ࡱ> %` bjbjNN 4,,|(666JWWW8JWTWJ,6X6XLXLXLXYFY$Y~~~~~~~$Fh,~6kYYkk~LXLX4~$oook8LX6LX~ok~ooqzh6{LX*X %0W;lz;~D~<zڂlڂ {{ڂ6{Z_ocL0g}ZZZ~~sojZZZkkkkJJJ!5"JJJ5JJ  COOPERATIVE AGREEMENT FOR THE TROOST AVENUE BUS RAPID TRANSIT IMPLEMENTATION BETWEEN THE KANSAS CITY AREA TRANSPORTATION AUTHORITY AND THE CITY OF KANSAS CITY, MISSOURI THIS AGREEMENT is made and entered into this _____ day of ___________, 2009, by and between the Kansas City Area Transportation Authority, a body corporate and politic (hereinafter KCATA) and the City of Kansas City, Missouri, a constitutional charter municipal corporation of the State of Missouri, through its City Manager (hereinafter referred to as "City"). WITNESSETH: WHEREAS, Citys FOCUS plan ranks improvement of public transportation as a high priority; and, WHEREAS, City and KCATA have a common interest in development of a system of Bus Rapid Transit (BRT) lines; and, WHEREAS, KCATA, with the cooperation of City, has initiated the first BRT line in 2005 operating as Metro Area Express (MAX) as reflected in the Cooperative Agreement dated the 18th day of November, 2003, among KCATA, City and City's Board of Park and Recreation; and, WHEREAS, City and KCATA have determined that it is appropriate to expand the BRT to provide improved service along Troost Avenue from Downtown Kansas City to approximately 95th Street/Bannister Road including a transit center in the Bannister Road / Hillcrest Road area (the "Troost BRT"); and, WHEREAS, City and KCATA intend cooperate to assure maximum effectiveness of this joint effort; and, WHEREAS, KCATA has developed a Troost BRT Plan (BRT Plan) consisting of: Troost Corridor Planning Study dated August 10, 2007 (Planning Report) on file in the office of KCATA and incorporated herein by reference; an updated BRT alignment (Route) attached hereto as Attachment 1 and incorporated herein by reference; probable BRT station locations (Stations) attached hereto as Attachment 2 and incorporated herein by reference; and a BRT Responsibility Matrix (Matrix) attached hereto as Attachment 3 and incorporated herein by reference; and, WHEREAS, the Troost BRT will provide improved transit access within an area of high ridership, numerous activity centers and increasing reinvestment in business centers and neighborhoods; and, WHEREAS, City intends to construct a replacement bridge at Troost and Volker Boulevard over Brush Creek which will include the bridge structure, traffic signals, landscaping and also certain pedestrian improvements to support Troost BRT (Troost Bridge); and, WHEREAS, the parties have the authority to enter into a Cooperative Agreement pursuant to Article VI, Section XVI of the Missouri Constitution of 1945 and Sections 70.220, Revised Statutes of Missouri, (RSMO) and the City Charter. NOW, IN CONSIDERATION of the premises and of the mutual covenants and agreements hereinafter expressed, the parties mutually agree as follows: 1. SCOPE OF AGREEMENT. The purpose of this Agreement is to provide a coordinated and unified approach to the design, funding, construction, implementation, operation and maintenance of the Troost BRT as described in the BRT Plan. City and KCATA have agreed to jointly implement BRT by this Agreement which assigns responsibility to each of the parties for planning, constructing, operating and maintaining BRT in Kansas City. The parties agree that this Agreement will serve as a living document, providing the framework for future amendments to further clarify and expand roles and responsibilities, including future improvements of the Troost BRT in Kansas City, Missouri as additional funding becomes available. 2. APPLICATION OF FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS. This Agreement and activities pursuant to this Agreement are subject to the requirements of the Federal Transit Administration (FTA) regulations and related agreements authorized by 49 USC 5301 et seq, or other applicable Federal legislation. This Agreement and any amendments or modifications are subject to the review and approval by the FTA. Contracts for all goods and services under this Agreement related to BRT implementation must meet FTA contracting requirements including any contracts expending funds proposed to match federal funds. The use of any federal funds through the Department of Transportation, FTA, will require compliance with the Master Agreement between KCATA and the FTA to the lowest applicable tier of subcontractors. The FTA Master Agreement between the KCATA and the FTA is on file in the administrative offices of the KCATA and is incorporated herein by reference (FTA Master Agreement). Future modification to the FTA Master Agreement will be appended to and replace the current FTA Master Agreement. In the event of a conflict between the FTA Master Agreement and this Agreement, the applicable term of FTA Master Agreement shall control. The current federal FTA contract provisions attached hereto as Attachment 4 (FTA Contract Provisions) and incorporated herein by reference, shall be attached as a rider to every third party architectural/engineering or construction contract entered into pursuant to this Agreement by either party that requires reimbursement from FTA funds or that will be used as local share to match FTA funds. 