DEMOLITION CONTRACT This DEMOLITION CONTRACT (this

DEMOLITION CONTRACT

This DEMOLITION CONTRACT (this "Contract" is made and entered into as of the

___ day of ________________, 20___, by and between Ranken Technical College, a

Missouri nonprofit corporation ("Owner"), and _________________________, a Missouri

_______________________ ("Contractor").

RECITALS

A. Owner is the owner of the real property located at 4321 and 4324 Finney

Avenue in the City of St. Louis, State of Missouri, as more particularly described in Exhibit

"A" attached hereto (the "Property" or the "Site").

B. Owner has issued a certain Invitation for Bid (the "IFB"), a copy of which is

attached hereto as Exhibit "B" to this Contract, pursuant to which Owner has sought bids

for the demolition and removal of all Improvements, as defined herein, located on the

Property.

C. Contractor has submitted a proposal in response to the IFB which is

attached hereto as Exhibit "C" to this Contract and which has been accepted by Owner.

AGREEMENT

In consideration of the foregoing recitals, the covenants and agreements set forth

herein, and other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, Owner and Contractor agree as follows:

Section 1. Definitions. As used in this Contract, the following terms have the

following meanings.

1.1. "Applicable Environmental Laws" means any federal, state or local statute,

law, rule, regulation, ordinance, code, policy or rule of common law of any Governmental

Entity now in effect and in each case as amended from time to time, and any judicial or

administrative interpretation thereof, including any judicial or administrative order, consent

decree, or judgment, relating to the environment, human health or hazardous materials,

including, without limitation, CERCLA; The Hazardous Materials Transportation Act of

1994, as amended, 49 U.S.C. § 5101, et seq.; the Resource Conservation and Recovery

Act of 1976, as amended, 42 U.S.C. §6901, et seq.; the Federal Water Pollution Control

Act, as amended, 33 U.S.C. §1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.

§2601, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Safe Drinking Water Act,

42 U.S.C. §300(f), et seq., the Federal Insecticide, Fungicide and Rodenticide Act, as

amended, 7 U.S.C. §136, et seq., the Occupational Safety and Health Act of 1970, 29

U.S.C. §651, et seq., orders, rules and regulations issued by the Missouri Department of

Natural Resources Division on Environmental Quality, and the ordinances, rules, and

permits of the City of St. Louis, and any other similar federal, state or local laws, or any

federal, state, or local laws relating to the environment or to hazardous or waste materials.

1.2. "CERCLA" means the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.

1.3. "Change Directive" has the meaning set forth in Section 9.4.B.

1.4. "Change Order" has the meaning set forth in Section 9.4.A.

1.5. "Commencement Date" means _________________, 2017.

1.6. "Completion Date" means 80 calendar days following the Commencement

Date. The Completion Date may be changed only by written Change Order or written

Change Directive in accordance with this Contract.

1.7. "Contract Documents" mean this Contract and all Exhibits hereto, the IFB,

the Proposal, and any other document listed in this Contract.

1.8. "Contractor-Related Person" has the meaning set forth in Section 14.1.A.

1.9. "Contract Sum" has the meaning set forth in Section 9.1.

1.10. "Contract Time" means the period of time beginning on the

Commencement Date and ending on the Completion Date. The Contract Time shall

initially be for a period of 80 days, unless increased or decreased by written Change Order

or written Change Directive in accordance with this Contract.

1.11. "EPA" means the United States Environmental Protection Agency, or any

successor agency.

1.12. "Event of Default" has the meaning set forth in Section 17.3.

1.13. "Final Completion", with respect to the Work, means that all Work,

including,

without limitation, all grading, disposal and compaction work, has been

completed in accordance with the

Contract Documents and has been accepted by Owner.

1.14. "Governmental Authorities" means governmental agencies, units or

officials having jurisdiction over the Work.

1.15. "Governmental Entity" means any court or any federal, state, or local

legislative or administrative body or governmental municipality, department, commission,

board, bureau, agency or authority.

1.16. "Hazardous Materials" means:

A. any substance, material, or waste that is included within the

definitions of "hazardous substances", "hazardous materials", "hazardous waste",

"toxic substances", "toxic materials", "toxic waste", or words of similar import in

any Environmental Law;

B. the substances listed as hazardous substances by the United

States Department of Transportation (or any successor agency) (49 C.F.R.

172.101 and amendments thereto) or by the EPA (40 C.F.R. 302 and amendments

thereto); and

C. any substance, material, or waste that is petroleum, petroleum

related, or a petroleum by-product, asbestos or asbestos containing material, lead

or lead containing materials, polychlorinated biphenyls, flammable, explosive, or

radioactive materials, Freon gas, radon, or a pesticide, herbicide, or any other

agricultural chemical.

1.17. "Improvements" mean all buildings, structures, and other improvements,

and all equipment and other physical

components of any of the foregoing located on the

Property.

1.18. "Legal Requirements" means laws, ordinances, rules, codes, regulations,

permits, licenses and legal requirements of any kind issued by any Governmental

Authority, to the extent they apply to the Work under the laws of the state of Missouri and

as to the obligations of the Parties generally under this Contract.

1.19. "OSHA" means the United States Occupational Safety and Health

Administration, or its successor.

1.20. "Outstanding Work" has the meaning ascribed to it in Section 17.8.

1.21. "Owner Indemnified Person" or "Owner Indemnified Persons" has the

meaning set forth in Section 14.1.

1.22. "Owner's Certificate of Acceptance" has the meaning ascribed to it in

Section 11.1.

1.23. "Property" or "Site" has the meaning set forth in the Recitals.

1.24. "Proposal" has the meaning set forth in the Recitals.

1.25. "Project" has the meaning set forth in Section 2.1.

1.26. “Subcontractor” means any person or entity under a direct contract with

Contractor to perform any

part of the Work, supply any materials to be incorporated into

the Work, or to supply any tools,

equipment or other articles or services to be used in the

Work.

1.27. "IFB" has the meaning set forth in the Recitals.

1.28. "Work" has the meaning set forth in Section 4.1.

Section 2. Project Description and Contract Documents.

2.1. Contract Documents. The Contract Documents are incorporated in

to this

Contract by this reference for all purposes and constitute the entire and integrated

agreement between Owner and Contractor. If anything contained in any of the Contract

Documents other than this Contract is inconsistent with this Contract, this Contract shall

govern.

2.2. Site and Project. The Work under this Contract and the

Contract

Documents is generally described as the demolition of the Improvements and the

disposal of all debris relating thereto (the “Project”).

2.3. Ownership of Improvements Being Demolished. On execution of this

Contract,

solely for the purpose of performance under this Contract,

all right, title and

interest in and to the Improvements shall be deemed

to be vested in Contractor, subject

to the provisions of the Contract Documents. No right, title,

property or interest in and to

the land on which the improvements stand is created, assigned,

conveyed, granted, or

transferred to Contractor, or any other persons, except only the license to enter onto the

Property to

demolish and remove the improvements in strict accordance with the Contract

Documents. If

Owner terminates this Contract in accordance with the Contract

Documents, title to the

Improvements remaining on the Site as of the date of

termination revert to and vest in Owner without

release or prejudice to claims between

the parties.

Section 3. Commencement and Completion of the Work.

3.1. Commencement and Completion Dates. Contractor shall commence the

Work

on or before the Commencement Date and shall complete the work on or before the

Completion Date.

3.2. Timely Completion Required. Time is of the essence under this Contract.

The

time for completion of the Work shall not be extended except as agreed by Owner

and Contractor

by a written Change Order signed by both Owner and Contractor or by

Change Directive.

