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Martin Luther King Light Rail & Bike Trail
PAT Edgewood Agreement of Cooperation



THIS AGREEMENT OF COOPERATION (this "Agreement") is made and
entered into as of the ___ day of _________, 2002, by and between
BOROUGH OF EDGEWOOD in the County of Allegheny, Pennsylvania


  A.    Port Authority, as part of its mass transit improvement program is
currently constructing a project (the "Project") to extend the Martin Luther King,
Jr. East Busway (the "East Busway Extension") through, inter alia, the Borough
of Edgewood.

  B.    Construction of the East Busway Extension is in the public interest
and will be beneficial and advantageous to Edgewood in that it will facilitate the
expeditious and effective movement of transit patrons by reducing travel time
and improving the quality and reliability of service for people using mass transit,
it will provide an economic benefit to Edgewood and the nearby communities,
and it will materially contribute to the well-being, progress and development of

  C.    Notwithstanding the foregoing Recital B, the benefits and
advantages of the Project and its contribution to the well-being, progress and
development of Edgewood, Edgewood Is. and remains, in favor of a possible
future conversion of the East Busway and East Busway Extension to a light rail
transit system.

  D.    As part of the Project and subject to the approval of the United
States Department of Transportation Federal Transit Administration (the "FTA"),
Port Authority will extend a linear park (the "Linear Park") adjacent to the East
Busway Extension through, and for the benefit of, Edgewood, which Linear Park,
by definition, wilt include the construction of a decorative pedestrian bridge
across Race Street connecting the Linear Park on each side.

  E.    Additionally, for the benefit of Edgewood and the Project, the
Project includes, or will be modified to include, the following improvements:

        (i)    Construct the Edgewood Station (as hereinafter defined);

        (ii)   Repave portions of Edgewood Avenue as necessitated by
the Edgewood Station and the Linear Park:

        (iii)   Rehabilitate the existing Swissvale Pedestrian Tunnel
located in the vicinity of the Edgewood Train Station in accordance with the
Plans as said term is defined below;

        (iv)   Construct the Linear Park in accordance with the Plans as
said term is defined below;

        (v)   Rehabilitate the Edgewood Train Station located at the
intersection of Maple Street and Swissvale and Edgewood Avenues in
accordance with the Plans as said term is defined below; and

        (vi)   Attempt to convene a meeting between Norfolk Southern
Railroad and Edgewood to discuss the potential rehabilitation or beautification of
the retaining wall running along Pennwood Avenue in the Borough of Edgewood.

  F.    Port Authority recognizes that portion of the Project passing
through Edgewood is to be integrated with the surrounding residential,
recreational and commercial uses.

  G.    In connection with the Project. Port Authority will require the
cooperation of Edgewood.

  NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the parties intending to be legally bound hereby,
agree as follows:

  1.    Construction of Improvements. In accordance with the plans and
specifications as they have been and will be developed for the portion of the
Project through Edgewood (the "Plans"), Port Authority, at its own cost and
expense, shall:

        (a) construct a new station (the "Edgewood Station"), which
Edgewood Station may include, subject to cooperation and contribution of
Edgewood Towne Centre, a pedestrian bridge;

        (b) construct the Linear Park;

        (c) rehabilitate the Swissvale Pedestrian Tunnel located under the
existing railroad tracks (the "Swissvale Pedestrian Tunnel Rehabilitation");

        (d) rehabilitate both the interior and exterior of the Edgewood Train
Station to the extent of Port Authority's budget of $325,000 (the "Edgewood
Train Station Rehabilitation"). Upon completion of the foregoing rehabilitation,
Edgewood may determine the use of the Edgewood Train Station and Port
Authority shall lease Edgewood Train Station to Edgewood for $1.00 per year for
29 years, with automatic year to year renewals unless otherwise terminated by

        (e) install fencing at Edgewood Towne Centre;

        (f) repave Edgewood Avenue from the intersection of Maple
Avenue to LaCrosse Street In conjunction with the Project and explore related
improvements along said section of Edgewood Avenue; and

        (g) construct decorative walls with ironwork between the Linear
Park and the portion of East Busway Extension in Edgewood.

  Edgewood and Port Authority will cooperate in the timely review of
the design and materials associated with the above Improvements (the

  2.    Permanent Easements. At no cost to Port Authority and as
deemed necessary by Port Authority, Edgewood hereby grants to Port Authority
each of the following permanent easements (each a "Permanent Port Authority
Easement and, collectively, the "Permanent Port Authority Easements');

        (a) an easement over Race Street (the "Race Street Easement) at
the location shown on the Plans in order for Port Authority to construct, maintain
and operate the East Busway Extension in such easement area.

