HomeMy WebLinkAbout1047 Degradation Agreement BIIL NO. 2010-071 ORDINANCE NO. /D� �
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A COOPERATIVE
AGREEMENT WITH VARIOUS PUBLIC AND PRIVATE STAKEHOLDERS AND THE MID-
AMERICA REGIONAL COUNCIL TO PROVIDE FOR THE PERFORMANCE OF A
MISSOURI RIVER BED DEGRADATION FEASIBILITY STUDY
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 Study ("Study") be conducted to determine the causes and
potential solutions to the degradation; and
WHEREAS, various public and private entities, including the City of Riverside, are
willing to provide cash and/or in-kind support for the Study and to participate in decision-
making activities arising in connection with the Study (the "Stakeholders"); and
WHEREAS, the Mid-America Regional Council ("MARC") is willing to coordinate and
facilitate performance of the Study by the Corp as the official "Non-Federal Sponsor" to assure
the Stakeholders needs are addressed; 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 provide for the participation of the City of Riverside as a
Stakeholder as set forth in Exhibit "A" attached hereto;
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 7- APPROVAL OF AGREEMENT. That execution and delivery of the
Stakeholder Cooperative Agreement by and between the City of Riverside, the Mid-America
Regional Council and additional parties set forth in Article I of the Agreement, in substantially
the same form as Exhibit "A" attached hereto, is hereby authorized and approved.
SECTION 2- EXECUTION OF CONTRACT. That the Mayor and/or City Administrator
are authorized to execute the Agreement and all other documents and take such other actions
necessary or incidental to the performance thereof, and the City Clerk is authorized to attest to
the same.
SECTION 3- REPEAL OF ORDINANCES IN CONFLICT. All ordinances or parts of
ordinances in conflict with this ordinance are hereby repealed.
SECTION 4— SEVERABILITY CLAUSE. The provisions of this ordinance are severable
and if any provision hereof is declared invalid, unconstitutional or unenforceable, such
determination shall not affect the validity of the remainder of this ordinance.
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BILL NO. 2010-071 ORDINANCE NO. �D�
SECTION 5— EFFECTIVE DATE. This ordinance shall be in full force and effect from
and after the date of its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, passed
and approved by a majority of the ,o of Alder,yl�en and APPROVED by the Mayor of the
City of Riverside, Missouri, this �.�— day of AU/�/� -�li�J , 2010.
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Ka leen L. Rose, Mayor
ATTEST:
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Robin Littrell, Cify Clerk
APPROVEp�AS TO FORM:
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N n y Thomp n, City Attorney
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STAKEHOLDER COOPERATIVE AGREEMENT
THIS STAKEHOLDER COOPERATIVE AGREEMENT ("AgreemenY') is made and entered
into as of the Effective Date, as hereinafter defined, by and between the MID-AMERICA
REGIONAL COiJNCIL, a non-profit corporarion organized pursuant to both Missouri and
Kansas laws and a wholly owned 'utstrumentality of political subdivisions ("MARC" or "Non-
Federal Sponsor") and those entities listed in Article I below (hereinafter, collectively
"STAKEHOLDERS," and each individually "STAKEHOLDER").
RECITALS: _
1. The Missouri River has e�chibited degradation and scour of the riverbed, which has
increased in recent years, particulazly in the Kansas City area, causing actual and
potential damages to critical infrashuctixte along the river, including but not limited to
levees, water supply intake structures, utility intake structures, bridges and smaller
infrashucture on tributaries where head cuts and bank erosion aze occurting.
2. The United States Army Corps of Engineers ("CORPS") has conducted a Reconnaissance
Study that documents the degradation impacts and recommends that a Missouri River
Bed Degradation, Missouri and Kansas, Feasibility Study ("STUDY") be conducted to
deteimine the causes and potential solutions to the degradation.
