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HomeMy WebLinkAbout1841 Developer Lay Water Main Extension Agreement with Missouri-American Water Company - 2022 40th Street Project BILL NO. 2022-018 ORDINANCE NO. / G' i/ I AN ORDINANCE APPROVING A DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT WITH MISSOURI-AMERICAN WATER COMPANY RELATING TO THE INSTALLATION OF A WATER MAIN FOR THE 2022 40th STREET PROJECT WHEREAS, the Board of Aldermen (the "Board") of the City of Riverside, Missouri (the "City") previously approved a final plat for 40 West at Horizons with Ordinance No. 1767 on April 20, 2021, and budgeted for infrastructure improvements including water line extension; WHEREAS, the Board further approved Resolution 2022-036 on May 3, 2022, approving the award of the 2022 40th Street Project ("Project 621-080") to Amino Brothers Co., Inc.; WHEREAS, representatives of the City and Missouri-American Water Company ("MAWC") have negotiated the terms of a Developer Lay Water Main Extension Agreement in substantially the form attached hereto as Exhibit A (the "Water Main Extension Agreement") relating to the Water Line Infrastructure for Project 621-080; WHEREAS, Amino Brothers Co., Inc. is an MAWC-approved contractor for installation of the Water Line Infrastructure; WHEREAS, the parties desire to establish the rights and responsibilities of the City and MAWC with respect to the Water Line Infrastructure for Project 621-080; and WHEREAS, the Board has determined that authorization for the Water Main Extension Agreement fulfills a public purpose and will further the growth of the City, facilitate the development of the entire Horizons site, improve the environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, and otherwise be in the best interests of the City by furthering the health, safety and welfare of its residents and taxpayers. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY TO APPROVE WATER MAIN EXTENSION AGREEMENT. It is in the best interest of the City, in order to further the objectives of industrial and economic development of the City, to approve the Water Main Extension Agreement in substantially the form attached hereto as Exhibit A, and the execution, delivery and performance of said Water Main Extension Agreement is hereby approved. SECTION 2. AUTHORITY TO EXECUTE. The City and the officers, agents and employees of the City, including the Mayor, the City Administrator, Special Counsel to the City, and the Finance Director and other appropriate City officials are hereby authorized to execute and deliver the Water Main Extension Agreement in substantially the form attached hereto as Exhibit A, and to take any and all actions as may be deemed necessary or convenient to carry out the terms and conditions of the Water Main Extension Agreement and to comply with this Ordinance, and the City Clerk is hereby authorized to attest thereto. SECTION 3. EFFECTIVE DATE. This ordinance shall be in full force and effect from and after the date of its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 17th day of May 2022. Kathleen L. Rose, Mayor ATTEST: Robin Kincaid, City Clerk 2 EXHIBIT A DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT See attached. Project Name: 40 West Horizons Contract - W/O Number D17-0401-P-0094 Project Manager: Matt Jaspering Date: February 25, 2022 At your request, Missouri American Water Company is submitting this Agreement to you based on the condition that the Relocation Agreement R17-04D1.22-0002 is to be totally completed by Missouri American Water prior to this Agreement being released. In the event the Relocation Agreement is not completed by Missouri American Water Company this Agreement cannot be released and shall be considered null and void by all parties concerned. DEVELOPER LAY WATER MAIN EXTENSIONEMENT THIS DEVELOPER LAY WATER MAIN EXTENSION AGREEMENT ("Agreement") is made and offered as of the /qY' day of Ttou. , 20.2 (but shall be effective as of the acceptance date set forth on the signature page), between Missouri -American Water Company, a Missouri public utility corporation ("MAWC"), and City of Riverside, Missouri ("Applicant"). (The offer contained in this Agreement expires unless accepted and returned within 30 days, Acceptance date must be entered on signature page. The expiration deadline may be waived by written endorsement of MAWC.) CITALS: WHEREAS, Applicant has proposed the construction of a water main extension on certain lands as more specifically described on Exhibit A attached hereto and incorporated herein by this reference (collectively, the "Development"); and WHEREAS, Applicant plans to use its own contractor selected from MAWC's list of Qualified Contractors to construct the main extension; and WHEREAS, Applicant has requested MAWC to furnish water services to a proposed Development to be constructed by Applicant, as more particularly described herein; and WHEREAS, MAWC is willing to furnish water services subject to the terms of this Agreement and to applicable rates, rules, regulations and conditions of service in effect from time to time; and NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: Article 1 Required Information Applicant's Name: City of Riverside (c/o Travis Hoover) Address: 2950 NW Vivian Road Riverside MO 64150 Phone: 816 741-3993 E-mail: thoover(Oxiversidemo.mm Sample 3 MAWC operating district for which Agreement is proposed: Parkvilie Total Estimated Footage covered by this Agreement: 1825 ft. 1.1 How many new customer metered water service connections is Applicant guaranteeing to take water service within 120 days of acceptance of the water main extension covered by this Agreement and, for each of these connections, is Applicant committing to purchase water for a minimum of one (1) year? Applicant shall provide a list of the addresses and lot numbers if applicable that will take water service within 120 days of MAWC's acceptance of the water main and will purchase water for a minimum of one (1) year as set forth on Exhibit B attached hereto and incorporated herein by reference. 