        (b) an easement to rehabilitate, maintain and use the railroad
bridge (the "Railroad Bridge Easement") over Interstate Highway 376 at the
location shown on the Plans.

        (c) an easement on Edgewood Avenue (the "Edgewood Avenue
Basement) at the location shown on the Plans in order for Port Authority to
construct, operate and/or maintain the Edgewood Station

        (d) an easement to construct and maintain the Edgewood Towne
Centre Tap and the Edgewood Avenue Tap, as each term is defined below,
(each a Tap Easement and together the "Tap Easements") at the locations
shown on the Plans.

  3.    Drainage. In connection with the Project, Port Authority will need to
tap into the existing Edgewood stormwater system to permit drainage in
accordance with the Plans. All work done In connection with said Edgewood
stormwater system shall be done at Port Authority's sole cost and expense. In
connection therewith, Edgewood hereby authorizes Port Authority to tap into the
existing Edgewood stormwater system at Edgewood Towne Centre at
approximately Busway Station 619 (the "Edgewood Towne Centre Tap") in
accordance with the stormwater management design submitted by Port Authority
to Edgewood on September 11.2000, as subsequently revised by submittals
Edgewood on April 5, 2001 and February 8, 2002. Port Authority also will
construct a stormwater drainpipe under Edgewood Avenue In accordance with
the plans submitted to the Pennsylvania Public Utility Commission at
approximately Busway Station 607 (the "Edgewood Avenue Tap").

  4.    Dismissal/Discontinuance of Edgewood Actions.

        (a) Edgewood hereby rescinds the Stop Work Order issued to Port
Authority and dated January __ 2002 and Port Authority hereby agrees to
withdraw its appeal in connection with the same, and further agrees not to issue
any farther Stop Work Orders, enforcement actions or any other action to halt or
otherwise delay the Project.

        (b) Edgewood hereby agrees to immediately discontinue its action
with the Pennsylvania Public Utility Commission at docket no. A-00116628, and
its appeal with respect to the same matter in Pennsylvania Commonwealth Court
at docket no. 624 M.D. 2001.

  5.    Construction Easements. Edgewood hereby grants temporary
construction easements at no expense to Port Authority and its contractors as

necessary in connection with the following, all as shown on the Plans:

        (a) construction of the Edgewood Station;

        (b) construction of the Linear Park;

        (c) construction of the Race Street Bridge;

        (d) Installation of the Edgewood Towne Centre Tap and the
Edgewood Avenue Tap;

        (e) the Swissvale Pedestrian Tunnel Rehabilitation and the
Edgewood Train Station Rehabilitation;

        (f) repaying Edgewood Avenue as affected by the construction of
the Edgewood Station and the Linear Park; and

        (g) construction of the Project (each of the foregoing (a) through
(g) an "Improvement and, collectively, the "Improvements").

  6.    Ongoing Maintenance. Edgewood shall be responsible, at its sole
cost and expense, for ongoing and/or subsequent maintenance and repair of
Edgewood Avenue, the Linear Park, the Edgewood Train Station and the
Swissvale Pedestrian Tunnel. Except as otherwise set forth above, Port
Authority shall be responsible for maintaining all of Port Authority's walls, barriers
and other Improvements and facilities owned by Port Authority.

  7    Curb Cuts, Easements, Encroachments, Permits and Approvals. In
addition to the Permanent Port Authority Easements and in accordance with Port
Authority's project schedule for the Project, Edgewood hereby authorizes all curb
cuts for the Project and all surface, subsurface, aerial and bridge easements and
encroachments, both permanent and temporary, necessary in constructing and
operating the East Busway Extension and Linear Park, all fn accordance with the
Plans and to the extent such curb cuts, easements and encroachments relate to
locations within Edgewood. In addition thereto, Edgewood hereby authorizes all
permits, reviews and approvals relating to the Project. The foregoing shall not
e construed as any agreement by Port Authority that Port Authority is required
to obtain any such permits or approvals in connection with the construction or
operation of the East Busway Extension or the Project.

