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HomeMy WebLinkAbout2141 Approving Cost Share Agreement with Missouri Highways and Transportation Commission for Route MO-9 and Riverway Blvd ImprovementsBILL NO. 2026-007 ORDINANCE NO. 2141 AN ORDINANCE APPROVING A COST SHARE AGREEMENT WITH THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION FOR THE ROUTE MO-9 AND RIVERWAY BLVD IMPROVEMENTS BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 -AGREEMENT APPROVED. That the Riverside Board of Aldermen hereby approves the Cost Share Agreement with the Missouri Highways and Transportation Commission, attached hereto in its substantial form, regarding the installation of the Route Mo-9 and Riverway Blvd Improvements, and the Board further authorizes the mayor to sign the agreement on behalf of the City. SECTION 2 -AUTHORITY GRANTED. The Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. SECTION 3 -EFFECTIVE DA TE. This Ordinance shall be in full force and effect from and after 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 this 27 th day of January 2026. /s/ Kathleen L. Rose Kathleen L. Rose, Mayor ATTEST: /s/ Melissa McChesney Melissa McChesney, City Clerk Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 CCO Form: FS08 Approved: 03/04 (BOG) Revised: 02/25 (MWH) Modified: 12/25 (AGO) Route Mo-9 and Riverway Blvd County Platte Project No. KU0487 City of Riverside Agreement No: 2025-07-87570 MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION COST SHARE AGREEMENT THIS AGREEMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Commission") and City of Riverside (hereinafter, "Entity"). WITNESSETH: WHEREAS, the Entity applied to the Commission's Cost Share Committee for participation in the Commission's Cost Share Program; and WHEREAS, on June 12th, 2025, the Cost Share Committee approved the Entity's application to the Cost Share Program subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations in this Agreement, the parties agree as follows: (1) PURPOSE: The purpose of this Agreement is to coordinate the participation by the Entity of City of Riverside in the cost of the Commission's Project KU0487. (2) LOCATION: The transportation improvement that is the subject of this Agreement is contemplated at the following location: This project is in Riverside, Missouri. It encompasses the intersection of NW Riverway Boulevard, Missouri Highway 9, and NW Tullison Road. From there, the project extends north along NW Riverway Boulevard to its intersection with NW Platte Road. The general location of the project is shown on attachment marked "Exhibit A" and incorporated herein by reference. (3) AMENDMENTS: Any change in this Agreement, whether by modification or supplementation, must be accomplished by a formal contract amendment signed and approved by the duly authorized representatives of the Entity and the Commission. (4) COMMISSION REPRESENTATIVE: The Commission's Kansas City District Engineer is designated as the Commission's representative for the purpose of administering the provisions of this Agreement. The Commission's representative may designate by written notice other persons having the authority to act on behalf of the -1- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 Commission in furtherance of the performance of this Agreement. (5) ASSIGNMENT: The Entity shall not assign, transfer, or delegate any interest in this Agreement without the prior written consent of the Commission. (6) APPLICABLE LAWS AND REGULATIONS: This Agreement shall be construed according to the laws of the State of Missouri. Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances. Additionally, each party shall adhere to all accepted industry standards, processes, and procedures relevant to the performance of their obligations under this Agreement. A violation of this paragraph constitutes a material breach of the Agreement. (7) CANCELLATION: The Commission may cancel this Agreement at any time for a material breach of contractual obligations or for convenience by providing the Entity with written notice of cancellation. Should the Commission exercise its right to cancel this Agreement for such reasons, cancellation will become effective upon the date specified in the notice of cancellation sent to the Entity. (8) PLANS AND CONSTRUCTION: With regard to project responsibilities under this Agreement, the parties agree to the following: (A) The Entity shall be responsible for preparation of plans, specifications and construction for the herein improvements. This includes design, letting of project, and inspection of project. The plans shall be prepared in accordance with and conform to Commission requirements. (B) The Entity shall follow the Commission's Local Public Agency (LPA) process. (C) The Entity shall provide preliminary engineering for the preparation of detailed right-of-way and