1.2 Estimated four (4) times average annual revenue = $ (This amount is what MAWC will contribute to Applicant for metered service pipe(s) that will immediately connect directly to the water main extension covered by this Agreement and identified in Article 1.1.) 1.3 Is the Developer Lay Proposal intended to serve a recorded, residential single lot Development where Applicant prefers to choose the one hundred (100) foot free extension as described in Article 2.6? Yes X No Article 2 Consideration 2.1 Applicant's Consideration. (a) In consideration of MAWC's commitment to provide water services to the Development, Applicant agrees to advance MAWC the cost of any services MAWC provides in support of a proposal for a main extension, including the cost of MAWC's internal engineering, inspection, administrative (including overhead), and legal cost and any costs MAWC incurs involved in making connections to MAWC's existing facilities (including overhead) for the extension of the main described herein ("Main Installation") and Income Tax on the Total Cost of the proposed Development as required by law*. At the outset of the Agreement, MAWC will calculate an estimate of the costs for providing services pursuant to this Agreement ("Developer Lay Proposal Advance" or "DLP Advance"). After completion of the Main Installation, the DLP Advance will be adjusted to reflect the actual cost of providing these services ("Actual Developer Lay Proposal Costs" or "ADLP Costs"). (b) Upon execution of this Agreement, Applicant will pay MAWC the DLP Advance for MAWC to provide services specified in Article 2.1(a) in the amount of: Total DLP Advance due to MAWC: $ 31,033.00. (c) In addition to the ADLP Costs, Applicant shall grant those easements and convey the assets as set forth in Article 5. 2 2.2 MAWC's Consideration. In consideration of the ADLP Costs and the granting of easements and conveyance of title under Article 5, MAWC shall review or provide necessary engineering related to the water main layout, inspection, labor and administrative services during construction and, upon completion, shall provide water services to the Development. 2.3 Final Statement of Costs. After the completion of the Main Installation and prior to MAWC's acceptance of the Main Installation, Applicant will prepare and deliver to MAWC a final accounting of all actual Applicant's costs and expenses associated with the construction and installation of the water facilities (collectively, the "Applicant's Costs"). Applicant's Costs will be identified as set forth on Exhibit C attached hereto and incorporated herein by reference. Applicant's Costs will be shown on a per size basis. Applicant's costs shall not include any easement, permit or restoration costs. 2.4 MAWC Contribution. Within a reasonable period of time (considering factors such as MAWC workload) after completion of the Main Installation where the Applicant did not choose the one hundred (100) foot free extension pursuant to Article 2.6, MAWC will add the Applicant's Costs to the ADLP Costs, reflecting the final total project costs ("Total Final Costs"). After acceptance of the Main Installation, MAWC will then issue payment to the Applicant for all approved new customer metered water service connections meeting the requirements for payment of four (4) times estimated annual revenue as described in Article 1.1 and 1.2 plus five percent (5%) (for St. Louis Metro Agreements which include the St. Charles District) or fourteen percent (14%) (for all other operating district agreements) of the Total Final Costs that exceed the approved amount for metered water service connections receiving four (4) times the estimated average annual revenue. MAWC will adjust its payment based on the shortfall or excess of the difference between the ADLP Costs and the DLP Advance for the services provided by MAWC as described in Article 2.1(a). For a Main Installation where Applicant chooses the one hundred (100) foot free extension pursuant to Article 2.6 and the extension is greater than one hundred (100) feet in length pursuant to Article 2.6(b), calculation of an amount to be paid to, or by, the Applicant will be pursuant to Article 2.6(b). The costs representing the amount paid by MAWC to the Applicant will be MAWC's contribution ("MAWC Contribution"). MAWC's contribution to the cost of the Actual Developer Lay Cost will at no time exceed the total cost incurred by the Developer. MAWC Contribution also will be adjusted for all other considerations associated with the Main Installation, including without limitation, MAWC's upsizing of any main pursuant to Article 4.2 or MAWC's addition of water main and related facilities beyond the needs of the Development pursuant to Article 4.3 and in accordance with applicable rules and regulations on file with the Missouri Public Service Commission. The calculation for MAWC initiated upsizing or additional main installation will be per Articles 4.2 and 4.3 based on the actual footage installed, and any adjustment shall be made to the Total Final Costs. Any amount due to MAWC under this Article shall be paid within thirty (30) days of MAWC's receipt of the final accounting, and shall be a condition precedent to MAWC's acceptance of the Main Installation. 