3.3. Delay. If the Project is not completed on or before the Completion Date,

then,

in addition to all other rights and remedies Owner may have under this Contract, Contractor

shall pay to Owner the sum of $100 per day for each calendar day beyond the

Completion Date until the

Project is completed. If Contractor is delayed at any time in the

progress of the Work, for any reason other than an act of neglect by Contractor or any of

Contractor's agents, employees, consultants or Subcontractors (including, without limitation,

any act or neglect of Owner or any of Owner's agents, employees or consultants), then, in

such event, Contractor's sole remedy shall be an extension of the Contract Time. Contractor

must notify Owner in writing within 7 days after the commencement of any event for which

Contractor shall be entitled to a Contract Time extension under this Section 3.3 (it being

expressly understood that requests made subsequent to such 7 day period shall not be

eligible for extension), and any such adjustment in the Contract Time shall be memorialized

in a written Change Order.

Section 4. Work.

4.1. Work. Contractor shall provide all necessary labor, professional services,

supervision, materials, tools, accessories, equipment, permits, fees, testing, inspections,

and

certifications which may be necessary to properly complete the Project to the

satisfaction of

Owner and all applicable Governmental Authorities in accordance with the

Contract Documents and all Legal Requirements (the “Work”). The term "Work", as used

herein, includes all demolition,

services, labor, materials, tools, machinery, equipment,

transportation, disposal, permitting,

utilities, and other facilities and services necessary for

the proper execution and completion of the

Work.

4.2. Scope of Work. The specific Work to be performed under this Contract is

generally described as follows:

The dismantling, leveling and demolition of all Improvements,

including, without limitation,

buildings, below-grade foundations,

parking areas, driveways, utility installations

owned by Owner located

on or under the Site; removal and proper disposal of all

debris

resulting from such Work; and proper compaction and grading of the

Site

following the removal of all improvements and debris therefrom.

The Work

expressly includes identification and remediation, removal

and proper disposal of

asbestos and polychlorinated bi-phenyls

comprising a portion of the

improvements (as opposed to any such

substances improperly released into the

environment).

4.3. Environmental Services. Any environmental consulting or engineering

services

forming a part of the Work shall be performed by a licensed engineer employed

by Contractor.

Such Work may include inspection and testing of possible asbestos,

polychlorinated bi-phenyls, or other Hazardous Materials, permitting for removal and

disposal work, establishing Hazardous Materials safety and

handling programs and other

related Work in accordance with all Applicable Environmental Laws.

4.4. Workmanlike Manner and Compliance with Laws. Contractor shall complete

the

Work in a first class, good and workmanlike manner in accordance with the terms of this

Contract,

and generally accepted engineering practices adopted by firms performing

services of a similar

nature to the Work. Contractor shall comply with all federal, state

and municipal laws, codes,

ordinances, rules and regulations and other Legal Requirements

effective where the Work is to be performed.

4.5. General Requirements. Subject to additional requirements as set forth in the

Contract Documents, Contractor shall perform the following duties in

connection with the

Work:

A. Utilities. Contractor shall contact all relevant utilities to (1) ensure that

service has been disconnected; (2) to determine the location of any underground

utilities located

at the Site; and (3) to properly cap off all utilities as appropriate in

accordance with all applicable Legal Requirements.

B. Fill and Compaction. Any depressions resulting from the removal of

underground utilities, building foundations or other items shall be filled to grade with

clean fill and

compacted to 95%.

C. Grading. Following the removal of all on-grade improvements,

underground improvements and debris, Contractor shall grade all disturbed surface

areas.

D. Disposal of Hazardous Materials. Asbestos, polychlorinated bi-

phenyls

and other Hazardous Materials, if any, shall be disposed of in a properly

licensed facility in

accordance with all Applicable Environmental Laws or other Legal

Requirements. Contractor shall provide Owner with a list of all disposal

facilities for

approval prior to disposing of any Hazardous Materials. Contractor shall promptly

provide all original waste manifests and other evidence of

proper disposal following

removal of any Hazardous Materials from the Site.

4.6. Salvage. Contractor shall have salvage rights to all components of the

Improvements to the Site, except only any asbestos containing materials, equipment

containing

polychlorinated bi-phenyls or any other Hazardous Materials, which must be

disposed of as

provided for herein.

4.7. Safety. Contractor further agrees that it will, during the performance of the

Work,

take proper precautions to prevent injury or damages to persons or property,

including without

limitation providing, erecting, and maintaining all reasonable, necessary,

or required safety

devices for its employees and flagmen, erecting proper barricades and

other safeguards around

its Work, and posting danger signs and other warning devices

where warranted by the nature of

the existing condition of the Work. In any event, Contractor

shall promptly and properly

replace any safety devices provided by others or Contractor

and which are disturbed by Contractor’s operations or forces hereunder. Contractor shall

take all necessary steps to protect

and secure its Work, materials, tools, scaffolding,

equipment, buildings, trailers, and work shacks

from vandalism, theft, and fire damage

and Owner shall not be responsible for losses or

damages to such items. Contractor shall

be responsible for initiating, maintaining, and

supervising safety precautions and programs

in connection with the performance of its Work

hereunder. Contractor shall take all

reasonable precautions for the safety of and shall

provide all reasonable protection to

prevent damage, injury or loss to: (i) all Contractor’s

employees on the Project and all other

persons on or near the Project Site who may be affected

by Contractor’s operations; (ii) all

the Work and all materials and equipment used in

connection with the performance of the

Work, whether on or off-site, under the care, custody, or

control of Contractor or any of

Contractor’s Subcontractors; (iii) other property at the Site

or adjacent thereto; and (iv) the

work of Owner or other separate contractors. When the use

or storage of explosives or other

hazardous materials or equipment is necessary for the execution

of the Work, Contractor

shall exercise the utmost care and shall carry on such activities under the

supervision of

properly qualified personnel and in accordance with all applicable Legal

Requirements.

Contractor shall properly remedy all damage or loss to any property referred to

herein

caused in whole or in part by Contractor, any of its Subcontractors, or anyone directly

indirectly employed by any of them or anyone for whose acts any of them may be liable and

for

which Contractor is responsible hereunder. The foregoing obligation is in addition to

Contractor’s indemnification obligations set forth elsewhere herein. Owner will not in any

manner be answerable or

accountable for any loss or damage that shall or may happen

to the Work or any part or parts

thereof respectively or for any of the equipment, materials

or other things used and employed in finishing and

completing the Work, or for injury to

any person or persons, either workers or the public, or for

damage to property.

Section 5. Representations and Warranties of Contractor. Contract hereby

represents and warrants to Owner and Owner's successors and assigns as follows:

5.1. Qualifications. Contractor is a

______________ duly organized, existing,

authorized to do business, and in good standing under the

laws of all jurisdictions under

which the Work is to be performed. Contractor is duly authorized to

enter into this Contract

by signature set forth herein. Contractor is skilled and experienced in the

Work to be

provided pursuant to this Contract, and is familiar with and knowledgeable about

Applicable Environmental Laws and Legal Requirements.

5.2. Site Inspected. Contractor has inspected the Site and is satisfied with the

improvements, the surface and

subsurface of the Site, available labor supplies, available

materials and supplies, and all other

matters that could, in reasonable probability, affect

the nature of and cost to perform the Work.

No adjustments shall be made to the Contract

Sum for concealed or unknown conditions except

to the extent that the same could not

have reasonably been discovered or anticipated by a

competent contractor using its best

efforts to determine the scope of the Work based upon typical

conditions in the vicinity of

the site of the Work.

5.3. Good and Workmanlike Work. Contractor will provide and complete the Work

in a good and workmanlike, first class, manner, to

the best of Contractor's art and skill, and

in accordance with the Contract Document, all Legal Requirements and all Applicable

Environmental Laws.

5.4. Licenses and Permits. Wherever

necessary, Contractor shall obtain all

licenses and permits required to perform the Work.