construction plans and project specifications. The plans shall be prepared in accordance with and conform to the Commission's requirements, standards, and specifications. Said plans shall not be changed in concept or scope without prior written approval of the Commission. (D) The Entity shall acquire any additional necessary right of way required for the project and in doing so, agrees that it will comply with all applicable federal laws, rules and regulations, including 42 U.S.C. 4601-4655, the Uniform Relocation Assistance and Real Property Acquisition Act (Uniform Act), as amended and any regulations promulgated in connection with the Act. (E) The Commission will provide preliminary engineering review, right of way review and construction engineering review. (F) The Entity shall be responsible for letting the work for the herein improvement, which includes advertising the project for bids and awarding the -2- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 construction contract. The Entity shall solicit bids for the herein improvement in accordance with plans developed by the Entity, or as the plans may from time to time be modified in order to carry out the work as contemplated. The Entity shall not award the construction contract without obtaining Commission's written concurrence in the award. The Entity shall submit all required bid concurrence documentation to the Commission at least two (2) weeks prior to the Commission Meeting in which the Entity seeks to request award . If the Entity fails to comply with this provision , the Commission is under no obligation to continue participation in the project. (G) The Entity shall secure all required federal, state, and local permits as required for design and construction of the improvements. Prior to entering onto the Commission right of way to perform any obligations under this Agreement, the Entity shall obtain any applicable permit from the Commission, unless the performance of such obligations under this Agreement would not ordinarily require a permit from the Commission. (H) The Entity shall be responsible for the construction of the herein improvements, which includes administration of the construction contract and inspection of the project work. The project shall be constructed in accordance with and conform to the current criteria, specifications and requirements established and adopted by the Commission and in accordance with the current applicable manuals and policies of the Commission and the Federal Highway Administration (FHWA), if applicable, which shall be furnished by the Commission upon request, and, absent the foregoing, with manuals and policies of the American Association of State Highway and Transportation Officials ("AASHTO"). (9) FINANCIAL RESPONSIBILITIES: With regard to work under this Agreement, the Entity agrees as follows: (A) Total project cost is estimated at nine million, seven hundred sixty-eight thousand, one hundred and fifty-three dollars ($9,768,153). Which includes preliminary engineering, preliminary engineering review, right of way, right of way review, utilities, construction, construction engineering review and inspection. (B) The Entity will be responsible for eighty-four and forty-nine hundredths percent (84.49%) which is estimated at eight million, two hundred fifty-three thousand, one hundred fifty-three dollars ($8,253,153). There are Surface Transportation Block Grant (STBG) funds for the amount of two million, five hundred sixty thousand dollars ($2,560,000) and Earmark funds for the amount of three million, two hundred thousand dollars ($3,200,000). The Entity will be responsible for the remaining two million, four hundred ninety-three thousand, one hundred fifty-three dollars. (2,493,153) The details of the estimated cost breakdown are listed in "Exhibit B", which is attached hereto and made part hereof. (C) The Commission will pay for construction and internal review services currently estimated at one million, five hundred fifteen thousand dollars ($1,515,000). Of -3- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 this amount, the Commission shall provide one million, five hundred thousand dollars ($1,500,000) from the Commission's Cost Share program, available in State Fiscal Year 2026, and preliminary engineering review, right of way review and construction engineering review services by its District personnel estimated to total fifteen thousand dollars ($15,000). (D) The Entity is responsible for the balance of the project over the Commission's maximum contribution of one million, five hundred fifteen thousand dollars ($1,515,000). Underruns for the cost share eligible project will be based on the pro rata share. (10) REIMBURSEMENT FOR ELIGIBLE EXPENSES: The Commission will reimburse the Entity as discussed in section (9) for Project expenses based on eligible construction contract