which it isacquiring is a security of the kind that it wishes to purchase and hold for investment and that the natureand amount thereof are consistent with its investment program.

6. The undersigned is fully aware of and satisfied with (a) the current status of the title tothe Project and any issues related thereto and (b) the terms, amounts and providers of the insurancemaintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds with fullknowledge of such matters.

7. The undersigned understands and agrees that the interest on the Bonds is subject tofederal and state income taxation.

8. The undersigned hereby directs the Trustee to hold the Bonds in trust pursuant toSection 204(c) of the Indenture.

9. The undersigned is (a) the lessee under the Lease, (b) an affiliate of the lessee under theLease, (c) the Lender, (d) a “qualified institutional buyer” under Rule 144A promulgated under theSecurities Act of 1933, or (e) any general business corporation or enterprise with total assets in excess of$100,000,000.

Dated: , 20___

[PURCHASER OF BONDS]

By: Name: Title:

Gilmore & Bell, P.C.Draft – June 15, 2021

$55,000,000(AGGREGATE MAXIMUM PRINCIPAL AMOUNT)

CITY OF OLIVETTE, MISSOURITAXABLE INDUSTRIAL REVENUE BONDS

([*OPUS ENTITY PROJECT*])SERIES 2021

Dated as of [*Date*], 2021

BOND PURCHASE AGREEMENT

Honorable Mayor and City CouncilCity of Olivette, Missouri

On the basis of the representations and covenants and upon the terms and conditions contained inthis Bond Purchase Agreement, Opus Development Company, L.L.C., a Delaware limited liabilitycompany (the “Purchaser”), offers to purchase from the City of Olivette, Missouri (the “City”), the above-referenced bonds (the “Bonds”), to be issued by the City under and pursuant to Ordinance No. ____adopted by the City Council of the City on ___________, 2021 (the “Ordinance”), and a Trust Indenturedated as of [*Date*], 2021 (the “Indenture”) by and between the City and [*TRUSTEE*], as trustee (the“Trustee”). Capitalized terms not otherwise defined herein shall have the meanings set forth in theIndenture.

SECTION 1. REPRESENTATIONS AND AGREEMENTS

(a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:

(1) The City is a home-rule city duly organized and validly existing under its charterand the laws of the State of Missouri. The City is authorized pursuant to the Constitution, thelaws of the State of Missouri, and the charter, ordinances, orders and resolutions of the City, andall necessary action has been taken to authorize, issue and deliver the Bonds and to consummateall transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Indenture, theBase Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and thePurchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between theCity and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021(the “Development and Performance Agreement”) by and between the City and the Purchaser,and any and all other agreements relating thereto. The proceeds of the Bonds shall be used forthe purpose of acquiring the Project Site, constructing the Project Improvements and paying thecosts incurred in connection with the issuance of the Bonds.

(2) There is no controversy, suit or other proceeding of any kind pending or, to theCity’s actual knowledge, threatened wherein or whereby any question is raised or may be raised,

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questioning, disputing or affecting in any way the legal organization of the City or its boundaries,or the right or title of any of its officers to their respective offices, or the legality of any officialact leading up to the issuance of the Bonds or the constitutionality or validity of the obligationsrepresented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease,the Indenture, the Development and Performance Agreement or this Bond Purchase Agreement.

(b) The Purchaser represents as follows:

(1) Organization. The Purchaser is a limited liability company duly organized,validly existing and in good standing under the laws of the State of Delaware and authorized totransact business in the State of Missouri.

(2) No Conflict or Breach. The execution, delivery and performance of this BondPurchase Agreement by the Purchaser has been duly authorized by all necessary action of thePurchaser and does not and will not conflict with or result in the breach of any of the terms,conditions or provisions of, or constitute a default under, its organizational documents, any law,court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or,to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which thePurchaser is a party or by which it is bound.

(3) Documents Legal, Valid and Binding. When executed and delivered by thePurchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation,enforceable in accordance with its terms, subject, as to enforcement, to any applicablebankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement ofcreditors’ rights generally and further subject to the availability of equitable remedies. The partyexecuting this Bond Purchase Agreement on behalf of the Purchaser has been duly authorized toexecute this Bond Purchase Agreement.

(4) Purchaser’s Certificates. Any certificate signed by an authorized officer or agentof the Purchaser and delivered to the City shall be deemed a representation and warranty by thePurchaser to such parties as to the statements made therein.

SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS

On the basis of the representations and covenants contained herein and in the other agreementsreferred to herein, and subject to the terms and conditions set forth herein and in the Indenture, thePurchaser agrees to purchase from the City and the City agrees to sell to the Purchaser the Bonds on theterms and conditions set forth herein.

The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter defined)upon payment of an amount equal to the Closing Price (hereinafter defined), which amount shall beapplied as provided in the Indenture and the Lease. From time to time after the Closing Date, thePurchaser shall make additional payments with respect to the Bonds (“Additional Payments”) to theTrustee under the Indenture, which Additional Payments shall be applied to the payment orreimbursement of Project Costs or as provided in the Indenture and the Lease; provided that the sum ofthe Closing Price and all such Additional Payments shall not, in the aggregate, exceed $55,000,000 plusthe costs of issuance of the Bonds (if such costs of issuance are not paid with Bond proceeds).

As used herein, the term “Closing Date” shall mean _________, 2021, or such other date as shallbe mutually agreed upon by the City and the Purchaser; the term “Closing Price” shall mean the amount

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specified in writing by the Purchaser and agreed to by the City as the amount required to pay for theinitial issuance of the Bonds on the Closing Date, which amount shall be equal to (1) any Project Costsspent by the Purchaser from its own funds on or before the Closing Date, or (2) the aggregate principalamount of the Bonds, if all of the proceeds of the Bonds are being transferred to the Trustee on theClosing Date.

The Bonds shall be issued under and secured as provided in the Ordinance, the Indenture and theLease authorized thereby and the Bonds shall have the maturity, interest rate and shall be subject toredemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a fully-registered bond in the maximum aggregate principal denomination of $55,000,000; provided, that theprincipal amount of the Bonds outstanding at any time shall be that amount recorded in the records of theTrustee, absent manifest error, and further provided that interest shall be payable on the Bonds only onthe outstanding principal amount of the Bonds, as more fully provided in the Indenture.

SECTION 3. CONDITIONS TO THE OBLIGATIONS

The obligations hereunder shall be subject to the due performance by the parties of theobligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracyof and compliance with the representations contained herein, as of the date hereof and as of the ClosingDate, and are also subject to the following conditions:

(a) There shall be delivered to the Purchaser on or prior to the Closing Date a dulycertified copy of the Ordinance, the Indenture, the Base Lease, the Lease, the Development andPerformance Agreement, this Bond Purchase Agreement and any other instrument contemplatedthereby, and such documents shall be in full force and effect and shall not have been modified orchanged except as may have been agreed to in writing by the Purchaser.

(b) The City shall confirm on the Closing Date by a certificate that at and as of theClosing Date the City has taken all action necessary to issue the Bonds and that there is nocontroversy, suit or other proceeding of any kind pending or, to its knowledge, threatened againstthe City wherein any question is raised affecting in any way the legal organization of the City orthe legality of any official act shown to have been done in the transcript of proceedings leadingup to the issuance of the Bonds, or the constitutionality or validity of the obligations representedby the Bonds or the validity of the Bonds or any proceedings in relation to the issuance or salethereof.

(c) The Purchaser shall execute a certificate, dated the Closing Date, to the effectthat (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliatesor, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain orenjoin the issuance, validity, execution, delivery or performance of the Bonds, or (B) in any waycontest the corporate existence or powers of the Purchaser, (2) no litigation, proceeding orinvestigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaserthat could reasonably be expected to adversely affect its ability to perform its obligationshereunder or under the Base Lease, the Lease or the Development and Performance Agreement,(3) the representations and warranties of the Purchaser herein were and are true and correct in allmaterial respects and not misleading as of the date made and as of the Closing Date, and (4) suchother matters as are reasonably requested by the other parties in connection with the issuance ofthe Bonds.

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SECTION 4. THE PURCHASER’S RIGHT TO CANCEL

The Purchaser may cancel its obligation hereunder to purchase the Bonds by notifying the City inwriting at or before the Closing Date.

SECTION 5. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY

All of the representations and agreements by either party shall remain operative and in full forceand effect, and shall survive delivery of the Bonds to the Purchaser.

SECTION 6. NOTICE

Any notice or other communication to be given under this Agreement may be given in writing bymailing or delivering the same as follows:

(a) To the City:


with copies to:


and:

Gilmore & Bell, P.C.One Metropolitan Square211 N. Broadway, Suite 2000St. Louis, Missouri 63102Attn: Shannon Creighton, Esq. and Mark A. Spykerman, Esq.

(b) To the Trustee:

[*TRUSTEE*]______________________________________________Attn: Corporate Trust Department

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(c) To the Purchaser:


with a copy to:

___________________________________________________

SECTION 7. APPLICABLE LAW; ASSIGNABILITY

This Bond Purchase Agreement shall be governed by the laws of the State of Missouri. ThisBond Purchase Agreement may be assigned by the Purchaser to any Person that expressly assumes inwriting all of the obligations of the Developer contained in the Base Lease and the Lease; provided thatthe consent of the City for the assignment of this Bond Purchase Agreement shall not be required if theconsent of the City is not required for such Person’s assumption of the Lease under the provisions ofArticle XIII thereof. Any such assignee shall agree to be bound by the terms of this Bond PurchaseAgreement. This Bond Purchase Agreement may be assigned, without approval of, but with notice to theCity, by Purchaser to any lender of Purchaser or the Developer as collateral for a loan secured by a deedof trust or mortgage of the Project (as defined in the Lease) and the Bond may be pledged, withoutapproval of the City, by Purchaser to any lender of Purchaser as collateral for a loan secured by a deed oftrust or mortgage of the Project (as defined in the Lease).

SECTION 8. EXECUTION OF COUNTERPARTS

This Bond Purchase Agreement may be executed in several counterparts, each of which shall beregarded as an original and all of which shall constitute one and the same document.

SECTION 9. ANTI-DISCRIMINATION AGAINST ISRAEL ACT

Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Purchaser certifies it is notcurrently engaged in and shall not, for the duration of this Bond Purchase Agreement, engage in a boycottof goods or services from (a) the State of Israel, (b) companies doing business in or with the State ofIsrael or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons orentities doing business in the State of Israel.

[Remainder of Page Intentionally Left Blank.]

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Very truly yours,

OPUS DEVELOPMENT COMPANY,L.L.C., a Delaware limited liability company

By: Name: Title:

DATE OF EXECUTION: _______________, 2021.

[Bond Purchase Agreement]

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Accepted and Agreed to this _____ day of ___________, 2021.


By: City Manager

[SEAL]

ATTEST:

By: City Clerk

[Bond Purchase Agreement]


_____________________________


between the


and

[OPUS DEVELOPMENT COMPANY, L.L.C., or any affiliated entity (including any joint venture) inwhich Opus Development Company, L.L.C. has an ownership interest, directly or indirectly]

dated as of

[*Date*], 2021

_____________________________

(i)

TABLE OF CONTENTS

Page

Recitals ............................................................................................................................................. 1

ARTICLE I

DEFINITIONS

1.1. Definitions........................................................................................................................... 1

ARTICLE II

PROJECT COSTS

2.1. Project Costs........................................................................................................................ 3

ARTICLE III

OWNERSHIP OF THE PROJECT SITE; SCHEDULE; CONSTRUCTION OF THE PROJECT; CITY APPROVALS

3.1 Ownership of Property.........................................................................................................43.2. Project Construction............................................................................................................ 43.3. Construction Contracts; Insurance.......................................................................................43.4. Competitive Bids; Prevailing Wage; Federal Work Authorization.....................................43.5. Governmental Approvals.....................................................................................................53.6. Concept Site Plan; Approved Site Plan; Zoning..................................................................53.7. Certificates of Substantial Completion................................................................................53.8. Excusable Delay.................................................................................................................. 63.9. Sales and Use Tax Exemption............................................................................................. 6

ARTICLE IV

PRICE ROAD ACCESS AGREEMENT

4.1. Price Road Access Agreement.............................................................................................7

ARTICLE V

GENERAL PROVISIONS

5.1. Events of Default................................................................................................................. 75.2. Remedies on Default............................................................................................................75.3. Remedies..............................................................................................................................7

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ARTICLE VI

6.1. Term of Agreement..............................................................................................................86.2. Successors and Assigns....................................................................................................... 86.3. Notices................................................................................................................................. 86.4. Contractual Liability Insurance Requirements.................................................................... 96.5. Release and Indemnification................................................................................................96.6. Choice of Law....................................................................................................................106.7. Counterparts.......................................................................................................................106.8. Severability........................................................................................................................ 106.9. No Waiver of Sovereign Immunity................................................................................... 106.10. No Third Party Beneficiaries............................................................................................. 10

ARTICLE VII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

7.1. Representations of the City................................................................................................117.2. Representations of the Developer......................................................................................11

Signatures ........................................................................................................................................... 13

EXHIBIT A – Legal Description of Project SiteEXHIBIT B – Concept Site PlanEXHIBIT C – Developer’s AffidavitEXHIBIT D – Certificate of Substantial CompletionEXHIBIT E – Price Road Access Agreement


THIS DEVELOPMENT AND PERFORMANCE AGREEMENT (this “Agreement”) is madeand entered into as of [*Date*], 2021, by and between the CITY OF OLIVETTE, MISSOURI, afourth-class city organized and existing under the laws of the State of Missouri (the “City”), and[*DEVELOPER*], a Delaware limited liability company (the “Developer”).

RECITALS

A. The City is authorized and empowered pursuant to the provisions of Article VI, Section27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes ofMissouri (collectively, the “Act”) and the City Charter, to purchase, construct, extend and improvecertain projects (as defined in the Act) and to issue industrial development revenue bonds for the purposeof providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects toprivate persons or corporations for manufacturing, commercial, warehousing, office industry andindustrial development purposes upon such terms and conditions as the City deems advisable.

B. The Developer has acquired or has contracts to acquire approximately five acres of landlocated located on Irvington Court and Reyem Court in the City (as legally described on Exhibit A, the“Project Site”), upon which it proposes to construct a development consisting of approximately 207residential apartments (the “Project Improvements” and, together with the acquisition of a leaseholdinterest in the Project Site, the “Project”).

C. Pursuant to the Act, the City Council passed Ordinance No. _____ on _________, 2021(the “Ordinance”), which, (a) approved a Plan for an Industrial Development Project and Cost-BenefitAnalysis related to the Project (the “Plan”) that contemplates the issuance of taxable industrial revenuebonds in connection with the provision of sales tax exemption on materials used in the construction of theProject and (b) approved this Agreement to describe the terms upon which the Project will be developed.Under Attorney General Opinion 180-81, the Missouri Attorney General determined that the constructionand rental of multi-family apartments for profit is a commercial enterprise.

D. The City Council hereby determines that the implementation of the Project and thefulfillment generally of this Agreement are in the best interests of the City, and the health, safety, moralsand welfare of its residents, and in accord with the public purposes specified in the Plan.

AGREEMENT

Now, therefore, in consideration of the premises and mutual promises contained herein and othergood and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, theparties hereto agree as follows:

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ARTICLE I

DEFINITIONS

1.1. Definitions. In addition to the words and terms defined in the Recitals, the followingwords and terms shall have the following meanings:

“Approved Site Plan” means the detailed site plan or site plans approved by the City for theProject Site in conjunction with the M-U Gateway District zoning in accordance with the MunicipalCode.

“City Council” means the City Council of the City.

“Bond Counsel” means Gilmore & Bell, P.C., St. Louis, Missouri, or an attorney at law or a firmof attorneys selected by the City of nationally recognized standing in matters pertaining to obligationsissued by states and their political subdivisions.

“Bond Documents” means this Agreement and the trust indentures, leases, bond purchaseagreements and other documents to be entered into in connection with the issuance of the Bonds.

“Bonds” means the City’s Taxable Industrial Revenue Bonds (Opus Development Company,L.L.C. Project), Series 2021, in the maximum principal amount of $55,000,000, which may be issuedfrom time to time for various portions of the Project in accordance with the Act, the Ordinance, the Planand this Agreement.