5.5. Work Will be Done in Compliance with Laws. Contractor shall comply with

all Applicable Environmental Laws, and all federal,

state and municipal laws, codes,

ordinances, rules, regulations and other Legal Requirements effective where the Work is to

be performed, with regard to safety, health, environment, or otherwise. Contractor, for itself

and

on behalf of its employees, agents, assigns and Subcontractors, agrees to comply with

all safety

directives of Owner’s personnel and representatives. Failure to follow Owner’s

safety directives

and regulations is grounds for immediate termination of this Contract

without recourse and

notwithstanding any other provision of this Contract.

Section 6. Permits. Prior to conducting any physical demolition work at the

Site, Contractor shall obtain all demolition,

asbestos removal and other permits required

to perform the Work, and shall provide all required

notices to utilities and government

agencies, if any, required to perform the Work, the costs of

which are included in the

Contract Sum.

Section 7. Conducting and Supervising Work.

7.1. Contractor Soley Responsible for Means, Methods, Techniques,

Sequences and

Procedures. Contractor shall use its best skill in attention in supervising

and directing the Work

and shall have full control over and sole responsibility for the

means, methods, techniques,

sequences and procedures of the Work and shall

coordinate the Work with any other work being

done by Owner or Owner’s separate

contractors. Contractor shall be responsible for worksite

safety, but shall at all times

comply with any safety rules or programs maintained by Owner at the

Site. Contractor

shall be responsible for all acts and omissions of Contractor’s employees, agents,

Subcontractors, licensees and invitees at the jobsite or elsewhere while acting in

connection with

the Project. Neither Owner nor Owner's officers, directors, employees or

agents shall be responsible for Contractor’s (a) means, methods, or techniques; (b) safety

precautions or programs; (c) acts or

omissions; or (d) failure to carry out the Work in

accordance with the Contract Documents, Applicable Environmental Laws or applicable

Legal Requirements.

7.2. Jobsite Order. Contractor shall maintain good order at the jobsite at all

times and

shall not permit unqualified personnel to work on the Project. Contractor shall

not permit the use

of drugs or alcohol by its employees or those of its Subcontractors on

the site and shall

immediately remove from the Site any such person under the influence

of drugs or alcohol.

Section 8. Subcontractors. Contractor shall supply to Owner

a list of

any Subcontractors to whom Contractor expects to perform work valued in excess of

$2,500.00. Each such subcontract shall: (a) require that such Work be performed in

accordance with

the requirements of this Contract; (b) waive all rights the Subcontractor

may have against Owner

for damages caused by fire or other casualty; (c) require the

Subcontractor to carry and maintain

liability insurance in an amount not less than those

set out in Exhibit "D" and to

furnish a certificate of such insurance naming Owner and

Owner's officers and directors as additional insureds

as set out in Exhibit "D" prior to entry

on the Site.

Section 9. Contract Sum.

9.1. Amount. For all Work required under this Contract, Owner agrees to

pay to

Contractor the fixed fee of the following amount except as modified by Change

Order or Change Directive (“Contract

Sum”): $______________________

9.2. Amount Changed Only by Change Order. Notwithstanding anything to the

contrary contained in this Contract, it is the specific intent of Owner and of Contractor

that the

Contract Sum may not, under any circumstances, be increased, other than by

a written Change

Order signed by authorized representatives of both Owner and

Contractor or by Change Directive.

9.3. Amounts Outside of Contract Sum. Contractor agrees that it will not

perform any

work outside the scope of this Contract prior to receipt of a signed Change

Order or Change Directive from Owner. Any

such additional work performed without a

Change Order or Change Directive shall not be subject to reimbursement by

Owner.

Contractor will be solely responsible for all its costs and expenses incurred in connection

with this Contract that are not specifically provided for herein or in a written Change Order

or Change Directive. This

provision is of the highest importance to Owner and Owner

would not have entered into this

Contract absent this provision.

9.4. Changes in the Work.

A. A "Change Order" is a written agreement signed by Owner and

Contractor stating their agreement upon a change in the Work, the amount of the

adjustment of the Contract Sum, if any, and the extent of the adjustment in the

Contract Time and Completion Date, if any.

B. A "Change Directive" is a written order prepared by Owner directing

a change in the Work and stating a proposed basis for adjustment, if any, in the

Contract Sum or Contract Time, or both. Owner may by Change Directive, without

invalidating this Contract, order changes in the Work within the general scope of

the Contract Documents consisting of additions, deletions or other revisions, with

the Contract Sum and/or Contract Time being adjusted accordingly. A Change

Directive shall be used in the absence of total agreement on the terms of a Change

Order.

C. Changes in the Work may be accomplished after execution of this

Contract, and without invalidating this Contract, by Change Order or Change

Directive, subject to the limitations stated in this Section 9.4 and elsewhere in the

Contract Documents. A Change Order shall be based upon agreement among

Owner and Contractor. A Change Directive issued by Owner may or may not be

agreed to by Contractor, however Contractor shall perform the changes in the

Work under applicable provisions of the Contract Documents, and Contractor shall

proceed promptly to perform all such changes in the Work (including, without

limitation, under a Change Directive whether or not agreed to by Contractor) even

if Contractor does not sign the Change Directive.

D. A Change Directive signed by Contractor indicates the agreement

of Contractor therewith, including adjustment in the Contract Sum and/or Contract

Time or the method for determining same. Such agreement shall be effective

immediately and shall be recorded as a Change Order.

E. No more than 10% profit and overhead will be allowed on any

change order.

Section 10. Taxes.

10.1. Sales Tax Exempt. As a tax exempt organization, Owner is not subject to

the

payment of sales, consumer, use and similar taxes. Contractor shall take all steps

and execute

such instruments as may be necessary to enable Owner to claim its

exemption from the State of

Missouri

Sales Tax for goods, materials, fuel or other

materials incorporated, used or

consumed in the Work. All savings resulting from such

tax exemptions shall be for the sole

benefit of Owner.

10.2. Contractor Incurred Taxes. Contractor shall pay sales, consumer, use and

other

similar taxes which are legally enacted as of the date of this Contract and incurred

by Contractor

in the Work. Notwithstanding anything in the Contract Documents to the

contrary, the Contract

Sum includes all sales, use, consumer, and similar taxes in

effect, or announced to become

effective on or before the date of this Contract and

Contractor shall pay all such amounts directly

to the appropriate authorities.

10.3. Taxes on Contractor’s Business. Contractor shall bear and pay any and

all

liabilities or claims for any income taxes, profits taxes, property taxes on Contractor’s

equipment

and other personal property, stamp taxes, document taxes, excise taxes,

import taxes or duties,

surtaxes, surcharges or any other taxes or governmental charges

which any governmental

authority claiming jurisdiction over the Contract may impose,

assess or levy against Contractor on

account of or resulting from Contractor’s execution

of or performance under the Contract.

10.4. Employee Benefits. Contractor further agrees to withhold from wages,

salaries,

fees or other remuneration of its agents, servants, employees, or sub-

contractors, all taxes and

contributions imposed or required by any law for any

employment insurance, pensions, old age

retirement funds or similar purposes or any

other sums required to be withheld by the laws of the

State of Missouri and to pay the

same when due to the proper authorities.

Section 11. Payment of Contract Sum.

11.1. Final Completion and Invoice. After Contractor has completed all of the

Work in accordance with the Contract Documents, Contractor shall notify Owner in

writing. When Owner is satisfied Contractor has completed the Work in accordance with

the Contract Documents, Owner shall notify Contractor of final acceptance of the Work

by issuance of an "Owner's Certificate of Acceptance" in such form determined by Owner.

Upon receipt of the Owner's Certificate of Acceptance, Contractor shall deliver to Owner

an invoice for the entire Contract Sum along with the following documents:

A. an affidavit or final waiver of lien, in such form as Owner may

request, certifying payment of its Subcontractors, laborers, suppliers and

materialmen;

B. releases and/or final waivers of the Subcontractors or materialmen

of Contractor of liens arising out of or in connection with performance of the Work

as Owner may request; and

C. a release by Contractor of all claims against Owner arising out of

the Contract Documents and/or performance of the Work.