2.5 Customer Frontage Charge. A "Customer Frontage Charge" is an amount charged to new customers outside of Applicant's Development who connect a new -metered service line to a designated portion of the water mains installed by Applicant. The method for arriving at this charge and the limitations on Customer Frontage Charge are more specifically explained in MAWC's rules and regulations on file with the Missouri Public Service 3 Commission. A copy of these rules is available from MAWC's New Business Department upon request. This refund is collected by MAWC and paid to the Applicant or its assignee. The Applicant herein must designate at the time of signing this Agreement, if its Main Installation is to be subject to the Customer Frontage Charge, and if so, whether certain areas are to be excluded. Subject to Customer Frontage Charge (yes/no) If Yes, specify any areas which are to be excluded from the Customer Frontage Charge (The Development which is to be served by this Main Extension is excluded from the Customer Frontage Charge): 2.6 Recorded, Residential Single Lot Development. Applicants requesting a main extension to serve a recorded, residential single lot development can choose to receive the MAWC Contribution pursuant to Article 2.4 or an option whereby MAWC will be responsible for all of the costs, except easement acquisition, associated with extending the main up to one hundred (100) feet (Known as the "Free Extension"). If the main extension required is greater than one hundred (100) feet in length, all costs above the Free Extension shall be borne by the Applicant calculated on a per -foot basis. (a) If Applicant chooses the option of a 100-foot Free Extension, and the extension will be 100-feet or less in length, then MAWC will perform the necessary construction to extend its main(s). (Note: Due to field conditions, even though the proposed main extension may be 100 foot or less in length the actual Main Installation may be greater than 100 foot in length and the following shall apply.) (b) If the Applicant chooses the option of a 100-foot Free Extension and the extension is greater than 100-feet in length, then prior to the Applicant scheduling the main extension, the Applicant shall advance payment equal to MAWC's DLP Advance pursuant to Article 2.1(b). After completion of the main extension by the Applicant, Applicant will prepare and deliver to MAWC a final accounting of all actual Applicant's costs and expenses associated with the construction and installation of the water facilities (collectively, the "Applicant's Costs"), exclusive of the DLP Advance. Upon verification of the costs supplied by Applicant, MAWC will add those costs to the ADLP Costs incurred and divide the sum by the number of feet in the main extension project to determine a cost per linear foot. The cost per foot will be multiplied by 100 to arrive at the cost of the 100-foot Free Extension to be borne by MAWC. MAWC will add the amount of the 100-foot Free Extension to the DLP Advance and subtract the ADLP Costs incurred by MAWC to arrive at an amount to be paid to, or by, the Applicant. 2.7 This Agreement shall become a Contract and the Date of Acceptance shall be determined when the Agreement is returned to MAWC fully executed with payment by check or cash of the DLP Advance identified in Article 2.1(b). 4 Article 3 Plans, Specifications and Pre -Construction Requirements 3.1 Applicant has some options in fulfilling the requirements for plans and specifications, as described below: (a) Applicant may accept MAWC's Water Main Layout, and MAWC's Special Conditions and Technical Specifications for Installation of Water Facilities, available from MAWC's New Business Department upon request. Applicant must submit site plans including grading and sewers and the local fire authority's ordinance or resolution reflecting any new fire hydrants to be installed in conjunction with this Agreement along with fire flow requirements before MAWC can prepare the water main layout. After receiving the above mentioned information and a notice of the intent to do an Applicant -installed project, MAWC will return to the Applicant a water main layout and estimated Applicant Fee. Applicant accepts MAWC's Water Main Layout for Development: (yes/no) Applicant accepts MAWC's Special Conditions and Technical Specifications for Installation of Water Facilities: (yes/no). NOTE: If Applicant answers "No" to any of the foregoing, Applicant must submit alternatives to MAWC and must obtain approval prior to requesting an inspector for initiation of construction. See (b) and (c) below. (b) If the Applicant does not choose to accept MAWC's Water Main Layout and Special Conditions and Technical Specifications for Installation of Water Facilities, Applicant shall submit plans and specifications for approval by MAWC prior to any construction. MAWC shall approve or reject said plans and specifications. At the Applicant's option, Applicant can prepare all plans for the required Main Installation including the water main layout, which shall be in accordance with MAWC specifications with respect to materials, design, and its engineering and operating practices, for MAWC review and approval. To ensure conformity therewith, Applicant shall employ a professional engineer registered in the State of Missouri, acceptable to MAWC, who shall make a preliminary study and drawing of the proposed Main Installation. Applicant shall submit to MAWC such study, the name of the contractor from MAWC's list of Qualified Contractors for water main installation, drawings, and