3. OBLIGATIONS OF CITY. City agrees to take the certain actions identified hereafter. All obligations are those of the City but certain City Departments are identified with specificity if the principal obligation lies within that Department. The City through its City Manager reserves all rights to transfer assignments and responsibilities in accordance with the City Charter. The City Manager will notify KCATA in the event of a reassignment: a. Work cooperatively with KCATA to implement the Troost BRT Plan; b. Cooperate with and assist KCATA to further the FTA Arts in Transit initiative by participating in procurement of artists, evaluation of art proposals and adoption of necessary resolutions and ordinance or issuance of permits and licenses as required by the City Code and implementing regulations for public art along Troost; c. Maintain or cause to be maintained all infrastructure funded under this Agreement and to be owned by the City pursuant to this Agreement for not less than the Useful Life of the improvements including but not limited to street, sidewalks, streetscape and pedestrian improvements, traffic signals, controllers and communications along the BRT Route; the Useful Life and Maintenance Responsibilities is set out in Attachment 5, attached hereto and incorporated herein by reference; the City understands that these components carry a federal interest for their life or until the FTA approves the disposition of the asses and repayment to the FTA may be necessary if the asset is disposed prior to the end of the useful life; d. Make all infrastructure funded under this Agreement and to be owned by the City available for transit purposes for not less than the Useful Life of the improvements; e. Authorize the use of funds to be used as required local match to FTA grant funds (cash or in-kind) as follows (BRT Project Funding): i. $1,000,000 Troost Bridge Walkways (Water Services Department) (in-kind; estimated) ii. $600,000 Capital Sales Tax - Streetscape (Public Works Department) (cash) iii. $117, 038.00 Capital Sales Tax - Streetscape (Public Works Department) (cash) iv. $81,000 Parking lot construction and other enhancements for the benefit of transit and the neighborhood at 31st and Troost (City Development Department) (cash) v. $75,000 Market value of City-owned property at 31st and Troost (City Development Department/General Services Department) (in-kind; estimated) vi. $250,000 Value City right-of-way encroachment fees waived to accomplish goals of Agreement (in-kind, estimated). KCATA shall use local match in accordance with this Agreement and with other applicable standards of City attributable to the requirements of the funds provided. City shall contribute the cash items to KCATA within thirty (30) days after KCATA sends to City a request for funds. f. Assist KCATA in identifying not less than one and one-half acres of land in the general vicinity of Bannister Road and Hillcrest Road (in the vicinity of the former Bannister Mall) for the purpose of constructing a transit center, as part of any redevelopment plan reviewed and approved by the City; upon identification of such property and implementation of transit center design and construction by KCATA, City will provide KCATA $1,000,000 in previously authorized funds for Three Trails Transit Center (Public Works Department) for the purpose of creating a more enhanced and pedestrian friendly transit center, subject to the reappropriation of funds by separate ordinance; such funds maybe used by KCATA as additional local match; g. Cooperate with KCATA on the design and construction for all Troost BRT stations/stops, shelters, signals, pavement and streetscape improvements and related improvements; h. Require that contractors provide required documentation for BRT work to be reimbursed by the KCATA or to be identified as local matching funds; documentation shall include but not be limited to certified payment applications identifying BRT work, lien waivers, payroll records and certifications; i. Assure that FTA procurement, project management and contract requirements are met in any City contracts for the design, construction or implementation of BRT related efforts where such work includes the use of FTA funds or City funds proposed to match the Federal funds for participation in the project in accordance with FTA Contract Provisions and assure all necessary FTA required environmental analyses and clearances are completed; j. Design the Troost Bridge in accordance with standard engineering requirements of the City and consistent with related requirements of a bridge of the span and usage proposed for the Troost Bridge; secure all required governmental permits including required National Environmental Policy Act (NEPA) clearances and/or permits from the Corps of Engineers within ninety (90) days of the date of the Agreement for work within or affecting the