“City Attorney” means Paul Martin, P.C. or any other person or law firm appointed as the CityAttorney pursuant to the Municipal Code.

“City Manager” means the person duly appointed as City Manager pursuant to the MunicipalCode.

“Concept Site Plan” means the site development plan set forth on Exhibit B, which is herebyincorporated by reference, depicting the conceptual program for construction of the Work.

“Event of Default” means any Event of Default as provided in Section 5.1.

“Governmental Approvals” means all plat approvals, re-zoning or other zoning changes, plannedunit development approvals, site plan approvals, conditional use permits, variances, building permits,architectural review or other subdivision, zoning or similar approvals, or approvals required by theMunicipal Code, any other applicable law or this Agreement for the completion of the Project and theissuance of the Bonds.

“Municipal Code” means the Code of Ordinances of the City of Olivette, Missouri, as may beamended from time to time.

“Preliminary Funding Agreement” means the Preliminary Funding Agreement dated as ofFebruary 16, 2021, between the City and the Developer, as may be amended from time to time inaccordance with its terms.

“Price Road Access Agreement” means an agreement transfering title to or granting an easementor other insurable property interest from the City to Developer of a portion of the City’s property located

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at 1200 N. Price Road sufficient to allow east-west access from the Project Site to Price Road, generallyin the location depicted on Exhibit E attached hereto. Such agreement shall be contingent on the Cityfirst obtaining the Public Access to North Price Road, shall require the Developer to maintain the east-west access to Price Road at no cost to the City, and shall be in a form acceptable to the City Attorney.

“Public Access to North Price Road” means a declaration, by final judgment of a court ofcompetent jurisdiction, that North Price Road, from Olive Boulevard to Alice Place, is a public street ofthe City of Olivette, accessible to and useable by the general public.

“Related Party” means any party related to the Developer by one of the relationships describedin Section 267(b) of the United States Internal Revenue Code of 1986, as amended, or any partycontrolled by or under common control with the Developer.

“State” means the State of Missouri.

“Work” means:

(a) construction of public improvements on and around the Project Site as follows:

(1) storm and sanitary sewers, stormwater control, detention facilities,fencing, sidewalks and other infrastructure improvements required to obtain all necessaryapprovals and permits,

(2) water mains,

(3) construction, reconstruction and/or relocation of other utilities; and

(b) construction of the Project Improvements, including one or more buildings containingapproximately 207 apartment units, as set forth on the Approved Site Plan.

ARTICLE II

PROJECT COSTS

2.1. Project Costs.

(a) Preliminary Costs. The City and the Developer hereby acknowledge that, pursuant to thePreliminary Funding Agreement, the Developer is responsible for funding certain costs incurred by theCity in connection with the preparation of the Plan and the negotiation and preparation of this Agreement(including, without limitation, attorney and consultant fees). To the extent that payment is not alreadyprovided by the terms of the Preliminary Funding Agreement, the Developer shall pay, upon receipt of aninvoice from the City and supporting documentation consistent with the requirements of the Section 2 ofthe Preliminary Funding Agreement, any costs incurred by the City related to the negotiation, preparationor review of any document related to the development, financing or refinancing of any portion of theProject (including, without limitation, Bond Documents, estoppels, consents and attornment agreements).

(b) Issuance Costs. The Developer shall pay, prior to or simultaneously with the issuance ofthe Bonds or a series thereof, all costs of issuance related to the Bonds or the applicable series, including,without limitation, City Attorney fees, Bond Counsel fees, and trustee fees, not to exceed [*$50,000*].Notwithstanding the foregoing, the limitation in the prior sentence shall not restrict any payments due

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under (a) above regarding City Attorney, Bond Counsel or trustee fees not directly related to the initialissuance of the Bonds, including, without, limitation, amendments to Bond Documents or estoppels orsimilar documents associated with refinancing the Project.

(c) Construction Costs. The Developer shall be solely responsible for funding or obtainingfinancing to fund all costs of acquiring and constructing the Project.

(d) Off-Site Improvement Costs.

(1) The Developer shall pay to the City, simultaneously with the issuance of theBonds, the sum of $80,000, which funds shall be used by the City to construct a public sidewalkalong Alice Place from the Project Site’s western property line westward to Price Road. The Cityshall be solely responsible for any costs of constructing the sidewalk in excess of $80,000.Simultaneously with the execution of this Agreement, the Developer shall provide the City withcopies of all engineering, plans and specifications previously procured by the Developer fo theproposed sidewalk.

(2) The Developer shall be responsible for installing and paying all costs of installinga public sidewalk along Alice Place from the Project Site’s western property line eastward toHilltop Avenue. The parties acknowledge that there are private improvements, including fencing,in the City’s right-of-way where the sidewalk will be located. The City will cause the removal ofany private improvements, including fencing, encroaching on the City’s right-of-way where thesidewalk will be located.

(3) Simultaneously with the issuance of the Bonds, the Developer shall pay the Citythe sum of $170,000, which the City will use to fund improvements to the northern half of theintersection of Price Road and Olive Boulevard (the design and timing of such improvements tobe within the sole discretion of the City, subject to any applicable review by other governmentalagencies).

(e) No Waivers. Nothing in this Agreement shall be construed to waive any application feeor other cost to the Developer associated with any Governmental Approval required by the MunicipalCode, including but not limited to application fees for zoning changes and building permits.

ARTICLE III

OWNERSHIP OF THE PROJECT SITE; SCHEDULE;CONSTRUCTION OF THE PROJECT; CITY APPROVALS

3.1. Ownership of the Project Site. The Developer represents that either it and/or a RelatedParty has acquired or has a contractual right to acquire all of the real property included in the Project Siteand required for construction of the Project, except for the property interests contemplated in the PriceRoad Access Agreement and the Public Access to North Price Road.

3.2. Project Construction.

(a) The Developer will substantially complete the Project Improvements by July 1, 2025,subject to Section 3.8. Substantial completion shall be determined by the City’s acceptance or deemedacceptance of the Certificate of Substantial Completion pursuant to Section 3.7.

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(b) Upon reasonable advance notice from the City, the Developer and its project team shallmeet with the Mayor, the City Manager and such other City staff and consultants as designated by theMayor or the City Manager to review and discuss the design and construction of the Work to enable theCity to monitor the status of construction and the aesthetics of the Work and to determine that the Work isbeing performed and completed in accordance with this Agreement and the Municipal Code.

(c) Construction of the Work shall be pursued in a good and workmanlike manner inaccordance with the terms of this Agreement.

3.3. Construction Contracts; Insurance. All construction contracts for the Work enteredinto by or on behalf of the Developer shall state that the contractor has no recourse against the City inconnection with the contractor’s construction of the applicable portion of the Work. The Developer shallobtain or shall require any contractor to obtain workers’ compensation, commercial public liability andbuilder’s risk insurance coverage in the amounts required by the Bond Documents and shall deliverevidence of such insurance to the City in accordance with the provisions of the Bonds Documents. TheDeveloper shall require that such insurance be maintained by the contractors for the duration of theconstruction of the applicable portion of the Work.

3.4. Competitive Bids; Prevailing Wage; Federal Work Authorization.

(a) The Developer shall comply with all federal, State and local laws relating to theconstruction of the Project, including, but not limited to, Section 107.170 of the Revised Statutes ofMissouri and laws relating to the payment of prevailing wages and competitive bidding, to the extent suchlaws are applicable to the Project or portions thereof.

(b) The Developer will comply with and satisfy the requirements of Section 285.530.2 of theRevised Statutes of Missouri, which requires (1) any business entity receiving tax abatement to, by swornaffidavit and provision of documentation, annually affirm its enrollment and participation in a federalwork authorization program with respect to the employees working in connection with the business entityreceiving tax abatement, and (2) every such business entity to annually sign an affidavit affirming that itdoes not knowingly employ any person who is an unauthorized alien in connection with the entityreceiving tax abatement. The Developer shall provide such affidavit, in substantially the form attached asExhibit C, and documentation to the City Manager or his designee on or before November 15 of eachyear during the term of this Agreement, beginning November 15, 2022.

3.5. Governmental Approvals. The Developer shall obtain or cause to be obtained allnecessary Governmental Approvals and shall be subject to all lawful inspections and perform suchnecessary acts as are required under the ordinances of the City. The City agrees to cooperate with theDeveloper and to process and timely consider all complete applications for the Governmental Approvalsas received, all in accordance with the Municipal Code and laws of the State; provided, however, thatnothing herein contained shall be construed as the City’s current approval of, or acquiescence to, anyGovernmental Approvals, the parties acknowledging that such matters can only be approved by the Cityin the proper exercise of its municipal functions through appropriate governmental procedures.

3.6. Concept Site Plan; Approved Site Plan; Zoning.

(a) Approval of Concept Site Plan and Approved Site Plan. The City hereby approves theConcept Site Plan. Such approval does not exempt the Developer from any site plan review processrequired by the Municipal Code. The parties agree that the Approved Site Plan shall govern the ultimatedesign and construction of the Project.

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(b) Changes. The Developer may make changes from time to time to the Approved Site Planas permitted by the Municipal Code.

(c) Planned Zoning. The Developer agrees that the Project will be developed pursuant to theM-U Gateway District zoning designation, as modified by Ordinance No. ______ passed by the CityCouncil on _________, 2021 and any other amending ordinance of the City subsequently adopted, andwill timely file all applicable site plan approval requests. The Developer acknowledges that the City mayimpose certain quality standards for the Project as part of such zoning.

3.7. Certificate of Substantial Completion.

(a) The Developer shall furnish a Certificate of Substantial Completion, in substantially theform of Exhibit D, which is hereby incorporated by reference, to the City.

(b) The appropriate City official shall diligently process the submitted Certificate ofSubstantial Completion, including making such inspections as may be reasonably necessary to verify theaccuracy of the project architect’s certifications accompanying the Certificate of Substantial Completion.The appropriate City official shall accept or reject the Certificate of Substantial Completion in writingwithin 45 days following delivery to the City. If the City fails to approve or reject the Certificate ofSubstantial Completion in writing within such 45-day period, then the Developer shall notify the City inwriting of the City’s failure to take action on the Certificate of Substantial Completion and the City shallhave 45 days from receipt of such notice to accept or reject the Certificate of Substantial Completion inwriting. If the City has not accepted or rejected the Certificate of Substantial Completion within such 45-day period, the Certificate of Substantial Completion shall be deemed accepted by the City as of theexpiration of such 45-day period. If the appropriate City official rejects the Certificate of SubstantialCompletion, such rejection shall specify in reasonable detail in what respects the Developer has failed tocomplete the Work in reasonable accordance with the provisions of this Agreement, or in what respectsthe Developer is otherwise in default, and what measures or acts the Developer must take or perform, inthe good faith opinion of such City official, to obtain such acceptance.

(c) The City may issue any and all appropriate certificates of occupancy in accordance withthe Municipal Code, even if the City has not yet accepted the Certificate of Substantial Completion.

3.8 Excusable Delay. Notwithstanding anything to the contrary contained herein or in thePlan, the schedule for completion of the Project Improvements described in Section 3.2 and any otherobligations herein shall be automatically extended by the number of days of delay caused by actions orevents beyond the control of the Developer, including, without limitation, damage or destruction by fireor casualty, strike, lockout, civil disorder, war, restrictive government regulations, lack of issuance of anypermits and/or legal authorization by the governmental entity necessary for the construction andoccupation of the Project (provided that reasonable efforts have been made to obtain saidpermits/authorizations and all conditions precedent to the issuance of said permits and/or authorizationshave been met), shortage or delay in shipment of material or fuel, acts of God, pandemic, unusuallyadverse weather or wet soil conditions, or other like causes beyond the Developer’s reasonable control,including without limitation any litigation, court order or judgment resulting from any litigation affectingthe validity of this Agreement or the Bond Documents (collectively, an “Excusable Delay”). The partiesagree that as of the date of this Agreement, no condition or event exists that would justify an ExcusableDelay. Notwithstanding the foregoing, no Excusable Delay will be deemed to exist unless the Developernotifies the City in writing of such Excusable Delay within 30 days after the commencement of the eventcausing such Excusable Delay (or within 30 days after the date that the Developer should reasonably havedetermined that such event will cause such Excusable Delay). An Excusable Delay shall not include anycondition or circumstance caused or extended by the Developer or a Related Party or attributable to the

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action or inaction of the Developer or a Related Party. If unforeseen site conditions on the Project Site,such as unknown environmental contamination or geotechnical conditions not identified prior to theinception of the Project, cause significant delay in preparing the Project Site for construction of theProject Improvements, the deadlines provided in Section 3.2 shall be extended for that period of timewhich the Developer can demonstrate to the reasonable satisfaction of the City Council to be necessary toremediate such conditions, but in no event shall the date for substantial completion in Section 3.2 beextended beyond December 31, 2026.

3.9. Sales and Use Tax Exemption. The City will issue the Bonds and the City and theDeveloper will enter into the Bonds Documents to facilitate a sales and use tax exemption on qualifiedbuilding materials used to construct the Project Improvements. Simultaneously with the closing of theBonds, the City will provide a project exemption certificate to the Developer.

ARTICLE IV


4.1. Price Road Access Agreement.

(a) The Developer will use commercially reasonable, good faith efforts to acquire aneasement from the owner of Lot 1 of the Beckman Brothers Record Plat, recorded with the St. LouisCounty Recorder of Deeds in Plat Book 357, Page 63, necessary to provide for an east-west access roadfrom the Project Site to Price Road (the “CVS Easement”).

(b) If the Developer is unable to obtain the CVS Easement, the City Manager, on behalf ofthe City, is authorized to execute the Price Road Access Agreement.

(c) The City will use good faith effortst to obtain the Public Access to North Price Road by[*July 1, 2022*]. If the City is unable to obtain the Public Access to North Price Road by such date, (1)the Developer shall have no obligation to construct an east-west access road from the Project to PriceRoad and (2) the Developer shall submit an amendment to the Approved Site Plan in the form required bythe Municipal Code showing ingress and egress to the Project solely from Alice Place. The partiesacknowledge that the initial Approved Site Plan, to the extent it shows an east-west access road to PriceRoad, may contain a notation indicating that the construction of the access road is contingent upon theCity obtaining the Public Access to North Price Road.

ARTICLE V

GENERAL PROVISIONS

5.1. Events of Default. If any one or more of the following events occurs and is continuing,it is hereby defined as and declared to be and to constitute an Event of Default hereunder:

(a) either party fails to perform any of its material obligations hereunder for a periodof 30 days (or such longer period as the City and the Developer may agree in writing) followingwritten notice to the defaulting party of such failure, or if such failure is not subject to cure withinsuch 30 days after such notice, the defaulting party fails to initiate action to cure the defaultwithin such 30 days after such notice is given and fails to pursue such action diligently; or

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(c) any representation of either party contained herein proves to be materially falseor erroneous and is not corrected or brought into compliance within 30 days (or such longerperiod as the City and the Developer may agree in writing) following written notice to thedefaulting party specifying the false or erroneous representation and requiring it to be remedied,or if such matter is not subject to cure within such 30 days after such notice, the defaulting partyfails to initiate action to cure the default within such 30 days after such notice is given and fails topursue such action diligently.

5.2. Remedies on Default. As provided in the Bond Documents, any Event of Defaultreferred to in Section 5.1 shall also constitute an Event of Default under the Bond Documents, affordingthe City the remedies specified therein, to the extent permitted by State law.

5.3. Remedies. Upon the occurrence of an Event of Default, the aggrieved party mayinstitute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default,including, but not limited to proceedings to compel specific performance by the defaulting party or toterminate this Agreement.

ARTICLE VI

GENERAL PROVISIONS

6.1. Term of Agreement. This Agreement shall become effective upon execution by theparties hereto and shall terminate upon the earliest to occur of the following:

(a) the payment in full of the Bonds (or any bonds issued to refund the Bonds) andthe payment of all amounts due under this Agreement;

(b) the occurrence and continuance of an Event of Default beyond the cure periodand the subsequent termination of this Agreement pursuant to the provisions of this Agreement;or

(c) the expiration of the leasehold interests set forth in the Bond Documents.