11.2. Payment of Final Invoice. Owner shall pay the Contract Sum to Contractor

within 30 days after Owner's receipt of the final invoice and all of the items listed in Section

11.1, all to the reasonable satisfaction of Owner. Neither final payment nor issuance of

the Owner's Certificate of Acceptance shall affect or impair Owner's rights with respect to

any defect in or nonconforming Work or any other breach or right or remedy under the

Contract Documents.

11.3. Inspections. Prior to making the final payment required, Owner

(individually or through its architect or other consultants) shall have the right, but not the

obligation, to conduct inspections of the Work to determine the level of completion of

the

Work, the quality thereof and the compliance of the Work with the Contract

Documents and all applicable

codes, ordinances, regulations or other Legal

Requirements. Should Owner elect to retain a consultant for such

inspections, such

consultant shall have the authority, in the consultant’s sole discretion, to reject

all

nonconforming Work and to make recommendations to Owner regarding issuance or non-

issuance of the Owner's Certificate of Acceptance.

11.4. Withholding Payments. Payments may be withheld by Owner for any of

the

following reasons:

A. Contractor fails to correct defective or non-conforming Work;

B. Claims or liens have been filed or threatened;

C. Contractor has failed to make timely and adequate payments

Subcontractors or others;

D. Contractor has failed to carry out the Work in accordance with this

Contract;

E. Owner force places insurance on behalf of Contractor in

accordance with Section 15.2;

F. Any cost or expense incurred by Owner to cancel or discharge one

or more liens as provided in Section 12;

G. All damages Owner has suffered under this Contract as provided

for in Section 17.6; and

H. The amount, if any, by which the costs incurred by Owner to

complete the Work exceed the balance of the Contract Sum at the time of

termination, and any other losses incurred as a result of Contractor's default, as

provided for in Section 17.9.

11.5. No Representation. Any payment made by Owner to Contractor shall not

thereby be deemed to represent that Owner has made an exhaustive or continuous

on-Site

inspection to check the quality or quantity of the Work, or that Owner has

reviewed the means,

methods, techniques, sequences, or procedures used to perform

the Work, or that Owner has

made an examination to ascertain the purposes for which

Contractor has used the monies

previously paid to Contractor, if any, pursuant to the

Contract. No payment by Owner shall constitute an

acceptance of any Work that is

defective or otherwise not in accordance with this Contract.

Section 12. No Liens. Contractor agrees that any monies it shall receive in

payment for Work performed under this

Contract, other than the portion of such

payments being a part of Contractor’s fee for services

rendered under this Contract and

remaining after payment in full of all expenses associated with

the Work, shall be received

in trust and used to discharge its financial obligations with respect to

such Work.

Contractor further agrees that it will not file or cause to be filed any mechanic’s lien

for

labor performed or to be performed unless Owner. Contractor further agrees that if any

Subcontractor holding a subcontract from it or any materialman supplying materials to it

or anyone

claiming by or through it or any such Subcontractor or materialman shall file

or cause to be filed

any lien, Contractor will, upon notice from Owner, cause such lien to

be canceled and discharged

within 15 calendar days from such notice; and in the event

of Contractor’s failure to do so, Owner shall have the right to cause such lien to be

canceled and discharged, and in that event any

expense so incurred by Owner,

including the premiums upon any bond furnished for such

cancellation and discharge

and reasonable attorneys’ fees and disbursements, shall be paid by

Contractor, or at

the option of Owner, shall be deducted from any payment then due or thereafter

becoming

due from Owner to Contractor.

Section 13. Environmental Matters.

13.1. Notification of Presence of Hazardous Materials. Owner has notified

Contractor

that it anticipates that the improvements to be demolished contains various

asbestos containing

materials, lead paint and other Hazardous Materials, including but

not limited to, transformers

and/or other electrical equipment containing polychlorinated

bi-phenyls which are located at the Site.

Contractor has represented to Owner that it has

experience in handling Hazardous Materials, has

inspected the Site for the presence of

Hazardous Materials and has included the cost of

remediation and disposal of such

Hazardous Materials in the Contract Sum.

13.2. Release Reporting.

A. Immediate Reporting Requirements. Contractor shall immediately

report a release to all appropriate agencies and to Owner in the event a release

occurs during the

performance of the Work that requires immediate reporting to

one or more federal, state or local

agencies pursuant to applicable law including

but not limited to the Emergency Planning and

Community Right-To-Know Act

of 1986, CERCLA, the Clean Water Act and the Oil

Pollution Act of 1990. The

term, “immediate reporting” shall mean those instances where

reporting is required

within 15 minutes of the incident such that it is not practical to contact Owner

prior

to making such report.

B. Other Reporting Requirements. Except for releases subject to

Subsection 13.2.A above, Contractor shall promptly advise Owner in writing of

any condition

which it reasonably believes requires reporting, the appropriate

agencies that should receive

reports and the time period in which reports should

be provided. Owner shall be responsible for

making all such reports unless

otherwise agreed in writing. Contractor shall assist Owner in

preparing such

reports at the request of Owner.

C. Contractor Reporting Requirements. In the event Contractor is

specifically required by applicable federal, state or local laws, regulations or

ordinances to

independently report any release to any appropriate agency,

Contractor shall advise Owner in

writing of such requirement and shall provide

copies of all such intended reports to Owner prior to

making such reports.

Contractor shall use its best efforts to coordinate any reports it is

independently

required to make with Owner.

13.3. Process and Compliance. In addition to other provisions of this Contract,

Contractor shall provide all engineering methods and follow all work practices required

to meet

the exposure limits as required by OSHA Standards at 29 C.F.R. §§ 1910.1001

and

to prevent emissions of particulate asbestos material to the outside air as required by

EPA

Regulation 40 C.F.R. Part 61, Subpart M (the "Asbestos Regulations"). Prior to the

start of work, Contractor shall provide

Owner with a copy of Contractor's asbestos

removal procedure. Contractor shall provide employees with training on Contractor's

asbestos removal

procedures and Contractor shall so indicate in writing to Owner,

immediately, any deviation

from these procedures. Contractor, when required by EPA

Regulations, shall provide the EPA

regional administrator with written notice of intention

to remove asbestos and this notice shall

include all EPA required information. This

written notice shall be sent by certified mail, return

receipt requested. Owner shall be

given a copy of this written notice and a copy of the EPA

returned receipt prior to the

start of asbestos removal. Contractor shall also provide all

notices, plans, and other

documents as required under the Asbestos Regulations and shall provide Owner with a

copy of all such notices. Contractor shall provide Owner with copies of all truck asbestos

hauling

permits, dumping receipts, monitoring test results, and any and all documentation

as may be

required by the Asbestos Regulations. Prior to the start of work, Contractor

shall provide

Owner with the names and social security numbers of all asbestos removal

employees and a

certification that employees are physically able to use respirators

without any danger to their

health and further certifying that they have received all of

the required training and medical

examinations. Contractor shall maintain a current daily

log of personnel entering the sealed

asbestos removal work area and copy Owner daily.

Contractor shall provide all personal

protective equipment, as required by OSHA

Standards 29 C.F.R. §§ 1910.1001, for

its employees. Contractor’s Asbestos Removal

Procedure shall include an established

respirator program which shall provide training

in the use of, and testing for proper face fit of,

any respirator for all asbestos removal

employees as required by OSHA Standard 29 C.F.R. §§

1910.1001 and the American

National Standards Institute “Practices For Respirator

Protection,” ANSI Z88.2-2015 and

the "American National Standard for Respiratory Protection – Respirator Use – Physical

Qualifications for Personnel," ANSI Z88.6-

2006. Contractor shall provide all

personal

protective equipment to Owner’s personnel or any state or

other Governmental Authority

who may be required to inspect the work. Contractor shall provide

or make available at

its cost, medical examinations relative to exposure to asbestos as required

by OSHA

Standards 29 C.F.R. §§ 1910.1001. Contractor shall provide for all

personal and

environmental monitoring by a qualified person or an Industrial hygienist using the

OSHA

Standards 29 C.F.R. §§ 1910.1001 methods with the samples tested by a

Laboratory

accredited by qualified agencies. Contractor shall retain all Project records as

required by

OSHA Standards 29 C.F.R. §§ 1910.1001 for a period of 20 years or

longer as may be

required by State or local regulations.