  8.   Municipal Utilities. To the extent the construction of the East
Busway Extension and the Linear Park requires the relocation of existing
municipal utility systems located within Edgewood or the construction of
connections to Edgewood's storm sewer facilities, Edgewood hereby grants to
Port Authority the right to undertake such relocation and construction and Port
Authority, at its sole cost and expense, will undertake such relocation and
construction, subject always to the right of Edgewood to review the plans
therefor [sic]. Upon such relocation or construction, Edgewood will thereafter own
maintain and operate all such relocated utility systems and storm sewer or other

  9.    Street Vacation. Upon the request of Port Authority, Edgewood, at
no cost to Port Authority, shall promptly vacate any Edgewood streets, roads
alleys, easements, rights-of-way and other public ways to be eliminated in
Edgewood in connection with the construction and/or operation of the East
Busway Extension, all as shown in the Plans, and shall in a timely manner take
all actions necessary to approve such vacations. In connection with such
vacations by Edgewood, Edgewood shall concurrently convey to Port Authority,
at no cost to Port Authority, any and all Interests Edgewood may have in and to
the real property under any such vacated street, road, alley, easement, right-of-
way or other public way.

  10.   Construction Activities and Hauling. Edgewood hereby agrees
that, in connection with the Project, and the performance of the demolition and
construction contemplated herein. Port Authority, Its contractors, subcontractors
and other representatives, at no cost to Port Authority or any such third party,
may (i) with the approval of Edgewood, which approval shall not unreasonably
be withheld, delayed or conditioned, temporarily close Edgewood roadways or
otherwise restrict vehicular and pedestrian traffic on Edgewood roadways
(including adjacent pedestrian ways) as deemed reasonably necessary or
desirable by Port Authority for the efficient construction of the East Busway
Extension or the performance of such demolition and construction and (ii) place
appropriate temporary traffic control signs, traffic control personnel and
temporary traffic control devices on all such roadways and adjacent pedestrian
ways to control and regulate vehicular and pedestrian traffic in and around the
construction and demolition sites, including detour routes, as deemed necessary
or appropriate by Port Authority.

  11.   Linear Park. Port Authority and Edgewood recognize that the
Linear Park is being constructed adjacent to the East Busway Extension as an
accommodation to the municipalities through which the East Busway Extension
shall pass. Subject to Section 19 hereof, the Linear Park shall be constructed by
Port Authority in accordance with the Plans and Edgewood agrees that all of the
rights, benefits, authorizations and approvals granted to Port Authority herein
extend to Port Authority not only for construction of the East Busway Extension
but also for construction of the Linear Park. Upon completion of the Linear Park,
pursuant to a separate agreement, Edgewood, whether by deed, easement,
license or other conveyancing [sic] mechanism and agreement, agrees to take foil
responsibility and liability for the maintenance, operation and security of the
Linear Park in Edgewood. Edgewood will carry appropriate Insurance with
respect to the Linear Park as approved by Port Authority and wilt name Port
Authority as an additional insured. Upon such termination of park use,
Edgewood agrees to additionally reimburse Port Authority, immediately upon
demand of Port Authority, for the undepreciated value of the Linear Park
improvements and related costs in order for Port Authority to reimburse the FTA
for the same.

  12.   Edgewood Access Rights. Where necessary and pursuant to a
separate agreement, Port Authority shall grant Edgewood the right to access the
portion of the East Busway Extension located in Edgewood for Edgewood to
maintain its municipal facilities lying thereon and/or thereunder.

  13.   Further Assurances. Edgewood and Port Authority each hereby
agrees to execute and deliver, at the request of the other, such bills of sate and
easement and maintenance agreements and other such documents as are
necessary or reasonably desirable to memorialize the ownership rights and
maintenance obligations set forth in this Agreement.

  14.   Edgewood Train Station. Port Authority will complete the
rehabilitation of the Edgewood Train Station within eighteen (18) months of the
completion of the final plans therefor [sic], provided that no delays with respect to
said rehabilitation are caused by events not within Port Authority s control.

  15.   Future Cooperation. The parties agree that it is in their mutual
interest to pursue further advancements and refinements with respect to public
transportation In Edgewood. In light of such interest, Port Authority and
Edgewood agree as follows:

        (a) Port Authority will assist Edgewood in developing a plan for the
revitalization of the Edgewood business district (the "Edgewood Avenue
Revitalization Planning Process"). Port Authority's contribution to the Edgewood
Avenue Revitalization Planning Process, unless increased at the sole discretion
of the Port Authority, shall be $65,000. The Edgewood Avenue Revitalization
Planning Process shall include exploring parking alternatives, but shall not
include relocation of the curb line on Edgewood Avenue opposite the Edgewood

        (b) Port Authority's Board has approved, and Port Authority will
initiate, the Eastern Corridor Transit Study to explore transit needs and
operations in the Eastern Corridor (that area between the Allegheny and
Monongahela Rivers extending from Allegheny to Westmoreland County), which,
among other things, will consider the conversion of the Martin Luther King, Jr.
East Busway to a light rail transit system, and Port Authority agrees that an
individual designated by Edgewood may participate in such study.

