ࡱ>  %qbjbjVV b<<hKZ Z $PDU%InRKKK& $'HHHHHHH$J5MfH)&&))HKKH&+&+&+)KKH&+)H&+&+E`HK׼@*:F"HH0%IFfMz*MD`HM`H0))&+)))))HH&+)))%I))))M)))))))))Z c: COOPERATIVE AGREEMENT FOR CONSTRUCTION OF A BICYCLE/PEDESTRIAN TRAIL ALONG SHOAL CREEK This Cooperative Agreement for construction of transportation related improvements is made by and between Gladstone, Missouri, hereinafter referred to as "GLADSTONE", and Kansas City, Missouri, hereinafter referred to as "KANSAS CITY" (collectively, the PARTIES or CITIES) on this ___ day of __________, 2010. Recitals WHEREAS, the Cities of Gladstone, Missouri (GLADSTONE) and Kansas City, Missouri (KANSAS CITY) have preserved and enhanced the Shoal Creek valley with the establishment of the 80 acre Happy Rock Park and 103 acre Maplewoods Greenway respectively; and WHEREAS, these two parks and neighborhoods in both CITIES are disjoined and separated by Missouri Route 1; and WHEREAS, the Trails KC plan called for a multi-purpose connection between the two parks; and WHEREAS, the cities have received a federal transportation enhancement grant of $636,039.87 to construct a 10-foot wide bicycle/pedestrian trail along Shoal Creek from Missouri Highway 1 in GLADSTONE to Maple Woods Parkway in KANSAS CITY; and WHEREAS, this trail will also connect to sidewalk and trail investments made by GLADSTONE and the Missouri Department of Transportation along Missouri Highway 1 from NE 67th Street to Shoal Creek; and WHEREAS, without a cooperative effort with GLADSTONE leading the project, the federal grant would not have been obtained; and WHEREAS, the plans are complete and GLADSTONE is ready to bid the project in anticipation of construction starting in 2011; and WHEREAS, when this trail and its connections are complete, GLADSTONE and KANSAS CITY residents the opportunity to use non-motorized transportation to and from residences, shopping districts, and the parks where none exist today; WHEREAS, it is in the best interest of all of the citizens of GLADSTONE and KANSAS CITY to complete the trail related improvements described above and shown on Exhibit A, attached hereto and incorporated herein. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereby mutually agree as follows: PART I : SPECIFIC TERMS AND CONDITIONS 1. Scope of Agreement. The purpose of this Agreement is to provide for a cooperative effort between GLADSTONE and KANSAS CITY for GLADSTONEs performance of the Project in accordance with the terms and conditions set forth herein. 2. Definitions. Unless otherwise specified in this Agreement, the following words have the meanings indicated herein, which are applicable to both the singular and plural thereof: Contractor means GLADSTONEs Contractor and all Subcontractors. Project means the design and construction of the trail related improvements. Payment Bond, Performance Bond and Maintenance Bond mean the approved forms of security executed by GLADSTONEs Contractors and their Sureties. Surety means the corporation, partnership or individual, duly licensed and authorized to do business in Missouri, bound with and for Contractor to guarantee and assume legal liability for payment of any and all obligations as provided in the KANSAS CITY Charter and Section 107.170 R.S.Mo 1994, as amended, and to guarantee and assume legal liability for the faithful performance of this Agreement. TRAIL RELATED IMPROVEMENTS means the design and construction of a 10-foot wide bicycle/pedestrian trail improvement from Missouri Highway 1 west along Shoal Creek to Maple Woods Parkway in KANSAS CITY and the trail improvements and pedestrian bridge on the east side of Missouri Highway 1 in GLADSTONE. 3. License to use right-of-way. KANSAS CITY herby grants to GLADSTONE, its representatives, employees, engineers, consultants and contractors a license to use that portion of the public right-of-way in order to allow the performance of the Project in accordance with the terms of this Agreement. The term of the license shall run concurrently with the term of this Agreement and shall expire at the time KANSAS CITY accepts the Project from GLADSTONE. The grant of a license by KANSAS CITY to GLADSTONE shall not constitute a conveyance of any interest in the public right-of-way. 4. Obligations of GLADSTONE. GLADSTONE agrees to the following: A. ENGINEERING DESIGN. GLADSTONE shall be responsible for the design of all trail related improvements located east of