Section 14. Indemnification.

14.1. Indemnification. To the fullest extent permitted by applicable law,

Contractor shall defend, indemnify and hold harmless Owner and its officers, directors,

employees or agents (collectively, the "Owner Indemnified Persons", and each,

individually, an "Owner Indemnified Person" from and against:

A. all claims, damages, losses and expenses, including attorneys’

and consultants’ fees, arising out of the failure, in whole or in part, directly or

indirectly, of Contractor, any Subcontractor, any material or equipment supplier,

or anyone directly or indirectly employed by them and all other persons for whom

contractor may be legally liable (collectively, the "Contractor-Related Persons",

each, individually, a “Contractor-Related Person”) to comply with Applicable

Environmental Laws; Contractor’s advising or instructing Owner in contravention

of Applicable Environmental Laws; or the release or disturbance of Hazardous

Materials by any Contractor-Related Person. Contractor hereby agrees to

indemnify, defend and hold all Owner Indemnified Persons harmless from and

against any and all costs, penalties, fines, remediation expenses, accountants’,

experts’

and attorneys’ fees and costs of litigation in the event of any allegation of

improper disposal of Hazardous Materials by any Contractor-Related Person in

connection with this Contract. This Section 14.1.A is intended to indemnify Owner

Indemnified Persons from liability even in the event of any Owner Indemnified

Person’s contributory or concurrent negligence or strict liability;

B. all claims, damages, losses, expenses, liabilities and judgments

which may be made, asserted or entered against Owner or any other Owner

Indemnified Person (including attorneys', consultants' and experts' fees), which

arise from, are incident to, grow out of or are connected with bodily injuries to any

person, (including Contractor-Related Persons), or damage to any property,

caused in whole or in part by Contractor or any other Contractor-Related Person

(except to the extent caused by the sole negligence of any Owner Indemnified

Person). Contractor hereby waives any immunity provided for by the applicable

workers compensation laws so that this indemnity may be enforced against

Contractor for any action brought against any Owner Indemnified Person by any

employee or alleged employee of Contractor;

C. any claims, damages, losses, expenses, liabilities and judgments

which may be made, asserted or entered into against any Owner Indemnified

Person based upon or arising from any actual or claimed infringement of patents,

trademarks, service marks, trade secrets, mask work rights, or copyrights with

respect to any process, product, equipment or apparatus, goods or materials

supplied by Contractor or any other Contractor-Related Person in connection with

any of their performance hereunder or the Work (except to the extent such

infringement arises solely and directly out of Contractor's compliance with Owner's

written specifications for such item of equipment or material); and

D. any and all liability imposed by reason of Contractor’s or any other

Contractor-Related Person's actual or asserted violation of laws, regulations,

ordinances, or other rules of government or any quasi-governmental body or

agency, including but not limited to, actual or alleged failure to pay taxes or other

governmental fees or charges.

14.2. Deduction from Payments to Contractor. Any loss or damage incurred by

Owner in connection with the foregoing may be deducted from compensation then due or

to become due to Contractor hereunder, which deduction shall be in addition to any other

remedies that Owner may have hereunder.

14.3. Survival. The Indemnities in this Section Section 14 shall survive the

completion of the Work or the earlier termination of this Contract.

14.4. Notification. Contractor shall promptly advise Owner in writing of

any

action, administrative or legal proceeding or investigation as to which this

indemnification

may apply, and Contractor, at its own expense, shall assume on behalf of

the Owner-Related

Persons, and conduct with due diligence and in good faith the

defense thereof with counsel

satisfactory to the Owner-Related Persons; provided,

however, that the Owner-Related Persons

shall have the right, at their option, to be

represented therein by advisory counsel of their own

selection and at their own expense.

In the event of failure by Contractor to fully perform in

accordance with this Section 14.4,

the Owner-Related Persons, each at its option, and without

relieving Contractor of its

obligations hereunder, may so perform, but all costs and expenses so

incurred by the

Owner-Related Persons in that event shall be reimbursed by Contractor,

together with

interest on the same from the date any such expense was paid by the Owner-

Persons until reimbursed by Contractor, at the highest lawful rate of interest allowed

under applicable usury law (or if no maximum rate is applicable, at the rate of 18% per

annum).

This indemnification shall not be limited to damages, compensation or benefits

payable under

insurance policies, workers compensation acts, disability benefit acts or

other employees' benefit

acts.

14.5. Modified to Comply with Law. It is agreed with respect to any legal

limitations now or hereafter in effect and affecting the validity or enforceability of the

indemnification obligation under this Section, such legal limitations are made a part of the

indemnification obligation and shall operate to amend the indemnification obligation to the

minimum extent necessary to bring the provision into conformity with the requirements

of such

limitations, and as so modified, the indemnification obligation shall continue

in full force and

effect.

Section 15. Insurance.

15.1. General and Specifications Exhibit. Attached hereto as Exhibit " D " are

specifications for insurance and bonds to be obtained and maintained by Contractor and

insurance to be obtained and maintained by Subcontractors. The specifications are in

addition to

the requirements set out in this Section 15. In the event of any conflict between

the specification

in Exhibit "D" and the requirements set out in the below sections of this

Section 15, the

specifications in the Exhibit "D" control and amend and supersede the

conflicting requirement set out

in the below sections of Section 15. Contractor will

maintain certificates and evidence of

insurance from all Subcontractors, enumerating,

among other information, the waivers of

subrogation in favor of and additional insured

status of the Owner Indemnified Persons, as required

by the Contract Documents.

Contractor will make such certificates and evidence of insurance

available to Owner

Indemnified Persons prior to commencement of the Work and thereafter upon

request.

The coverages and limits set forth in Exhibit "D" are minimum requirements and not a

determination as to all of the coverages and maximum limits that Contractor should

carry. The

failure of Owner to demand full compliance by Contractor or any Subcontractor

with respect

to the minimum coverages outlined in Exhibit "D" will not constitute a

waiver with respect to Contractors’ or the Subcontractors’ obligation to maintain such

coverages. Contractor hereby indemnifies Owner and all Owner Indemnified Persons

against any claims arising from Contractor’s or any Subcontractor of any tier's failure to

purchase and/or maintain the insurance coverages required by this Contract.

15.2. Forced Placed Insurance. In the event of any failure by Contractor to

comply

with the provisions of this Section, Owner may, without in any way compromising

or waiving any

right or remedy at law or in equity, on notice to Contractor, purchase such

insurance, at

Contractor's expense, provided that Owner shall have no obligation to do

so and if Owner shall

do so, Contractor shall not be relieved of or excused from the

obligation to obtain and maintain

such insurance amounts and coverages.