3. The STAKEHOLDERS have requested that MARC serve as the official "Non-Federal
Sponsor" to enter into an agreement with the CORPS to conduct the ST'[JDY and to
coordinate and facilitate the STAKEHOLDERS support of, involvement with and
contributions to the upcoming STUDY, and to help assure that the STAKEHOLDERS'
needs are addressed during the STUDY, including but not limited to the following:
• Long-term viability of intake structures currently used for water supply by Kansas
City, Missouri and WaterOne of Johnson County;
• Reliable flood protection from the system of levees and floodwalls along the
Kansas and Missouri Rivers;
• Safe transportation facilities in the Kansas City reach of the river;
• Stable tributary channels, river banks and bed elevation;
• Natural habitat and ecosystem protection and restoration.
4. MARC, as the Non-Federal Sponsor, is entering into a Feasibility Cost Sharing
Agreement ("FCSA"), a copy of which is attached hereto as Exhibit A, for the pucpose of
undertaking the STUDY, which will be conducted by the CORPS.
5. The STAKEHOLDERS desire to set out in an agreement with IvIARC and among
themselves the terms and conditions by which payments and in-kind contdbutions will be
made in support of the STUDY, and a common understanding concerning
STAKEHOLDER engagement in the study activiries, and decision making arising in
connection with the STUDY.
6. The terms used in this Agreement are consistent with those same terms as set forth or
defined in the FCSA.
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ARTICLE I
PARTIES
The following entities, by their signatures hereto, have agreed to provide cash and/or in-kind
support for the STUDY, to provide input as appropriate into the study activiries, and to
participate in accordance with this Agreement in decision making arising in connection with the
STUDY:
Tier 1 STAKEHOLDERS•
City of Kansas City Missouri
WaterOne of Johnson County
City of North Kansas City Missouri
Missouri Depariment of Trazisportarion
Kansas Water Office
Tier 2 STAKEHOLDERS•
BNSF Railway Company
City of Riverside Missouri
Fairfax Drainage District
Holliday Sand and Gravel Company
City of Independence Water Department
Kansas City Power & Light Company
Kaw Valley Drainage District
Leavenworth Water Department
North Kansas City Levee District
Platte County
Village of Fazley Missouri/FazleyBeverly Drainage District
Additional parties may be invited to become STAKEHOLDERS, subject to the terms and
conditions of this Agreement, upon a majority vote of the then-e�cisting parties to the Agreement.
ARTICLE II
STUDY COSTS AND FUNDING
1. STUDY Costs.
a. The STAKEHOLDERS acknowledge that they have read the attached FCSA and that
they understand the terms and conditions of such Agreement. The STAKEHOLDERS
understand and agree that the total study costs, as that term is defined in the FCSA, aze
projected to be $6,841,725.
b. The STAKEHOLDERS understand and agree that MARC, as the Non-Federal
Sponsor under the FCSA, has agreed to contribute fifty (50) percent of the study costs to
be shared during the period ofstud}; utilizing cash and in-kind contributions collec6vely
provided by the STAKEHOLDERS and in-kind contributions provided by MARC, all in
accordance with the terms of this Agreement and the FCSA.
2. STUDY Fundine
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a. The STAKEHOLDERS acknowledge that each STAKEHOLDER has entered into a
Stakeholder Contribution Agreement with MARC, the terms and condirions of which set
forth each STAKEHOLDER' S obligations to provide cash and/or in-kind contributions to
MARC in support of the STUDY.
b. The STAKEHOLDERS agree to make payments as set forth in Article IV hereof and
in the Stakeholder Conhibution Agreements, in retum for which the STAKEHOLDERS
shall receive the rights and benefits set out herein.
c. MARC agrees to make timely payments to the CORPS as provided in the attached .