6.2. Successors and Assigns.

(a) The Developer shall not assign its interest in this Agreement prior to the City’sacceptance or deemed acceptance of the Certificate of Substantial Completion without the consent of theCity Council unless such assignment is to a Related Party or made as part of a collateral assignment inconnection with the financing or refinancing of the Project. Notwithstanding the foregoing, the CityCouncil shall not withhold its consent if it is reasonably satisfied that the proposed assignee hassignificant experience developing mixed-use projects and the financial ability to complete the Project.

(b) The Developer shall, immediately upon the consummation of any assignment of itsinterests in this Agreement, provide the City with a copy of the assignment and assumption agreementbetween the Developer and the assignee.

6.3. Notices. All notices, certificates or other communications required or desired to be givenhereunder shall be in writing and shall be deemed duly given when mailed by registered or certified mail,

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postage prepaid, delivered personally, or sent by overnight delivery or other delivery service whichrequires written acknowledgment of receipt by the addressee, addressed as follows:

(a) If to the City:


with copies to:


and:

Gilmore & Bell, P.C.211 North Broadway, Suite 2000St. Louis, Missouri 63102Attn: Shannon Creighton, Esq. and Mark A. Spykerman, Esq.

(b) If to the Developer:

[*Developer*]Opus Development Company, L.L.C.112 S. Hanley Road, Suite 100St. Louis, Missouri 63105Attn: Manager, Real Estate Development

with copies to:

Opus Development Company, L.L.C.10350 Bren Road WestMinnetonka, Minnesota 55343Attn.: Legal Department

and:

Daspin & Aument, LLP300 South Wacker Drive, Suite 2200Chicago, Illinois 60606Attn.: James H. Marshall

The City and the Developer may from time to time designate, by notice given hereunder to theother party, such other address to which subsequent notices, certificates or other communications shall besent. Attorneys for a party may give notice on behalf of their client.

6.4. Contractual Liability Insurance Requirements. The Developer shall maintaincontractual liability insurance covering the Developer’s indemnification obligations under Section 6.5.

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The contractual liability insurance shall be placed with insurance company or companies authorized to dobusiness in the State of Missouri or generally recognized international insurers or reinsurers with an A.M.Best rating of not less than “A-” or the equivalent thereof as may be selected by the Developer, provided,the City Attorney must be reasonably satisfied this this Agreement is an “insured contract” (or equivalentterminology) under the policy or policies obtained by the Developer. The Developer shall provide theCity with copies of such insurance policy and a current certificate of insurance to evidence the currenteffectiveness of such insurance coverage upon the execution of this Agreement and from time to timethereafter upon written request of the City. If requested by the City Attorney, the Developer shall causethe City to be named as an additional insured under the contractual liability insurance coverage requiredby this subsection.

6.5. Release and Indemnification.

(a) The indemnification and covenants contained in this Section shall survive expiration orearlier termination of this Agreement.

(b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it willdefend, indemnify and hold harmless the City, its governing body members, employees, attorneys andagents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/orexpense (including reasonable attorneys’ fees and court costs) resulting from, arising out of, or in any wayconnected with (1) the Developer’s failure to comply with any provision of this Agreement or the BondDocuments, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or itsrespective employees and agents, (3) the presence of hazardous wastes, hazardous materials or otherenvironmental contaminants on the Project Site, (4) any loss or damage to property or any injury to ordeath of any person occurring in or about the Project Site in connection with any activities, acts oromissions of the Developer or a Related Party or any of its respective contractors, agents or employees, or(5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or theconstruction of the Project. In the event that the validity or construction of the Act and/or any otherordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting theProject are contested in court, the City shall be defended, held harmless and indemnified by the Developerfrom and against all claims, demands and/or liabilities of any kind whatsoever including, withoutlimitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay anymonetary judgment and all court costs rendered against the City, if any.

(c) Notwithstanding anything herein to the contrary, the City, its governing body, employees,attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that all orany part of the Act and/or any other ordinance of the City adopted in connection with this Agreement, theBond Documents or the Project is declared invalid or unconstitutional in whole or in part by the final (asto which all rights of appeal have expired or have been exhausted) judgment of any court of competentjurisdiction.

(d) Notwithstanding the foregoing terms of this Section, the Developer shall have noobligation to defend, hold harmless or indemnify the City with respect to any matter or expense resultingfrom or arising out of the negligence or willful misconduct of the City.

(e) All covenants, stipulations, promises, agreements and obligations of the City containedherein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Cityand not of any of the City’s governing body members, employees, attorneys or agents in their individualcapacities.

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6.6. Choice of Law. This Agreement shall be taken and deemed to have been fully executed,made by the parties in, and governed by the laws of State for all purposes and intents. Any action arisingout of, or concerning, this Agreement shall be brought only in the Circuit Court of St. Louis County,Missouri. All parties to this Agreement consent to the jurisdiction and venue of such court.

6.7. Counterparts. This Agreement is executed in multiple counterparts, each of which shallconstitute one and the same instrument.

6.8. Severability. If any term or provision of this Agreement is held to be unenforceable by acourt of competent jurisdiction, the remainder shall continue in full force and effect, to the extent theremainder can be given effect without the invalid provision.

6.9. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be construed ordeemed to constitute a waiver of the City’s sovereign immunity.

6.10. No Third Party Beneficiaries. This Agreement constitutes a contract solely between theCity and the Developer. No third party has any beneficial interest in or derived from this Agreement.

6.11. City Consent. Pursuant to the Ordinance, the Mayor and the City Manager areauthorized to execute all documents on behalf of the City (including, without limitation, the Price RoadAccess Agreement and documents relating to the financing or refinancing of the Project by theDeveloper) as may be required to carry out and comply with the intent of this Agreement and the BondDocuments. The Mayor and the City Manager are also authorized, unless expressly prohibited herein, togrant on behalf of the City such consents, estoppels and waivers relating to this Agreement, the Bonds,and the Bond Documents as may be requested during the term hereof; provided, such consents, estoppelsand/or waivers shall not increase the principal amount of the Bonds, increase the term of any leaseholdinterests set forth in the Bond Documents, alter the sales and use tax exemption described in Section 3.9,or waive an Event of Default or materially change the nature of the transactions contemplated by thisAgreement and the Bond Documents unless otherwise approved by the City Council.

ARTICLE VII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

7.1. Representations of the City. The City makes the following representations andwarranties to the Developer, which are true and correct on the date hereof:

(a) No Violations. The execution and delivery of this Agreement, the consummationof the transactions contemplated hereby, and the fulfillment of the terms and conditions hereof donot and will not conflict with or result in a breach of any of the terms or conditions of anyagreement or instrument to which it is now a party, and do not and will not constitute a defaultunder any of the foregoing.

(b) No Litigation. To the City’s knowledge, no litigation, proceedings orinvestigations are pending or threatened against the City with respect to the Project or thisAgreement. In addition, no litigation, proceedings or investigations are pending or, to theknowledge of the City, threatened against the City seeking to restrain, enjoin or in any way limitthe approval or issuance and delivery of the Bonds or this Agreement or which would in anymanner challenge or adversely affect the existence or powers of the City to enter into and carry

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out the transactions described in or contemplated by the execution, delivery, validity orperformance by the City of, the terms and provisions of this Agreement.

(c) No Default. No default or Event of Default has occurred and is continuing, andno event has occurred and is continuing which with the lapse of time or the giving of notice, orboth, would constitute a default or an Event of Default in any material respect on the part of theCity under this Agreement.

(d) Compliance with Laws. The City has, to date, complied with the procedural andother requirements concerning the Governmental Approvals granted in connection with thedevelopment of the Project, the approval of this Agreement and the issuance of the Bonds.

7.2. Representations of the Developer. The Developer makes the following representationsand warranties to the City, which representations and warranties are true and correct on the date hereof:

(a) No Violations. The execution and delivery of this Agreement, the consummationof the transactions contemplated hereby, and the fulfillment of the terms and conditions hereof donot and will not conflict with or result in a breach of any of the terms or conditions of anycorporate or organizational restriction or of any agreement or instrument to which it is now aparty, and do not constitute a default under any of the foregoing.

(b) No Litigation. To the Developer’s knowledge, no litigation, proceedings orinvestigations are pending or threatened against the Developer with respect to the Project or thisAgreement. In addition, to the Developer’s knowledge, no litigation, proceedings orinvestigations are pending or threatened against the Developer seeking to restrain, enjoin or inany way limit the approval or execution and delivery of this Agreement or which would in anymanner challenge or adversely affect the existence or powers of the Developer to enter into andcarry out the transactions described in or contemplated by the execution, delivery, validity orperformance by the Developer of, the terms and provisions of this Agreement.

(c) No Default. No default or Event of Default has occurred and is continuing, andno event has occurred and is continuing which with the lapse of time or the giving of notice, orboth, would constitute a default or an Event of Default in any material respect on the part of theDeveloper under this Agreement, or any other material agreement or material instrument relatedto the Developer’s ability to perform pursuant to this Agreement to which the Developer is aparty or by which the Developer is bound.

(d) Compliance with Laws. With respect to its ability to perform pursuant to thisAgreement, the Developer is, to its knowledge, in compliance with all valid laws, ordinances,orders, decrees, decisions, rules, regulations and requirements of every duly constitutedgovernmental authority, commission and court applicable to any of its affairs, business andoperations as contemplated by this Agreement.

(e) Accuracy of Project Data. The Developer has provided certain financial andother information regarding the Project (the “Project Data”) to the City. The parties agree thatproject costs, estimated tax revenues and other financial information included within the ProjectData may change as the Project evolves from concept to completion, and such changes may bematerial. Nevertheless, the Developer represents that (1) the most recently supplied Project Datawas, to the Developer’s knowledge, developed and provided in good faith and (2) to theDeveloper’s knowledge, the Concept Site Plan set forth on Exhibit B is a good faith

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representation of the uses that the Developer will endeavor to locate on the Project Site, assumingthe Public Access to North Price Road is obtained.

(f) Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of theRevised Statutes of Missouri, the Developer certifies it is not currently engaged in and shall not,for the duration of this Agreement, engage in a boycott of goods or services from (1) the State ofIsrael, (2) companies doing business in or with the State of Israel or authorized by, licensed by ororganized under the laws of the State of Israel or (3) persons or entities doing business in theState of Israel.


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IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to beexecuted in their respective names and the City has caused its seal to be affixed hereto and attested, as ofthe date first above written.


(SEAL)


Denise M. Mandel, City Clerk

[*DEVELOPER*]

By: Name: Title:

A-1

EXHIBIT A

LEGAL DESCRIPTION OF PROJECT SITE


B-1

EXHIBIT B

CONCEPT SITE PLAN

C-1

EXHIBIT C

DEVELOPER’S AFFIDAVIT

STATE OF MISSOURI )) SS

COUNTY OF ST. LOUIS )

I, the undersigned, am over the age of 18 years and have personal knowledge of the matters statedherein.

I am a duly authorized officer of [*Developer*], a Delaware limited liability company (the“Developer”), and am authorized by the Developer to attest to the matters set forth herein.

I hereby affirm the Developer’s enrollment and participation in a “federal work authorizationprogram” as defined in Section 285.525 of the Revised Statutes of Missouri.

The Developer does not knowingly employ any person who is an “unauthorized alien” as definedin Section 285.525 of the Revised Statutes of Missouri.

Further Affiant Sayeth Not.

[*DEVELOPER*]

By: Name: Title:

Subscribed and sworn to before me this _____ day of _______________, 20___.

Notary Public

My commission expires on:

D-1

EXHIBIT D

CERTIFICATE OF SUBSTANTIAL COMPLETION

[*DEVELOPER*] (the “Developer”), pursuant to that certain Development and PerformanceAgreement dated as of [*Date*], 2021, between the City of Olivette, Missouri (the “City”), and theDeveloper (the “Agreement”), hereby certifies to the City as follows:

1. Capitalized terms used herein and not otherwise defined herein shall have the meaningsset forth in the Agreement.

2. That as of ____________________, 20___, the Work has been substantially completed inaccordance with the Agreement and all applicable Governmental Approvals.

3. The Completed Project Improvements have been completed in a workmanlike mannerand in accordance with (a) the plans and permits approved by the City and (b) the applicable zoning andother ordinances that govern the construction of the Project.

4. Lien waivers for the Completed Project Improvements have been obtained.

5. This Certificate of Substantial Completion is accompanied by the project architect’scertificate of substantial completion on AIA Form G-704 (or the substantial equivalent thereof), a copy ofwhich is attached hereto as Appendix A and by this reference incorporated herein), certifying that theCompleted Project Improvements have been substantially completed in accordance with the Agreementand the Bond Documents.

6. This Certificate of Substantial Completion is being issued by the Developer to the City inaccordance with the Agreement to evidence the satisfaction of all obligations and covenants of theDeveloper under the Agreement and the Bond Documents with respect to the construction of theCompleted Project Improvements.

7. The City’s acceptance (below) in writing to this Certificate of Substantial Completionshall evidence the satisfaction of all obligations and covenants of the Developer under the Agreement andthe Bond Documents with respect to the construction of the Completed Project Improvements.

This Certificate of Substantial Completion is given without prejudice to any rights against thirdparties which exist as of the date hereof or which may subsequently come into being. All certifications orstatements made or set forth in this Certificate of Substantial Completion are made solely for the benefitof the City and shall not be relied upon or used for any purpose by any third party in any proceeding,claim or contest of any kind, nature or character.

D-2

IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this _____ day of____________________, 20___.

[*DEVELOPER*]

By: Name: Title:

ACCEPTED:


By: Name: Title:

(Insert Notary Form(s) and Legal Description)

E-1

EXHIBIT E


The Price Road Access Agreement shall allow for the construction of an access road in thegeneral vicincity depicted below:

[Attach map showing general location of needed easement]


Agenda Item: AUTHORIZATION TO RELEASE A REQUEST FOR PROPOSALS SEEKING A GENERAL CONTRACTOR FOR THE CONSTRUCTION OF A NEW COMMUNITY CENTER, WARSON PARK IMPROVEMENTS, AND GRG CENTENNIAL GREENWAY (599C) Description: The Council is asked to authorize the release of an RFP that seeks proposals for a general contractor for construction of the new Community Center, improvements in Warson Park, and the Great Rivers Greenway Centennial Greenway Section 599C (running with Warson Park). Bids will be due July 27 at 2pm, with anticipated Council approval on August 11. It is possible that there will be some minimal changes to document prior to release, but the final document will be in substantial conformity with the draft documents. The entire document is over 150 pages. Attached here Instructions to Bidders, Bidders Scope of Work, and Bidder Proposal Forms. Recommended Action: MOTION TO AUTHORIZE THE RELEASE OF A REQUEST FOR PROPOSALS SEEKING A GENERAL CONTRACTOR FOR THE CONSTRUCTION OF A NEW COMMUNITY CENTER, WARSON PARK IMPROVEMENTS, AND GRG CENTENNIAL GREENWAY (599C) Attachments:

1. Instructions to Bidders, Bidders Scope of Work and Bid Proposal Forms Submitted by: Barbara Sondag

CITY MANAGER

00 21 13 - 1 of 7 INSTRUCTIONS TO BIDDERS

Olivette Community Center

SUMMARY

SECTION 00 21 13

INSTRUCTIONS TO BIDDERS

1.1 DOCUMENT INCLUDES

A. Invitation1. Bid Submission2. Intent3. Work Identified in the Contract Documents4. Contract Time

B. Bid Documents and Contract Documents1. Definitions2. Availability3. Examination4. Inquiries/Addenda5. Product/Assembly/System Substitutions

C. Site Assessment1. Site Examination2. Prebid Conference

D. Qualifications1. Qualifications2. Prequalification3. Subcontractors/Suppliers/Others

E. Bid Submission1. Submission Procedure2. Bid Ineligibility

F. Bid Enclosures/Requirements1. Security Deposit2. Performance Assurance3. Bid Form Requirements4. Fees for Changes in the Work5. Bid Form Signature6. Additional Bid Information7. Selection and Award of Alternates

G. Offer Acceptance/Rejection1. Duration of Offer2. Acceptance of Offer

1.2 RELATED DOCUMENTS

A. Document 00 24 13 – Bidder’s Scope of Work

B. Document 00 31 00 - Available Project Information.

C. Document 00 41 00 - Bid Form.

D. Document 00 43 0 – Supplemental Bid Form

E. Document 00 63 00 – Clarification and Modification Form

katie

Cloud

00 21 13 - 2 of 7INSTRUCTIONS TO BIDDERSOlivette Community Center

INVITATION

2.1 BID SUBMISSION

A. Bids signed and under seal, executed, and dated will be received at the office of the Owner at 1140 Dielman Road, Olivette, MO 63132 before 2:00 p.m. local standard time on the 27th day of July, 2021.