15.3. Contractor’s Liability Insurance. Contractor shall purchase from and

maintain in

a company or companies lawfully authorized to do business in the State of

Missouri such insurance

as expressly required by the insurance requirements in the

Contract Documents and as will

protect Contractor from claims set forth below which may

arise out of or result from Contractor’s operations and completed operations under the

Contract and for which Contractor may be legally liable, whether such operations be by

Contractor or by a

Subcontractor of any tier or by anyone directly or indirectly employed

by any of them, or by

anyone for whose acts any of them may be liable:

A. Claims under workers compensation, disability benefit and other

similar

employee benefit acts that are applicable to the Work to be performed;

B. Claims for damages because of bodily injury, occupational

sickness or

disease, or death of Contractor’s employees;

C. Claims for damages because of bodily injury, sickness or disease,

or death

of any person other than Contractor’s employees;

D. Claims for damages insured by usual personal injury liability

coverage;

E. Claims for damages because of injury to or destruction of tangible

property,

including loss of use resulting therefrom;

F. Claims for damages because of bodily injury, death of a person

or property

damage arising out of ownership, maintenance or use of a motor

vehicle;

G. Claims for bodily injury or property damage arising out of

completed

operations;

H. Claims involving contractual liability insurance applicable to

Contractor’s

obligations under Section 14; and

I. Pollution liability.

15.4. Limits, Occurrence and Claims-Made Basis. The insurance required by

this Section 15 and Exhibit "D" shall be written for not less than limits of liability specified

in the Contract Documents

or required by law, whichever coverage is greater. Coverages,

whether written on an occurrence

or claims-made basis, shall be maintained without

interruption from the date of commencement of

the Work until the date of final payment

and termination of any coverage required to be

maintained after final payment, and, with

respect to Contractor’s completed operations

coverage, until the expiration of five years

from final completion. Notwithstanding the foregoing,

such coverage required hereunder

shall not be written on a claims-made basis without the

advance express written consent

of Owner, which consent may be withheld or denied in Owner’s

sole discretion, and if

consent is not obtained then the insurance is to be written on an occurrence

basis. No

deductible or self-insured retention in excess of $10,000.00 is permitted without the prior

written approval of Owner. No policy may include an endorsement restricting, limiting

excluding coverage in any manner without the prior written approval of Owner.

15.5. Policies and Certificates of Insurance. Certificates of insurance acceptable

to Owner shall be filed with Owner prior to commencement of the Work and thereafter

upon

renewal or replacement of each required policy of insurance. The insurance policies

required by

this Section 15 and Exhibit "D" shall contain a provision that coverages

afforded under the policies

will not be canceled or allowed to expire until at least 30 days’

prior written notice has been given

to Owner. An additional certificate evidencing

continuation of liability coverage, including

coverage for completed operations, shall be

submitted with Contractor's final invoice and

thereafter upon renewal or replacement of

such coverage until the expiration of the time required

by Section 15.4. Information

concerning reduction of coverage on account of revised limits or

claims paid under the

general aggregate, or both, shall be furnished by Contractor with

reasonable promptness.

Prior to commencement of Work and thereafter as requested by Owner,

Contractor shall

provide Owner with a certified true and correct copy of the insurance of

Contractor’s and

such of the Subcontractors of any tier requested by Owner. When any required

insurance,

due to the attainment of a normal expiration date or renewal date shall expire,

Contractor shall supply Owner with certificates of insurance and amendatory riders or

endorsements that clearly evidence the continuation of all coverage in the same manner,

limits of

protection, and scope of coverage as was provided by the previous policy.

In the event any

renewal or replacement policy, for whatever reason obtain or required,

is written by a carrier other

than that with whom the coverage was previously placed, or

the subsequent policy differs in any

way from the previous policy, Contractor shall also

furnish Owner with a certified copy of the

renewal or replacement policy unless Owner

provides Contractor with prior written consent to

submit only a Certificate of insurance

for any such policy. All renewal and replacement policies

shall be in form and substance

satisfactory to Owner and written by carrier acceptable to Owner.

15.6. Endorsements. Contractor shall cause the commercial liability, auto and

umbrella liability coverage required by the Contract Documents to include (1) Owner

and Owner's officers and directors as additional insureds for claims caused in whole or

part by Contractor’s acts or omissions during Contractor’s operations; and (2) Owner

and Owner's officers and directors

as additional insured for claims caused in whole or in

part by Contractor’s acts or

omissions during Contractor’s completed operations. All

such liability policies carried and

maintained by Contractor must be endorsed to be

primary to any liability insurance policies

carried by the additional insureds with respect

to Contractor's operations hereunder. Waivers of

subrogation shall be provided in favor

of the additional insureds on general, auto, workers

compensation/employers, umbrella,

pollution and all other liability policies carried and maintained

by Contractor.

15.7. Bonds. Owner shall have the right to require Contractor to furnish

bonds

covering faithful performance of the Contract and payment of obligations arising

thereunder as stipulated in bidding requirements or specifically required in the Contract

Documents on the date of execution of the Contract. The payment bond shall be in the

statutorily

required amount and form and issued by an issuer acceptable to Owner. The

payment bond

shall not be on an AIA bond form. Any person, firm or corporation

executing a performance or

payment bond upon Contractor’s Work under the Contract

Documents, shall be deemed to

have consented in advance to any changes in the Work

made by order of Owner; any such

changes shall in no way alter or impair the

obligations of such person, firm or corporation

executing such a bond. The amount of

the bonds shall be written to increase with Change

Orders. Contractor shall obtain and

file with Owner bonds for any increases in the Contract Sum

as may be necessary to

effectuate coverage for increases in the Contract Sum. Issuer must be

at least a Best’s

Key Rating Guide A/VII company and listed on the United States Department of

the

Treasury’s List of Acceptable Sureties and Reinsurers, Treasury Department Circular

570. The Contractor shall keep

the surety informed of the progress of the Work, and,

where necessary, obtain the Surety's consent to and waiver of (1) notice of changes in

the Work; (2) request for reduction of release of

retention; (3) request for final payment;

and (4) any other material required by the surety. Owner may, in Owner's sole discretion,

inform the Surety of the progress of the Work and

obtain consents as necessary to

protect Owner's rights, interest, privileges, and benefits

under and pursuant to any bond

issued in connection with the Work. For contracts over $150,000 a 5% bid bond and 100%

performance bond and payment bond are required.

15.8. Property Insurance. The risk of loss to the improvements is to be borne

Contractor and Contractor waives and releases any claims on Owner’s property

insurance.

Section 16. Compliance with Law.

16.1. Covenant. Contractor agrees that it shall comply with, and shall cause all

Subcontractors, consultants, and engineers retained by Contractor to comply with

all

requirements of applicable law, including, without limitation, (1) any code or ordinances

of the

municipality where the Project site is located; (2) the requirements of the local board

of insurance

underwriters; (3) the provisions of any permits for the Work; (4) OSHA

rules and regulations; and (5) all Applicable

Environmental Laws and Legal

Requirements.

16.2. Changes in Laws. If after the date of this Contract there is a change in the

laws

applicable to the Work (including a change in any official interpretation thereof issued

by a court

or regulatory agency) that necessitates some modification to the performance

of any Work under

this Contract, and Contractor neither had knowledge nor could

reasonably have been expected to

have knowledge of such change prior to the date of

this Contract, Contractor shall prepare a

proposed

Change Order including the

modifications required by such change in law and, upon acceptance by Owner, the

Contract Sum

shall be amended accordingly. No adjustment in the Contract Sum shall be

made in the event of

any change in law that Contractor knew of or could reasonably be

expected to have knowledge of

as of the date of this Contract.

Section 17. Termination or Suspension.

17.1. Termination for Convenience. Owner may terminate this Contract or any

portion of the Work at any time, with or without cause, by 5 days prior written notice to

Contractor provided, however, that Owner shall compensate Contractor for the verifiable

direct cost of all Work properly performed and profit earned prior to Contractor's receipt

of notice and all of Contractor's reasonable, verifiable direct costs and expenses incurred

in demobilizing following any such termination. Under no circumstances is Contractor

entitled to reimbursement for any lost profits, lost opportunity costs, productivity losses,

lost efficiencies or any other direct, indirect or consequential damage or cost occasioned

by Owner's termination for convenience.

17.2. Suspension for Convenience. Owner may suspend performance of all or

any portion of the Work at any time, with or without cause, by 10 days prior written notice

to Contractor provided, however, that as Contractor's sole and exclusive remedy with

respect thereto, Contractor shall be entitled to a Change Order in accordance with 9.4.

During any such suspension, Contractor shall protect and secure the Work in such

manner as Owner may require at Owner's expense, if such suspension is for convenience.