        (c) Port Authority shall contribute $60,000 to Edgewood in
consideration of the drainage rights granted in Section 3 and the authorization of
all curb cuts, easements, encroachments, permits and approvals under Section 7
of this Agreement.

        (d) Edgewood will provide emergency services to the portion of the
East Busway Extension running through Edgewood and Port Authority will assist
Edgewood in the cost of augmenting or upgrading Edgewood's equipment to
provide said emergency services, such assistance by Port Authority to be in the
amount of $250.000.

        (e) Port Authority will develop plans for a pedestrian bridge from
Edgewood Station to Edgewood Towne Centre and will cooperate with
Edgewood In obtaining funding for the same.

        (f) As part of the Edgewood Avenue Revitalization Planning
Process, Port Authority and Edgewood shall explore the possibility and feasibility
of parking alternatives to replace the on-street parking eliminated by the
Edgewood Station and the Linear Park.

        (g) Upon completion of the Edgewood Station. Port Authority will
schedule regular stops at the Edgewood Station consistent with Port Authority s
operation of other Stations along the East Busway Extension.

        (h) The amounts set forth in subsections (c) and (d) wilt be paid by
Port Authority to Edgewood within [30] days of the execution of this Agreement
by both parties, provided that Edgewood has fulfilled its obligations in
accordance with Section 4 of this Agreement. The amount set forth in
subsection (a) will be paid as such costs are incurred.

  16.   Termination.

        (a) It is understood by Edgewood that all costs of the construction
of the Project are to be financed by various federal, state and local governmental
bodies. Accordingly, in the event of delays or difficulties in Port Authority's
securing such financing. Port Authority, in its sole discretion, may cancel the
construction of the East Busway Extension, or portions thereof, and, upon written
notice thereof to Edgewood, may terminate this Agreement. Upon any such
termination by Port Authority, any further obligations of either party under this
Agreement shall be null and void without any further action by either party,
except that no such cancellation or termination shall relieve either party of any
obligation Incurred under this Agreement as a result of any acts undertaken prior
to such cancellation or termination or of the obligation to make any area safe
where work has commenced pursuant to the terms of this Agreement.

        (b) Edgewood and Port Authority acknowledge that certain "re-
evaluations" (the "New Environmental Work") of the Phase I Martin Luther King,
Jr. East Busway Extension Environmental Assessment dated October 1995 and
the Supplemental Assessment dated January 2000 may need to be made with
respect to changes In portions of the Project that have been made or required
since FTA approval of the Project. The New Environmental work relates to (i)
construction of the Linear Park, and (II) construction of the Edgewood Station
(such items in (i) and (ii) hereof are sometimes hereinafter collectively referred to
as the "Revised Project Work"). Upon completion of such New Environmental
Work, FTA will need to approve the Revised Project Work. To the extent that all
or any portion of the Revised Project Work is not approved by the FTA, Port
Authority shall remove that portion of the Revised Project Work from the Project
and neither Port Authority nor Edgewood and have further liability with respect to
such matter, except that no such removal shall relieve either party of (i) any
obligation incurred under this Agreement as a result of any acts undertaken prior
to such removal or (ii) the obligation to make any area safe where work has
commenced pursuant to the terms of this Agreement.

  17.   No Implied Amendment of Existing Maintenance Responsibilities.
It is understood and agreed that, except as otherwise expressly provided in this
Agreement, nothing in this Agreement shall be construed so as to in any way
alter or affect existing maintenance responsibilities of Port Authority, Edgewood
or any third party for any streets, roads, alleys, vehicular bridges, pedestrian
bridges, sewer and water facilities or other public ways, facilities or utilities.