Brush Creek floodplain; bid the construction in accordance with the FTA Contract Provisions, and work cooperatively with the KCATA related to FTA funding requirements; provide KCATA with NEPA compliance documentation; project bidding documentation verifying compliance with FTA funding requirements; and provide KCATA with final construction documentation including but not limited to: i. Post award submittal requirements; ii. construction contract, including evidence of insurance and bonds as provided in the bid package; and approved payment applications detailing transit (traffic signal and pedestrian walkways) related expenditures; and Compliance with Davis-Bacon requirements and documentation and verification of such compliance (Water Services Department); k. Submit all BRT City bid documents and contracts to KCATAs Senior Director of System Development and Engineering and Director of Procurement prior to publication and/or execution to assure consistency with the BRT Plan and compliance with the FTAs approved requirements; l. Design and construct the Troost Bridge designed for vehicular and pedestrian travel (Water Services Department) and provide operational and provide operational maintenance for the Troost Bridge, art and pedestrian walkways (Public Works Department); m. Submit invoices and other documentation (including but not limited to submittals identified in FTA Contract Provisions and Davis-Bacon oversight requirements) to KCATAs Senior Director of System Development and Engineering for review and approval on all City procurements and services on BRT project items for which reimbursement will be requested from KCATA (Water Services Department); n. Maintain rain gardens installed as part of the Troost BRT streetscape at no cost to KCATA (Water Services Department); o. Maintain street trees (currently the Department of Parks and Recreation is responsible for all streets trees within the City); p. Cooperate with KCATA in the securing of all necessary resolutions, permits, adoption of ordinances and City approvals as may be required by the City Code and implementing regulations. (Public Works Department); q. Issue encroachment actions, permits and authorizations required to accomplish the goals of this Agreement; r. Provide appropriate authorization for bus stops as provided in Section 70-566, Code of Ordinances or other applicable law (City Development Department); s. Assist KCATA in efforts to acquire rights-of-way, easements and other property for street widening at 39th Street and Troost, 75th Street and Troost and other locations as necessary and assist KCATA with any required relocation efforts, subject to a separate Relocation Agreement to be negotiated by City and KCATA (City Development Department); t. Assist with development of and approval of streetscape standards for use and implementation as part of Troost BRT (City Development Department); u. Transfer ownership of City owned property located at the southwest corner of 31st Street and Troost to KCATA to be used for BRT transit improvements and parking (City Development Department/General Services Department); v. Establish traffic regulations pursuant to the City Code that designate bus loading zones needed to implement Troost BRT (Public Works Department); w. Monitor construction of BRT improvements to be owned by the City, including but not limited to traffic signals, pavement improvements, and streetscape for general compliance with City approved plans, regulations and requirements (Public Works Department); x. Allow KCATA access to electrical power for BRT stations through City traffic signal controller owned and maintained by City at locations identified as the Stations and at future locations as added by KCATA for improved transit service provided that KCATA reimburses City the actual cost of the electrical power consumed by KCATA as provided in a supplemental agreement in a form substantially similar to the Memorandum of Understanding for Payment for Electric Power for Max BRT Stations (Public Works Department); y. Coordinate with KCATA for the installation of trash recycling receptacles in or adjacent to BRT Stations, such receptacles may be installed and serviced by City, under its existing recycling program at BRT Station locations determined by City and coordinated with KCATA (Public Works Department); z. Review and approve Street Preservation improvements (mill and overlay and utility lid adjustments) planned in connection with BRT pavement improvements (Public Works Department); aa. Contribute non-BRT funds to KCATA for expanded street preservation improvements along Troost in an amount not to exceed six hundred thousand dollars ($600,000) within thirty (30) days of receipt of invoice (Public Works Department); bb. Authorize KCATA to receive Troost BRT Traffic Signal Priority (TSP) data and video data (security camera video from City Hall via existing wireless communications system between City and KCATA (Public Works Department); Design and construct traffic signal upgrade at 10th and Main Streets and modify pavement striping to