its plans, together with two approved plats of the construction area which plats shall delineate the easements required for the Main Installation and show all proposed and existing utilities, sewers and easements. All plans, specifications and construction shall be in accordance with good utility practices, the utility plan for the Development as approved by MAWC, and in accordance with all rules, regulations, requirements and recommendations of regulatory agencies having or asserting proper jurisdiction over the Development. Prior to the commencement of engineering and construction by Applicant, Applicant shall procure the written approval of MAWC of all engineering firms, contractors and subcontractors it proposes to utilize to design and construct facilities under this Agreement. All of said plans and specifications shall have necessary approvals in writing of all agencies and the approval in writing of MAWC before any construction is commenced. Plans and specifications for water facilities to be constructed under this Agreement shall be submitted 5 and approved by MAWC in advance of the execution of this Agreement and will be incorporated by reference and made part of this Agreement when so approved and as if set out in full herein. MAWC reserves the right to assess additional charges if MAWC is required to create multiple layouts or to perform multiple reviews pursuant to an Applicant's request. (c) In advance of construction of Main Installation, Applicant shall obtain and furnish to MAWC: (i) all requisite permits, easements and approvals by all regulatory authorities having jurisdiction over Main Installation; and (ii) a franchise agreement in a form acceptable to MAWC in its sole discretion if requested by any municipality in which the Development is within its borders. Applicant shall comply with the current issue of MAWC's Special Conditions and Technical Specifications for Installation of Water Facilities, which are incorporated herein by reference and shall comply with any and all construction, material and performance standards uniformly required by MAWC at that time. Applicant shall provide all engineering including surveying, plans and specifications, materials, transportation, equipment, power, labor, supervision, testing, insurance, bonds, and all else required to construct and place into satisfactory operation the following: all water mains, services, valves, hydrants and all appurtenances thereto within the Development and off -tract water facilities required to connect to MAWC's existing facilities, in accordance with plans and specifications approved by MAWC. (d) Construction of the Main Installation shall not begin until the site for the Main Installation has been graded to the extent specified by MAWC. Article 4 Construction of Water Facilities 4.1 Inspection and Construction of Water Facilities. (a) Applicant shall construct certain water facilities to provide adequate water services to all structures to be located in the Development and meet all requirements of any governing agency in accordance with a utility plan approved by MAWC. (b) Applicant shall permit MAWC or its representatives to inspect and approve all work during and after construction. Applicant shall complete its construction of facilities for water service to each unit within the Development so as to enable MAWC to provide services when requested to do so. Applicant or its successors in interest shall notify MAWC when water service or any component of the Main Installation has been completed prior to any backfilling thereof. MAWC or its representative shall inspect such service or component of the Main Installation and if satisfactory will authorize backfilling. (c) Applicant shall comply with the inspection and testing requirements of MAWC, which requirements shall be reasonable and shall not cause Applicant any unwarranted material delays in the ordinary course of construction. MAWC will attempt to supply an inspector a minimum of three working days after notice of the planned commencement of work. AT TIMES WHEN THERE ARE MANY OTHER JOBS UNDERWAY AND NO INSPECTORS ARE IMMEDIATELY AVAILABLE, AN INSPECTOR WILL BE PROVIDED AS SOON AS IS REASONABLY POSSIBLE, AND WORK MAY NOT COMMENCE UNTIL THE INSPECTOR CAN BE PRESENT. Such notice will not be considered until this Agreement is fully executed. MAWC specifically reserves the right to withhold approval and to forbid 6 connection of any of the facilities constructed pursuant to this Agreement to any part of MAWC's systems unless such facilities have been constructed in accordance with the plans and specifications approved by MAWC and are satisfactory to MAWC or its representatives upon inspection and testing by MAWC or its representatives. (d) Applicant understands that MAWC's inspectors will be at the job site for the sole purpose of evaluating compliance with this Agreement and with MAWC's standards and specifications, and Applicant shall assume all liability for the condition and safety of the job site prior to the acceptance of the Main Installation by MAWC. MAWC'S INSPECTOR WILL NOT DIRECT THE JOB. A FOREMAN OR OTHER ON -SITE MANAGER MUST BE FULLY FAMILIAR WITH PLANS AND SPECIFICATIONS BEFORE BEGINNING THE INSTALLATION, OR THE INSPECTOR MAY TERMINATE THE INSPECTION UNTIL COMPETENT, KNOWLEDGEABLE SUPERVISION IS PROVIDED. (e) Applicant and or Applicant's contractor/subcontractors shall at all times maintain good discipline and order at the site. Inappropriate behavior is forbidden. Furthermore, no connections shall be made to facilities to be installed pursuant to this Agreement or to any other facilities of MAWC that are deemed to be illegal connections by the Environmental Protection Agency, or any other agency having jurisdiction over such connection. (g) Any relocation required as a result of changes in grade, easements or other causes shall be paid for by the Applicant and not subject to MAWC Contribution. All phases of the construction of the Main Installation shall be open at all times to inspection by MAWC or its representatives. MAWC reserves the right, in its sole discretion, to require Applicant to change contractors if the then current contractor breaches Applicant's obligations under this Agreement, including without limitation, any violation of any MAWC installation specifications. 