  18.   Cooperation. Edgewood hereby agrees to cooperate with Port
Authority, at Port Authority's request, in respect of any and all hearings and
requests for permits or other approvals before or required by any regulatory
agency, board or other entity, including, without limitation, hearings before the
Pennsylvania Public Utility Commission ("PUC"), relating to any of the matters
contemplated In this Agreement or the design and construction of the Project.
The parties will also cooperate to effectuate any zoning changes, including but
not limited to the granting of variances, that may be required in Edgewood with
respect to the Project and the use of the East Busway Extension. The foregoing
shall not be construed as any agreement by Port Authority that Port Authority is
required to obtain any zoning approvals or changes from Edgewood, or to
comply with the zoning ordinances of Edgewood, In connection with the
construction or operation of the East Busway Extension.

19.   Applicability of Federal Rules and Regulations. The parties
understand and acknowledge that a portion or portions of the East Busway
Extension are funded by a grant or grants from the FTA, and, as such, is subject
to the rules and regulations governing federally funded projects.

20.   FTA Approvals: Completion of Improvements.

        (a) In addition to and in consideration of the foregoing, the parties
understand and acknowledge that certain of the Improvements, specifically the
Linear Park, Edgewood Station and the pedestrian bridge to Edgewood Towne
Centre (the "Contingent Improvements") have yet to be approved for funding by
FTA, and that the construction of such Contingent Improvements are subject to
such FTA funding approval. If FTA does not approve the Contingent
Improvements or Substitute Improvements (as defined below) for funding, the
parties agree to meet promptly to discuss other comparable Improvements to
benefit Edgewood which improvements shall be transit-related ("Substitute
Improvements1'), which Substitute Improvements shall also be subject to FTA

        (b) The parties further understand and acknowledge that the
Improvements, including the Contingent improvements or, if necessary, the
Substitute Improvements, if they are approved by the FTA, will not be complete
prior to the completion and/or opening of the East Busway Extension. Except for
the Edgewood Train Station, Port Authority shall endeavor to complete the
remaining Improvements within thirty (30) months of the later of (i) FTA's
approval of all such Improvements, or (ii) Port Authority's receipt of full funding
for such Improvements; provided that funding for such Improvements is not
rescinded or canceled, and that such schedule is subject to change as a result of
events beyond Port Authority's reasonable control.

  21.   General Terms and Conditions.

        (a) Captions. The captions utilized in this Agreement are for the
purposes of identification only and shall not control or affect the meaning or
construction of any of the provisions hereof.

        (b) Benefits and Binding Effect. This Agreement shall be binding
upon and shall inure to the benefit of each of the parties and of their respective
successors and assigns.

        (c) Integration. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
previous negotiations, representations, commitments and writings.

        (d) Modification and Waiver. This Agreement may not be
amended, released, discharged, rescinded or abandoned, except by a written
agreement duly executed by each of the parties hereto. The failure of any party
hereto at any time to enforce any of the provisions of this Agreement will in no
way constitute or be construed as a waiver of such provision or of any other
provision hereof, nor in any way affect the validity of, or the right thereafter to
enforce, each and every provision of this Agreement.

        (e) Governing Law. This Agreement and its validity, construction,
administration, and all rights hereunder, shall be governed by the laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws provisions.

        (f) Notices. Wherever provision Is made in this Agreement for the
giving of any notice, such notice or other Instrument shall be in writing and shall
be deemed to have been duly given, served and delivered, (i) on the date of
personal delivery, (ii) on the date of receipt or on the date of refusal of
acceptance (as shown on the return receipt) if mailed by registered or certified
mail, postage prepaid and return receipt requested, (ill) on the date transmitted
by telecopier (as shown on the sender's transmission confirmation), or (iv) on the
next business day after delivery to a common carrier that guarantees delivery on
the next business day if the conditions to the carrier's guarantee are complied
with, in each case addressed as follows:
If to Edgewood:            Borough of Edgewood
                                        Pittsburgh, PA 152__
                                       Attn: Borough Manager
                                       Telecopier: (412)__-___

If to Port Authority:    Port Authority of Allegheny County
                                       2235 Beaver Avenue
                                       Pittsburgh. PA 15233
                                       Attn: Assistant General Manager
                                       Engineering and Construction Division
                                       Telecopier (412) 237.7176

Each party hereto may change its mailing address by giving to each other party
hereto written notice of election to change such address and of such new

        (g) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.

Attest:                                                  BOROUGH OF EDGEWOOD
By: ____________                           By: ___________________
Its: _______________                    Its: __________________


Attest:                                                  PORT AUTHORITY OF ALLEGHENY


By: ______________                       By: _________________
Its:_______________                      Its:__________________

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