accommodate conversion of 10th Street from one way to two way traffic between Walnut and Main Streets (Public Works Department); Design traffic signal upgrades at 12th, 13th and 14th and Wyandotte Streets for the purpose of completing Main Street MAX signal improvements and provide to KCATA new decorative signal poles to be installed by KCATA contractor as part of the contract for the Troost BRT signal improvements. OBLIGATIONS OF KCATA. KCATA agrees to take the certain actions identified hereafter: a. Design and construct traffic signal upgrades as required in accordance with the BRT Plan; extent of improvements shall be limited to the amount stated in the Matrix and Troost BRT Budget; b. Coordinate with City to receive Troost BRT TSP data and video data (security camera video) from City Hall via existing wireless communications system between City and KCATA, the cost of maintaining and upgrading the TSP monitoring equipment and wireless system delivering the data to be borne by KCATA. c. Review City-prepared BRT funded bid packages and professional service and construction contracts for compliance with FTA requirements and consistency with BRT plan to ensure BRT scope schedule and budget is maintained and provide written comments in a timely fashion; d. Review and pay design and construction invoices within thirty (30) days after submitted by City for Troost BRT improvements included in the Matrix and within the stated Troost BRT Budget; e. Operate and maintain the Troost BRT vehicles, stations/stops, shelters and other passenger amenities provided specifically for BRT operations; f. Assure that current FTA requirements are provided to City for all related expenditures to be reimbursed by FTA funding; g. Provide final design and construction for all BRT stations, stops, park and rides, terminals, shelters, streetscape, public art and related BRT improvements as identified in the Matrix; h. Coordinate development of streetscape concepts and plans with the Departments of Public Works, Park and Recreation and City Development including submission of the plans for review and approval prior to installation; i. Construct street improvements in accordance with the BRT Plan; improvements shall include but not be limited to those necessary to improve the overall ride of BRT buses and provide a sound staging area at bus stops; extent of improvements shall be limited to the amount stated in the Matrix and Troost BRT Budget; j. KCATA may adjust planned BRT and public improvements for BRT as necessary to meet transit operation needs, available funding, or other considerations including but not limited to third party improvement projects; k. Construct transit and parking improvements at the southwest corner of 31st and Troost provided that such parking improvements may be limited to the amount of funding provided by City and maintain transit and parking improvements during operation of Troost BRT; l. Provide $250,000 to the Troost bridge over Brush Creek project, subject to meeting FTA eligibility requirements including NEPA compliance, for the purposes of installing a new traffic signal and TSP system at Volker Boulevard; m. Undertake non-BRT street preservation in an amount not to exceed six hundred thousand dollars ($600,000) but in no event shall such work exceed the contribution by City; n. Design and construct a new transit center and parking in the vicinity of the former Bannister Mall area if a site is available for such transit center; o. Provide funding for traffic signal upgrade at 10th and Main Streets and modification of pavement striping to accommodate conversion of 10th street from one way to two way traffic between Walnut and Main Streets; p. Bid and construct traffic signal upgrades at 12th, 13th, 14th and Wyandotte Streets for the purpose of completing Main Street MAX signal improvements as part of Troost BRT signal improvements and reimburse City Seventy-two thousand two hundred thirty-four dollars and ninety cents ($72,234.90) for work previously completed by City and eighty thousand two hundred dollars ($80,200) for the cost of standard traffic signal poles and mast arms. 5. BRT DEVELOPMENT PROVISIONS. City and KCATA further agree to cooperate as follows: a. City and KCATA will exercise best efforts to complete the development of the BRT improvements for which each party is responsible under Sections 3 and 4 of this Agreement. The General Manager and the City Manager may, in their discretion, initiate actions to complete the improvements within the time requirements of the Schedule of Troost BRT Development as attached hereto as Attachment 6, and incorporated herein by reference. b. With respect to portions of the Troost BRT project that are within the jurisdiction of the Board of Parks and Recreation Commissioners, as more specifically identified on the Route, City and KCATA shall submit the design of streetscape improvements and street improvements to the Board for its review and approval in accordance with its standard practice and custom for final acceptance by the Board. 