costs. (A) The Entity may request reimbursement for eligible costs incurred at any time subsequent to the execution of this Agreement by both parties. Requests for reimbursement shall be submitted to the Missouri Department of Transportation (MoDOT) monthly and shall be supported with invoices and documentation that its providers were paid in full for the work performed. (B) It is understood and agreed by and between the parties that the Commission shall make no reimbursement payment which could cause the aggregate of all payments and contributions made by the Commission under this Agreement to exceed one million five hundred fifteen thousand dollars ($1,515,000) as approved by the Commission. (C) The request for reimbursement must include a construction progress summary that includes an estimated percent complete, list of major items of work completed during the pay period and status of schedule. (D) Within ninety (90) days of final inspection of the Project funded under this Program, the Entity shall provide to the Commission a final reimbursement request and all financial performance and other reports as required by this Agreement. (E) If the Commission determines that the Entity was overpaid, the Entity shall remit the amount of overpayment to the Commission. (F) The Entity must submit reimbursement requests by May 31 st of the Program Time Period to ensure reimbursement by the end of the SFY. (11) COMMISSION RIGHT OF WAY: All improvements made within the state- owned right-of-way shall become the Commission's property, and all future alterations, modifications, or maintenance thereof, will be the responsibility of the Commission . (12) VENUE: It is agreed by the parties that any action at law, suit in equity, or -4 - Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. (13) SOLE BENEFICIARY: This Agreement is made for the sole benefit of the parties hereto and nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Commission and the Entity. (14) NO INTEREST: By contributing to the cost of this project or improvement, the Entity gains no interest in the constructed roadway or improvements whatsoever. The Commission shall not be obligated to keep the constructed improvements or roadway in place if the Commission, in its sole discretion, determines removal or modification of the roadway or improvements, is in the best interests of the state highway system. In the event the Commission decides to remove the landscaping, roadway, or improvements, the Entity shall not be entitled to a refund of the funds contributed by the Entity pursuant to this Agreement. (15) AUTHORITY TO EXECUTE: The signers of this Agreement warrant that they are acting officially and properly on behalf of their respective institutions and have been duly authorized, directed and empowered to execute this Agreement. (16) SECTION HEADINGS: All section headings contained in this Agreement are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. (17) ADDITIONAL FUNDING: In the event the Commission obtains additional federal, state, local, private or other funds to construct the improvement being constructed pursuant to this Agreement that are not obligated at the time of execution of this Agreement, the Commission, in its sole discretion, may consider any request by the Entity for an off-set for the deposited funds, a reduction in obligation, or a return of, a refund of, or a release of any funds deposited by the Entity with the Commission pursuant to this Agreement. In the event the Commission agrees to grant the Entity's request for a refund, the Commission, in its sole discretion, shall determine the amount and the timing of the refund. Any and all changes in the parties' financial responsibilities resulting from the Commission's determination of the Entity's request for a refund pursuant to this provision must be accomplished by a formal contract amendment signed and approved by the duly authorized representative of the Entity and the Commission. (18) NO ADVERSE INFERENCE: This Agreement shall not be construed more strongly against one party or the other. The parties to this Agreement had equal access to, input with respect to, and influence over the provisions of this Agreement. Accordingly, no rule of construction which requires that any allegedly ambiguous provision be interpreted more strongly against one party than the other shall be used in interpreting this Agreement. (19) ENTIRE AGREEMENT: This Agreement represents the entire understanding between the parties regarding this subject and supersedes all prior written -5- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 or oral communications between the parties regarding this subject. (20) VOLUNTARY NATURE OF AGREEMENT: Each party to this Agreement warrants and certifies that it enters into this transaction and executes this Agreement freely and voluntarily and without being