FCSA, so long as all of the STAKEHOLDERS have timely met the payment
requirements set out in their respective Stakeholder Contribution Agreements.
d. It is andcipated that the STUDY will be conducted in three phases, with the first
phase of the STUDY to be completed within three federal fiscal years of the
commencement of the STUDY, subject to available funding. It is the STAKEHOLDERS
desire that some or all of phases two and three of the STUDY be funded entirely with
federal funds, based on the expectation that the first phase of the study will result in
evidence supporting a decision that continuation of the STUDY financed in full by
federal funding is appropriate. Notwithstanding the STAKEHODLERS' desires for
additional federai funding for future phases of the STUDY, STAKEHOLDERS
understand and agree that the FCSA as currently executed contemplates the completion
of the STUDY with cash and in-kind contributions from the STAKEHOLDERS, as set
out in the FCSA, and the STAKEHOLDERS agree to continue to provide cash and in-
kind contributions to support the STUDY, as set forth in this Agreement and in the
Stakeholder Contribu6on Agreements, subject to annual appropriafions when required.
e. The STAKHOLDERS acknowledge that STAKEHOLDER contribution levels aze
varied and that STAKEHOLDER rights and benefits hereunder aze based upon certain
tiers that aze reflective of STAKEHOLDER contribution levels as follows: (i) Tier 1
STAKEHOLDERS have agreed to contribute amounts equal to or greater than $100,000
for the first phase of the STUDY; and (ii) Tier 2 STAKEHOLDERS have agreed to
contribute amounts less than $100,000 for the first phase of the STUDY.
STAKEHOLDERS understand and agree that contribution amounts and tiers and the
addition or deletion of STAKEHOLDERS, may be subject to change in future phases of
the STUDY.
ARTICLE III
STAKEHOLDER ENGAGEMENT AND OVERSIGHT
The parties understand and agree that, subject to the CORPS' rights and responsibilities as set
forth in the FCSA, STAKEHOLDERS will be afforded the opportunity for comment and input
into the ST[JDY on a regulaz basis as the STUDY progresses, through the formation of a Study
Coordinadon Team and a Stakeholder Committee. The structure and function of the Study
Coordination Team and the Stakeholder Committee are set forth in more detail below:
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1. Studv CoordinaUon Team
a. In accordance with the FCSA there shall be established a Study Coordina6on Team, to be
co-chaired by the CORPS' Project Manager and a representative of the Non-Federal
Sponsor. The Non-Federal Sponsor representative shall be designated by MARC.
b. The primary function of the Study Coordination Team will be to provide oversight of the
STUDY consistent with the Project Management Plan (PMP) and as required under the
FCSA.
c. Membership of the Study Coordination Team shall be comprised of senior
representa6ves frain bcth the CORPS and the Non-Federal Sponsor. The Non-Federa7
Sponsor membership shall consist of a Director from MARC and one representative from
each Tier I STAKEHOLDER. Tier 2 STAKEHOLDERS shall be represented
collectively by three representatives, one representative of the Tier 2 STAKEHOLDER
public entities, one representative of the Tier 2 STAKEHOLDER private entities and one
representarive of the Tier 2 STAKEHOLDER levee/drainage authori6es. MARC shall
recommend to the CORPS a slate of Tier 2 representatives following consultation with
the Tier 2 STAKEHOLDERS. Alternate representatives of each of the STAKEHOLDER
members may be appointed by the respective STAKEHOLDERS as needed.
2. Stakeholder Committee.
a. There will be established a Stakeholder Committee to pmvide for consistent and effective
communication between the STAKEHOLDERS, MARC and the CORPS, that will be
regulazly convened and facilitated by MARC.
b. Each STAKEHOLDER shall appoint, in writing, one official representative to the
Stakeholder Committee, who shall be enritled to one vote on any issues brought before
the Committee for a vote. Each representative shall serve on the Stakeholder Committee
until such time as the STAKEHOLDER shall appoint, in writing, a new representative to
the Stakeholder Committee. MARC will appoint, in writing, one or more representatives
to the Stakeholder Committee, who will serve until such time as MARC appoints a new
representative, in writing, to the Committee. MARC representatives shall not have
voting rights.
