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Home My WebLink About2010-092 Stakeholder Contribution Agreement Resolution No. 2010-092 A RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO A STAKEHOLDER CONTRIBUTION AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND MID-AMERICA REGIONAL COUNCIL AS THE NON-FEDERAL SPONSOR WHEREAS, the Missouri River has exhibited degradation and scour of the riverbed, which has increased in recent years in the Kansas City area causing actual and potential damages to critical infrastructure along the river; and WHEREAS, the United States Army Corps of Engineers ("Corp") has conducted a Reconnaissance Study that documents the degradation impacts and recommends that a Missouri River Bed Degradation 5tudy ("Study") be conducted to determine the causes and potential solutions to the degradation; and WHEREAS, various public and private entities, including the Mid-America Regional Council ("MARC") and the City of Riverside, have agreed to enter into a Stakeholder Cooperative Agreement to set out the understanding and agreements between various interest parties for payment of the costs of the Study as well as input, in-kind contributions and decision making on all matters arising in connection with the Study; and WHEREAS, the City of Riverside desires to enter into a Stakeholder Contribution Agreement with MARC to specifically define its cash and in-kind cost contribution in support of the first phase of the Study as a companion agreement to the Stakeholder Cooperative Agreement; and WHEREAS, the Board of Aldermen find that in is in the best interest of the citizens of the City of Riverside that the City enter an agreement with MARC as set forth in Exhibit "A" attached hereto; NOW, THEREFORE, BE IT RESOLVED, by the Board of Aldermen of the City of Riverside, Missouri, as follows: THAT the Stakeholder Contribution Agreement by and between the City of Riverside and the Mid-America Regional Council, in substantially the same form as Exhibit "A" attached hereto, is hereby authorized and approved. FURTHER THAT the execution and delivery of the Agreement by the Mayor and/or City Administrator is approved, and such officials and city staff are hereby authorized to take such other actions reasonably necessary to carry out the intent of the Agreement on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. PASSED AND ADOPTED the Bo of Alder en and APPROVED by the Mayor of the City of Riverside, Missouri, the� of , 2010. � r Kathleen L. Rose � - �o � �� -v� ATTEST: � ��c .. � ' -n. C��c.e�t.P� o� Robin Littrell, City Clerk , Approved�as to Form: � � �, � ° � � f�ar,YCy Thomp n, City Attorney ( STAKEHOLDER CONTRIBUTION AGREEMENT THIS STAKEHOLDF.,R CONTRIBU I'ION AGREEMENT ("AgreemenY') is made an entered into as of the Effective Date, as hereinafter defined, by and between MID- AIv1ERICA REGIONAL COLTNCIL, a nonprofit corporation organized pursuant to both Missouri and Kansas laws and a wholly owned instrumentality of political subdivisions ("MARC") and the CITY OF RIVERSIDE, a municipality of the State of Missouri, ; (hereinafter, "STAKEHOLDER"), RECITALS: 1. The Missouri River has exhibited degradation and scour of the riverbed, which has increased in recent years, partieularly in the Kansas City area, causing actual and potential damages to critical infrastructure along the river, including but not limited to levees, water supply intake structures, utility intake structures, bridges and smaller infrastiucture on tributaries where head cuts and bank erosion are occurring. 2. The United States Army Corps of Engineers ("CORPS") has conducted a Reconnaissance Study that documents the degradation impacts and recommends that a Nlissouri River Bed Degradation, Missouri and Kansas, Feasibility Study ("STUDY") be conducted to determine the causes and potential solutions to the degradation. 3. MARC, as the "Non-Federal Sponsor" on be]ialf of several STAKEHOLDERs, is entering into a Feasibility Cost Sharing Agreement (FCSA) with the CORPS for the purpose of undertaking STUDY, to be conducted by the CORPS. 4. MARC together with the STAK�HOLDERS desiring to participate in the STUDY is entering into a Stakeholder Cooperative Agreement to set out the understanding and agreements in and among themselves for the payment of the costs of the STUDY as well as input, in-kind contributions and decision making on all matters arising in conr�ection with the STUDY. 5. STAKEHOLDER desires to enter into this Agreement with MARC to specifically define its cash and in-kind cost contribution in support of the first phase of the STUDY. 6. This Agreement is a companion agreement to the Stakeholder Cooperative Agreement, and as such, execution of both is required to fully set out STAKEIIOLD�R participation in the STUDY. 7. The terms used in this Agreement are uscd consistent with those same tenns as set forth or defined in the FCSA and the Stakeholder Cooperative Agreemeni. 