Missouri Highway 1. B. CONSTRUCTION CONTRACT. GLADSTONE shall solicit bids from construction contractors in accordance with the GLADSTONE bidding procedures required by Missouri Law. After review of all bids, GLADSTONE shall award the construction contract to the lowest and best bidder, reserving the right to refuse any and all bids. B. CONSTRUCTION RECORDS. GLADSTONE agrees to furnish to KANSAS CITY for information purposes, within thirty (30) days following completion of the work, one (1) set of reproducible Mylar drawings and one (1) electronic file on compact disc for all drawings generated by the computer-aided drafting system. If system is other than "microstation", drawings shall be furnished as DXF files. GLADSTONE further agrees that the aforesaid materials shall become and remain the property of KANSAS CITY. C. UTILITY RELOCATION. GLADSTONE shall coordinate utility relocation as necessary to construct the trail related improvements. GLADSTONE shall fund only those utility relocation costs for improvements located within GLADSTONE. D. KANSAS CITY PARTICIPATION. GLADSTONE agrees to seek and encourage full participation and attendance from staff members of the Engineering Division of the KANSAS CITY Public Works Department in all meetings relating to the construction of the improvements, including, but not limited to, utility relocation and construction of the trail related improvements. E. ADDITIONAL RIGHT-OF-WAY. GLADSTONE shall be responsible for acquiring additional right-of-way as needed to construct trail related improvements located east of Missouri Highway 1. MAINTENANCE OF IMPROVEMENTS AND RIGHT-OF-WAY. Upon both parties final acceptance of the project, GLADSTONE shall be responsible for maintenance of all trail related improvements and right-of-way located east of Missouri Highway 1. 5. Obligations of KANSAS CITY. KANSAS CITY agrees to the following: A. ENGINEERING DESIGN. KANSAS CITY shall be responsible for the design of the trail related improvements located west of Missouri Highway 1. B. ADDITIONAL RIGHT-OF-WAY. KANSAS CITY shall be responsible for acquiring additional right-of-way needed to construct trail related improvements west of Missouri Highway 1. B. MAINTENANCE OF IMPROVEMENTS AND RIGHT-OF-WAY. Upon both parties final acceptance of the project, KANSAS CITY shall be responsible for maintenance of all transportation related improvements and right-of-way located west of Missouri Highway 1. C. KANSAS CITY FEES. KANSAS CITY shall assess no permit fees associated with design or construction, road closure fees, land disturbance fees to GLADSTONE or any contractor employed by GLADSTONE pursuant to this Agreement. D. UTILITY RELOCATION. KANSAS CITY shall fund only those utility relocation costs for improvements located within KANSAS CITY. E. CONSTRUCTION PROCESS. During the construction process, GLADSTONE staff will perform and complete inspection of the construction of the improvements. All inspection reports will be provided to the Engineering Division of the KANSAS CITY Public Works Department. GLADSTONE agrees that all work in constructing the improvements pursuant to this Agreement shall be open to inspection by KANSAS CITY, and that these inspection costs will be borne by KANSAS CITY. 6. Payment Conditions & Project Schedule. Both parties agree to the following: 1. ESTIMATE OF PROBABLE CONSTRUCTION COSTS. GLADSTONE will advise KANSAS CITY of estimated construction costs of all improvements located west of Missouri Highway 1 within KANSAS CITY based upon actual contract prices. The current estimate of probable construction costs for all work is summarized below: East of Missouri Highway 1 - $300,000 West of Missouri Highway 1 to Maple Woods Parkway $568,539.87 2. PAYMENT CONDITIONS. Both GLADSTONE AND KANSAS CITY agree to the following: A. GLADSTONE shall be responsible for all construction costs associated with improvements located east of Missouri Highway 1. B. KANSAS CITY shall be responsible for all construction costs associated with improvements located west of Missouri Highway 1. C. Within sixty (60) calendar days of executing this agreement, KANSAS CITY shall pay GLADSTONE the following amounts: $568,539.87 D. GLADSTONE shall pay the CONTRACTOR for work completed west of Missouri Highway 1 from the funding amounts noted above. Should the actual cost of work exceed the amounts noted above, GLADSTONE shall invoice