6. FINANCING THE BRT IMPROVEMENTS. This Agreement is funded substantially with Federal grant funds and is subject to the Federal Transit Administration requirements. This Agreement is contingent upon the receipt of such Federal funds. a. At the time of execution of this Agreement the Troost BRT Budget is estimated at $30,593,900.00, based on estimates set forth in Attachment 7 (Troost BRT Budget) and incorporated herein by reference. KCATA has secured FTA grants totaling $24,475,120.00 (80% funding) and is required to provide a 20% match ($6,118,780) from local sources. b. Local match will come from City Contributions specifically identified in Section 3 of this Agreement and from the sum of $1,200,000.00 previously contributed to KCATA by Kansas City Power & Light Company for transit related enhancements within and adjacent to the boulevards along Troost Avenue and from KCATA funds. c. As final design is completed on the various Troost BRT improvements, the Troost BRT Budget may be adjusted. KCATA may in it sole discretion determine how to adjust the cost of the Troost BRT improvements to maintain costs within the available funding. KCATA shall send notice to City within ten (10) days after KCATA makes any adjustment to the Troost BRT Budget. d. In the event that City determines that Other Non-BRT Improvements should be designed and constructed concurrent with Troost BRT and performed by BRT contractors, these costs will be recorded separately and be borne entirely by City with no obligation to KCATA; a separate agreement between the parties will be prepared to complete Other Improvements, as required. e City commits that it has funds available for the purposes and amounts described in Section 3 of this Agreement. The parties intend that such funds will be used as match and thus subject to FTA requirements. f KCATA reserves the right to adjust implementation of any work authorized under this Agreement to match available FTA funding. 7. PAYMENT. Funding under this Agreement, as noted in Section 6 above, is contingent on appropriation of such federal and local funds and the availability of such funds to KCATA. KCATA shall provide City notice of federal grant approvals or of any communication from FTA or any other source which advises that such funding is not forthcoming. To the extent funds are available, KCATA shall reimburse City but only for those items specifically identified in the Troost BRT Budget and for which City has provided documentation that FTA requirements, including bidding and contracting requirements have been satisfied. It shall be the decision of KCATA, and KCATA alone, as to whether the documentation is sufficient to support reimbursement. KCATA shall notify City in writing of the basis for rejection of any requested reimbursement. If any reimbursement later becomes ineligible by virtue of Citys failure to maintain infrastructure or supporting records as required in this Agreement, City shall forfeit such sum within sixty (60) days after KCATA sends notice to City that repayment is required. 8. TERM. This Agreement shall become effective upon execution and shall remain in full force and effect until the earlier of i) termination pursuant to Section 21, Defaults and Remedies; Termination or (ii) one year after the Useful Life of any improvement constructed under the provisions of this Agreement. It is acknowledged by the parties that the terms and conditions of any FTA funding requires that any work undertaken with the use of FTA funds must be maintained in a fashion to preserve the life of the improvement. 9. MAINTENANCE OF IMPROVEMENTS. Any improvements funded by FTA shall be maintained and made available to transit use during the Useful Life of such improvements. The Useful Life defines the maintenance responsibilities of each improvement and the duration each improvement must be maintained in good, safe and useful condition. Any improvements not addressed in the Useful Life will be the subject of subsequent amendments to this Agreement. If City fails to maintain the improvements or alters the purpose of such improvements for which it is responsible during the Useful Life of such improvements inconsistent with this Agreement, City shall tender to KCATA the full amount of such reimbursement if required by the FTA. 10. NO GRATUITIES AND KICKBACKS. The provisions of Citys Code Section 21765, prohibiting gratuities to City employees, and kickbacks by Contractors, and Sections 21770 and 21771, imposing sanctions for violations, shall apply to this Agreement. a. Gratuities. No party to this Agreement has or will offer or give any City or KCATA employee or officer a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation or preparation of any part of a contract requirement or purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any contract or subcontract, or to any solicitation or proposal therefor; b. Kickbacks. City and KCATA certify that no payment, gratuity, offer of employment or benefit has been or will be made by or on behalf of or solicited from any third party contractor under a contract to City or KCATA as an inducement for the award of a subcontract or order in connection with the subject matter of this Agreement. 