c. The primary functions of the Stakeholder Committee will be to work cooperatively with
the CORPS' project team, offer ongoing support to the STUDY effort through active
involvement and information shazing, participate in good faith in Non-Federal Sponsor
decision making, and to assist MARC in efforts to maintain compliance with the PMP,
including matters related to:
i. plan formulation and evaluation, including applicable economic, engineering, real
estate, and environmental analysis;
ii. scheduling of reports and work products;
iii. independent technical review and other review processes required by the CORPS;
iv. external peer review, if required;
v. completion of all necessary environmental coordination and documentation;
vi. contract awards and modifications;
vii. contract costs;
viii. the CORPS' cost projections;
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ix. the performance of and scheduling for the non-Federal in-kind contributions;
x. determination of anticipated future requirements for real property and relocation
requirements and perFormance of operation, maintenance, repair, rehabilitation, and
replacement of the proposed project including anticipated requirements for pemuts; and
xi. other matters related to the Study.
d. MARC, as a non-voting member, will convene and facilitate the Stakeholder Comxnittee,
seeking consensus decision making in all matters and recording votes when deemed
appmpriate. Each STAKEHOLDER shall have one vote in all matters for which a vote is
deemed appropriate.
e. Subcommittees to the Stakeholder Committee may be formed, such as a Technology or
Communications Subcommittee, or others as may be appropriate from time to time,
where each such Subcommittee will:
i. be established by the Stakeholder Committee,
ii. be chaired by a member of the Stakeholder Committee, and
iii. be allowed broad membership that may include parties other than STAKEHOLDERS.
ARTICLE N
RESPONSIBILITIES OF MARC
MARC will serve as the Non-Federal Sponsor and provide coordination services on behalf of the
STAKEHOLDERS. In addifion, MARC will be responsible for ensuring the ac6ve involvement
of STAKEHOLDERS in guiding the STUDY; providing review of technical information;
communicating with both STAKEHOLDERS and broader community interests to keep all
parties informed about the STUDY progress and relevant data available for review; and offering
oppommities for public involvement. Specifically, MARC will be responsible for the following
tasks:
1. Communication and Public Outreach
a. Develop and maintain a contact database for the STUDY,
b. Facilitate the engagement of STAKEHOLDERS and other interested parties in the
STUDY process,
c. Design and maintain a Web site to coxnmunicate information about the STUDY to
STAKEHOLDERS and the public,
d. Develop regulaz communications to STAKEHOLDERS, including an electronic
newsletter,
e. Maintain a record of communications regarding the project and all Stakeholder
Committee meetings convened by MARC,
f. Prepaze and share informarion on the STUDY to community groups and groups
representing other interested parties,
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g. Plan and support public meeting coordination and facilitation,
h. Provide media releases, displays, handouts and meeting summaries, and
i. Record public comments and pmvide summaries.
2. Pmject Coordination
a. Work with CORPS and STAKEHOLDERS to establish a PMP,
b. Work jointly with the CORPS in convening the Study Coordination Team,
c. Establish a Stakeholder Committee composed of representatives from the
STAKEHOLDERS and convene this committee,
d. Represent in good faith, when serving in the role as the Non-Federal Sponsor to the
STUDY, the consensus of the Stakeholder Committee, or the majority view as
determined by vote of the Stakeholder Committee when consensus is not reached,
e. Seek to understand and respect the interests of each STAKEHOLDER during the
deliberations of the Stakeholder Committee,
f. Monitor and ieport on progress of ST[JDY to STAKEHOLDERS,
g. Convene STAKEHOLDERS through the Stakeholder Committee and support all
meetings with agendas, meeting materials, meeting logistics, and meeting summaries,
h. Identify action items from each meeting and conduct follow-up,
i. Receive and review technical informa6on from the CORPS,
j. Meet with the CORPS on a regulaz basis to ensure that the needs and concerns of the
stakeholders are being met,
k. Prepare reports on STUDY progress for local stakeholders to share with their boards,
councils or other contacts, and share information with local, state and Federal elected
officials,
1. Coxnmunicate with elected officials on the need for additional resources to support futwe
fiscal yeaz and phases of the study, and
m. Perform other activities as may be needed to meet the Non-Federal Sponsor requirements
for the STUDY.