1 � 8. It is anticipated that the STUDY will be conducted in three phases, with the first pliase of the STUDY to be completed within two federal fiscal years of tl�e commencemcnt of the STUDY, subject to available funding. NOW, THEREFORE, in consideration ofthe foregoing, the parties hereto hereby agree as follows: , ARTICLE I. TERM AND PURPOSE OF AGREEMENT I. Term and Effective Date. This Agreement shall become effective upon execution by all parties, (the "Effective Date") and will remain in effect until all payments required by this Agreement have been made, and performance of all in-kind contributions completed, imless amcnded by a mutual agreement of the parties hereto. 2. Purpose. This Agreement sets out the contribution that STAKEI IOLDER shall provide to MARC in support of the first phase of the STUDY, identifies the amount of cash and the payment schedule for same, and also identifies any in-kind contribution, including its description and estimated value, and the performar�ce schedule for such in-kind contribution. ARTICLE II S'TAKEHOLDER OBLIGATIONS 1. STAKEHOLDER hereby agrees ro provide a total of not less than thirty thousand dollars ($30,0�0.00) cash in support of the first phase of the STUDY 2. Pcrformance, including invoicing and other matters, as well as payment, shall be made as agreed to below and in the Stal:eholder Cooperative Agreement. 3. All rights and responsibilities in the Siakeholder Cooperative Agreement carry forward to this Agreement. ARTICLE III BILLING AND PAYMENTS I. Notification and Invoicing of STUDY Costs. The total Non-Federal Sponsor cash contributions for the STUllY will be requested by the CORYS on a fiscal year basis. The CORPS witl notify MARC of the amount of the Non-Federal contribution for the next fiscal year, whereupon MARC shall in turn submit such reyuest to the STAK�HOLDER Cotnmittce for approval. Upon approval of the CORPS' request by the STAKEHOLDER Committee, MARC shall issue an invoice to 2 STAKEHOLDER for its share of the costs for each fiscal year, in an amount up to the maximum amount set forth in Article II (1) above. 2. Billing of Payment. Within sixty (60) ctays of its receipt of such invoice, STAKEHOLDER shall pay to MARC tlie total amount due pursuant to such invoice, for remittance by MARC to the CORPS. 3. Installments. MARC may, at its discretion, agree that STAKEHOLDER may provide , the cash portion of any amount due pursuant to an invoice from MARC in installments. Any such agreement shall be made in writing, duly signed by both parties to this Agreement. ' 4. Failure to Pav Contrkbutions. No funds shall be disbursed by MARC for any I contribution period until contributions from all STAKEHOLDERS have been received. In the event that STAKEHOLDER fails to pay any contribution it is required to make pursuant to this Agreement within thirty (30) days after its due date, MARC shall send written notice of such nonpayment to all STAKEHOLDERS. If STAKE�IOLDER fails to cure the nonpayment within ten (] 0) days From the date of such written notice, then (i) every other STAKEHOLDER that is a party to the Stakeholder Cooperative Agreement shall have the option to require return of their respective contributions for the contribution period involved, (ii) MARC shall be under no obligation to remit any of said funds to the CORPS and (iii) the provisions of ARTICLE VII (Withdrawal and Ternlination) shall apply. ARTICLE IV CONSEN"I`S 1. STAKLHOLDER understands that MARC is required by the COKPS to obtain each STAKEHOLD�R's signature on the attached Certification Regarding Lobbying, and STAKEHOLDF,R hereby agrees to execute the attached Certification Regarding Lobbying. STAKEHOLD�R fi�rther acknowledges that MARC will provide such Certification to the CORPS and agrees to abide by its terms and conditions. IN WITNESS WHEROP, the parties hereto have caused this Agreement, and the 3 associated Stakeholder Cooperative Agreement, to be executed by their representatives, thereto duly authorized, as of the effective date as herein defined. MID-AME .A REGIONAL COUNCIL �y: � � Yrint ame: , Title: ,�( 2 'E��' p ' i �' Date: `j-.�o �/� � Its Authorized Representative CiTY OF RNERSIDE By: �L�,C.L�/ Print Name: ' � Title: ��7C1-yn/Z Date: J'� �' /Q' Its Authorized Representative 4 CERTIPICATION REGARDWG LOBBYtNG The undersigned certifies, to the best of his or her knowledge and belief that: (1) No Federal appropriated funds have been paid or �vill be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering � into of any cooperative agreement, and tl�e extension, continuation, renewal, amendment, or modification of any Federal contract', grant, loan, or cooperative agreement. (2) If any funds,qther than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federa] contract, grant, loan, or cooperative agreement, the undersigned shall camplete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subreeipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 �na not more than $100,000 for each such failure. U Name Title DATE: � ��U 5