4.2 Increased Main Size. MAWC expressly reserves and shall have the right to require construction and installation of water main of a larger diameter than the Applicant's service requirements, provided, however, that MAWC shall bear the cost difference, determined by MAWC, in accordance with its tariffs between the larger diameter main and the smaller diameter main ("Main Size Cost Differential"). The Main Size Cost Differential will be paid in accordance with Article 2. MAWC will credit to Applicant, for potential refund under the provisions of Article 2, the difference between MAWC's and/or Applicant's total actual costs for installing the respective sizes of pipe. Final determination for determining this credit will be at the sole discretion of MAWC. MAWC's present cost differentials and the differentials which, under this Agreement, MAWC will credit to Applicant when Applicant is required to and does install larger size water mains than those that MAWC determines are otherwise needed for this development will be the following: THIS ARTICLE APPLICABLE NO (indicate "yes" or "no"). SIZE COST FOOTAGE SIZE TO BE OTHERWISE PER FOOT ESTIMATE* INSTALLED NECESSARY DIFFERENTIAL 7 TOTAL 12" 6" $ $ 12" 8" $ $ 8" 6" $ $ TOTAL (*Actual footage to be used in final calculation of MAWC's credit to Applicant). 4.3 Additional Main Installation. MAWC expressly reserves and shall have the right to require construction and installation of additional pipe footage of water main and related facilities beyond the needs of the Development, provided, however, that MAWC shall bear the cost of the additional pipe and facilities, determined by MAWC, in accordance with its tariffs ("Additional Main Costs") The Additional Main Costs will be paid in accordance with Article 2. Final determination for determining this credit will be at the sole discretion of MAWC. In situations where MAWC requires additional pipe footage and/or related facilities beyond that which the Applicant requires for the needs of its development, Applicant may herewith commit to install the pipe and related facilities and MAWC will credit to Applicant, for potential refund under the provisions of Article 2. THIS ARTICLE APPLICABLE NO (indicate "yes" or "no"). SIZE TO BE FOOTAGE COST INSTALLED ESTIMATE* PER FOOT TOTAL 6" $ $ 8" $ $ 12" $ $ $ $ TOTAL (*Actual footage to be used in final calculation of MAWC's Credit to Applicant.) 4.4 Construction of Fire Hydrants. Applicant shall install, at locations specified by appropriate fire authorities or MAWC, fire hydrants in accordance with MAWC's current standards and specifications. Article 5 Easements and Title 5.1 Grant of Easements. Applicant hereby grants to MAWC perpetual easements within the Development and outside as may be reasonably necessary for ingress and egress and for the facilities to be constructed to provide water services in, to and through the Development. Applicant agrees to prepare, obtain, execute and give to MAWC deeds of easement, which are acceptable to MAWC in MAWC's sole discretion for use and occupancy by MAWC before the Main Installation is accepted. All costs associated with easements for this Development shall be 8 borne by the Applicant. Easements need not be exclusive, but must be private property rights which specifically name MAWC as recipient, and may not be conveyances that are designated "Public," "for public use forever" or that include similar wording that would result in the creation of a public right-of-way in which MAWC could only be a licensee. The Main Installation must be installed in easement(s) unless otherwise approved by MAWC. Applicant must provide an instrument of conveyance to MAWC of all easements needed for the Main Installation that have not already been conveyed to MAWC by deed or recorded plat. The instrument of conveyance must be in a form and substance satisfactory to MAWC in its sole discretion, free of all liens and encumbrances. 5.2 Conveyance of Title. (a) All Applicant's rights, title and interest to the water pipe, services, fire hydrants, valves and appurtenant facilities thereto within the Development and off -tract water facilities required to connect to MAWC's existing facilities, and constructed within the Development to MAWC's or others existing facilities, in accordance with the plans and specifications approved by MAWC installed under the terms of this Agreement are herewith tendered to MAWC, its successor and assigns. MAWC will accept the Main Installation, release the mains for service connections, and so notify Applicant in writing, if and when Applicant demonstrates to MAWC's satisfaction, that all pipes are chemically and bacteriologically clean, and otherwise conform to all MAWC standards and specifications, and after all other preconditions herein specified have been met and all monies owed MAWC have been received. (b) All materials installed, facilities constructed and equipment provided by Applicant in connection