in a state of duress or under threats or coercion. (21) NOTICES: Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed given three (3) days after delivery by United States mail, regular mail postage prepaid, or immediately after delivery in person, or by facsimile or electronic mail addressed as follows : Commission to: Missouri Department of Transportation Attn: Kansas City District Engineer 600 NE Colbern Rd Lee's Summit, MO 64086 Entity to: City of Riverside Attn: Capital Projects and Parks Manager 2950 NW Vivion Road Riverside MO 64150 or to such other place as the parties may designate in accordance with this Agreement. (22) AUDIT OF RECORDS: The Entity must maintain all records relating to this Agreement, including but not limited to invoices, payrolls, etc. These records must be available at all reasonable times at no charge to the Commission and/or its designees or representatives during the period of this Agreement and any extension thereof, and for three (3) years from the date of final payment made under this Agreement. (23) INDEMNIFICATION: To the extent allowed or imposed by law, the Entity shall defend , indemnify, and hold harmless the Commission, including its members and the Missouri Department of Transportation ("MoDOT" or "Department") employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Entity's wrongful or negligent performance of its obligations under this Agreement. (24) INSURANCE: (A) The Entity is required or will require any contractor procured by the Entity to work under this Agreement: 1. To obtain a no cost permit from the Commission's district engineer prior to working on the Commission's right-of-way, which shall be signed by an authorized contractor representative (a permit from the Commission's district engineer -6- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 will not be required for work outside of the Commission's right-of-way); and 2. To carry commercial general liability insurance and commercial automobile liability insurance from a company authorized to issue insurance in Missouri, and to name the Commission, and the MoDOT and its employees, as additional insureds in amounts sufficient to cover the sovereign immunity limits for Missouri public entities ($600,000 per claimant and $4,000,000 per occurrence) as calculated by the Missouri Department of Insurance, Financial Institutions and Professional Registration, and published annually in the Missouri Register pursuant to Section 537.610, RSMo. (B) In no event shall the language of this Agreement constitute or be construed as a waiver or limitation for either party's rights or defenses with regard to each party's applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or law. [Remainder of Page Intentionally Left Blank] -7- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 IN WITNESS WHEREOF, the parties have entered into this Agreement on the date last written below. Executed by the Entity this 2026-01-30 | 6:44 AM CST (date) Executed by the Commission this 2026-01-30 | 5:08 PM CST (date) MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION DocuSigned by: /s/ Mark Croarkin Title Assistant Chief Engineer ATTEST: DocuSigned by: /s/ Jennifer L. Jorgensen Secretary to the Commission Approved as to Form: DocuSigned by: /s/ Alicia C. O'Connell Commission Counsel CITY OF RIVERSIDE Signed by: By /s/ Kathleen Rose Title Mayor ATTEST: Signed by: By /s/ Melissa McChesney Title City Clerk Approved as to Form: Signed by: By /s/ Paul Campo Title: City Attorney Ordinance No 2141 -8- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 Exhibit A - Location (map of location) -9- Docusign Envelope ID: 2377CC35-D39A-4171-A876-C42EBB9803B1 Exhibit B - Cost Breakdown MoDOT Project Number: KU0487 Description: The project will extend NW Riverside Drive to the south for an at-grade intersection with Riverway Boulevard and continue east to intersect NW Business Park Lane . The study area extends along Riverway Boulevard between NW Tullison Road and NW Platte Road and along NW Riverside Drive between NW Platte Road and NW Business Park Lane. The proposed project will improve traffic by implementing roundabouts, highway ramp realignment, street extensions and shared sidewalks. These features will allow for improved vehicle safety, enhanced visibility and flow and safe multimodal travel. Total Project Cost Estimate: $9,768,153 Local Entity: City of Riverside, MO Current Estimate | MoDOT Responsibility Preliminary Engineering $823,723 $0 Preliminary Engineering Review (MoDOT) $5,000 $5 ,000 Right of Way Acquisition (including easements) $275,000 $0 Right of Way Incidentals $15,675 $0 Right of Way Review (MoDOT) $5,000 $5,000 Utilities $87,286 $0 Construction $8,260,000 $1,500,000 Construction Engineering $291,469 $0 Construction Engineering Review (MoDOT) $5 ,000 $5,000 Total $9,768,153 $1,515,000 Project