KANSAS CITY. Within thirty (30) calendar days of invoicing, KANSAS CITY shall reimburse GLADSTONE one (100) percent of such costs. E. The project is partially funded by the Missouri Highways and Transportation Commission Enhancement Program to a maximum federal reimbursement amount of $636,039.87. A copy of this agreement is shown on Exhibit B, attached hereto and incorporated herein. Upon completion and acceptance of the project by both parties, GLADSTONE shall return seventy (75) percent of MODOT qualifying construction costs to KANSAS CITY in addition to one (100) percent of any remaining balance within thirty (30) calendar days. The estimated federal reimbursement amount for GLADSTONE and KANSAS CITY is summarized below: GLADSTONE - $225,000 KANSAS CITY - $411,039.87 3. CONSTRUCTION SCHEDULE. GLADSTONE shall complete construction of improvements within five years from the date of this agreement. Failure to complete the improvements in this time frame will result in termination of the agreement. GLADSTONE shall return the funding amounts noted above within thirty (30) calendar days of termination. PART II: GENERAL TERMS AND CONDITIONS 1. General Indemnification. A. For purposes of this Section 1 only, the following terms shall have the meanings listed: i. Claims mean all claims, damages, liability, losses, costs and expenses, including reasonable attorneys' fees. ii. GLADSTONE means GLADSTONE's agents, officials, officers, employees, and subcontractors. iii. KANSAS CITY means KANSAS CITYs agents, officials, officers, employees, and subcontractors. B. To the extent allowed by law, GLADSTONE shall defend, indemnify, and hold harmless KANSAS CITY and any of its agencies, officials, officers, and employees from and against all claims, damages, liability, losses, costs, and expenses, including reasonable attorneys fees, arising out of or resulting from any acts or omissions in connection with the performance under this Agreement, caused in whole or in part by GLADSTONE, its employees, agents, or Contractors, or others for whom GLADSTONE is legally liable, regardless of whether or not caused in part by any act or omission of KANSAS CITY, its agencies, officials, officers, or employees. C. Nothing in this section shall apply to indemnification for professional negligence which is specified in a separate provision of this Agreement. D. GLADSTONE's contracts with GLADSTONEs Contractors in connection with the Project shall require such Contractors to defend, indemnify, and hold harmless KANSAS CITY under the terms of this section. The obligations of GLADSTONE and its Contractors under this section with respect to indemnification for acts or omissions of KANSAS CITY, its agencies, officials, officers, or employees shall be limited to the coverage and limits of insurance that GLADSTONE and its Contractor are required to procure and maintain under this Agreement. 2. Indemnification for Professional Negligence. If GLADSTONE hires any Design Professional in connection with the Project, then GLADSTONE's contracts with its Contractors shall cause such Contractors to indemnify and hold harmless KANSAS CITY and any of its agencies, officials, officers, or employees from and against all claims, damages, liability, losses, costs, and expenses, including reasonable attorneys' fees, but only to the extent caused by the negligent acts, efforts, or omissions of such Contractors, its employees, agents or others for whom such Contractors are legally liable, in the performance of professional services for the construction of the Improvement under this Agreement. GLADSTONE and its Contractors are not obligated under this section to indemnify KANSAS CITY for the negligent acts of the KANSAS CITYS agencies, officials, officers, or employees. 