with construction of facilities under this Agreement and accepted by MAWC shall become the sole property of MAWC as installed, and full legal and equitable title thereto shall be then vested in MAWC, free and clear of any liens, without the requirement of any written document of transfer to MAWC. Applicant agrees to execute and/or deliver promptly such documents as counsel for MAWC may request to evidence good and merchantable title to said facilities free and clear of all liens. (c) Applicant shall submit to MAWC (i) copies of paid invoices together with its corresponding lien waiver to MAWC for all engineering and other services, materials installed, construction performed, equipment provided and materials purchased for construction pursuant to this Agreement at the actual cost thereof, and (ii) the originals or complete and clear copies of all bills, statements, invoices, and all other evidence of expense received by Applicant from subcontractors, vendors and others for all engineering and other services, materials installed, construction performed, equipment provided and materials purchased for construction pursuant to this Agreement together with corresponding lien waivers for these or other evidence of payment by Applicant acceptable to MAWC and all relevant supporting data. If any lien waivers for the work described herein are not available to MAWC at the time of MAWC's acceptance of the Main Installation, an additional Letter of Credit of a form approved by MAWC may be issued to MAWC in an amount equal to the total dollars described on the associated invoices. (See Article 5.3 herein). (d) Upon completion of work, Applicant shall remove all equipment belonging to it or used under its direction or by its contractor or its subcontractors, and shall dispose of all unused materials, rubbish, surplus excavated materials and debris in a manner reasonably 9 acceptable to MAWC. Applicant shall repair all roads, sidewalks, parkways and all else affected by its work, which repairs shall be made in accordance with the requirements of MAWC and governmental agencies having proper jurisdiction. (e) It is specifically provided by and between the parties hereto that it is the express intention and agreement of the parties that the legal effect of this Agreement shall be that no mechanics' lien or claim may be filed or maintained by anyone including, but not limited to, any of the parties hereto, any contractor, subcontractor or materialman performing labor or furnishing materials in any way relative to any of the covenants and agreements of this Agreement. In furtherance of the foregoing provision, the parties agree that no contract or subcontract for either labor or materials performed or furnished in furtherance of this Agreement has been or shall be entered into prior to the expiration of ten (10) days from the date of the execution hereof. 5.3 Letter of Credit in Lieu of Lien Waivers. (a) If Applicant is unable to obtain lien waivers to assure MAWC that the Main Installation is free and clear of liens, but desires to provide MAWC with other assurances that such facilities will be lien free, Applicant may provide to MAWC a Letter of Credit in a form satisfactory to MAWC, or a cash deposit, in the amount equal to the cost of the Main Installation to be transferred to MAWC for which lien waivers cannot be obtained. 1. Upon receipt of such Letter of Credit, MAWC will waive that portion of its contract with Applicant that requires lien waivers prior to acceptance of Main Installation into its system. 2. The Letter of Credit will not expire until at least twelve months after acceptance of the Main Installation, but such Letter of Credit shall be released and returned to Applicant (or the cash deposit shall be returned) upon Applicant's request under either of the following conditions: (i) As soon as the statutory time limit for the filing of liens has expired, if no liens have been filed against facilities transferred to MAWC by Applicant, or (ii) If all lien waivers have been acquired and provided to MAWC. (b) Upon receipt of notice of a lien on facilities transferred to MAWC by Applicant, MAWC shall notify Applicant and provide Applicant 30 days to obtain release of such lien. If such release is not obtained, MAWC will make demand against such Letter of Credit for the amount claimed in the lien. Thereupon MAWC will do the following: 1. Hold such amount until a lien release is obtained by Applicant, and at that time refund the monies to Applicant; or 2. Hold such amount until the statute of limitations for filing suit to enforce such lien has expired, and at that time refund the monies to Applicant; or 10 3. Hold such amount until a suit is filed by the holder of the lien. At such time MAWC will provide Applicant with notice of such suit and will either: (i) If Applicant decides to defend the suit and so notifies MAWC in writing, MAWC will hold the funds until a judgment is obtained and at that time provide the funds to the prevailing party; or (ii) If Applicant elects to not defend the suit, MAWC will permit a default judgment to be taken or will otherwise release the funds to the lien holder to free the property of the lien. Article 6 Indemnification by Applicant 6.1 To the fullest extent permitted by law and excepting MAWC's own negligence, applicant shall save and hold MAWC harmless from and against all suits or claims against MAWC that may be based upon any injury or alleged injury to any person or property that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by Applicant or by any subcontractor, whether such claims shall be claimed that the alleged injury was