3. Fiscal Manaeement Support
a Enter into the FCSA with the CORPS, serve as Non-Federal Sponsor and work with
CORPS on schedule of payments to meet local cost share requirements,
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b. Enter into sepazate Stakeholder Contribu6on Agreements with each STAKEHOLDER,
setting forth each STAKEHOLDER'S particulaz cash contribution and/or in-kind
contriburion including a description, estimate of value and 6me of performance; and
payment schedule,
c. Track all cash and in-kind contributions and regulazly provide that information to the
Stakeholder Committee,
d. Invoice and track STAKEHOLDER contributions as necessary to meet payment
requirements and make timely payments from said contributions to the CORPS when
those payments are required,
e. Receive from and provide to the CORPS information on potential in-kind services from
participating STAKEHOLDERS, seek CORPS approval for said in-kind services, and
document as appropriate and in accordance with the requirements of the PMP,
f. Provide accounting of in-kind contributions to the CORPS,
g. Provide regulaz financial reports to STAKEHOLDERS on the CORPS' expenditures for
the STUDY,
h. Include, as a part of MARC's regular annual audit, an audit of all revenues and in-kind
contributions and associated expenses with resources provided to MARC for the STUDY,
i. Provide STAKEHOLDER contributions to the CORPS, except MARC will not make any
direct cash contribution.
ARTICLE V
RESPONSIBILITIES OF STAKEHOLDERS
l. STAKEHOLDER Contribution A�reement. Each STAKEHOLDER, through its execution
of this Agreement, shall have agreed to share in the costs of the STUDY at either a Tier 1 or
a Tier 21eve1 as defined in Article II(2)(e) above, and further acknowledges that it has
entered into and will comply with a sepatate "Stakeholder Contribution AgreemenY' with
MARC establishing the amount of cash contribution the STAKEHOLDER will be providing
and the payment schedule for same; and identifying any in-kind contribution, its description
and estimated value, and the performance schedule for same.
2. STAKEHOLDER fundin¢ and �ayment. Each STAKEHOLDER will secure funding to
cover its share of the Non-Federal Sponsor contributions and after receipt of an invoice for
its share, in accordance with its applicable Stakeholder Contribution Agreement, each
STAKEHOLDER will remit said amounts to MARC as prescribed in Article VII pazagraph 6
hereof. Each STAKEHOLDER has specific responsibilities as follows:
a. Remit to MARC when due its share of the non-Federal proportionate share of f:nancial
obligations to be shared durittg the period of the Study, as those terms aze defined in the
FCSA;
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b. Upon no6ce from the CORPS or MARC of the next yeaz's STUDY expenses, secure
adequate and appropriate appmval for funding in the amount of its share of the non-
Federal proportionate share of ftnancial obligations to be shared during the period of
the Study, as those terms are defined in the FCSA;
c. Remit its share of such addidonal amounts that may from time to time be requested by
MARC and approved by the Stakeholder Committee, to cover unanficipated STCIDY
costs;
d. Coordinate with MARC on the timely pra-vision of in-kind contribudons to the STUDY
and provide documentation of in-kind contributions (including but not limited to
information from contractors and time sheets or other records indicating hours of labor
provided or material provided) to enable MARC to meet its responsibilities for
documentation of in-kind contributions under the FCSA and other applicable CORPS
policies and procedures.
ARTICLE VI
BUDGET AND ACCOUNTING
1. Annual Budeet. The Stakeholder Committee together with the CORPS, prior to the start of
the Fiscal Yeaz, will prepaze an annual budget and may revise said annual budget from time
to time to reflect changes in the anticipated or actual scope and costs of the STUDY.
2. Notification and Invoicin� of ST[JDY Costs The total Non-Federal Sponsor cash
contributions for the S'I'UDY will be requested by the CORPS on a fiscal year basis. T'he
CORPS will notify MARC of the amount of the Non-Federal contribution for the next fiscal
yeaz, whereupon MARC shall in tum submit such request to the Stakeholder Committee for
approval. Upon approval of the CORPS' request by the Stakeholder Comxnittee, MARC
shall issue invoices to each of the STAKEHOLDER's as defined in each of their Stakeholder
Contribution Agreements, upon which the STAKEHOLDER sha11 pay said amounts to
MARC to be remitted to the CORPS as provided by this Agreement.