3. Insurance. A. GLADSTONEs Contractors shall procure and maintain in effect throughout the duration of this Agreement insurance coverage not less than the types and amounts specified below: Commercial General Liability Insurance: with limits of $2,000,000 per occurrence and $2,000,000 aggregate, written on an "occurrence" basis. The policy shall be written or endorsed to include the following provisions: a. Contractual Liability b. Per Project Aggregate Liability Limit or, where not available, the aggregate limit shall be $2,000,000. c. No Contractual Liability Limitation Endorsement d. Additional Insured Endorsement, ISO form CG2010, current edition, or its equivalent. Workers' Compensation Insurance: as required by statute, including Employers Liability with limits of: Workers' Compensation Statutory Employers' Liability with limits of: $100,000 each accident $500,000 disease  policy limit $100,000 disease  each employee Commercial Automobile Liability Insurance: with a limit of $2,000,000 per occurrence, covering owned, hired, and nonowned automobiles. Coverage provided shall be on an "any auto" basis and written on an "occurrence" basis. This insurance will be written on a Commercial Business Auto form, or acceptable equivalent, and will protect against claims arising out of the operation of motor vehicles, as to acts done in connection with the Agreement, by GLADSTONE or GLADSTONES Contractors. If applicable, Professional Liability Insurance with limits per claim and annual aggregate of $2,000,000 B. The policies listed above may not be canceled until after thirty (30) days written notice of cancellation to KANSAS CITY, ten (10) days in the event of nonpayment of premium. The Commercial General and Automobile Liability Insurance specified above shall provide that KANSAS CITY and its agencies, officials, officers, and employees, while acting within the scope of their authority, will be named as additional insureds for the services performed under this Agreement. GLADSTONE or GLADSTONES Contractor shall provide to KANSAS CITY prior to the performance of the Project a certificate of insurance showing all required endorsements and additional insureds. C. All insurance coverage must be written by companies that have an A.M. Best's rating of "B+V" or better and are licensed or approved by the State of Missouri to do business in Missouri. D. Regardless of any approval by KANSAS CITY, it is the responsibility of GLADSTONE to maintain the required insurance coverage in force at all times; its failure to do so will not relieve it of any contractual obligation or responsibility. In the event of GLADSTONE's failure or the failure of its Contractors to maintain the required insurance in effect, KANSAS CITY may order GLADSTONE and its Contractors to immediately stop work and, upon ten (10) days notice and an opportunity to cure, may pursue its remedies for breach of this Agreement as provided for herein and by law. 4. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Missouri. The parties submit to the jurisdiction of the courts of the State of Missouri and waive venue. 5. Compliance with Laws. GLADSTONE and all its Contractors shall comply with all federal, state and local laws, ordinances and regulations applicable to the Project. 6. Waiver. No consent or waiver, express or implied, by any party to this Agreement or of any breach or default by any other party in the performance by such other party of its obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such party hereunder. Failure on the part of any party to complain of any act or failure to act of any of the other parties or to declare any of the other parties in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights under this Agreement. GLADSTONE and KANSAS CITY reserve the right to waive any term, covenant, or condition of this Agreement; provided, however, such waiver shall be in writing and shall be deemed to constitute a waiver only as to the matter waived and the parties reserve the right to exercise any and all of its rights and remedies under this Agreement irrespective of any waiver granted. 7. Modification. This Agreement shall not be amended, modified or canceled without the written consent of the parties to this Agreement. 8. Headings; Construction of Agreement. The headings of each section of this Agreement are for reference only. Unless the context of this Agreement clearly requires otherwise, all terms and words used herein, regardless of the number and gender in which used, shall be construed to include any other number, singular or plural, or any other gender, masculine, feminine or neuter, the same as if such words had been fully and properly written in that number or gender. 