Unless Owner otherwise directs, Contractor shall, at Owner's expense, if such suspension

is for convenience, maintain its readiness on or near the Site to proceed with the Work

upon Owner's further instructions. Contractor shall use its best efforts to use its material,

labor and equipment in a manner that will mitigate costs associated with such a

suspension. Following a suspension, Owner may at any time give Contractor notice to

continue with the suspended Work.

17.3. Events of Default. Each of the following circumstances or events shall

constitute an "Event of Default" by the party specified at the beginning of each sub-clause

below:

A. by either party, if: a proceeding is instituted against the party

seeking to adjudicate it as bankrupt or insolvent and such proceeding is not

dismissed within 60 days of filing; the party makes a general assignment for the

benefit of its creditors; a receiver is appointed on account of the insolvency of the

party; the party files a petition seeking to take advantage of any other applicable

laws relating to bankruptcy, insolvency, reorganization, winding up or composition

or readjustment of debts; or the party is unable to pay its debts when due or as

they mature;

B. by Owner, if Owner fails to pay any undisputed amount and such

failure continues unremedied for more than 30 days after first written notice thereof

by Contractor;

C. by Contractor, if Contractor fails to perform any material obligation

under this Contract and such failure continues and/or has not been remedied,

and/or the effects of such failure have not been remedied, in each case for more

than 15 days after first written notice thereof by Owner;

D. by Contractor, if Contractor fails to fully complete the Project within

10 days or more beyond the Completion Date;

E. by Contractor, if Contractor abandons performance of the Work

and such abandonment is not cured within 7 days after first written notice thereof

by Owner;

F. by Contractor, if any Contractor-Related Person is in breach of any

Applicable Environmental Laws and such breach is not cured within 7 days after

first written notice thereof by Owner; and

G. By Contractor, if Contractor fails to obtain or maintain, in full force

and effect, any insurance or permit required to be obtained by Contractor or its

Subcontractors pursuant to this Contract and such failure is not cured within 7

days after notice thereof.

17.4. Notice of Default. Any notice of default pursuant to Section 17.3 shall be

given in accordance with Section 18.1.

17.5. Termination for Default. Upon an Event of Default by a party, the other

party may by written notice to the defaulting party, effective immediately or on such other

date as the terminating party may specify, terminate this Contract, and (except as

expressly limited in this Contract) exercise all other remedies under the Agreement, at

law or in equity with respect to such termination and the relevant Event of Default.

17.6. Owner's Right of Set Off. Owner may, at its sole discretion, set off damages

Owner has suffered under this Contract against any amounts that may be due to

Contractor by Owner under this Contract.

17.7. General Obligations. If Owner elects to terminate this Contract pursuant to

this Section 17, Contractor shall, at Owner's request and at Contractor's expense, do the

following:

A. cease all Work, except such Work as Owner may specify in the

termination notice for the sole purpose of protecting that part of the Work already

executed;

B. terminate all subcontracts; except those to be assigned to Owner

pursuant to Section 17.7.C;

C. immediately assign to Owner title to all Work not already owned by

Company, all subcontracts and other contracts, all permits, licenses,

authorizations, approvals, patents and other Contractor required authorizations;

and

D. remove from the Site all machinery, tools, Hazardous Materials,

trash and debris as Owner may request.

17.8. Payment Obligations. If Owner terminates this Contract as a result of an

Event of Default with respect to Contractor pursuant to 17.5, Owner is not obligated to

make any further payments to Contractor until either (i) the Work that remained

outstanding on the date of termination (the "Outstanding Work") has been completed by

or on behalf of Owner, or (ii) Owner has decided to abandon the Project. Upon completion

of the Outstanding Work or abandonment of the Project (as the case may be), Owner

shall pay Contractor the portion of the Contract Sum applicable to all Work properly

performed in accordance with this Contract, subject to Company's right of set-off under

Section 17.9.

17.9. Owner Set Off Rights; Reimbursement by Contractor. Owner shall have

the right to deduct from the payment due to Contractor pursuant to Section 17.8 the

amount, if any, by which the costs incurred by Owner to complete the Work exceed the

balance of the Contract Sum at the time of termination, and any other losses incurred as

a result of Contractor's default. Under no circumstances is Contractor entitled to

reimbursement for any lost profits, lost opportunity costs, productivity losses, lost

efficiencies or any other direct, indirect or consequential damage or cost occasioned by

Company's termination in accordance with Section 17.5 as a result of Contractor's Event

of Default.

Section 18. Notices.

18.1. Method. Any notice to be given by either party to this Contract shall be

given in

writing and may be effected by personal delivery e-mail or sent by United

States Mail, postage prepaid, addressed as follows:

If to Owner:

Ranken Technical College

Attn: David Cadle/Derek Babcock

4431 Finney Avenue

St. louis, MO 63113

dlbabcock@ranken.edu

[email protected]

If to Contractor:

Attn:

Telephone:

E-mail:

18.2. Effective Date. Any notice sent in compliance with the requirements of this

Section 18

shall be deemed received on the earlier to occur of (i) the date such notice is

received

by the party or parties to whom such notice is addressed; (ii) three days

following the date such notice is deposited in a United States Post Office or other official

depository of the United

States mail; or (iii) if such notice is sent via e-mail, upon receipt

if received during recipient's normal business hours or at the beginning of the recipient’s

next business day after receipt if not received during the recipient’s normal business

hours.

Section 19. Miscellaneous.

19.1. Entire Contract. This Contract, including the Exhibits, contains the entire

Contract

between Owner and Contractor pertaining to the transaction contemplated by

this Contract and

fully supersedes all prior Contracts and understandings between

Owner and Contractor

pertaining to such transaction.

19.2. Conflicts. In the event there is any conflict among this Contract and the

Drawings, the provisions of this Contract shall be controlling, and in the event any

Drawings,

specifications, working drawings or similar project documents are not specific,

the better quality or

better quantity of work or materials shall be taken to be that specified

under this Contract.

Without in any way limiting the foregoing, Contractor covenants and

agrees that the quality of

workmanship and the quality of materials to be furnished under

this Contract shall be at least as

good as the quality of workmanship and materials

commonly used in projects for Owner or other

major industrial companies in the vicinity

of the site of the Work.

19.3. Attorneys' Fees. In the event of any controversy, claim or dispute between

Owner and Contractor affecting or relating to the subject matter or performance of this

Contract,

the prevailing party shall be entitled to recover from the non-prevailing party

all of the prevailing

party's reasonable expenses, including, without limitation, attorneys'

fees, accountants' fees and

court costs.

19.4. Binding Effect. This Contract shall not be binding upon either Owner or

Contractor unless and until both Owner and Contractor have executed this Contract

or any

counterpart hereof.

19.5. No Third Party Beneficiary. The provisions of this Contract and of any

other

documents to be executed and delivered in connection with the Project are and

will be for the

benefit of Owner and Contractor only and are not for the benefit of any third

party, and

accordingly, no third party shall have the right to enforce the provisions of this

Contract or of any

other documents to be executed and delivered in connection with the

Project.

19.6. No Assignment by Contractor. Contractor shall not sublet, assign, or

transfer this

Contract or any part thereof or any interest therein or contract any part of

the Work called for by

this Contract or permit the further subcontracting of any part thereof

without prior written notice to

Owner and without first obtaining the written consent of

Owner thereto. The Contractor

shall not subcontract any portion of the Work to any

proposed Subcontractor to whom Owner has

objection. Every such subcontract shall

require the Subcontractor to be bound by and to comply

with all the Contract Documents

and Contractor shall cause its Subcontractors to comply with all

the Contract Documents.

19.7. Rule of Construction. This Contract shall be construed without regard

to any

presumption or other rule requiring construction against the party causing this

Contract or any of

the provisions thereof to be drafted or prepared. If any words or

phrases shall have been stricken

out or otherwise eliminated, whether or not other

words or phrases have been added, this

Contract shall be construed as if the words

or phrases so stricken out or otherwise eliminated

were never included in this Contract

and no implication or inference shall be drawn from the fact

that said words or phrases

were so stricken out or otherwise eliminated.