Responsibilities: Preliminary Engineering City of Riverside ROW Acquisition/Incidentals City of Riverside Utility Relocation City of Riverside Construction Lettin g City of Riverside PE/ROW Reviews MoDOT CE Review MoDOT Construction Engineering City of Riverside Financial Responsibilities: District $15,000 Cost Share Funds $1,500,000 Entity $2,493 ,153 STBG $2,560,000 Earmark Funds $3,200 ,000 Total $9,768,153 How are overruns and underruns handled? The Entity shall be responsible for the balance of the project over MoDOT max of one million, five hundred fifteen thousand dollars ($1,515,000). Underruns for the cost share eligible project will be based on the pro rata share. -10- docusign. Certificate Of Completion Envelope Id: 2377CC35-D39A-4171-A876-C42EBB9803B1 Status: Completed Subject: Complete with Docusign : 2025-07-87570.pdf, 2141 Approving Cost Share Agreement with Missouri Hi... Source Envelope: Document Pages: 11 Signatures: 6 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Envelope Originator: Ravi Neupane 1860 Michael Faraday Drive Suite 100 Reston, VA 20190 ravi .neupane@modot.mo.gov IP Address: 168.166.80.221 Record Tracking Status: Original 1/23/2026 10:09:00 AM Holder: Ravi Neupane ravi.neupane@modot.mo.gov Location: DocuSign Signer Events | Signature | Timestamp Kathleen Rose krose@riversidemo.gov Mayor Security Level: Email, Account Authentication (Optional), Access Code Electronic Record and Signature Disclosure: Accepted: 1/29/2026 4:47:13 PM ID: 8a7 49d86-44a9-46c9-a027-b9810a2bde22 Signed by: /s/ Kathleen Rose 870D52B6ECD14C1... Signature Adoption: Pre-selected Style Using IP Address: 209.152.132.82 Sent: 1/28/2026 12:18 :36 PM Viewed: 1/29/2026 4:47:13 PM Signed: 1/29/2026 4:47:45 PM Melissa McChesney mmcchesney@riversidemo.gov City Clerk Security Level: Email, Account Authentication (Optional), Access Code Electronic Record and Signature Disclosure: Accepted : 1/29/2026 4:53:43 PM ID: 0523bd4b-0e8a-4 715-af51 -afd9b66219c4 Signed by: /s/ Melissa McChesney BFA2725D26D445C... Signature Adoption: Pre-selected Style Using IP Address: 209.152.132.82 Sent: 1/29/2026 4:47:49 PM Viewed: 1/29/2026 4:53:43 PM Signed: 1/29/2026 4:56:11 PM Paul Campo pcampo@publiclawfirm.com City Attorney Security Level: Email, Account Authentication (Optional), Access Code Signed by: /s/ Paul Campo 4DBF940754AC4C6... Electronic Record and Signature Disclosure: Accepted : 1/30/2026 6:43:33 AM ID: 8b484a46-c29f-4937-8152-e8c548efe0f1 Signature Adoption: Pre-selected Style Using IP Address: 136.32.75.95 Sent: 1/29/2026 4:56:12 PM Viewed: 1/30/2026 6:43:33 AM Signed: 1/30/2026 6:44:01 AM Alicia C. O'Connell Alicia.OConnell@modot.mo.gov Regional Counsel Missouri Department of Transportation Security Level: Email, Account Authentication (Optional), Logged in Electronic Record and Signature Disclosure: Not Offered via Docusign DocuSigned by: /s/ Alicia C. O'Connell 3AD7CAEC05304D4... Signature Adoption: Pre-selected Style Using IP Address: 168.166.80.221 Sent: 1/30/2026 6:44:04 AM Viewed: 1/30/2026 8:27:12 AM Signed: 1/30/2026 9:07:20 AM Signer Events | Signature | Timestamp MARK CROARKIN MARK.CROARKIN@modot.mo.gov Assistant Chief Engineer Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) DocuSigned by: /s/ Mark Croarkin F99943CE0C28A408.. Signature Adoption: Uploaded Signature Image Using IP Address: 168.166.80.221 Signed using mobile Sent: 1/30/2026 9:07:22 AM Viewed: 1/30/2026 9:53:31 AM Signed: 1/30/2026 9:54:48 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Jennifer Jorgensen jennifer.jorgensen@modot.mo.gov Secretary to the Commission MoDOT Security Level: Email, Account Authentication (Optional) DocuSigned by: /s/ Jennifer Jorgensen 7467BCDEFDFD4DE... Signature Adoption: Uploaded Signature Image Using IP Address: 168.166.80.221 Sent: 1/30/2026 9:54:52 AM Viewed: 1/30/2026 5:06:54 PM Signed: 1/30/2026 5:08:03 PM Electronic Record and Signature Disclosure: Accepted: 6/7/2023 9 :45:35 AM ID: 43e1faf8-03d4-4d0e-95b0 -9dcba940a033 In Person Signer Events Signature Timestamp Editor Delivery Events Signature Timestamp Agent Delivery Events Signature Timestamp Intermediary Delivery Events Signature Timestamp Certified Delivery Events Signature Timestamp Carbon Copy Events Signature Timestamp Dana L. Kaiser Dana.Kaiser@modot.mo.gov Senior Executive Assistant Missouri Department of Transportation Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED Sent: 1/30/2026 9:54:50 AM Tara Herx tara.herx@modot.mo.gov Senior Executive Assistant Missouri Department of Transportation Security Level : Email , Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED Sent: 1/30/2026 9:54:50 AM Lisa Gerling lisa.gerling@modol.mo.gov Executive Assistant Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED Sent: 1/30/2026 5:08:05 PM Carbon Copy Events | Status | Timestamp Ravi Neupane