9. Severability of Provisions. Except as specifically provided in this Agreement, all of the provisions of this Agreement shall be severable. In the event that any provision of this Agreement is found by a court of competent jurisdiction to be unconstitutional or unlawful, the remaining provisions of this Agreement shall be valid unless the court finds that the valid provisions of this Agreement are so essentially and inseparably connected with and so dependent upon the invalid provision(s) that it cannot be presumed that the parties to this Agreement could have included the valid provisions without the invalid provision(s); or unless the court finds that the valid provisions, standing alone, are incapable of being performed in accordance with the intentions of the parties. 10. Audit. KANSAS CITY shall have the right to audit this Agreement and all books, documents and records relating thereto. GLADSTONE shall maintain all its books, documents and records relating to this Agreement during the contract period and for three (3) years after the date of final payment. The books, documents and records shall be made available to KANSAS CITY within ten (10) days after the written request is made. GLADSTONE shall require its Contractor to comply with this provision in connection with services performed on the Project. 11. Assignment. Neither KANSAS CITY nor GLADSTONE shall sell, assign, transfer, or otherwise convey any of their rights under this Agreement without the prior and expressed written consent of the other party. Each party may, at its sole discretion, refuse to consent to any proposed sale, assignment, transfer, or other conveyance. Any attempted sale, assignment, transfer, or conveyance in violation of this paragraph shall be void and shall relieve the non-consenting party of any further liability under this Agreement, but shall not relieve the violating party of any liability. If a party consents in writing to a sale, assignment, transfer, or conveyance, unless specifically stated to the contrary in the consent, it shall not release or discharge the party receiving consent from any duty or responsibility set forth in the Agreement. 12. Conflicts of Interest. GLADSTONE and its Contractor shall certify that no officer or employee of KANSAS CITY has, or will have, a direct or indirect financial or personal interest in this Agreement, and that no officer or employee of KANSAS CITY, or member of such officers or employees immediate family, either has negotiated, or has or will have an arrangement, concerning employment to perform services on behalf of GLADSTONE or its Contractor in this Agreement. 13. No Partnership. It is expressly understood that the parties are not now, nor will they be, engaged in a joint venture, partnership or any other form of business relationship except as expressly set forth herein, and that no party shall be responsible for the conduct, warranties, guarantees, acts, errors, omissions, debts, obligations or undertaking of any kind or nature of the other in performance of this Agreement. 14. Bonds and Surety. GLADSTONEs Contractors shall furnish a Payment Bond, Performance Bond and Maintenance Bond, executed by a Surety, in the amount of any contract and the total amount of all contracts entered into between GLADSTONE and its Contractors, workers, and material suppliers, guaranteeing Contractors faithful performance of each and every term of such contracts and all authorized changes thereto, including those terms under which GLADSTONE or its Contractor agrees to pay legally required wage rates including the prevailing hourly rate of wages in the locality, as determined by the Department of Labor and Industrial Relations or by final judicial determination, for each craft or type of workman required to perform under this Agreement; guaranteeing the payment of all obligations as provided in Section 107.170 RSMo., 2000, as amended; and guaranteeing the services and work against faulty workmanship and faulty materials for the period of time as prescribed by the Performance and Maintenance Bond. Surety must: Be approved by KANSAS CITYs Finance Department; Be qualified to issue bonds at amounts specified in the Department of the Treasury Circular 570; Be licensed by the State of Missouri to do business in the State of Missouri; and Retain an A.M. Best Rating of B+, class V for Bonds in excess of $200,000. The bonds shall remain in full force and effect during the term of the Agreement and shall name KANSAS CITY as co-obligee. 