3. Diver ences. From time to time the CORPS may request additional cash for in-kind
contributions that diverge from the estimates specified and reflected in the annual budget.
Such divergences shall be identified in quarterly reports provided by the CORPS to MARC,
which MARC shall in turn provide to STAKEHOLDERS. The Stakeholder Committee and
the CORPS may amend the annual budget to include such excess costs or approve separately
any additional contributions approved by the Study Coordination Team, whereupon
STAKEHOLDERS shall remit such additional funds to MARC within thirty (30) days of
receipt of invoice, and MARC shall remit all of the contributions to the CORPS. In the event
that such additional cash or in-kind contributions shall amount to more than the maxnnum
amount set out in any of the STAKEHOLDER Conlribution Agreements, then MARC and
said STAKEHOLDER(S) shall agree to amend said STAKEHOLDER Contribution
Agreements accordingly.
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4. Deferral of Studv Work. In the event costs for the STUDY exceed the amount of available
appropria6ons, MARC and the CORPS may agree to defer awazd of contracts or the
performance of in-house work by the CORPS on the STiJDY.
5. Deposit of Contributions. Each STAKEHOLDER shall pay their contributions to MARC for
remittance to the CORPS. Upon receipt, MARC sha11 deposit the STAKEHOLDER
contributions into its account and within thirty (30) days from the day of its receipt of the last
payment hereunder, shall promptly forwazd full payment to the CORPS.
6. Billin�f Payment. Within si�cty (60) days of its receipt of an invoice therefore, each
ST?.KEHOLDER shall pay to MARC its share of each yeaz's annual budget costs including
divergence as agreed to by the parties, for remittance by MARC to the CORPS. Each
STAKEHOLDER acknowledges that such cash contributions must be made in advance to
allow the CORPS to proceed to contract for services or to proceed with substantial work on
the STUDY. MARC agrees that it will only issue invoices and request payment from
STAKEHOLDERS as needed to cover Feasibility Study costs requested of MARC by the
CORPS.
7. Failure to Pav Contributions. In the event that any 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
the defaulting STAKEHOLDER fails to cure the nonpayment within ten (10) days from the
date of such written norice, then every other STAKEHOLDER shall have the opdon to
require retum of their respective contributions for the contribution period involved, and
MARC shall be under no obligation to remit any of said funds to the CORPS. By a majority
vote thereon, MARC and those STAKEHOLDERS that have timely made all payments then
due and owing may elect to proceed with the Feasibility Study despite any outstanding
payments by other STAKEHOLDERS. In such event, any STAKEHOLDERS whose
payments are delinquent shall relinquish their voting rights and other STAKEHOLDER
privileges until such time as they have met all outstanding payment obligarions to date.
ARTICLE VII
WITHDRAWAL AND TERMINATION
1. Voluntarv Withdtawal. Any STAKEHOLDER may send written notice to all other parties to
this Agreement indicating its withdrawal from the terms and provisions of this Agreement
upon thirty (30) days written notice. Thereafter, the Stakeholder Committee will discuss how
best to proceed and will vote on whether to terminate ttris Agreement in its entirety. Any
cash contributions that a withdrawing STAKEHOLDER has provided to MARC and that
MARC has remitted to the CORPS shall not be reimbursed. However, MARC will refund to
a withdrawing STAKEHOLDER any cash contributions not yet remitted to the CORPS, less
the withdrawing STAKEHOLDER's estimated shaze of daxnages associated with termination
of the STUDY as set forth below.