B. Offers submitted after the above time may be returned to the bidder unopened.

C. Submit required Supplements To Bid Forms within 24 hours after closing time for receiving bids.

D. Offers will be opened publicly immediately after the time for receipt of bids at the office of the Owner.

E. Amendments to the submitted offer will be permitted if received in writing prior to bid closing and if endorsed by the same party or parties who signed and sealed the offer.

2.2 INTENT

A. The intent of this Bid request is to obtain an offer to perform work to complete a new Community Center and Warson Park Improvements for the City of Olivette located at 1200 North Warson Road, Olivette, MO 63132 for a Stipulated Sum contract, in accordance with the Contract Documents.

2.3 WORK IDENTIFIED IN THE CONTRACT DOCUMENTS

A. Work of this proposed Contract comprises new construction and demolition, including general construction, structural, mechanical, electrical, and plumbing Work. Paving and utility work will also be included.

2.4 CONTRACT TIME

A. Perform the Work within the time stated in Document 00 24 13 – Bidder’s Scope of Work.

B. The bidder, in submitting an offer, accepts the Contract Time period stated for performing the Work. The completion date in the Agreement shall be the Contract Time added to the commencement date.

BID DOCUMENTS AND CONTRACT DOCUMENTS

3.1 DEFINITIONS

A. Bid Documents: Contract Documents supplemented with Invitation To Bid, Instructions to Bidders, Information Available to Bidders, Bid Form Supplements To Bid Forms and Appendices identified.

B. Contract Documents: Defined in AIA A201 Article 1 including issued Addenda.

C. Bid, Offer, or Bidding: Act of submitting an offer under seal.

D. Bid Amount: Monetary sum identified by the Bidder in the Bid Form.

3.2 AVAILABILITY

A. Companies may obtain bid documents from the City’s website https://www.olivettemo.com/Bids.aspx and register as a plan holder through Katie Aholt with Navigate Building Solutions, [email protected], Owner’s Representative.

B. Digital copies of the contract documents can also be downloaded for free from the Owner’s Representative Share Point site by contacting by Katie Aholt with Navigate Building Solutions at 636-359-8538 or [email protected].

C. Bid Documents are made available only for the purpose of obtaining offering's for this project. Their use does not grant a license for other purposes.

3.3 EXAMINATION

A. Upon receipt of Bid Documents verify that documents are complete. Notify Architect should the documents be incomplete.

B. Immediately notify Architect upon finding discrepancies or omissions in the Bid Documents.

https://www.olivettemo.com/Bids.aspx



3.4 INQUIRIES/ADDENDA

A. Direct questions to Katie Aholt, via e-mail [email protected], Cc Joel Kerschen, [email protected] and Michael Andresen, [email protected]. Questions asked via phone or voice mail will not be answered.

B. Addenda may be issued during the bidding period. All Addenda become part of the Contract Documents. Include resultant costs in the Bid Amount.

C. Verbal answers are not binding on any party.

D. Clarifications requested by bidders must be in writing not less than 12 days before date set for receipt of bids. The reply will be in the form of an Addendum, a copy of which will be forwarded to known recipients.

3.5 PRODUCT/ASSEMBLY/SYSTEM SUBSTITUTIONS

A. Where the Bid Documents stipulate a particular product, substitutions will be considered up to 12 days before receipt of bids.

B. When a request to substitute a product is made, Architect and Owner may approve the substitution and will issue an Addendum to known bidders.

C. The submission shall provide sufficient information to determine acceptability of such products.

D. Provide complete information on required revisions to other work to accommodate each proposed substitution.

E. Provide products as specified unless substitutions are submitted in this manner and accepted.

F. See Section 01 25 00 – Substitution Procedures for additional requirements.

SITE ASSESSMENT

4.1 SITE EXAMINATION

A. Examine the project site before submitting a bid.

4.2 PREBID CONFERENCE

A. A bidders conference has been scheduled for 2:00 p.m. on the 6th day of July, 2021 at the location of City of Olivette Community Center, 9723 Grandview Drive, Olivette, MO 63132.

B. All general contract and subcontract bidders and suppliers are invited.

C. Representatives of Architect and Owner will be in attendance.

D. Summarized minutes of this meeting will be circulated to attendees. These minutes will not form part of the Contract Documents.

E. Information relevant to the Bid Documents will be recorded in an Addendum, issued to Bid Document recipients.

QUALIFICATIONS

5.1 EVIDENCE OF QUALIFICATIONS

A. Bidder shall provide with their bid submission, at least three references of current clients (within the past two years). Failure to provide references may be cause for rejection of bid. The City of Olivette should not be used as a reference.

B. To demonstrate qualification for performing the Work of this Contract, bidders may be requested to submit written evidence of financial position, license to perform work in the State.

5.2 SUBCONTRACTORS/SUPPLIERS/OTHERS

A. Owner reserves the right to reject a proposed subcontractor for reasonable cause.

B. Refer to General Conditions.

BID SUBMISSION

6.1 SUBMISSION PROCEDURE

A. Bidders shall be solely responsible for the delivery of their bids in the manner and time prescribed.

mailto:[email protected],

mailto:[email protected]


B. Submit two copies of the executed offer on the Bid Forms provided, signed and sealed with the required security in a closed opaque envelope, clearly identified with bidder's name, project name and Owner's name on the outside.

C. Improperly completed information, irregularities in bid bond, may be cause not to open the Bid Form envelope and declare the bid invalid or informal.

D. An abstract summary of submitted bids will be made available to all bidders following bid opening.

6.2 BID INELIGIBILITY

A. Bids that are unsigned, improperly signed or sealed, conditional, illegible, obscure, contain arithmetical errors, erasures, alterations, or irregularities of any kind, may at the discretion of the Owner, be declared unacceptable.

B. Bid Forms, Appendices, and enclosures that are improperly prepared may, at the discretion of Owner, be declared unacceptable.

C. Failure to provide security deposit, bonding or insurance requirements may, at the discretion of Owner, invalidate the bid.

BID ENCLOSURES/REQUIREMENTS

7.1 SECURITY DEPOSIT

A. Bids shall be accompanied by a security deposit as follows:1. Bid Bond of a sum no less than 5 percent of the Bid Amount on AIA A310 Bid Bond Form.

B. Endorse the Bid Bond in the name of the Owner as obligee, signed and sealed by the principal (Contractor) and surety.

C. The security deposit will be returned after delivery to the Owner of the required Performance and Payment Bond(s) by the accepted bidder.

D. Include the cost of bid security in the Bid Amount.

E. After a bid has been accepted, all securities will be returned to the respective bidders.

F. If no contract is awarded, all security deposits will be returned.

7.2 PERFORMANCE ASSURANCE

A. Performance Bond: If the Contractor’s bid is in excess of $50,000.00, the Contractor shall also furnish withing ten (10) days of notification of contract award a satisfactory Performance Bond in the full amount of the Contract Sum. The Performance Bond furnished shall guarantee the faithful performance of the Work and warrant the Work for the guaranty period established in this City-Contractor agreement.

B. Payment Bond: If the Contractor’s bid is in excess of $50,000.00, the Contractor shall furnish within (10) days of notification of contract award a satisfactory Payment Bond in the full amount of the Contract Sum. The Payment Bond furnished shall meet all requirements of Section 107.170 of the Revised Statutes of Missouri, as amended, and shall guarantee the payment of any and all materials, incorporated, consumed or used in connection with the construction of such work, and all insurance preiums, both for compensation, and for all other kids of insurance, said work, and for all labor performed in such work whether by subcontractor or otherwise, including payment of prevailing wage requirements of the State of Missouri.

C. The premiums on all bonds shall be paid by the Contractor.

7.3 BID FORM REQUIREMENTS

A. Complete all requested information in the Bid Form and Appendices. Bid Form includes a bid breakout based upon identified phases of work.

1. Plans and specifications for the Great Rivers Greenway Centennial Greenway at Warson Park (denoted as Phase 2B on the plans) are included in this bid package as prepared by WSP. The cost of work is to be included in the base bid and itemized as independent line item on the Bid Form.



2. The cost of work for the remaining scope and project phases, per Plans and Specifications by KAI, is to be included as a line item on the Bid Form.

B. Taxes: This project is exempt from all sales taxes for construction materials and supplies used directly in fulfilling contract requirements. Sales tax shall not be included into the price(s) for this project. The contractor shall follow the regulations as outlined in Section 144.062 RSMo Construction Materials Exemption Allowed.The City will issue the Contractor a tax exemption letter and a project exemption certificate. These documents are to be given to the contractor’s suppliers and used only for the specific project identified and will expire on the date indicated unless renewed by the City.

C. Prevailing Wage: The successful Bidder shall be required to comply in all respects with applicable State Statutory provisions concerning payment of prevailing wages on public works projects, Sections 290.210 through 290.340 RSMo as currently amended, and shall pay to all workmen performing under work contract not less than prevailing hourly rate of wages as determined by the Department of Labor and Industrial Relations of the State of Missouri.

As such, the bid for this project shall be based upon the required payment by the Contractor for wages for each craft or type of workmen required to execute the Contract. A schedule of such prevailing hourly rate of wages as determined by the Department of Labor and Industrial Relations of Missouri, pursuant to said statutory provisions is attached hereto and made a part of this Contract.

D. OSHA Required Training: Pursuant to Section 292.675 RSMo, Contractor shall require all on-site employees to complete the ten-hour training program as required under Section 292.675 RSMo. This program shall be provided by Contractor and shall be a ten-hour Occupational Safety and Health Administration (OSHA) construction safety program for Contractor’s on-site employees which includes a course in construction safety and health approved by OSHA or a similar program approved by the Missouri Department of Labor and Industrial Relations (“MoDOLIR”) 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 under this Agreement. Contractor shall further require all subcontractors under Contractor to provide the ten-hour training program required under Section 292.675 RSMo. to such subcontractors’ on-site employees. On-site employees who have previously completed such ten-hour training program must hold documentation of prior completion of the program.

E. Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or disability. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment; advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. The Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or disability. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for work performed under the terms and conditions of this Contract. A breach of this provision may be grounds for termination of this Contract.

F. The City of Olivette hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this solicitation, disadvantaged business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

G. Fees for Changes in the Work: The maximum that will be allowed for overhead and profit on changes in work shall be in accordance with the Modification/Explanation to the Change Order Fee document include herein and indicated as an Exhibit to the AIA 101 Contract Agreement.


7.4 BID FORM SIGNATURE

A. The Bid Form shall be signed by the bidder, as follows:1. Sole Proprietorship: Signature of sole proprietor in the presence of a witness who will also

sign. Insert the words "Sole Proprietor" under the signature. Affix seal.2. Partnership: Signature of all partners in the presence of a witness who will also sign.

Insert the word "Partner" under each signature. Affix seal to each signature.3. Corporation: Signature of a duly authorized signing officer(s) in their normal signatures.

Insert the officer's capacity in which the signing officer acts, under each signature. Affix the corporate seal. If the bid is signed by officials other than the president and secretary of the company, or the president/secretary/treasurer of the company, a copy of the by-law resolution of their board of directors authorizing them to do so, must also be submitted with the Bid Form in the bid envelope.

4. Joint Venture: Each party of the joint venture shall execute the Bid Form under their respective seals in a manner appropriate to such party as described above, similar to the requirements of a Partnership.

7.5 ADDITIONAL BID INFORMATION

A. Submit the following Supplements concurrent with bid submission:1. Time: Bidders shall propose on the Bid Form a contractual duration for achieving

Substantial Completion for Phase 2A, 2B, and 2C construction of the new Community Center, Centennial Greenway and Park connector paths within _____ calendar days from the issuance of Notice to Proceed.

2. Bid Alternates: Include the cost variation to the Bid Amount applicable to the Work described in Section 01 23 00.

3. References: Bids will not be accepted if references are note provided at the time of bid.

4. Qualifications: Bids will not be accepted if references are note provided at the time of bid.

B. Submit the following Supplements 24 hours after bid submission:1. Subcontractors: Include the names of all Subcontractors and the portions of the Work

they will perform.2. Unit Pricing3. MBE/WBE Participation Summary: Include the enterprise dollar participation and

percentages of contract for the Olivette Community Center and Warson Park Improvements and, separately, for the GRG Centennial Greenway 599C.

7.6 SELECTION AND AWARD OF ALTERNATES

A. Indicate variation of bid price for Alternates listed on the Bid Form. Unless otherwise indicated, indicate Alternatives as a difference in bid price by adding to or deducting from the base bid price.

OFFER ACCEPTANCE/REJECTION

8.1 DURATION OF OFFER

A. Bids shall remain open to acceptance and shall be irrevocable for a period of sixty (60) days after the bid closing date.

8.2 ACCEPTANCE OF OFFER

A. Owner reserves the right to accept or reject any or all offers.

B. After acceptance by Owner, Architect on behalf of Owner, will issue to the successful bidder, a



written letter of Contract Award. C. The solicitation shall be awarded to the lowest, responsive, responsible

bidder, the combination of a base plus alternate sections that will allow the most work to be completed within the City’s budget and timeline. The responsiveness of the bidder shall be determined by the City based whether their bid fully conforms in all material respects to the solicitation and all of its requirements, including all form and substance. The responsibility of the bidder shall be determined by the City based on whether the bidder is capable of meeting all of the requirements of the solicitation and subsequent contract; possesses full capability, including financial and technical, to perform as contractually required; and the quality and performance of previous contracts or services. The City reserves the right, in its sole discretion, to reject any or all bids, or portions thereof, to waive technicalities or deficiencies in any or all the bids. The City of Olivette reserves the right to cancel this IFB in part or in its entirety. This IFB does not commit the City of Olivette to award a contract or to pay any costs to bidders in preparation of their bid.

D. The successful bidder will receive a Notice of Intent to Award listing documentation that the bidder is required to submit, which includes but is not limited to the following:

● City-Contractor Agreement – Modified AIA A101 and A201 (Sample included with this solicitation) ● Affidavit of Participation in Federal Work Authorization Form (sample included with this solicitation) ● E-Verify Memorandum of Understanding (showing electronic signatures of Contractor and Homeland Security) ● Insurance ● Bonds

If awarded the Contract, the successful bidder will have a maximum of five (5) business days; excluding holidays from the date of the Notice of Intent to Award letter to submit supportive documentation as outlined in the notification letter. Failure to complete the outlined requirements within such timeframe shall be subject to forfeiture of the subject contract.

END OF SECTION

00 24 13 – 1 of 12 BIDDERS SCOPE OF WORKOlivette Community Center

City of OlivetteNew Community Center, Warson Park Improvement, and

GRG Centennial Greenway (599C)Scope of Work for General Contractor

The Construction Manager (CM) referred to below is Navigate Building Solutions, LLC. The Owner referred to below is the City of Olivette. The Contractor referred to below is the General Contractor. This bid package includes, but is not limited to, the following:

1. Scope shall include all work outlined by the project documents (plans and specifications) issued by KAI dated June 30, 2021 and WSP dated June 2021.

a. The scope of work includes the construction of the Olivette Community Center and Park Improvements by KAI and construction of Centennial Greenway at Warson Park (599C) by WSP.