15. Prevailing Wage. GLADSTONE and its Contractor shall comply in all respects with the Prevailing Wage Laws of the State of Missouri, Section 290.210 to 290.340, R.S.Mo, 1994, as amended, and any federal prevailing wage laws that apply to the work. GLADSTONE agrees that KANSAS CITY shall not be responsible for assisting GLADSTONE and its Contractor in providing any required documentation necessary to demonstrate compliance with the Prevailing Wage Laws. 16. Binding Effect. This Agreement shall be binding upon the parties hereto and upon their assigns, transferees and successors in interest, provided neither party may assign this Agreement or the rights or obligations hereunder without the express written consent of the other party. 17. Representations. GLADSTONE and KANSAS CITY certify that they have the power and authority to execute and deliver this Agreement, to use the funds as contemplated hereby and to perform this Agreement in accordance with its terms. 18. Buy American Preference. It is the policy of the KANSAS CITY that any manufactured goods or commodities used or supplied in the performance of any KANSAS CITY contract or any subcontract thereto shall be manufactured or produced in the United States whenever possible. IN WITNESS WHEREOF, the parties hereto have duly executed this instrument the day and year first above written. [SIGNATURES BEGIN ON NEXT PAGE] CITY OF KANSAS CITY, MISSOURI ATTEST TO: By: _____________________ By: ___________________________ City Clerk Stanley J. Harris, P.E. Director of Public Works State of Missouri ) )ss County of Jackson ) BE IT REMEMBERED, that on this ___ day of ______________, 2010 before me, the undersigned, a notary public in and for the county and state aforesaid, came Stanley J. Harris PE., Director of Public Works of Kansas City, Missouri, a municipal corporation duly organized, incorporated and existing under and by virtue of the laws of the State of Missouri, and, Vickie Thompson City Clerk, of Kansas City, Missouri, who are personally known to me to be the same persons who executed, as officials, the within instrument on behalf of said municipal corporation, and such persons duly acknowledge the execution of the same to be the act and deed of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. ___________________________________ Notary Public My commission expires: ________________________________ Approved as to form: By: ___________________________ Assistant City Attorney I hereby certify that there is a balance, otherwise unencumbered, to the credit of the appropriation to which the foregoing expenditure is to be charged, sufficient to meet the obligation hereby incurred, and that there is a balance, otherwise unencumbered, and a cash balance sufficient to meet the obligation hereby incurred from which payment is to be made. By: ______________________________ Director of Finance CITY OF GLADSTONE, MISSOURI ATTEST TO: GLADSTONE, MISSOURI By: _____________________ By: ___________________________ Cathy Swenson Kirk L. Davis City Clerk City Manager Approved as to form: By: ___________________________ Chris Williams City Counselor State of Missouri ) )ss County of Clay ) BE IT REMEMBERED, that on this ___ day of ______________, 2010 before me, the undersigned, a notary public in and for the county and state aforesaid, came Kirk L. Davis, City Manager of Gladstone, Missouri, a municipal corporation duly organized, incorporated and existing under and by virtue of the laws of the State of Missouri, and, Cathy Swenson, City Clerk, of Gladstone, Missouri, who are personally known to me to be the same persons who executed, as officials, the within instrument on behalf of said municipal corporation, and such persons duly acknowledge the execution of the same to be the act and deed of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. ___________________________________ Notary Public My commission expires: Exhibit A Description and Map of the Trail Related Improvements Exhibit B Missouri Highways and Transportation Commission Transportation Enhancement Funds Program Agreement     PAGE  PAGE 18  PAGE 1 PAGE  PAGE 20 W   rskz|}/9opwx׽umumfb]RHhI-B*]phhI-;B*]ph hI-5hI- hI-;]hI-B*phhI-5B*\phhI-5>*B*phhI-5>*B*\phhI->*B*phhI->*B*\ph hI-\^JhI->*\^J hI->*^JhI-5B*^Jph hI-H*^J hI-^JhI-5\^J hI->*^JhI-5>*\^JhI-5>*^JWX  e X ! kz/p $ & Fda$$da$d` $d`a$ $d`a$d`$da$$a$xMS -Tr'<@j~^wGb34eĹ󪣚xhI->*B*\^JphhI->*\^JhI->*B*^JphhI-5>*^J hI->*^JhI-5>*\^J hI-5hI-5B*\ph hI-\hI-5B*\phhI-B*]phhI-;B*]phhI-5B*phhI-hI-B*ph/pM T$g[DeM N %!!"$d^`a$ $d^a$$a$$ & Fd`a$$d^`a$$da$ $ & Fda$ M N n !%!'!F!k!!!" 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