2. TerminaUon. The Stakeholder Committee, by a majority vote of its members following a
discussion on the causes and consequences of ternunation, may choose to terminate this
Agreement in its entirety at any time, provided a sixty (60) day notice of termination is given
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to all parties to this Agreement. In the event of ternunation any cash contributions that a
STAKEHOLDER has provided to MARC and that MARC has remitted to the CORPS shall
not be reunbursed. However, MARC will refund to the STAKEHOLDERS any cash
contributions not yet remitted to the CORPS, less each STAKEHOLDER's estimated shaze
of damages associated with termination of the STUDY. Notwithstanding the above, MARC
shall have the right to terminate this Agreement at any time, upon sixty (60) days prior
written notice of the same to all STAKEHOLDERS.
ARTICLE VIII
_ TERM OF AC�REEMENT AND EFFECTIVE DATE
This Agreement shall become effective upon execution by all parties (the "Effective Date") and
will remain in effect until all work required by this Agreement has been performed and all
payments required by this Agreement have been made, unless amended by a mutual agreement
of the parties hereto, or terminated in accordance with Article VII above.
ARTICLE IX
GENERAL PROVISIONS
1. Prerequisite. In the event MARC does not enter into the FCSA as the Non-Federal Sponsor
with the CORPS for a Missouri river Bed Degradation STUDY, then this agreement, together
with the associated Stakeholder Contributions Agreements, shall become null and void.
2. Amendment. This Agreement may be amended, altered, clarified or extended only by the
written agreement of all the parties hereto.
3. Assi ent. This Agreement is not assignable by any party to this Agreement, either in
whole or in part, unless written consent is given by all of the other parties hereto.
4. Notice. Any notice required by this Agreement shall be sent to the appropriate parry or
parties, said notice to be mailed or delivered to the Authorized Representative signatory to
this Agreement at the address as provided in the Stakeholder Contribution Agreement for
each STAKEHOLDER.
5. Inteerated Aereements Tlus Agreement, together with the individual Stakeholder
ContribuUon Agreement for each STAKEHOLDER, is the complete expression of the terms
and agreements of the parties hereto, and any oral or written representation or understandings
not incorporated therein aze hereby excluded.
6. Independent Parties. In the exercise of their rights and obliga6ons under tlus Agreement, all
parties sha11 act in an independent capacity and no party sha11 be considered to be the officer,
agent or employee of another party. No party to this Agreement shall have the authority to
provide any contractor or third par[y not a party to this Agreement with any release or other
agreement to waive any rights that any party to this Agreement may have to seek relief or .
redress against said contractor or third party, either pursuant to any cause of action that a
party to this agreement may have or for the violation of any law.
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7. No Waiver. Waiver of any default under this Agreement or any Stakeholder Contribution
Agreement related hereto shall not be deemed to be a waiver of any subsequent default.
Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of
any subsequent breach and shall not be construed to be a modification of the terms of this
Agreement unless stated to be such through written approval by the parties hereto which shall
be attached to the original of this Agreement.
8. Counteroarts. This Agreement may be executed in counterparts. If executed in counterparts,
the Effective Date shall be the date on which the last counterpar[ is executed.
- 9. Indemnification and Hold Harmless. To the extent authorized by law, each party hereto shall '
protect, defend, indemnify and save hannless the other parties hereto, their officers, officials,
employees, attorneys and agents, while acting within the scope of their employment, from
any and all costs, claims, judgments, penalUes and/or awazds of damages, arising out of or in
any way resulting from their own negligent acts or omissions related to or incurred as a result
of the STUDY; however, not those arising out of or resulting from the negligence of another
party. Each party hereto agrees that its obligations under this subpazagraph extend to any
claim, demand and/or cause of action brought by, or on behalf of, any of its employees or
agents. In the event that a party incurs any judgment, awazd and/or cost azising therefrom,
including attomeys' fees, to enforce the provisions of the Agreement, all such fees, costs and
expenses shall be recoverable from the responsible party or parties to the extent of their
culpability.
10. Recordation. This Agreement is a cooperative agreement authorized by Missouri Revised
Statutes Section 70.200, et seq. (1994) and Kansas Statutes Annotated Section 24-407 (14).