11. CONFLICTS OF INTEREST. The provisions of Citys Code Sections 21015 and 21764, prohibiting City officers and employees from having a personal financial interest in any contract with City, Code Sections 21016 and 21770, imposing sanctions for violations, shall apply to this Agreement. KCATA and City each certify that no officer or employee of KCATA or City has, or will have, a direct or indirect financial interest in this Agreement which is incompatible with the officers or employees discharge of official duties in the public interest, and that no officer or employee of KCATA or 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 City or KCATA in this Agreement. 12. PROHIBITION AGAINST CONTINGENT FEES. The provisions of Citys Code Section 21766, prohibiting the retention of persons to solicit contracts for contingent fees, and Sections 21770 and 21771, imposing sanctions for violations, shall apply to this Agreement. No party to this Agreement will employ or retain any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies. For breach or violation of this warranty, City and KCATA shall each have the right to annul this Agreement without liability or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. 13. ASSIGNMENT. No party to this Agreement shall assign or transfer any part or all of their respective obligations or interests without the other parties prior written approval. If any party shall assign or transfer any part of its interests or obligations under this Agreement without such prior approval, it shall constitute a material breach of this Agreement. No party shall be obligated to pay or be liable for payment of any monies which may be due to any subcontractor of the other parties. City and KCATA shall include in any subcontract a requirement that the subcontractor shall comply with all requirements of this Agreement in performing the services hereunder. 14. INDEPENDENT CONTRACTOR. Each party of this Agreement is an independent contractor with respect to all services performed under this Agreement. City and KCATA each accept full and exclusive liability for the payment of any and all premiums, contributions or taxes for workers compensation, Social Security, unemployment benefits, or other employee benefits now or hereinafter imposed under any state or federal law which are measured by the wages, salaries or other remuneration paid to persons employed to perform the work under the terms of this Agreement. Nothing contained in this Agreement nor any act of City or KCATA shall be deemed or construed to create any thirdparty beneficiary or principal and agent association or relationship involving the other party. No party is agent of the others and no party has authority to take any action or execute any documents on behalf of the other parties. 15. 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 other than in the performance of this Agreement. 16. INDEMNIFICATION FOR NEGLIGENCE. (Intentionally deleted) 17. INDEMNIFICATION FOR PROFESSIONAL NEGLIGENCE. (Intentionally deleted.) 18. INSURANCE. The parties to this Agreement shall follow their own respective policies and regulations regarding insurance requirements. 19. GOVERNING LAW. This Agreement shall be construed and governed in accordance with the law of the State of Missouri. 20. COMPLIANCE WITH LAWS. City and KCATA and each of their subcontractors shall comply with all federal, state and local laws, ordinances and regulations applicable to this Agreement in addition to those laws, ordinances and regulations specifically identified in this Agreement. KCATA, at its own expense, shall secure all occupational and professional licenses and permits for the BRT implementation from public or private sources necessary for the fulfillment of the obligations under this Agreement. All references to Code shall mean Citys Code of Ordinances, including any amendments thereto or recodification thereof. 21. DEFAULTS AND REMEDIES; TERMINATION. a. A party to this Agreement shall be in default of this Agreement upon the happening of any of the following events: (i) Upon the levy of any attachment or execution of any process of a court of competent jurisdiction which does or will interfere with the performance of City or KCATA under this Agreement, and which attachment, execution or other process of such court is not enjoined, vacated, dismissed, or set aside within a period of thirty (30) days after entered; (ii) Upon the suspension or revocation of any act, power, license, permit, or authority that has the effect of preventing and stopping KCATA or City from performing under this Agreement. b. Upon the happening of any one or more of the events as set forth in this section or upon any other default or breach of this Agreement, written notice shall be provided to the defaulting party specifying the default. Upon receipt of such notice, the alleged defaulting party shall have a period of thirty (30) days to cure such default. Failure to cure such default