ravi.neupane@modot.mo.gov Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED Sent: 1/30/2026 5:08:06 PM Sarah Long sarah.long@modot.mo.gov SR Transportation Planner Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED Sent: 1/30/2026 5:08:07 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Signature Timestamp Envelope Sent Hashed/Encrypted 1/28/2026 12:18:36 PM Certified Delivered Security Checked 1130/2026 5:06:54 PM Signing Complete Security Checked 1/3012026 5:08:03 PM Completed Security Checked 1/30/2026 5:08 :07 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/5/2016 3:40:17 PM Parties agreed to: Kathleen Rose, Melissa McChesney, Paul Campo, Jennifer Jorgensen Missouri Highways and Transportation Commission DocuSign, Inc. Express Electronic Signature Agreement The Missouri Highways and Transportation Commission (hereinafter, Commission), acting by and through the Missouri Department of Transportation (MoDOT) is willing to provide to the Authorized Representative of the ContractorN endor/Consultant (Entity) who is duly authorized to act on behalf of said Entity (hereinafter you or I) and accept from you your electronically affixed authorized signature and seal, as required to validate a binding agreement between the Commission and the Entity, on all Commission/MoDOT documents, including but not limited to disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and the like, (hereinafter, Commission Documents) that are processed, generated, and exchanged by and between the Commission and you, acting on behalf of the Entity, electronically through the utilization of the DocuSign, Inc. Express (DocuSign) eSignature Application. In consideration of mutual covenants, you agree as follows: 1) You are the person duly authorized and designated by the Entity to receive, access and agree to the terms of this agreement on behalf of the Entity by clicking the Agree button below. 2) You have the authority to specifically consent and agree that the Commission, in its discretion, provide all disclosures, agreements, contracts, notices, purchase orders, change orders, modifications, amendments, supplements, correspondence, and all other evidence of the transaction between the Commission and the Entity electronically (hereinafter all such documentation is referred to as electronic record(s)). 3) The email address, User ID and password authorized to access the electronic agreement via DocuSign are your own and are not shared with any other person. 4) All of the required notices and disclosures will be sent to the email address authorized through DocuSign. 5) You are duly authorized to receive electronically through DocuSign, access and act upon all electronic records, to provide all required information and electronically affix your signature and seal, as applicable, on behalf of the Entity named in such Commission Documents via DocuSign,. 6) The system through which you are accessing DocuSign and its eSignature Application meets the minimum requirements to access DocuSign, view, receive, retrieve, download, print, store, send and transmit all electronic records and any and all other communications sent to you from the Commission through the DocuSign web site. 7) All communications in electronic format from the Commission to you through DocuSign are considered in-writing. You have the ability to download and print any documents processed through DocuSign for 30 calendar days after such documents are first sent, as long as you are an authorized user of the DocuSign system. After such time, you may request copies by contacting the Commission through the Secretary to the Commission at mhtc@modot.mo.gov or by telephone at 573-751-2824. You shall print or download for your records a copy of any communication that is important to you to retain. 8) You have implemented appropriate security measures to ensure that only you have access through DocuSign to receive, access and electronically affix signatures to electronic records, as applicable, Commission/MoDOT sends to you through DocuSign. It is your sole responsibility to ensure your adequate protection, confidentiality and secrecy of the DocuSign Authentication Code, and any other user ID and/or Password combinations that may be required for you to access the DocuSign eSignature services and any disclosure thereof to any other person or communication thereof through unsecure medium, such as traditional electronic mail, shall be entirely at your risk. You shall be liable for any unauthorized usage of your ID/Password combination and the DocuSign Authentication Code. 9) You agree and authorize the Commission to respond to and act upon any and all transactions initiated and transmitted by you electronically through DocuSign. Any transaction initiated and transmitted by you to the Commission through DocuSign and its eSignature application shall be deemed to have been authorized by you, and the Commission is entitled to assume that the said transactions are so authorized by you and the Commission shall be protected upon acting thereon. 