2. This contractor shall include in the base bid price an unknown site conditions allowance of $200,000. Allowance shall include all overhead, profit, and fees as is allowed for Change Orders in contract Exhibit D, Modification/Explanation of Change Order Fee. Unit prices provided on the Supplemental Bid Information Form shall be used where applicable to work paid from the Allowance. Any savings to this allowance shall be reconciled via a deduct Change Order which shall include the associated overhead, profit, and fees. This allowance may only be used at the sole discretion of the CM and Owner. This allowance may not be used to address the effects of weather conditions. Allowance amount to be entered on Bid Form.

3. The draft AIA 101 and AIA 201 have been modified from their original versions. Contractor shall read and agree to these documents as part of the bid process.

4. Contractor is aware of the potential for Liquidated Damages. Contractor shall be responsible to maintain scheduled items for the Contractor’s work as included in the Master Project Schedule below. Contractor shall reference the City-Contractor Agreement included in the bid documents. Contractor agrees to pay the Owner, or to deduct from the Contract Sum, not as a penalty, but as liquidated damages, the amounts listed in the contract drafts provided.

5. Upon execution of this contract, this contractor must submit to the CM a detailed critical path baseline construction schedule outlining each construction activity and phase. This schedule must fall within the Master Project Schedule outlined below and be submitted no later than twenty-one (21) days following execution of the contract. Contractor is required to provide updated work schedules at a minimum on a monthly basis with each pay application. Contractor’s detailed activity schedule/critical path schedule shall adhere to the Master Project Schedule and shall provide for expeditious and practicable execution of the Work. Should the Contractor fall behind schedule by more than 5 work days due to the fault of this Contractor, the Contractor shall provide a recovery schedule to the CM within 5 days of request by the CM.

Master Project Schedule Milestone Dates:1. Request for Bids June 30, 2021

2. Pre-Bid Meeting July 6, 2021 at 2:00 PM

3. Bid RFIs Due July 15, 2021 at 5:00 PM

4. Last Bid Addenda Issued (if necessary) July 20, 2021 at 5:00 PM


5. Receipt of Bids July 27, 2021 at 2:00 PM

6. Supplemental Bid Information Due July 28, 2021 at 2:00 PM

7. Final Board Approval August 11, 2021

8. Anticipated Notice to Proceed / Mobilization (Day 1) August 12, 2021

9. Groundbreaking Date TBD by Owner

10. Submittals Submitted for Review See Dates in Contract by Phase

11. Substantial Completion Dates See Sheet G-002 Project Phasing

12. Phase 2 General Contractor Internal Pre-Punch 5 weeks Prior to Subst. Completion

13. Phase 2 Substantial Completion / Punchlist Populated(Day ___*) *Based on Bidder’s Proposed Duration

All Life Safety Inspections & Occupancy Inspections to be completed on or before Substantial Completion date. Owner systems furniture also able to be installed in this 30 day window for connection as needed by this Contractor.

14. Phase 2 Final Completion / Punchlist 30 Calendar Days After Subst. Completion

6. The contractual project duration for Phase 2A/B/C shall be proposed by bidders on the Bid Form. The proposed duration will be used as key criteria along with other information on the Bid Form to select and award a General Contractor. The project duration will be incorporated into the Contract between the Owner and the General Contractor. See Sheet G-002 by KAI for Project Phasing Plan.

7. Contractor accepts all risks associated with adverse weather. No time extensions will be granted related to claims of adverse weather. No claims for extra costs will be granted related to adverse weather and/or taking action to deal with adverse weather and/or the effects of adverse weather. All provisions in the City-Contractor Agreement otherwise respecting weather are superseded by this provision, and are of no force and effect.

8. Any claims for delay to critical path activities shall be submitted to the Construction Manager within 24 hours of occurrence, identifying the event and the impacted critical path activity. The Construction Manager will review to determine if the claim will be considered a valid delay. Each day claimed shall be tracked on a log for review at the bi-weekly Owner meetings.

9. Contractor is required to provide detailed work schedule (short term schedule) on a weekly basis. Contractor’s detailed work schedule shall adhere to the Master Project Schedule and the accepted contractual project duration. Contractor shall meet the requirements of the Master Project Schedule.

10. Provide all supervision, labor, tools, equipment and materials to complete the work.

11. Perform all unloading, loading, distribution and hoisting of materials for this scope of work.

12. Furnish, install, maintain and remove temporary on-site trailers and storage containers as required to perform the work. Trailer shall include a conference room with table and chairs for Owner and Architect meetings, and other meetings as needed.


a. Contractor shall provide office for CM with desk, chair, printer and access to internet for Project Manager use during on site supervision and monitoring activities.

13. Perform all work in accordance with OSHA standards (including OSHA 10-hour requirement). This Contractor is responsible for OSHA required safety railings (installation, maintenance and removal) including appropriate OSHA approved system for roof edge protection for all trades. Contractor shall maintain copies of all SDS sheets onsite at the job trailer.

14. Provide ladders for all contractors to access the roof until the permanent means are in place and available for use.

15. The Owner will furnish the City of Olivette Building permit, including fire alarm and fire protection. This Contractor (or its subcontractors) is responsible for all other permits, if required and fees required by state, county, local, regional, and federal authorities, and agencies associated with this scope of work, ie: mechanical, electrical, plumbing through St. Louis County, utility companies (including the Metropolitan Sewer District of St. Louis (MSD), Missouri American Water (MOAM)). This Contractor is required to comply with all permit requirements and inspection requirements associated with such permits. This Contractor is also required to obtain a Business License from the City of Olivette if required.

16. Coordinate all work with the Construction Manager’s representative.

17. Bi-weekly meetings at the jobsite will be held with the Owner Representative. The work of this contractor must be performed in accordance with the decisions and schedules formulated at these meetings so as not to delay the work. The Contractor’s Project Manager and Foreman/Superintendent must be present at these meetings. This contractor shall keep minutes of these meetings and forward to the CM for review within 4 working days after the meeting.

18. Weekly meetings at the jobsite MUST be held with this contractor and its subcontractor’s Foreman/Project Managers to coordinate installation of all systems. The Owner, Architect and the CM shall be invited to all of these meetings and will attend at their discretion. This contractor shall keep minutes of these meetings and forward to the CM for review weekly.

19. General Contractor and its HVAC, Plumbing, Fire Protection and Electrical subcontractors will be expected to coordinate above-ceiling work prior to installation, including the creation of drawing overlays to identify and address interferences prior to installation as needed.

20. This Contractor shall provide all surveying and layout required to complete the work.

21. Review all drawings and specifications and accept responsibility for requirements, general notes, notes, specifications, and details as they relate to this scope of work.

22. General Contractor will install, maintain, and remove all SWPPP scope of work. Contractor will provide all SWPPP reports per MDNR standards. Provide SWPPP reports to the CM on a weekly basis and immediately following each rain event.

23. This Contractor is responsible for locating all public and private utilities.

24. Provide street cleaning to remove dirt, mud, and debris generated by the project site as needed to maintain a clean surface at existing drives, parking lots and public roads. This includes cleaning along N Warson Road and Grandview Drive.


25. Take note of nearest water source and the schedule for water line installation; if no water is available on site, provide alternate means for tire wash down of trucks prior to leaving the site.

26. Provide barricades, signage, flagging and flagman for traffic control and public safety during the execution of the work. Coordination of all road closures (full or partial) with CM and city officials.

27. Protect adjacent properties and utilities as required during the execution of this work. Provide shoring or underpinning as required for safe excavations to meet OSHA requirements and to protect adjacent streets, sidewalks, utilities and existing structure(s). If this requires engineered shoring systems, this Contractor will provide as needed for this scope of work.

28. This Contractor to cleanup all rubbish and debris from site and building on a daily basis. This includes off-site disposal of all rubbish and debris along with excess spoils, unsuitable materials, excess materials such as concrete, sand and masonry materials. Trucks or dumpsters to haul off material by this Contractor.

29. This Contractor shall furnish all dumpsters for the entire project and shall include cost to haul offsite and legally dispose of all construction rubbish and debris.

30. This contractor to broom clean all floors at least once a week to ensure housekeeping stays up to par.

31. This Contractor shall provide a heavy construction cleaning prior to punch list creation so all surfaces can be observed by the design team. Clean exterior and interior surfaces exposed to view; remove temporary labels, stains, putty, soil, paint and foreign substances from all surfaces, including glass and painted surfaces; polish transparent and glossy surfaces; clean equipment and fixtures to a sanitary condition; replace air filters in mechanical equipment; clean roofs, gutters, and downspouts; remove obstructions and flush debris from drainage systems; clean site; sweep paved areas and rake clean other surfaces; remove trash and surplus materials from the site; clean and polish all floors; clean and polish all hardware; and repair all Work damaged during cleaning.

32. Provide final cleaning of all buildings and site prior to occupancy.

33. Contractor will provide temporary construction toilets for the project for all Contractors, visitors, etc.

34. Contractor will provide ice, cups and distribute drinking water as needed for workers performing this scope of work.

35. This Contractor and all subcontractors will be responsible to review all specifications and drawings.

36. Contractor must not burn in the concrete at the carpet tile, vinyl, or other resilient flooring locations. Contractor to ensure floors are kept dry and clean so that the concrete can dry in order to accept adhesive for flooring products. Include moisture mitigation as required by the specifications.

37. The Owner, Architect, and CM will be very stringent on the quality of exposed concrete floors during punch list. It is ultimately in this Contractor’s scope of work to protect all finish products through education, signage, and temporary protection. Proper concrete protection from staining must be observed and will be enforced. Steel must not be placed on slab to avoid staining. Diaper hydraulic powered equipment to avoid oil and gasoline staining. Pipe cutting machines shall not be used on the concrete slabs where the exposed concrete finishes are scheduled. Any rubber-tired traffic shall be kept at a minimum and shall be protected with drop cloths.


38. Plan concrete floor pours such that a single pour covers any continuous area of architecturally exposed concrete, stained concrete or polished concrete floors.

39. No lignite to be allowed in any interior or exterior flatwork concrete.

40. Contractor to furnish first aid and safety supplies as needed for this scope of work.

41. Contractor is solely responsible for site/project safety for this scope of work.

42. Contractor to maintain Site Specific Safety Plan which shall be completed and kept in their job trailer at all times.

43. Contractor to grout fill frames per architectural details and notes.

44. Provide code compliant seismic support and bracing as required for installation of acoustical ceiling systems per contract documents.

45. Provide fire stop systems as required for the installation of this scope of work.

46. Provide stenciling of rated walls according the AHJ requirements.

47. Include cost to furnish and install toilet accessories as indicated.

48. Include wall blocking as needed for ALL toilet accessories, TV’s, etc. regardless of OFCI, OFOI, or CFCI status.

49. Contractor to provide and maintain weather protection for material and work as required by the project schedule. Contractor to also provide any cold or hot weather measures for weather sensitive materials like concrete, masonry, roofing materials, air/vapor barrier, etc. This shall include but is not limited to tenting and heating for masonry installation. Delays will not be awarded for construction activities impacted by hot/cold temperatures. If wet site conditions are hindering the progress onsite and access for trades, this Contractor shall provide temporary rock access to those areas to maintain the project schedule.

50. Include water pumping and dewatering necessary to proceed with work being performed under this bid package. Refer to Geotechnical Report for anticipated groundwater.

51. This Contractor is responsible for securing the building once it is reasonably possible to do with temporary or permanent measures at the close of every day. Any temporary openings in walls are to be secured at the end of the work day.

52. This Contractor to supply, install, maintain, move and remove temporary site fence with gates. See Site Logistics Plan in bid documents.

53. Provide and remove temporary rock parking for visitors to the site, temporary construction parking, staging, and laydown areas. Location of all staging/trailer placement/access to be coordinated and approved by the Construction Manager. See Site Logistics Plan in bid documents.

54. General Contractor shall place rock around the building perimeter to create an all-weather access path for crane access and exterior wall construction as needed to maintain schedule.

55. Contractor is responsible for any coordination of staging or relocation for materials for this scope of work after initial unloading.


56. Soil testing, concrete testing and the Special Inspections listed on structural plans shall be performed by Owner’s consultant and paid for by Owner. Contractor will assist and coordinate/schedule with the agency to perform onsite testing work as needed/required by the documents. If the agency must re-test or re-inspect for failed tests/inspections or if the Contractor fails to notify the testing agency of a cancelled test/inspection, this Contractor shall compensate the Owner for such tests.

57. The Owner may opt to utilize a third-party exterior envelope testing agency. General Contractor to assist with such testing.

58. The Owner may opt to utilize a third-party Commissioning agent. General Contractor to assist with such agent.

59. No smoking shall be allowed inside the building once interior construction begins.

60. Full-time onsite superintendent is required when any Work is taking place. Contractors shall consider the size and complexity of this project when determining the balance of the project’s project management staff. Contractor shall assign staff as needed to maintain project progress and oversight. Contractor shall assign project manager/engineer/superintendent to the project with relative similar industry and project-type experience, availability, and workload capacity.

61. The contractor shall use Procore Project Management software program for coordination of project RFIs, submittals, change orders, etc. Contractor shall be the administrator and maintain all records in the program, and shall grant access to the Owner, CM and design team members. Include the cost associated with the use of such program.

62. This Contractor shall produce a submittal log at the beginning of the project that is populated with all of the required submittals for this scope of work and assign due dates for submission to the Architect and due dates for return from the Architect. This log must be submitted to the CM and Architect for review on a weekly basis. See Contract Agreement for submittal timelines as required by phase.

63. The Project Milestone Dates identify when all submittals shall be submitted for review. This milestone does not relieve the Contractor of completing select submittals sooner, as needed to meet the overall project schedule for installation of the work.

64. This Contractor shall maintain an RFI log for this scope of work. This log must be submitted to the CM and Architect for review on a weekly basis. Log to include:

a. RFI numberb. Topic of RFIc. Date submittedd. Date requested response bye. Date returnedf. Status- Open or Closed

65. Immediately upon award, this Contractor shall submit any proposed revisions to Site Logistics Plan for review. The Owner, CM, Contractor, and Architect will meet to review and discuss site logistics and finalize an agreed upon plan of action for construction parking, office/storage containers, temporary toilets, temporary site fence, etc.


66. This Contractor must prepare and make available upon request, a procurement log for this scope of work for all long lead materials and equipment. Procurement log must include date of order, date of confirmation of order, expected delivery date, actual delivery date, and comments noting any changes to dates and reasons for change.

67. This Contractor shall organize and arrange for pre-installation meetings for this scope of work for all major scopes of work with the subcontractors and manufacturers prior to commencement of those activities and invite the Owner, Architect, and CM to all pre-installation meetings (must give at least 2 weeks notice of meetings). This contractor shall keep minutes of those meetings and forward to the CM and Architect for review.

68. This Contractor will be responsible for submitting daily logs containing the number of workers, equipment, work accomplished, daily weather, deliveries, visitors to the site, any inspections passed or failed, problems encountered, and other relevant data as may be required. These reports must be emailed to the CM daily, within 24 hours of work performance, utilizing an Apple iPad app called Construction Superintendent.

69. Provide photographs of all below slab, in slab, and in-wall rough in prior to cover-up. Organize photos electronically and label with location on corresponding floor plan. Submit ‘rough in photograph’ package at the end of the project. CM may ask for progress photos during project as needed for reference or coordination.

70. This Contractor shall arrange, schedule, organize and video tape as it pertains to this scope of work all equipment start-ups and Owner Training sessions per contract documents. These training sessions shall be recorded professionally by a videographer, including lapel mics for person providing the training, etc. A DVD including copies of each training session (organized as individual Chapters) shall be provided as part of the closeout documents.

71. This Contractor must populate a closeout log and submit to the CM and Architect for review to verify that all required items have been included. Once approved, this log will be used to track required closeout items prior to final payment. This contractor is highly encouraged to submit O&M requirements as soon as possible in advance of final acceptance to help eliminate delay in payment.

72. This Contractor is responsible for any temporary heating/cooling, humidifying/dehumidifying as needed to maintain the project schedule and as needed prior to starting the permanent HVAC equipment. Use of the new HVAC system will not be allowed during construction. Contractor also responsible for any extended warranties needed to provide the Owner with the required contractual warranty durations.

73. This Contractor shall be responsible for the cost of temporary utilities usage for all trades during the course of construction including but not limited to: gas, electric, sewer, water. Contractor is responsible for any backflow preventer costs/water usage costs for hydrant use. Upon Substantial Completion, CM will work with Contractor and Owner to transfer all utilities into the Owner’s name.