caused through any act or omission of Applicant or of any subcontractor, and Applicant shall, at its own cost and expense, pay all charges of attorneys and all cost and other expenses arising therefrom, or incurred in connection therewith, and if any judgment shall be rendered against MAWC in any such action or actions, Applicant shall, at its own cost and expense, satisfy and discharge the same. MAWC shall give Applicant prompt notice of threat or institution of any such suit or claim. MAWC retains the right to approve the attorneys hired by Applicant or to select its own attorneys, the charges for which shall be paid by Applicant. Article 7 Warranties and Covenants of Applicant 7.1 Applicant shall guarantee all construction, materials and workmanship provided under this Agreement for one year after "Final Acceptance" by MAWC. "Final Acceptance" is defined as the date when Applicant has received written acceptance of the facilities installed per this Agreement from MAWC, completed all construction required by this Agreement and corrected all punch list items requested by MAWC to the satisfaction of MAWC. Applicant warrants that all construction, materials and workmanship provided under this Agreement will be completed substantially in accordance with the plans and specifications for said facilities as approved by MAWC. All areas affected by the Main Installation shall be restored to MAWC's reasonable satisfaction prior to the acceptance of the Main Installation. If weather conditions prohibit restoration of said affected areas, MAWC may require a cash deposit equal to MAWC's reasonable approximation of restoration costs. This cash deposit is refundable when the restoration is completed by the Applicant to the reasonable satisfaction of MAWC. In the event the restoration is not performed in a timely manner as determined by MAWC, MAWC shall use the cash deposit to the extent necessary to restore the areas affected by the Main 11 Installation construction. Any remaining deposit amounts will be refunded to Applicant, but any additional amounts required will be billed to the Applicant. 7.2Applicant covenants and agrees that any repairs that become necessary to correct all defects and deficiencies in construction, materials and workmanship that are associated with the facilities and appurtenances installed per this Agreement during the warranty period shall be performed by MAWC at Applicant's expense. Applicant, for a period of one (1) year after Final Acceptance by MAWC, shall (i) do what is necessary to keep all hydrants at proper elevation, relative to surrounding grade; (ii) promptly pay for the repair of, or any other damages to MAWC's water facilities and appurtenances thereto attributed directly or indirectly to construction by or for Applicant, or any of its corporate affiliates or subcontractors. Inspection and approval of facilities by MAWC shall not waive any right of MAWC under this Agreement. Repairs other than to water mains, hydrants, or appurtenances during the warranty period or consequential damage shall be the responsibility of Applicant. If repairs, including any site restoration costs, are not made after due notice by MAWC, MAWC or MAWC's agents shall make said repairs at Applicant's expense. All costs incurred by MAWC as a result of repairs to the Main Installation and any consequential damages, including but not limited to site restoration costs, that occur during said one year warranty period will be invoiced to the Applicant by MAWC. The Applicant agrees to pay said invoice within thirty (30) days of receipt of the invoice. 7.3Modifications to the water system necessitated by changes in the plan of Development by Applicant (grading, alignment, etc.) shall be paid for by Applicant. Article 8 Miscellaneous 8.1 Waiver. The failure of either party hereto to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provision but the same shall, nevertheless, be and remain in full force and effect. 8.2 Cooperation. Applicant and MAWC will cooperate fully with each other in all matters relating to obtaining all approvals of all regulatory agencies required in order for MAWC to provide water service to the Development. 8.3 Assignment. Applicant agrees that if it shall enter into a contract to sell the Development or a major portion thereof, such contract shall incorporate this Agreement and the obligations imposed hereunder on a successor developer. Neither this Agreement nor any of the rights, duties or obligations of the Applicant hereunder may be transferred or assigned (by operation of law or otherwise) by the Applicant except with the prior written approval of MAWC. MAWC shall have the right to assign all of its rights and obligations under this Agreement to any entity which succeeds to or acquires substantially all of MAWC's operations or assets covered by this Agreement. Any such assignment by MAWC shall relieve, release, and discharge MAWC from any further duty or responsibility under this Agreement. 12 8.4 Recording. MAWC may record this Agreement or a memorandum thereof in accordance with the laws of the State of Missouri. 