In accordance with Missouri Revised Statutes 70300 (1994), a copy of this Agreement will
be filed in the Office of the Secretary of State of Missouri and in the Office of Recorder of
Deeds of Jackson, Clay and Platte Counties, Missouri. In accordance with the Kansas
Statutes Annotated Section 12-2905, a copy of this Agreement will be filed in the Office of
the Secretary of State of Kansas and in the Office of Recorder of Deeds of Johnson,
Wyandotte and Leavenworth Counties, Kansas.
ARTICLE X
NONAPPROPRIATION AND CONSENT OF AFFEC'I'ED LOCAL GOVERNMENT
1. Nonanpropriation. It is understood by all parties that certain STAKEHOLDERS aze State
Agencies or political subdivisions of a State that derive funds directly from appropriations, or
that may have constitutional or statutory limitations prohibiting it from committing future
appropriations. If a STAKEHOLDER pazty to this Agreement is a State Agency or a
political subdivision of the State that derives its funds for work on the study directly from
appropriations, and the STAKEHOLDER has constitutional or statutory limitations
prohibiting it from committing future appropriations, and in the event sufficient funds shall
not be appropriated for the payment of any monies to be paid, and if such STAKEHOLDER
has no funds legally available to make such required payments from other sources, then such
STAKEHOLDER may withdraw from this Agreement anci such STAKEHOLDER shall not
be obligated to make the payment(s) otherwise required to be made hereunder. In the event
of nonappropriation, the rights and obligations regarding cash contributions as set forth in
Pazagraph 1, Voluntarv Withdraw, shall apply.
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2. Consent of Local Govemments. It is understood by all parties that certain
STAKEHOLDERS aze "affected local govemments" required to provide their consent for
MARC, as a non-profit entity, to serve as the Non-Federal sponsor for the STUDY in
accordance with 42 U.S.C. § 1962d-56. Each and every STAKHOLDER that is a tocal
govemment, by having executed this Agreement, hereby consents to MARC (Mid-America
Regional Council) serving as the non-Federal Sponsor for the STUDY (Missouri River
Degradation, Missouri and Kansas) being conducted by the Department of the Army,
represented by the Kansas City District, US Army CORI'S of Engineers.
IN WITNESS WHEROF, the parties hereto have caused this Agreement, and the associated
Stakeholder Contribution Agreements, to be executed by their representatives, thereto duly
autttorized, as of the day and yeaz set forth below.
MID-AMERICA REGIONAL COUNCIL
B ��
Print Name: David A.
Title: Executive rector
Its Authorized Representative
Date: 7 " 3 a ��d
Non-Federal Sponsor
STATE OF���� )
)ss:
COUNTY OF N )
On this � day o h� 010, comes now o't�. , a duly authorized
representative of �.. ef' 0. ; Dlf�C A �and first being uly sworn upon my oath,
�rms and acknowledges that he/s is the person known to me to be the same person who
executed the within instrument of writing, and that she/he is duly authorized to execute the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my o�cial seal the
day and yeaz last above written.
No Public
My appOlritment eXpiieS: NANCY WEITZEL-BURRY
Notary Publlc, NOtaty Seal
State of Missouri
Jockson County
Commission # 094141 21
My Commisslon Expires July 28. 2013
12
CITY OF RIVERSIDE MISSOURI _ ���
�Y=
Print Name: /l�( ��ie �°7'f� L • ,/�6 5 - G
Title:
Its Authorized Representative
Date: ��f — ���v
STATE OF I� I i SS..�3u�e � )
(� )ss:
COLJNTY OF }�'I �� )
On this Z day of ��t C. , 2010, comes now�� L. i�ost , a duly authorized
representative of (`„ ��%�c,� ; n E/p . , and first being duly swom upon my oath,
affirms and acknowle ges that he/she is the person known to me to be the same person who
executed the within instrument of writing, and that she/he is duly authorized to execute the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the
day and year last above written.
`- �zS����
Notary Public
My appointment expires:
" NOTARY SC=�L "
3-•� ��� Robin L Littrell, Notery Public
Ray County, State ot t�sissouri
My Commission Expires 3!'3!?011
CommissionNum4 u �s:�a�ti31
..�,.,..,�..�
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