74. Contractor shall coordinate, furnish and install temporary transformer according to Ameren requirements.

75. Furnish and install concrete transformer pad per Ameren UE Specifications.

76. Clean all HVAC coils and replace all filters with new filters at the time of building turnover to the Owner.


77. All ductwork ends to be sealed before arriving at site and seals at end of runs to be maintained.

78. This Contractor will compile for the Owner a ‘record set’ of all documents and drawings, as it pertains to this scope of work, for the project at Substantial Completion. This shall be ‘red-lined’ copies of all project changes throughout the course of the project to identify all systems as they were actually installed on the project for the Owner’s records. These must be electronically recorded and submitted to the Owner in pdf format.

79. As-built Surveys will be required by this Contractor at the Completion of the Project, including for Site Utilities, rain gardens, detention basins, etc. to submit to Utility company/department or City/County for final approval. A portion of retainage will be held until all surveyed as-builts have been submitted and accepted by the utility company and authorities having jurisdiction.

80. Contractor is required to hold their alternate pricing that was included in the bid form for 3 months after the bid date, unless noted otherwise in the alternate description. Contractor will notify CM when decisions need to be made regarding the acceptance of bid alternates in order to maintain deliveries, installation, and the master project schedule.

81. The Master Project Milestone Dates include all work proposed in the Bid Alternates. No time extensions will be granted for accepted Alternates.

82. Unit prices provided on the Bid Form and incorporated into the contract shall apply to the condition described in the unit price, regardless of which subcontractor performs the work or when the work is being performed.

83. Construction work shall only be allowed during hours permitted by the City of Olivette. If Contractor opts to work outside of those hours, they must contact the CM/City/Owner to obtain permission.

84. During the warranty period of the project, this Contractor shall document, maintain and update a Warranty Log of all warranty items, weekly, to be shared with the Client and CM. Contractor shall acknowledge the Owner’s warranty call within 4 hours and keep the Owner apprised of the resolution status. Any roof or building envelope leaks or elevator issues or any issue that interferes with regular building operations shall be considered as urgent / emergencies. Contractor to provide a 24-hour on-call service for such urgent or emergency items.

85. Builder’s Risk to be carried by the General Contractor. Deductibles to be paid by General Contractor.

86. Contractor is required to maintain access to the work as needed to maintain schedule.

87. No change orders will be issued for material cost increases or impacts of tariffs that occur during the project.

88. This Contractor shall provide an opportunity for a ground-breaking ceremony. General Contractor to provide a twelve-inch high mound of lose dirt, three feet wide and forty feet long to be removed after ceremony.

89. If this contractor chooses to backfill foundation walls prior to that time which is approved/allowed by the structural engineer, this Contractor is responsible for designing, installing, rental (and eventual removal) of all temporary shoring of foundation walls prior to backfill.


90. Provide housekeeping pads.

91. Proof roll subgrade prior to placing base rock for paving.

92. Asphalt lifts shall be no greater than 3” thick. Provide minimum 3 asphalt mobilizations.

93. Provide site bollards complete with footing, anchoring, concrete fill, painting and plastic covers.

94. Provide all interior and exterior signage shown on plans and indicated in specifications, including site and parking signage.

95. Include in the base bid all soil remediation below the building pad and all footings per recommendations in the geotechnical report for the Community Center and Maintenance Facility. Include remediation to depths of 3’ below the bottom of floor slabs (where less than 3’ of fill is planned) and pools, 2’ below the bearing level of footings/column pads, and extending beyond the building slab to the distances indicated in the geotechnical report. Include import/placement/compaction of engineered fill (1” minus gradation crushed limestone) and haul off of unsuitable material. Include recompaction as directed by the materials testing agency at the bottom of footings following footing excavation into the granular remediation material. Include lime stabilization of the upper 1-2’ of the proposed building footprint prior to fill placement per Figure 5 of the Geotechnical Report.

96. Include in the base bid lime stabilization of all pavement areas for the upper 12” of subgrade at the percentages indicated in the Geotechnical Report Section 4.

97. If more or less remediation is required beyond what is included by the two statements above, the change in work will be addressed by Unit Prices included on the Bid Form. In such case, unit quantities must be tracked by the Contractor and confirmed by the Materials Testing agency.

98. The Master Project Milestone Dates include base bid soil remediation. No time extensions will be granted for soil remediation taking place under the base bid.

99. No change orders will be awarded for additional forming or additional concrete in overexcavated footings.

100. All areas must be left at the end of each day so that there is no standing water. Grade temporary swales to drain site, if necessary, to achieve this requirement.

101. Strip topsoil, stockpile, and stabilize until ready for use. Spread topsoil to the depth required by civil and landscape drawings and landscape specifications.

102. Pressure test and chlorinate site water lines. Provide test reports to Owner verifying acceptable pressures and chlorination. Coordinate with utility company / fire district and obtain approval from those parties as required.

103. Verify that all plumbing fixtures are mounted at ADA height required by AHJ.

104. Include all caulking and sealants for all systems and materials furnished and installed on the bid documents.

105. Provide access panels needed for all work installed under this contract.

106. Provide a mockup per documents of the building envelope materials and construction techniques. The mockup should reflect the project document details and be installed exactly as


indicated on the drawings. The purpose of the mockup is to not only review and achieve an approval of the materials, but also to ensure the transition of the materials results in a good watertight condition. Contractor to follow the mockup guidelines outlined in the project documents. If the Contractor questions a detail provided, it should be submitted as an RFI and discussed with the project team prior to the construction of the mockup.

107. Contractor must include Professional Liability and errors and omissions insurance for the design-build scopes of work that are required by specifications to designed by a professional engineer. Drawings and calculations shall be signed and sealed by a Professional Engineer registered in the State of Missouri. The following items are delegated design by this Contractor:

a. Fire Suppression System (including hangers, seismic restraints, etc.)b. Fire Alarm System (including wiring diagrams, etc.)c. Irrigationd. Plumbing trapeze hangers and the seismic restraintse. Mechanical hangers and supports f. Electrical hanger and supports g. Structural Steel Connections (See Spec Section 051200 Structural Steel Framing)h. Cold Formed Metal Framing (See Spec Section 054000)i. Ladders (See Spec Section 055000 Metal Fabrications)j. Metal Railings (See Spec Section 055213)k. Aluminum-Framed Storefronts (See Spec Section 084313)l. Glazed Aluminum Curtain Walls (See Spec Section 084413)m. Glazing (Spec Section 088000)n. Aluminum Louver Fences and Gates (See Spec Section 323121)

108. Review with the Owner/Fire Marshall before ordering the knox box.

109. The demolition of residential home and foundation at 1158 N Warson Road (aka the Park House). Includes full clearing and grubbing of lot, backfilling and grading as indicated on the civil plans, and removal of existing miscellaneous structures/septic tanks/septic field. Includes capping all existing utilities back to the right of way or as indicated on the project documents.

110. The demolition of the existing community center and foundation at 9723 Grandview Drive. Includes full clearing and grubbing of lot, backfilling and grading as indicated on the civil plans, and removal of existing miscellaneous structures/landscaping/site furnishings. Includes capping all existing utilities back to the right of way or as indicated on the project documents.

111. The CONTRACTOR shall provide three project signs. The sign will include the Owner’s logo, design team logos, CM logo and the CONTRACTOR logo. They shall also include the project name and expected completion timeframe. No other project signs will be allowed on the project for advertisement. The sign needs to a minimum of 4’ by 8’. The sign will be installed at locations to be approved by the Owner.

112. Material testing shall be performed and paid for by the Owner. Contractor will assist and coordinate with the testing agency to perform required onsite testing work.

113. All disturbed landscape areas must be replaced to their pre-construction condition at the end of the project unless noted otherwise on the Project Documents. This includes areas disturbed by this Contractor outside of the parcel boundary, on adjacent properties, and along the ROW.

114. Contractor will submit to the CM a detailed Schedule of Values for review and approval prior to the submission of the first pay application. The Schedule of Values is to be broken down by


Project Phase – see sheet G-002 for Project Phasing Plan.

115. Contractor to include all low voltage cabling as shown on the drawings and also to each workstation in proposed systems furniture identified on the floor plans.

116. The Contractor and all sub-contractors are required to stay within the limits of construction. No equipment, material, vehicles, personnel, etc. are allowed outside the limits of construction.

117. Provide tree protection fencing as indicated on plans prior to mobilization in any area. Tree protection fencing to remain in place for duration of work activities in area.

118. The City of Olivette places a high value on its trees and landscaping around the construction site and recognizes the aesthetic, environmental, financial and educational benefits that trees provide to the environment. Consequently, we have established a zero net tree loss for this project. To that extent you damage and/or destroy a tree, or landscaping outside the construction zone, you will be held liable for, via a deductive change order, for the cost associated with trying to save the tree and/or any necessary extraction and installation of a comparable replacement. Methods and means for trying to save the tree and/or determining whether it requires extraction and replacement will be at the City’s sole discretion. Prohibited Practices shall include, but are not limited to:

a. Breaking branches, scraping of bark or unauthorized cutting.b. Nailing or bolting into trees or using trees as temporary support in any way (including

cabling around any part of the tree)c. Unauthorized filing, excavating, trenching, or auguring within protected root zone.d. Compaction of or driving over protected root zone.e. Dumping of construction waste or materials within protected root zone.f. Storage of any materials or vehicles within the protected root zone.g. Disposal of liquid waste or contaminants in an area, which may impact protected trees

or their protected root zones.h. Unauthorized removal or relocation of protected trees.i. Removal of tree protection barricades or construction fencing prior to completion of

project.j. Any other practices listed in the landscape protection plan.

119. For Centennial Greenway (599C), Contractor shall:

a. Construct the project utilizing the Missouri Department of Transportation Standard Specifications, latest edition, unless otherwise noted.

b. Comply with all laws pertaining to the American with Disabilities Act (ADA) during construction of pedestrian facilities on public rights of way for this project.

c. Provide the completed ADA Checklist to the engineer at the semi-final inspection.

120. Participation goals for the project are as follows:

a. Each bidder is required to complete the Supplemental Bid form identifying the proposed subcontractors and disadvantaged business enterprise participation in each category of work. This information is required to be submitted separately for the following:

i. Olivette Community Center & Warson Park Improvements (Phase 1A, 1B, 2A, 2C, 3, 4, 5)


1. It is the goal of the City of Olivette that minority and women-owned businesses shall have the maximum opportunity to participate in the performance of contracts for this project. Minority and Women Business Enterprise goals of 15% combined have been established by the City; i.e. 15% of the total contract amount to be awarded to Minority Business Enterprises (MBE) or Women Business Enterprises (WBE). This goal is specific to the performance of scope in Phases 1A, 1B, 2A, 2C, 3, 4, 5, documents by KAI.

ii. GRG Centennial Greenway (599C) – Phase 2B

1. It is the goal of the GRG that minority and women-owned businesses shall have the maximum opportunity to participate in the performance of contracts utilizing GRG funds. Minority and Women Business Enterprise goals of 25/5% have been established by the GRG; i.e. 25% of the total contract amount to be awarded to Minority Business Enterprises (MBE) and 5% of the total contact amount to be awarded to Women Business Enterprises (WBE). This goal is specific to the performance of scope in Phase 2B Centennial Greenway, documents by WSP.

iii. It is the prospective Bidder’s responsibility to make a sufficient portion of the work available to sub-contractors to meet the goal, consistent with the availability and capacities of MBE and WBE firms.

iv. MBE/WBE firms included in the Bidder’s submittal, either as General Contractor or Sub-Contractors, must be certified by one or more of the following agencies on or before the date of the submission of qualifications (including but not limited to):

� Missouri Division of Purchasing and Materials Management� City of St. Louis: Disadvantage Business Enterprise Program� St. Louis Minority Business Council

00 31 00 – 1 of 2AVAILABLE PROJECT INFORMATION


SECTION 00 31 00

AVAILABLE PROJECT INFORMATION

PART 1 – GENERAL

1.1 EXISTING CONDITIONS

A. Certain information relating to existing surface and subsurface conditions and structures is available to bidders but will not be part of the Contract Documents, as follows:

B. Geotechnical Reports: Entitled Olivette Community Center – Maintenance Building, Olivette, Missouri – SCI No. 2020-0087.10 Task 400, dated April 2021 and Olivette Community Center & Park Improvements – Olivette, Missouri – SCI No. 2020-0087.10 Task 100, dated February 2021.1. Copies are attached at the end of this section.2. This report identifies properties of below grade conditions and offers

recommendations for the design of foundations, prepared primarily for the use of Architect.

3. The recommendations described shall not be construed as a requirement of this Contract, unless specifically referenced in the Contract Documents.

4. This report, by its nature, cannot reveal all conditions that exist on the site. Should subsurface conditions be found to vary substantially from this report, changes in the design and construction of foundations will be made, with resulting credits or expenditures to the Contract Sum accruing to Owner.

C. Sanitary and Storm Sewer Inspection Reports: Entitled Main Inspections Pipe Run and Scoring dated April 27, 2021 for existing sanitary and storm laterals at new Community Center site.1. Report, photos and video is available at the City of Olivette Public Works – contact

Bruce McGregor.

1.2 PREVAILING WAGE DETERMINATION AND REPORT FORMS

A. The Prevailing Wage Determination issued by the State of Missouri, County of St. Louis, effective at the time of the performance of the work will be made part of the Contract Documents. Annual Wage Order Number 28 (in effect as of March 10,2021) is attached for reference only.

B. It is the responsibility of all General Contract bidders and all subcontractors to comply with the minimum wage rates as set forth in the Prevailing Wage Determination, including any subsequent Prevailing Wage Determinations that are issued when the current Prevailing Wage that are issued when the current Prevailing Wage Determination expires.

1. Not less than the prevailing hourly rate of wages, as set out in the wage order attached to and made part of the specification for work under the contract, shall be paid to all workers performing work under the contract (Section 290.250 and 290.325, RSMo).

2. The contractor will forfeit a penalty to the contracting public body of $100 per day (or portion of a day) for each worker that is paid less than the prevailing wage rate for any work done under the contract by the contractor or by any subcontractor. (Section 290.250, RSMo).

3. The contractor and all subcontractors to the contract must require all on-site employees to complete the ten-hour construction safety training program required under Section 292.675, RSMo, unless they have previously completed the program and have documentation of having done so.

4. The contractor will forfeit a penalty to the contracting public body of $2,500 plus an

00 31 00 – 2 of 2AVAILABLE PROJECT INFORMATION


additional $100 for each employee employed by the contractor or subcontractor, for each calendar day, or portion thereof, such employee is employee without the required training (Section 292.675 RSMo).

C. The Contractor and each of his subcontractors shall keep an accurate record showing the names and occupation of all laborers, workers, and mechanics employed by them, in connection with the Construction of the project, and showing also the actual hourly wages paid to each person. This record shall be open at all reasonable hours to inspection by the Owner, its officers and agents, and to the Director of Labor and his deputies and agents. These records of Employees and Wages Paid are required by the Prevailing Wage Determination. The Architect will require that an affidavit be submitted stating compliance with the Prevailing Wage with each application for payment. In addition, weekly Certified Payroll submittal is required. Payment will not be made unless all certified payrolls are provided for the time covered in the pay application.

D. All Contractor's bonds will include such provisions as will guarantee the faithful performance of the prevailing hourly wage clause as provided by Contract.

E. Additional information and forms can be found on the Missouri Department of Labor website, http://www.labor.mo.gov/DLS/.