8.5 Force Majeure. Neither party to this Agreement shall be liable to the other for failure, default or delay in performing any of its obligations hereunder, other than for payment of money obligations specified herein, in case such failure, default or delay in performing any of its obligations specified herein is caused by strikes or other labor problems, by forces of nature, unavoidable accident, fire, acts of the public enemy, interference by civil authorities, passage of laws, orders of the court, adoption of rules, ordinances, acts, failures to act, decisions or orders or regulations of any government or military body or agency, office or commission, delays in receipt of material, or any other cause, whether of similar nature, not within the control of the party affected and which, by the exercise of due diligence, such party is unable to prevent or overcome. Should any of the foregoing occur, the parties hereto agree to proceed with diligence to do what is reasonable and necessary so that each party may perform its obligations under this Agreement. MAWC shall not in any event incur any liability to Applicant for consequential or other damages which may result from delays in initiating service or interruptions or other malfunctions of service. MAWC shall have no obligation to accept the main installation if any action, law suit, proceeding or cause of action is pending or threatened with respect to installation. 8.6 Notices. All notices, consents, requests, demands and other communications hereunder are to be in writing and are deemed to have been duly given, made or delivered: (i) when delivered in person, (ii) three (3) days after deposited in the United States mail, first class postage prepaid, (iii) in the case of telegraph or overnight courier services, one (1) business day after delivery to the telegraph company or overnight courier service with payment provided, or (iv) in the case of telex or telecopy or facsimile, when sent, verification received, in each case addressed as follows: if to MAWC: Attn: Engineering 727 Craig Road St. Louis, MO 63141 with a copy to: Attn: General Counsel 727 Craig Road St. Louis, MO 63141 if to Applicant: tit al-c\11 OF RIO F-126, 10 Lei 50 N,,,N) i\JIOR RP tZkx.)FJ:2-t tioqi;90 13 or to such other address as any party hereto may designate by notice to the other parties in accordance with the terms of this Article. 8.7 No Agency Relationship. It is understood that in the construction and installation of the Main Installation, Applicant, its contractors and agents are independent contractors and are not acting as the agents or employees of MAWC and therefore shall not incur any costs or expenses on behalf of MAWC and that MAWC is not an agent of the Applicant and shall not incur any costs or expenses on behalf of the Applicant. 8.8 Entire Agreement. This Agreement sets forth the complete understanding between Applicant and MAWC, and any amendments hereto to be effective must be in writing. Nothing in this Agreement, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm or corporation (other than the parties hereto and their permitted assigns) any rights or remedies under or by reason of this Agreement, or any term, provision, condition, undertaking, warranty, representation, indemnity, covenant or agreement contained herein. 8.9 Reguiatry Jurisdiction and Approval. This Agreement is intended to be consistent with applicable rules and regulations on file with the Missouri Public Service Commission. This Agreement is subject to such approval of the Missouri Public Service Commission to the extent required by law. 8.10 Governing Law. This Agreement shall be governed by the laws of the State of Missouri, without regard to conflict of laws rules. 8.11 Operating Pressure. The normal range of operating pressures in this proposed subdivision will be from 78 pounds per square inch (psi) to 128 psi, varying with ground elevation and MAWC operating requirements. If necessary, appropriate pressure reducing valves and pressure relief valves should be installed as part of the customer's plumbing to comply with the requirements of the applicable plumbing code and water using appliances installed in the premises. If underground lawn sprinkler systems are to be installed as part of the customer's plumbing, appropriate pressure reducing valves and backflow preventers should be installed to comply with manufacturers' requirements, applicable plumbing codes, and State regulatory requirements. 8.12 Project Reconciliation. Upon Applicant's submittal of all necessary items specified in this Agreement, reconciliation of this job will be completed in a reasonable amount of time based on MAWC's current workload. 8.13 This Agreement shall become a contract and the Date of Acceptance shall be the date the Agreement is returned to MAWC fully executed. [Remainder of page intentionally left blank; signature page follows.] 14 Project Name: 40 West Horizons Project Manager: Matt Jaspering Contract - W/O Number D17-0401-P-0094 Date: February 25, 2022 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the igh, day of .2022.. MAWC Applicant MISSOURI-AMERICAN WATER COMPANY CITY OF RIVERSIDE, MISSOURI By: 61- /110,1 Name: e::::;4,t,t4-1 A illopph.n Title: tj e* By: Name: Title: ALI Federal I.D. Number: L-1 9-000 ti) This Agreement is valid only if work is begun within 60 days from this date of acceptance, unless otherwise extended by mutual agreement of Applicant and A. Signature Page EXHIBIT A See Layout Design Attached EXHIBIT B List of addresses taking water service under Article 1.1 Address Lot No. (if applicable) EXHIBIT C Water Facilities (ACTUAL COST REAKDOWN BY CONT CTOR) ITEM 2" PVC PIPE & DI FITTINGS QUANTITY 4" DI PIPE & FITTINGS 4°° PVC PIPE & DI FITTINGS 6" DI PIPE & FITTINGS 6" PVC PIPE & DI FITTINGS 8" DI PIPE & FITTINGS 8" PVC PIPE & DI FITTINGS 12" DI PIPE & FITTINGS 12" PVC PIPE & DI FITTINGS 2" BALL VALVE & VALVE BOX 4" GATE VALVE & VALVE BOX 6" GATE VALVE & VALVE BOX 8" GATE VALVE & VALVE BOX 12" GATE VALVE & VALVE BOX FLUSH HYDRANTS (FLUSH VALVES) & VALVE BOX FIRE HYDRANT FIRE HYDRANT VALVE & VALVE BOX FIRE HYDRANT 6" LEAD PIPE TOTALS MATERIAL & LABOR COST