19.8. Governing Law. This Contract shall be governed by and construed in

accordance with the substantive laws of the State of Missouri. Each of the parties hereby

irrevocably submits to and accepts the jurisdiction of any state or federal court sitting in

the City or County of St. Louis, Missouri, and each of the parties hereby irrevocably agrees

that any action may be heard and determined in such state or federal court.

19.9. Attorneys' Fees and Costs. In the event any legal action is taken under this

Contract, the prevailing party shall be entitled to have and recover from the losing party

reasonable attorneys' fees, cost of suit, and all other costs reasonably related to

enforcement of its rights under this Contract as determined by a court of competent

jurisdiction.

19.10. Counterpart and Electronic Signatures. This Contract may be executed in

counterparts, each of which shall be an original and all of which taken together shall

constitute one and the same agreement. Signatures transmitted by facsimile or electronic

mail (via pdf or other similar digital imaging method) shall constitute original signatures

for purposes hereof.

[Signature Page Immediately Follows]

SIGNATURE PAGE TO DEMOLITION CONTRACT

IN WITNESS WHEREOF, the parties hereto have, through their duly authorized

representatives, executed this Demolition Contract as of the date first above written.

OWNER:

Ranken Technical College

By:

Name:

Title:

CONTRACTOR:

By:

Name:

Title:

1969507_3.docx

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT B

INVITATION FOR BID

[See Attached]

EXHIBIT C

PROPOSAL

[See Attached]

EXHIBIT D

CONTRACTOR’S INSURANCE SPECIFICATIONS

Insurance

Minimum Limits

Other Requirements

Contractor’s Pollution Legal

Liability Insurance

$5,000,000 for each occurrence

and $10,000,000 aggregate

1. Scope. Such insurance shall cover any

environmental claims, liabilities, loss or damage to the

Job Site, adjoining properties, third parties, including

property damage, bodily injury, disease or disease and

transporter liability and properties contaminated

during transportation (“Claims”) caused by pollution

conditions that arise from the operations of Contractor

and its Subcontractors of every tier. Coverage shall

include Claims arising out discharge, dispersal,

seepage, migration, release or escape of Hazardous

Materials, and cover clean-up costs. Coverage shall

apply to sudden and non-sudden pollution conditions.

2. Defense Costs. Defense, including costs and

expenses incurred in the investigation, defense, or

settlement of claims, shall be provided outside of the

limit of liability.

3. Notice. Contain a provision for 30 days’ prior

written notice by insurance carrier to Owner required

for cancellation, non-renewal, or substantial

modification.

4. Waiver of Subrogation. Include a waiver of

subrogation by insurer as to Owner, and Owner's

officers and directors.

5. If Claims Made. If coverage is written on a claims-

made basis, Contractor warrants that any retroactive

date applicable to coverage under the policy precedes

the effect date of the Contract, and that continuous

coverage will be maintained on an extended discovery

period will exercised for a period of 5 years beginning

from the time that Work under this Contract is

completed.

6. Insureds. The policy shall be endorsed to include

as an insured Owner, and Owner's officers and

directors.

Disposal Site Operator

Contract is to furnish Owner evidence of pollution

legal liability insurance maintained by the disposal

site operator for losses arising from the insured

facility accepting waste under this Contract.

Coverage certified to Owner this paragraph must be

maintained in minimum amounts of $25,000,000 per

loss.

Worker’s Compensation

Statutory Limits (if state has

no statutory limit, $1,000,000)

1. Form. No “alternative” forms of coverage will be

permitted.

2. Waiver of Subrogation. Waiver of subrogation by

carrier as to claims against Owner and Owner's

officers and directors.

3. Rating. Issuer must be at least a Best’s Key Rating

Guide A/VII company.

Employer’s Liability

$1,000,000 each accident for

bodily injury by accident

$1,000,000 each employee for

bodily injury by disease

1. Waiver of Subrogation. Waiver of subrogation by

carrier as to claims against Owner and Owner's

officers and directors.

2. Rating. Issuer must be at least a Best’s Key Rating

Guide A/VII company.

Commercial General Liability

(Occurrence Basis)

$1,000,000 per occurrence

$2,000,000 general aggregate

$1,000,000 product-completed

operations aggregate limit

$1,000,000 personal and

advertising injury limit

$100,000 damage to

premises rented to you limit

$10,000 medical expense limit

1. Form. ISO form CG 00 01 or equivalent.

2. Insured Contracts. Coverage shall apply to but not

be limited to liability assumed by Contractor under

the Construction Documents (including the tort liability

of another assumed in a business contract).

3. Primary. This insurance shall be endorsed to

provide primary and non-contributing liability

coverage. It is the specific intent of the parties to this

Agreement that all insurance held by Owner shall be

excess, secondary and non-contributory.

4. Separation of Insureds. Separation of insured

language will not be modified.

5. Dedicated Limits. Aggregate limit of insurance (per

project) endorsement ISO CG 25 03, or equivalent.

6. Contractual Liability – “Personal Injury”. The

contractual liability exclusion with respect to “personal

injury” (as defined in ISO policies) will be deleted.

7. Defense. Defense will be provided as an additional

benefit and not included within the limit of liability.

8. Duration. This insurance will be maintained in

identical form, and amount, including required

endorsements, for at least 4 years following the Date

of Final Completion.

9. Additional Insureds. Owner and Owner's officers

and directors will be listed as additional insureds on

an ISO CG 20 26 or equivalent form of endorsement.

10. Waiver of Subrogation. Endorsed to provide for

carrier’s waiver of subrogation for claims against

Owner, its Regents and employees, and Owner’s

Architect.

11. Rating. Issuer must be at least a Best’s Key

Rating Guide A/VII company.

12. Prohibited Endorsements. The following

exclusions/limitations (or their equivalents) are not

permitted:

(a) Contractual Liability Limitation, CG 21 39 or

its equivalent.

(b) Amendment Of Insured Contract Definition,

CG 24 26 or its equivalent.

Premises or Project, CG 21 44.

(d) Any endorsement modifying or deleting the

exception to the Employer’s Liability

exclusion.

(e) Any “Insured vs. Insured” exclusion.

(f) Any type of punitive, exemplary or multiplied

damages exclusion.

Business Automobile Liability

(Occurrence Basis)

$100,000 combined single

limit

1. Form. ISO form CA 00 01 or equivalent.

2. Scope. Includes liability arising out of operation of

owned, hired and non-owned vehicles.

3. Rating. Issuer must be at least a Best’s Key Rating

Guide A/VII company.

Umbrella Liability Insurance

(Occurrence Basis)

Limits for liability policies may

be allocated between

underlying policies and an

umbrella liability policy, subject

to the Other Requirements of

these Specifications.

1. Scope. Written on an umbrella basis in excess over

and no less broad than the liability coverages

referenced above.

2. Coverage Dates. Inception and expiration dates will

be the same as commercial general liability

insurance.

3. Drop Down Coverage. Coverage must “drop

down” for exhausted aggregate limits under the

liability coverages referenced above.

4. Dedicated Limits. Aggregate limit of insurance per

location endorsement dedicating limits to the Project.

5. Rating. Issuer must be at least a Best’s Key

Rating Guide A/VII company.

Subcontractors’ Insurance

Unless waived by Owner in

writing in advance of a

Subcontractor’s commencing

Work, each Subcontractor of

every tier shall have liability

insurance coverage meeting the

same specifications as set out for

Contractor, including designating

on the commercial general liability

and automobile liability policies

that Owner and Owner's officers

and directors are additional

insureds by additional insured

endorsements acceptable to

Owner, and the insurers of the

liability policies shall waive rights

of subrogation against Owner and

Owner's officers and directors.

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