1.3 CITY OF OLIVETTE REQUEST FOR BIDS - FORM DOCUMENTS.

http://www.labor.mo.gov/DLS/

The City of Olivette, Missouri | Parks and Recreation Department

Olivette Community Center & Warson Park Improvements

KAI Project No. 10-19131.00

WSP Project 193454B

00 41 00 - Bid Proposal Form

Page 1 of 8

BID PROPOSAL FORM

This Bid Proposal Form must be completed, sealed in an envelope, and received by the City of Olivette no later than 2:00 PM on the specified date. The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with OWNER in the form included in the Bidding Documents to perform all Work as specified or indicated in the Bidding Documents for the prices and within the times indicated in this Bid and in accordance with the other terms and conditions of the Bidding Documents. Below is a contact for the BIDDER submitting this bid, who will be responsible for any questions that may arise during bid review and who may also be contacted to discuss the acceptance or rejection of this bid:

BIDDER Company Name

BIDDER Contact Person Name

Address

City/State/Zip

Phone Number

Email Address

Fax Number

BIDDER accepts all of the terms and conditions of the “Invitation to Bid” and the “Instructions to Bidders”, including without limitation those dealing with the disposition of Bid security.

STIPULATED SUM BID FORM

Name of Project: Olivette Community Center & Warson Park Improvements

Date: ______________________

Proposal from: ________________________________________________________

(Hereinafter called Bidder), a corporation organized and existing under the laws of the

state of_________________________, a partnership, or an individual doing business

as_____________________________________________ (cross out inapplicable).




WSP Project 193454B


Page 2 of 8

TO: Attn: Barbara Sondag, City Manager City of Olivette, MO 1140 Dielman Road Olivette, MO 63132 The Bidder, in compliance with the Invitation for Bid for the project, and having carefully examined the Bidding Documents as set forth in the Project Manual, which documents are made a part hereof, as well as the site and all conditions surrounding and affecting the work, agrees to furnish all labor, materials, and supplies necessary to perform all the work in accordance with said documents and within the time and at the prices stated below. BASE BID

City of Olivette – Community Center and Warson Park Improvements

ITEM NO.

ITEM DESCRIPTION UNIT PRICE PER UNIT

QUANTITY SUB-TOTAL

1 Unknown Site Conditions Allowance

Lump Sum

1

2 GRG Centennial Greenway 599C (Phase 2B – inclusive of

all overhead and profit, permits, insurance, bonds, and

general conditions)

Lump Sum

1

3 P&P Bond Lump Sum

1

4 Remaining Scope of Work (Phases 1A,

1B, 2A, 2C, 3, 4, 5)

Lump Sum

1

Total of lines above shall equal the Total Lump Sum Bid Below. Furnish all labor, tools, equipment, and material required to perform all work indicated for the City of Olivette Community Center and Warson Park Improvements, as defined in the Bid Documents for the TOTAL LUMP SUM AMOUNT of $_____________________________________________________________________




WSP Project 193454B


Page 3 of 8

TIME

Board approval and issuance of conditional Notice to Proceed is anticipated to occur by August 2021. BIDDER hereby states that the time required to perform all work indicated in the BID DOCUMENTS (and any accepted alternates) and work necessary to complete the project per the project per the duration proposed on this Bid Form is acceptable. Liquidated Damages shall be assessed for delays to Substantial Completion and are further described in the bidding and contract requirements. Bidders shall propose a contractual duration for achieving Substantial Completion for Phase

2A, 2B, and 2C construction of the new Community Center, Centennial Greenway and Park

connector paths in the blank space below. Proposed duration will be utilized as criteria for

selection of General Contractor.

ALTERNATES - To be submitted at the time of Bid. Bids will not be accepted if these alternates are not provided at the time of bid. Refer to section 01 23 00 for full description of ALTERNATES. ALTERNATE #1: Operable Partition at Multipurpose Room Add / Deduct (circle one): $________________________________________________

ALTERNATE #2: Existing Parking Lot Resurfacing Add / Deduct (circle one): $________________________________________________

ALTERNATE #3: Deduct Phase 4 Demo of Existing Community Center and Phase 5 Splash Pad Work Add / Deduct (circle one): $________________________________________________

ALTERNATE #4: Water Line to Future Dog Park Add / Deduct (circle one): $________________________________________________

Complete all work related to new construction, site development, bid

alternates, and anticipated base bid soil treatment / remediation to achieve

Substantial Completion of the Phase 2 scope of work within __________

calendar days from the issuance of the Notice to Proceed.




WSP Project 193454B


Page 4 of 8

UNIT PRICES - To be submitted to Owner within 24 hours of the Bid Date and time. Unit Prices for scope adjustments after award shall be provided for the items listed in section 01 22 00 – UNIT PRICES. Provide Unit Prices on the “Supplemental Bid Information” form provided in the Specifications. LIST OF PROPOSED SUBCONTRACTORS – To be submitted to Owner within 24 hours of the Bid Date and time. List all proposed subcontractors on the “Supplemental Bid Information” form provided in the Specifications. MBE/WBE PARTICIPATION – To be submitted to Owner within 24 hours of the Bid Date and time. List participation on the “Supplemental Bid Information” form provided in the Specifications. REFERENCES – To be submitted at the time of Bid. Bids will not be accepted if references are not provided at the time of bid. Bidder shall provide at least three references of similar projects.

Company: ____________________________________________________________________________________

Address: _____________________________________________________________________________________

Contact Person: _______________________________________________________________________________

Telephone: ___________________________________________________________________________________

Email: ________________________________________________________________________________________

Type of service provided: _________________________________________________________________________

Dates/year(s) service was provided: ________________________________________________________________

Company: ____________________________________________________________________________________

Address: _____________________________________________________________________________________

Contact Person: _______________________________________________________________________________

Telephone: ___________________________________________________________________________________

Email: ________________________________________________________________________________________


Dates/year(s) service was provided: _______________________________________________________________

Company: ____________________________________________________________________________________

Address: _____________________________________________________________________________________

Contact Person: _______________________________________________________________________________




WSP Project 193454B


Page 5 of 8

Telephone: ___________________________________________________________________________________

Email: ________________________________________________________________________________________


Dates/year(s) service was provided: _______________________________________________________________

QUALIFICATIONS – To be submitted at the time of Bid.

Organization 1. How many years has your organization been in business as a Contractor?_____________

2. How many years has your organization been in business under its present business

name?__________________________________________________ 3. Under what other or former names has your organization operated?

_______________________________________________________________ _______________________________________________________________

4. How many persons do you have working for the company? Operators:____ Carpenters: ________ Laborers: ________ Superintendents: ________ Office Management: ______ Other Trades: ______

5. What is your company’s EMR? ______

6. State the amount of the deductibles on all insurance that you will be providing for the Project:

Workers Compensation Insurance: _________________________ Commercial General Liability Insurance: _________________________ Automobile Liability Insurance: _________________________

Experience 1. On a separate sheet list all projects completed by your firm in the past five (5) years, with a

contract value of $15M or greater. List project name, client, architect, total contract value, date of completion and percentage of the cost of work performed with your own forces.

2. List the categories of work that your organization normally performs with its own forces: 1. _____________________________________________________________ 2. _____________________________________________________________ 3. _____________________________________________________________ 4. _____________________________________________________________ 5. _____________________________________________________________ Claims And Suits




WSP Project 193454B


Page 6 of 8

If the answer to any of the questions below is “yes”, please attach written description of details.

1. Has your organization ever failed to complete any work awarded to it?

Yes:______________ No:______________ 2. Are there any judgments, claims, arbitration proceedings, or suits pending or outstanding

against your organization or its officers? Yes:______________ No:______________ 3. Has your organization filed any lawsuits or requested arbitration with regard to construction

contracts within the last five (5) years? Yes:______________ No:______________ Other Construction Work 1. On a separate sheet, list major construction projects your organization has in backlog and

in progress, giving the name of project, owner, architect, contract amount, percent complete and scheduled completion date.

2. State total worth of work in progress and under contract: $__________________________

3. State average annual amount of construction work performed during the past five years: $_______________________________________

4. State current bonding capacity: $_________________________________

5. State name of scheduling system currently being used:

____________________________________________________________ 6. On a separate sheet, list the construction experience and present commitments of

the key individuals of your organization. Please identify which individuals you intend to commit to this project if awarded the Contract.

BID DOCUMENTS

A. Bidder acknowledges receipt of the following Documents and Addenda: 1. Drawings and Specifications 2. Addenda a. Addenda No. _____ Dated _____ b. Addenda No. _____ Dated _____ c. Addenda No. _____ Dated _____ d. Addenda No. _____ Dated _____ e. Addenda No. _____ Dated _____




WSP Project 193454B


Page 7 of 8

MISCELLANEOUS BID REQUIREMENTS A. The undersigned understands that this bid shall be good and may not be withdrawn for a

period of sixty (60) calendar days after the scheduled closing time and date for receiving bids.

B. The undersigned understands that the Owner reserves the right to reject any or all bids or subcontractors.

C. The undersigned further agrees to indemnify and save the Owner from and

against all losses, judgments of every nature and description made, brought, or recovered against the Owner by reason of any act or omission of the undersigned, his agents, subcontractors, or employees in the execution of the work or in guarding the same.

D. The undersigned hereby declares that this Stipulated Sum Bid is based solely

upon the materials and equipment described in the bidding documents (including Addenda), and that no substitutions are contemplated.

E. The Bidder declares that he/she has had an opportunity to examine the site of

the work and he/she has examined the bidding Documents therefore, and that he/she has carefully prepared his/her Bid upon the basis thereof and that he/she has carefully examined and checked this Bid and the materials, equipment and labor required thereunder, the cost thereof, and the figures therefor, and hereby states that the amount or amounts set forth in this Bid is, or are, correct and that no mistake or error has occurred in this bid.

F. See next page for signatures.




WSP Project 193454B


Page 8 of 8

IF A CORPORATION

_________________________________ ________________________________ Name of Corporation Signature of Officer ________________________________ Name and Title of Officer Incorporated under the laws of the State of _______________________ (Print) Licensed to do business in Missouri? (Check one) [ ] Yes [ ] No Address for Communications ________________________________

________________________________ (Seal if bid is by a corporation.)

IF A PARTNERSHIP State name and address of all partners. Each partner shall execute the Bid Form under their respective seals. Attach a copy of the Partnership / Joint Venture agreement to the Bid Form. _________________________________ ________________________________ Name of Partnership ________________________________ _________________________________ ________________________________ Signature of Authorized Partner ________________________________ IF INDIVIDUAL ________________________________ _______________________________ Name of Firm (if any)

Address for Communications ________________________________ Signature of Individual _______________________________ ________________________________ _______________________________ Name of Individual (Print) IF BIDDING AS A JOINT VENTURE List all parties, and indicate which party will be designated as the ‘Lead.’ Each party of the Joint Venture shall execute the Bid Form under their respective seals. Attach a copy of the Partnership / Joint Venture agreement to the Bid Form. ________________________________ ________________________________ ________________________________ ________________________________




WSP Project 193454B

00 43 00 – Supplemental Bid Form

Page 1 of 7

SUPPLEMENTAL BID INFORMATION

This Supplemental Bid Information must be completed and received by the City of Olivette in its entirety no later than 24 hours following the bid opening. The completed Supplemental Bid information is required to be submitted via email by 2:00pm on July 28th, 2021. Supplemental bid form to be emailed to [email protected] and [email protected].


Date: ______________________

Contractor: ________________________________________________________

COST BREAKOUT for Base Bid:

Bidder shall provide the breakout of costs for the following divisions of work that are included in the Base Bid. Divisions 1-14 Scopes of Work ____________________________________________ DOLLARS ($_____________). Division 21 Scope of Work (Fire Suppression) ____________________________________________ DOLLARS ($_____________). Division 22 Scope of Work (Plumbing) ____________________________________________ DOLLARS ($_____________). Division 23, 25 Scope of Work (HVAC, Temperature Controls, Testing & Balancing) ____________________________________________ DOLLARS ($_____________). Division 26, 27, 28 Scope of Work (Electrical, Low Voltage) ____________________________________________ DOLLARS ($_____________). Divisions 31, 32, 33 Scopes of Work (Sitework and Site Utilities) ____________________________________________ DOLLARS ($_____________).




WSP Project 193454B


Page 2 of 7

UNIT PRICES: The unit rates below are to include all general conditions, overhead, and profit. Rates are to be applied either as add or deduct rates; the same rate will apply for either condition. There will be only one rate allowed per unit price regardless of when in the construction process the rate is being applied or what trade is performing it.

Unit Price Description

Unit

$/Unit

Unit Price No. 1: Removal and haul-off of rippable rock.

Per CY

Unit Price No. 2: Removal and haul-off of non-rippable rock.

Per CY

Unit Price No. 3: Removal and haul-off of trench rock.

Per CY

Unit Price No. 4: Removal and disposal of existing buried concrete man-made structures.

Per CY

Unit Price No. 5: Removal, haul-off and disposal of unsuitable soils and placement of lean concrete for soil remediation.

Per CY

Unit Price No. 6: Removal, haul-off and disposal of unsuitable soils and import & compaction of 1” granular material for soil remediation per recommendations in Geotechnical Report.

Per CY

Unit Price No. 7: Removal, haul-off and disposal of unsuitable soils and import & compaction of suitable soils per recommendations in Geotechnical Report.

Per CY

Unit Price No. 8: Lime treatment of on-site unsatisfactory soils, tilled into a depth directed by Geotechnical Engineer. Include tilling, spreading and recompaction of treated soil. See Geotechnical Report for percentages of Code-L or quicklime additive.

Per CY

Unit Price No. 9: Moisture conditioning existing subgrade material by aerating soil with a disk and allowing to air dry. Include spreading and recompaction.

Per CY

Unit Price No. 10: Load and haul-off of surplus soils. Per CY

Unit Price No. 11: Import, placement and compaction of suitable soil.

Per CY




WSP Project 193454B


Page 3 of 7

Unit Price No. 12: 1” clean rock placement and compaction

Per CY

Unit Price No. 13: 1” minus rock placement and compaction

Per CY

Unit Price No. 14: Eliminate seed/straw, furnish and install additional sod.

Per SF

Unit Price No. 15: Furnish and install full bead blast floor mitigation and epoxy-type coating (compatible with flooring products/adhesives) on new concrete slabs.

Per SF

Unit Price No. 16: Furnish and install enhanced flooring adhesive capable of withstanding up to 99% Relative Humidity of slabs (compatible with flooring products) on new concrete slabs.

Per SF

LIST OF PROPOSED SUBCONTRACTORS Please list the two subcontractors in each category that the referenced Bidder is considering for subcontract award for materials, services, supplies, specialty contractors, etc. below. Also indicate if your firm has previously worked with the listed Subcontractor. Where not applicable for this Bid Package, please indicate “N/A.” If you do not plan to use subcontractors, indicate below and return this form with your bid. Olivette Community Center & Warson Park Improvements (Phase 1A, 1B, 2A, 2C, 3, 4, 5)

Scope of Work

Proposed

Subcontractors

MBE WBE

or N/A?

Dollar Amount Participation

Have you worked with previously?

Earthwork / Clearing

1. 2.

Site Utilities

1. 2.

Asphalt

1. 2.

Landscaping/ Irrigation

1. 2.




WSP Project 193454B


Page 4 of 7

Site Concrete

1. 2.

Footings/ Foundations

1. 2.

Concrete Flatwork

1. 2.

Masonry

1. 2.

Steel Fabricator

1. 2.

Steel Erector

1. 2.

Rough Carpentry

1. 2.

Finish Carpentry 1. 2.

Millwork/Casework

1. 2.

Air Barrier 1. 2.

Roofing 1. 2.

Architectural Sheet Metal

1.




WSP Project 193454B


Page 5 of 7

2.

Caulking/Joint Sealants

1. 2.

Doors, Frames, Hardware

1. 2.

Glass & Glazing 1. 2.

Framing / Drywall 1. 2.

Ceilings 1. 2.

Flooring 1. 2.

Painting 1. 2.

Operable Partitions 1. 2.

Demolition 1. 2.

Plumbing 1. 2.

Fire Protection 1. 2.




WSP Project 193454B


Page 6 of 7

HVAC 1. 2.

Electrical / Low Voltage

1. 2.

GRG Centennial Greenway – 599C (Phase 2B)

Scope of Work

Proposed

Subcontractors

MBE WBE

or N/A?




1. 2.

Site Utilities

1. 2.


1. 2.

Concrete Paving

1. 2.

Retaining Walls

1. 2.

Site Furnishings

1. 2.

Wayfinding Signage

1. 2.