entitles the non-defaulting parties to: (i) Interplead funds to a court or pay any sum required to be paid by City or KCATA to third parties and which City or KCATA has incurred in connection with this Agreement and failed to pay. Any amount so paid in good faith by any party, together with interest thereon at the maximum rate provided by law from the date of such payment, and all expenses connected therewith shall be repaid by the other party on demand; or (ii) Enjoin any breach or threatened breach by any party of any covenants, agreements, terms, provisions or conditions hereof; or (iii) Bring suit for the performance of any obligation under this Agreement or suit for any damage incurred for non-performance, all without terminating this Agreement; or (iv) Terminate this Agreement. c. No party shall be deemed to be in default in its performance under this Agreement where nonperformance is due to an unavoidable delay. Unavoidable delay means any circumstance beyond the reasonable control of the party which causes a delay in performance under this Agreement including, without limitation, war, strikes, lockouts, riots, floods, earthquakes, fires, acts of terrorism, casualties, labor disputes, embargoes, tornadoes, acts of God or any other causes beyond the reasonable control of the parties. d. This Agreement may be terminated by either party with notice to the other party in the event that the federal funds identified herein are no longer available. 22. 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. Each party reserves unto itself 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. 23. RIGHTS AND REMEDIES CUMULATIVE AND NOT EXCLUSIVE. All rights and remedies granted to the parties herein and any other rights and remedies which any party may have at law and in equity are hereby declared to be cumulative and not exclusive and the fact that such party may have exercised any remedy without terminating this Agreement shall not impair that partys rights thereafter to terminate or to exercise any other remedy herein granted or to which such party may be otherwise entitled. 24. ANTI-DISCRIMINATION. a. KCATA and City shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national, origin, disability or marital status. b. For work described in this Agreement and funded through the FTA, a Disadvantaged Business Enterprise (DBE) will be afforded every opportunity to participate. If certain components of the BRT project are assigned DBE goals, City and KCATA will make good faith efforts to utilize certified DBE firms in carrying out their respective duties and obligations under this Agreement. 25. AUDIT. a. The City Auditor, the City Manager, KCATA auditors and FTA shall have the right to audit this Agreement and all books, documents and records relating to thereto; b. KCATA and City shall maintain all books, documents and records relating to this Agreement during the term of the Agreement; c. The books, documents and records of KCATA and City, in connection with this Agreement shall be made available to the City Auditor, the City Manager, KCATA auditors and FTA for inspection and audit within ten (10) days after written request shall be made to KCATA or City. 26. SEVERABILITY OF PROVISIONS. Except as specifically provided herein, 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 the valid provisions of this Agreement are so essentially and inseparably connected with and so dependent upon the invalid provisions that it cannot be presumed that the parties to this Agreement could have included the valid provisions without the invalid provisions; or unless the court finds that the valid provisions, standing alone, are incapable of being performed in accordance with the intentions of the parties. 27. PREVAILING WAGE. Each party to this Agreement shall comply in all respects, when applicable or unless superseded by the Federal Transit Administration requirements, with the Prevailing Wage Laws of the State of Missouri, Section 290.210 to 290.340, RSMo., 2000, as amended, and any federal prevailing wage laws that apply to applicable work. Each party agrees that the other party shall not be responsible for assisting the other party in providing any required documentation necessary to demonstrate compliance with the Prevailing Wage Laws. 28. BINDING EFFECT. This Agreement shall be binding upon the parties hereto and upon their assigns, transferees and successors in interest, provided no party may assign this Agreement or the rights or obligations hereunder without the express written consent of the other parties. 29. REPRESENTATIONS AND WARRANTIES. City and KCATA each 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. 30. NOTICES. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed given when delivered personally or deposited in the United States Mail, either certified or registered mail, postage prepaid, overnight delivery service, return receipt requested, or by facsimile, addressed as follows: City: City Manager City Hall 29th Floor 414 East 12th Street Kansas City, MO 64106 Fax: 816-513-1363 with copies to: Director of Water Services 4800 E. 63rd St. Kansas City, MO 64130 Fax: 816-513-2085 Director of City Development 15th Floor City Hall 414 East 12th Street Kansas City, MO 64106 Fax: 816-513-2838 Director of Public Works 20th Floor City Hall 414 East 12th Street Kansas City, MO 64106 Fax: 816-513-2615 Director of General Services City Hall First floor 414 East 12th Street Kansas City, MO 64106 Fax: 816-513-1460 with a copy to: City Attorney 2800 City Hall 414 East 12th Street City, MO 64106 Fax: 816513-3133 KCATA: General Manager Kansas City Area Transportation Authority 1200 E. 18th Street Kansas City, MO 64108 Fax: 816-346-0235 with a copy to: Senior Director of System Development and Engineering, KCATA Kansas City Area Transportation Authority 1200 E. 18th Street Kansas City, MO 64108 Fax: 816-346-0235 and a copy to: BRT Project Coordinator Kansas City Area Transportation Authority 1200 E. 18th Street Kansas City, MO 64108 Fax: 816-346-0235 and a copy to: Jerome D. Riffel, Esq. Lathrop & Gage LLP 2345 Grand Boulevard City, MO 64108 Fax: 8162922001 31. AMENDMENT. This Agreement shall not be amended, modified or canceled without the written consent of the parties to this Agreement and any such action shall be subject to the provisions related to the FTA as set forth above. 32. MISCELLANEOUS. Each party to this Agreement agrees to perform any further acts and deliver any additional documents which may be reasonably requested to carry out the provisions of this Agreement. In the event any part, term or provisions of this Agreement shall be declared illegal or in conflict with any law, rule or regulation, the validity of the remaining portion, terms or provisions shall not be affected thereby. The terms and conditions contained herein constitute the entire agreement of the parties and supersede all prior written and oral agreements and understandings relating to the subject matter hereof. The captions at the beginning of each Section are used for convenience only and are not be used in attempting to construe any part of this Agreement. Unless the context indicated otherwise, words importing the singular number shall include the plural and words of masculine gender shall be deemed and construed to include the feminine and neuter genders and vice versa. IN WITNESS WHEREOF, the parties hereto have duly executed this instrument the day and year first above written. CITY OF KANSAS CITY, MISSOURI City By: ______________________________ ATTEST: City Manager _____________________________ City Clerk Approved as to form: _____________________________ Assistant City Attorney KANSAS CITY AREA TRANSPORTATION AUTHORITY KCATA By: ______________________________ General Manager ATTEST: LIST OF ATTACHMENTS 1 BRT Alignment (Route) 2 BRT Stations (Stations) 3 BRT Responsibility Matrix (Matrix) 4 FTA Contract Provisions 5 Useful Life and Maintenance Responsibilities 6 Schedule of Troost BRT Development 7. Troost BRT Budget 8. Legal Description 31st & Troost Property ATTACHMENT 1 BRT Alignment (Route) ATTACHMENT 2 BRT Stations (Stations) ATTACHMENT 3 BRT Responsibility Matrix (Matrix) ATTACHMENT 4 FTA Contract Provisions ATTACHMENT 5 Useful Life and Maintenance Responsibilities ATTACHMENT 6 Schedule of Troost BRT Development ATTACHMENT 7 Schedule of Troost BRT Development ATTACHMENT 8 Legal description 31st & Troost Property      PAGE 1 CC 2003510v14 -NUV < X   I ~  0 5 6 2uvyuqqhX_hGHh,Yh'&@ h'&@hZ0Ihf6h'& hf65 h'&5h'&B*CJaJphh'h'&B*CJaJphh'&CJaJh'h'&CJaJh'&B*CJOJQJaJph%h'h'&B*CJOJQJaJphhf6B*CJOJQJaJph+NV +  6 yC 7$8$H$`gdUI`gdZ0I`gd'&`gd'&$a$gd'&&$a$gd'&|vw*P !9r~P_Ct BCF[E%%z%|%779777 8 8 8 8888 hb0h'&CJOJQJ^JaJ hf6^Jh!Y5 hf6H* hUI5 hAh'& hQ-h'&hUIhGH h'&5 hGH5h'&hf6hX_ hehX_AGi"###M$$F%%M&d'I**&,-1D11#@ 0d^@ `0 #d^  & F@ 0^@ `0  & F^`1!2222334gXXM>M#d^` #d^#@ 0d^@ `0K# & FdEƀ.K# & FdEƀ.44:6667 8|89w: ;;<==?@sA`BCC &d^` & F^`gdUI  & F^` #d^888*8,838F8y8{8|8}8~88999999^;`;;;f<<<<<==P?t?tCvCCCMDODSDUD\D^DLEaEEEEEEENF_FbFGG6HqHHHHOIǿܟܚ h'&5 hf6\hf6B*OJQJphhf6B*OJQJ\]phhf6OJQJh'&B*ph hf6H*h'&hUIhf6hb0h'&B*ph hf6^J h'&^Jhb0h'&^J*OJQJh'&5B*OJQJphhf65B*OJQJph h'&5hf65OJQJh'&5OJQJhf6B*OJQJphh'&B*OJQJphh'&h.-:h'&OJQJ^Jh'&OJQJ hP,h'&0ϟ6^Š$8mf$`& P !d`& P !@ d`@ &@ d`@ gd'& & & p@ P !d`gd'&$& & p@ P !@ d^@ `gd'&@ ^@ gd'& @ ^@ `gd'& tuզ5P|&Hd@&^Hgd'& &Hd^Hgd'& &d@&gd'& &d@&gd'&&dgd'&& & xdP !$`'0*-dhgd'& &dh`gd'&&H^H$`a$է֧ /0JKz{h^h 0^`0^gd'&gd'& &$da$&d@&&d^ &d@&`gd'&Ҩ $%/01JKUVW{|کܩݩ CQgi|}ʿʿʿʿʸʿhR*jhR*U hf6H*hL hf65>* h'&5>*hlJh'&5>* hAhf6h'&5>*OJQJhlJh'&5>*OJQJhlJhf65>*OJQJhf65>*OJQJ hp>h'&h'&hf66 #1$a$gd'& &$da$gd'&gd'&1IWz۩ABPQ|~gd'&$a$ &$da$gd'&$a$gd'&$a$(($a$gdj2 hc3 h!Y5CJ hf6CJhf6h0J)mHnHu hf60J)jhf60J)UhR*21h:p L// =!"#$% ;J@J Normal 7$8$H$CJ_HaJmH sH tH @@@ Heading 1 $@&\^JF@"F Heading 2 & F@& \]^JD@2D Heading 3 & F@&\^J@B@ Heading 4 & F@&\BRB Heading 5 & F@&\]@b@ Heading 6 & F@&\<r< Heading 7 & F@&@@ Heading 8 & F@&]@ @ Heading 9 & F@&^JDA@D Default Paragraph FontViV  Table Normal :V 44 la (k(No List DTD Block Text]^2B@2 Body TextPMP Body Text First Indent `DC"D Body Text Indent ^.X1. 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