10) You shall be fully liable to the Commission for every transaction entered into using a valid DocuSign Authentication Code sent to you through certified mail, telephone call or Short Message Service (SMS) text, with or without your knowledge. In no event will the Commission be liable to you for any special, direct, indirect, consequential or incidental loss or damages even if you have advised the Commission/MoDOT of such possibility. The Commission shall not be liable for any misuse, if any, of any data placed on the internet by third parties hacking or accessing the application and hosting server without authorization. 11) The Entity shall take responsibility for all the transactions with the Commission conducted electronically through DocuSign and will abide by the record of the transactions generated by DocuSign or by the Commission/MoDOT through DocuSign. Further such record of transactions shall be conclusive proof and binding for all purposes and may be used as conclusive evidence in any proceedings. All records of the Commission and DocuSign, whether in electronic form, magnetic medium, documents or any other form, with respect to electronic transactions sent or received through use of DocuSign shall be conclusive evidence of such transactions and shall be binding on the Entity. 12) The Commission/MoDOT shall not be liable for any loss or damage whatsoever caused, arising directly or indirectly, in connection with the services and /or this Agreement, including without limitation any: (A) Loss of data; and (B) Interruption or stoppages to your access to DocuSign and its eSignature application and/or processing of electronic transactions due to any operational or technical difficulties/reason beyond our control for any other reason. The Commission, along with its members, employees, agents, executors, successors and assigns shall not be liable for any damages or claims or injuries arising out of or in connection with the use of DocuSign and its eSignature application or its non-use including non-availability or failure of performance, loss or corruption of data, loss of or damage to property (including profit and goodwill), work stoppage, computer failure or malfunctioning or interruption of business, error, omission, deletion, defect, delay in operation or transmission, communication line failure or for any failure to act upon electronic transaction for any cause. 13) You shall keep confidential all information, in whatever form, produced, prepared, observed or received by you to the extent that such information is confidential by law or otherwise required by the Commission. 14) This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Missouri. It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. 15) The terms of this agreement and any amendments thereafter shall remain in full force and effect for as long as DocuSign is active, or by thirty (30) days written notification by either party of their intent to cancel this agreement. By checking the I Agree button, I confirm that: 1. I am the person named in the documents to which I will electronically affix my signature; that I am authorized to sign such documents on behalf of the Entity named in the documents; that I will read and know the contents of such electronically signed documents including all exhibits attached thereto, and that the statements made therein are true, and that I will not omit any information needed to make such documents true; and that I will take appropriate security measures to insure that I have sole access to the documents sent to me by the Commission and MoDOT through the email address provided on DocuSign. 2. I and the Entity shall indemnify and save harmless the Commission, its members , employees, officers, successors, assigns, agents and representatives against any and all claims, losses, damages, costs, liabilities and expense actually incurred, suffered or paid by the Commission, its members, employees, officers, successors, assigns, agents and representatives, directly or indirectly, and also against all demands, actions, suits, proceedings made, filed, instituted against the Commission, its members, employees, officers, successors, agents and representatives in connection with, or arising out of, or relating to the Commission accepting and acting or not accepting and not acting for any reason whatsoever pursuant to, in accordance with or relying upon, data received, through DocuSign and its eSignature application you or any unauthorized use of your ID/Password combination, the DocuSign Authentication Code, or the DocuSign eSignature application. 3. I agree to the DocuSign, Inc. Express (DocuSign) Electronic Signature Agreement terms and conditions outlined above.