WSP Project 193454B


Page 7 of 7

MBE/WBE PARTICIPATION SUMMARY Please provide both MBE and WBE contract participation dollars as well as percentages of participation included in base bid. *GRG Centennial Greenway Goals – 25% Minority Business Enterprise, 5% Women Business Enterprise **City of Olivette Goal – Combined 15% Minority and Women Business Enterprise

City of Olivette – Community Center and Warson Park Improvements ITEM NO.

ITEM DESCRIPTION Total MBE $

Total WBE $

Total MBE %

Total WBE %

1 GRG Centennial Greenway 599C (Phase

2)*

2 Remaining Scope of Work (Phases

1A, 1B, 2A, 2C, 3, 4, 5)**

Submitted By:

Bidder: _____________________________________________________

Address: _____________________________________________________

_____________________________________________________

Business Telephone: _____________________ Fax: _____________________

Typed/Printed Name: _____________________________________________

Authorized Signature: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

END: SUPPLEMENTAL BID INFORMATION

(Seal, if bid by a

Corporation)




WSP Project 193454B


Page 1 of 7

SUPPLEMENTAL BID INFORMATION

This Supplemental Bid Information must be completed and received by the City of Olivette in its entirety no later than 24 hours following the bid opening. The completed Supplemental Bid information is required to be submitted via email by 2:00pm on July 28th, 2021. Supplemental bid form to be emailed to [email protected] and [email protected].


Date: ______________________

Contractor: ________________________________________________________

COST BREAKOUT for Base Bid:

Bidder shall provide the breakout of costs for the following divisions of work that are included in the Base Bid. Divisions 1-14 Scopes of Work ____________________________________________ DOLLARS ($_____________). Division 21 Scope of Work (Fire Suppression) ____________________________________________ DOLLARS ($_____________). Division 22 Scope of Work (Plumbing) ____________________________________________ DOLLARS ($_____________). Division 23, 25 Scope of Work (HVAC, Temperature Controls, Testing & Balancing) ____________________________________________ DOLLARS ($_____________). Division 26, 27, 28 Scope of Work (Electrical, Low Voltage) ____________________________________________ DOLLARS ($_____________). Divisions 31, 32, 33 Scopes of Work (Sitework and Site Utilities) ____________________________________________ DOLLARS ($_____________).




WSP Project 193454B


Page 2 of 7

UNIT PRICES: The unit rates below are to include all general conditions, overhead, and profit. Rates are to be applied either as add or deduct rates; the same rate will apply for either condition. There will be only one rate allowed per unit price regardless of when in the construction process the rate is being applied or what trade is performing it.

Unit Price Description

Unit

$/Unit

Unit Price No. 1: Removal and haul-off of rippable rock.

Per CY

Unit Price No. 2: Removal and haul-off of non-rippable rock.

Per CY

Unit Price No. 3: Removal and haul-off of trench rock.

Per CY

Unit Price No. 4: Removal and disposal of existing buried concrete man-made structures.

Per CY

Unit Price No. 5: Removal, haul-off and disposal of unsuitable soils and placement of lean concrete for soil remediation.

Per CY

Unit Price No. 6: Removal, haul-off and disposal of unsuitable soils and import & compaction of 1” granular material for soil remediation per recommendations in Geotechnical Report.

Per CY

Unit Price No. 7: Removal, haul-off and disposal of unsuitable soils and import & compaction of suitable soils per recommendations in Geotechnical Report.

Per CY

Unit Price No. 8: Lime treatment of on-site unsatisfactory soils, tilled into a depth directed by Geotechnical Engineer. Include tilling, spreading and recompaction of treated soil. See Geotechnical Report for percentages of Code-L or quicklime additive.

Per CY

Unit Price No. 9: Moisture conditioning existing subgrade material by aerating soil with a disk and allowing to air dry. Include spreading and recompaction.

Per CY

Unit Price No. 10: Load and haul-off of surplus soils. Per CY

Unit Price No. 11: Import, placement and compaction of suitable soil.

Per CY




WSP Project 193454B


Page 3 of 7

Unit Price No. 12: 1” clean rock placement and compaction

Per CY

Unit Price No. 13: 1” minus rock placement and compaction

Per CY

Unit Price No. 14: Eliminate seed/straw, furnish and install additional sod.

Per SF

Unit Price No. 15: Furnish and install full bead blast floor mitigation and epoxy-type coating (compatible with flooring products/adhesives) on new concrete slabs.

Per SF

Unit Price No. 16: Furnish and install enhanced flooring adhesive capable of withstanding up to 99% Relative Humidity of slabs (compatible with flooring products) on new concrete slabs.

Per SF

LIST OF PROPOSED SUBCONTRACTORS Please list the two subcontractors in each category that the referenced Bidder is considering for subcontract award for materials, services, supplies, specialty contractors, etc. below. Also indicate if your firm has previously worked with the listed Subcontractor. Where not applicable for this Bid Package, please indicate “N/A.” If you do not plan to use subcontractors, indicate below and return this form with your bid. Olivette Community Center & Warson Park Improvements (Phase 1A, 1B, 2A, 2C, 3, 4, 5)

Scope of Work

Proposed

Subcontractors

MBE WBE

or N/A?




1. 2.

Site Utilities

1. 2.

Asphalt

1. 2.


1. 2.




WSP Project 193454B


Page 4 of 7

Site Concrete

1. 2.

Footings/ Foundations

1. 2.

Concrete Flatwork

1. 2.

Masonry

1. 2.

Steel Fabricator

1. 2.

Steel Erector

1. 2.

Rough Carpentry

1. 2.

Finish Carpentry 1. 2.

Millwork/Casework

1. 2.

Air Barrier 1. 2.

Roofing 1. 2.

Architectural Sheet Metal

1.




WSP Project 193454B


Page 5 of 7

2.

Caulking/Joint Sealants

1. 2.

Doors, Frames, Hardware

1. 2.

Glass & Glazing 1. 2.

Framing / Drywall 1. 2.

Ceilings 1. 2.

Flooring 1. 2.

Painting 1. 2.

Operable Partitions 1. 2.

Demolition 1. 2.

Plumbing 1. 2.

Fire Protection 1. 2.




WSP Project 193454B


Page 6 of 7

HVAC 1. 2.

Electrical / Low Voltage

1. 2.

GRG Centennial Greenway – 599C (Phase 2B)

Scope of Work

Proposed

Subcontractors

MBE WBE

or N/A?




1. 2.

Site Utilities

1. 2.


1. 2.

Concrete Paving

1. 2.

Retaining Walls

1. 2.

Site Furnishings

1. 2.

Wayfinding Signage

1. 2.




WSP Project 193454B


Page 7 of 7

MBE/WBE PARTICIPATION SUMMARY Please provide both MBE and WBE contract participation dollars as well as percentages of participation included in base bid. *GRG Centennial Greenway Goals – 25% Minority Business Enterprise, 5% Women Business Enterprise **City of Olivette Goal – Combined 15% Minority and Women Business Enterprise

City of Olivette – Community Center and Warson Park Improvements ITEM NO.

ITEM DESCRIPTION Total MBE $

Total WBE $

Total MBE %

Total WBE %

1 GRG Centennial Greenway 599C (Phase

2)*

2 Remaining Scope of Work (Phases

1A, 1B, 2A, 2C, 3, 4, 5)**

Submitted By:

Bidder: _____________________________________________________

Address: _____________________________________________________

_____________________________________________________

Business Telephone: _____________________ Fax: _____________________

Typed/Printed Name: _____________________________________________

Authorized Signature: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

END: SUPPLEMENTAL BID INFORMATION

(Seal, if bid by a

Corporation)

CITY COUNCIL AGENDA SUBMISSION

Agenda Item: Hearing from Citizens (Part 2) Description: Olivette citizens and businesses express concerns, discuss issues, and make requests of the City Council’s assistance in getting matters resolved. The Mayor and City Council would like to remind the audience of the following:

1. The purpose is to hear your concerns, issues, and questions. 2. Cards submitted after the beginning of 1st “Hearing from Citizens” will not be

called until the 2nd “Hearing from Citizens”. 3. The Chair has discretion to allow individuals to speak without previously

submitting a card; however, those individuals will also need to complete a card.

4. Personal attacks of Council Member, Staff, and/or individuals are not permissible.

5. Any question should be directed to the Chair and only the Chair. 6. Questions concerning agenda items may be addressed by Council or staff at

the time the agenda item is discussed. 7. Questions that are not pertaining to agenda items may receive an answer by

the method of your choice; indicated at the bottom of the submittal cards. 8. Profanity is not allowed. 9. Campaigning and electioneering are not permitted.

“Hearing from Citizens” is not intended to be an open discussion. It is intended to provide an opportunity for citizens to be heard at official meetings. When called, please step to the podium; state your name and your address before addressing your subject matter. Each person has up to three (3) minutes to speak. Should your time elapse, you are welcome to continue at the second hearing from citizen's session again, for up to 3 minutes.

\\ch-server10\Folderredirect$\dmandle\Desktop\City Council\Council Minutes 2021-06-08.docx Page 1 of 4

CITY OF OLIVETTEJune 8, 2021

The Olivette City Council met on June 8, 2021, at 7:00 PM via videoconferencing andlivestreaming. Mayor Clark called the meeting to order.

Item #1 – Roll call

On roll call, the following persons were present: Mayor Sidney Clark, Chairman Pro-tem MaxineWeil, Council Member Greg Carl, Council Member Missy Waldman and Council Member RuthSpringer.

Also, in attendance were City Manager Barbara Sondag, City Attorney Paul Martin, Planningand Community Development Director Carlos Trejo, Public Works Director Bruce McGregor andActing City Clerk Denise Mandle.

Item #2 – Communications

Acting City Clerk Mandle stated there were no written communications.

Item #3 – City Manager’s Report

City Manager Sondag reported on the following:

North Price and Olive Boulevard Conceptual Study 39 North Opus Redevelopment and Great Rivers Greenway

UPCOMING MEETINGSPark & Recreation Commission (PARC) – June 16 @ 7pmPlanning and Community Design Commission (PCDC) – June 17 @ 7pmCity Council Regular Meeting – June 22 @ 7pmPCDC – July 1 @ 7pmCity Council Worksession – July 6 @ 7pmCity Council Regular Meeting – July 13 @ 7pm

Item #4 – City Council Reports

Council Member Carl reported he had not attended any meetings.

Council Member Springer reported she attended a Turkey Trot meeting and the shirts are fullydesigned. She also reported the goal this year is 2000 participants and there will be a KidsFun Run.

Council Member Waldman reported she attended the June 3, 2021 Planning and CommunityDesign (PCDC) meeting and she presented an overview of items discussed at the meeting.

Chairman Pro-tem Weil reported she had not attended any meetings.

Mayor Clark reported he had not attended any meetings.

Item #5 – Hearing From Citizens

There were no comments from citizens.


Item #6 – Update on MSD Project At Cherry Tree/Crabapple/Engel

Public Works Director Bruce McGregor presented the Council with an update on the MSDproject located at Cherry Tree, Crabapple and Engel. While the stormwater work is complete,necessary road repairs have stalled. He also discussed his numerous outreach attempts withboth MSD and Kelpe Contracting.

Item #7 – Bill #2950 –An Ordinance Making Appropriations For Current Expenses OfThe City Government Of The City Of Olivette For The Fiscal Year Beginning July 1,2021; Adopting A Certain Budget; And Adopting A Certain Salary Schedule. FirstReading

Acting City Clerk Mandle read Bill #2950 - An Ordinance Making Appropriations For CurrentExpenses Of The City Government Of The City Of Olivette For The Fiscal Year Beginning July 1,2021; Adopting A Certain Budget; And Adopting A Certain Salary Schedule, for the first time,by title only.

City Manager Sondag addressed the Council stating this was a first reading for theconsideration of an ordinance to adopt the operating budget for the City for the fiscal yearbeginning July 1, 2021 and ending June 30, 2022. A second reading and public hearing will beheld at the June 22, 2021 Council meeting.

Item #8 – Bill #2951 – An Ordinance Approving A Final Subdivision Plat “OliveCrossing Subdivision” To Create 6-Lots Of Record Within The Fourteen AcreRedevelopment Area. First Reading

Acting City Clerk Mandle read Bill #2951 - An Ordinance Approving A Final Subdivision Plat“Olive Crossing Subdivision” To Create 6-Lots Of Record Within The Fourteen AcreRedevelopment Area, for the first time, by title only.

Planning and Community Development Director Carlos Trejo addressed the Council stating thisOrdinance is for a final subdivision plat “Olive Crossing Subdivision” to create 6 lots of recordwithin the 14-acre redevelopment area previously known as Gateway and now known as OliveCrossing.

Item #9 – Selection of Audio/Video Equipment Vendor – New Community Center

Parks and Recreation Director Beverly Tucker Knight addressed the Council stating on May 20,2021, the City issued a Request for Qualifications (RFQ) for the selection of an audio-visualvendor for the new Community Center currently in design phase. This vendor will guide theCity in the process of planning, selecting and possible installation of the audio-systemsrequired for service delivery in the new center. This vendor will also provide training andongoing support and maintenance of the audio-visual equipment and systems for the newCommunity Center. The RFQ was released on the City website and received responses fromtwo vendors: Communitronics and Modern Communications. Based on the criteria set forth inthe RFQ, staff recommendation is to enter into negotiations with Communitronics for the newCommunity Center’s audio-visual equipment.

Council Member Springer made a motion to authorize the City Manager to enter negotiationswith Communitronics for the new Community Center Audio-Visual Equipment. Motionseconded by Council Member Carl.

POLL OF THE COUNCIL:

Council Member Carl YeaCouncil Member Waldman YeaCouncil Member Springer Yea


Chairman Pro-tem Weil YeaMayor Clark Yea

Motion passed.

Item #10 – Discussion of Upcoming City Council Meeting Format

City Manager Sondag addressed the Council stating there were two questions for the Council.First, when would the Council like the public back in attendance in the Council Chambers?Secondly, when the public does return, will Zoom still be offered?

The Council discussed the questions and voted three to two for the meetings to be open to thepublic effective July 1, 2021. If members of the public are not vaccinated, they will beexpected to wear a mask, however, the wearing of masks will be on the honor system. All fiveCouncil members voted to remain on Zoom as well.

Item #11 – Hearing From Citizens (Part 2)

There were no comments from citizens.

Item #12 - Review and Approval of Minutes

Mayor Clark asked if there were any corrections to be made to the May 25, 2021 Councilmeeting minutes. Council Member Carl made a motion to approve the May 25, 2021 Councilmeeting minutes as presented. Motion seconded by Chairman Pro-tem Weil.


Council Member Carl YeaCouncil Member Waldman YeaCouncil Member Springer YeaChairman Pro-tem Weil YeaMayor Clark Yea

Motion passed.

Item #13 – City Attorney’s Report

City Attorney Martin did not have a report, however, he recommended that the City Council hold an Executive Session, pursuant to the Revised Statutes of the State of Missouri, Section 610.021.1, Section 610.021.2, Section 610.021.3, Section 610.021.9 and Section 610.021.12, for attorney-client privileged communications. Real estate matters, personnel matters, negotiations and contracts.

Council Member Carl made a motion to hold an Executive Session, pursuant to the RevisedStatutes of the State of Missouri, Section 610.021.1, Section 610.021.2, Section 610.021.3,Section 610.021.9 and Section 610.021.12, for attorney-client privileged communications. Realestate matters, personnel matters, negotiations and contracts. Motion seconded by CouncilMember Waldman.


Council Member Carl YeaCouncil Member Waldman YeaCouncil Member Springer YeaChairman Pro-tem Weil YeaMayor Clark Yea


Motion passed. City Council moved to Executive Session at approximately 8:23 PM.

The City Council reconvened to the regular meeting at approximately 8:53 PM.

Item #14– Adjournment

Being no further business, Chairman Pro-tem Weil made a motion to adjourn the meeting.Motion seconded by Council Member Carl. Mayor Clark adjourned the meeting atapproximately 8:54 PM.

Sidney Clark, Mayor

ATTEST:

____ Denise M. MandleActing City Clerk

Olivette City Council Meeting

Documents

Transcript of Olivette City Council Meeting