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HomeMy WebLinkAbout2015/02/02 - ADMIN - Agenda Packets - City Council - RegularAGENDA FEBRUARY 2, 2015 (Councilmember Sanger Out) 6:00 p.m. SPECIAL STUDY SESSION – Community Room Discussion Items 1. 30 min. SWLRT Master and Subordinate Funding Agreements 2. 20 min. 13th Lane and Texas Avenue Redevelopment Proposals 6:50 p.m. BOARDS & COMMISSIONS INTERVIEW – Community Room 7:20 p.m. ECONOMIC DEVELOPMENT AUTHORITY -- Council Chambers 1. Call to Order 2. Roll Call 3. Approval of Minutes 3a. Economic Development Authority Meeting Minutes January 5, 2015 4. Approval of Agenda 5. Reports 5a. Approval of EDA Disbursements 6. Old Business – None 7. New Business 7a. Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Recommended Action: • Motion to Adopt EDA Resolution approving the Purchase Agreement between the EDA and DMD Properties, LLC. • Motion to Adopt EDA Resolution for Interfund Loan related to the acquisition of 5725 Highway 7. 7b. Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Recommended Action: Motion to Adopt EDA Resolution approving the proposed Assignment and Assumption of Redevelopment Contract between MSP SLP Apartments, LLC and Sidal Crossroads Co., LLC. 8. Communications -- None 9. Adjournment 7:30 p.m. CITY COUNCIL MEETING – Council Chambers 1. Call to Order 1a. Pledge of Allegiance 1b. Roll Call Meeting of February 2, 2015 City Council Agenda Auxiliary aids for individuals with disabilities are available upon request. To make arrangements, please call the Administration Department at 952/924-2525 (TDD 952/924-2518) at least 96 hours in advance of meeting. 2. Presentations -- None 3. Approval of Minutes 3a. Closed Executive Session Minutes January 12, 2015 3b. Study Session Meeting Minutes January 12, 2015 3c. City Council Meeting Minutes January 20, 2015 4. Approval of Agenda and Items on Consent Calendar NOTE: The Consent Calendar lists those items of business which are considered to be routine and/or which need no discussion. Consent items are acted upon by one motion. If discussion is desired by either a Councilmember or a member of the audience, that item may be moved to an appropriate section of the regular agenda for discussion. The items for the Consent Calendar are listed on the last page of the Agenda. Recommended Action: Motion to approve the Agenda as presented and items listed on the Consent Calendar; and to waive reading of all resolutions and ordinances. (Alternatively: Motion to add or remove items from the agenda, or move items from Consent Calendar to regular agenda for discussion.) 5. Boards and Commissions -- None 6. Public Hearings – None 7. Requests, Petitions, and Communications from the Public -- None 8. Resolutions, Ordinances, Motions and Discussion Items 8a. Facility for Outdoor Refrigerated Ice and Other Uses Recommended Action: Motion to authorize staff to enter into the design development phase with RSP Architects for the construction of an outdoor refrigerated ice facility and negotiate a final agreement with the St. Louis Park Hockey Association relating to their financial contribution and use of the facility. 8b. SWLRT Master and Subordinate Funding Agreements Recommended Action: • Motion to Approve a Master Funding Agreement between the City and Metropolitan Council to provide for the transfer of funds between the agencies. • Motion to Approve Subordinate Funding Agreements between the City and Metropolitan Council for each of the following Locally Requested Capital Investments (LRCIs). Staff recommends that each of the projects noted below and the related Subordinate Funding Agreement be acted on separately by the Council: Xenwood Avenue Underpass $382,607 Beltline Boulevard Underpass $1,192,792 Lynn Avenue Extension $72,230 Beltline Blvd/CSAH 25 Intersection Improvements $126,943 Louisiana Station Trail $68,617 9. Communications -- None Meeting of February 2, 2015 City Council Agenda CONSENT CALENDAR 4a. Adopt Resolution for 2015 Liquor License Renewals for the license year term of March 1, 2015 through March 1, 2016. 4b. Adopt the following Resolutions Imposing Civil Penalties for Liquor License Violations according to the recommendation of the City Manager: • Resolution imposing civil penalty for liquor license violation on November 28, 2014, at Park Tavern Lounge and Lanes, 3401 Louisiana Ave. So. • Resolution imposing civil penalty for liquor license violation on November 6, 2014, at St. Louis Park Liquor, 6316 Minnetonka Blvd. • Resolution imposing civil penalty for liquor license violation on November 6, 2014, at Vitali’s Bistro, 5101 Minnetonka Blvd. • Resolution imposing civil penalty for liquor license violation on November 28, 2014, at Yangtze River Restaurant, 5625 Wayzata Blvd. 4c. Approve Second Reading and Adopt Ordinance amending Chapter 36 of the St. Louis Park City Code pertaining to Planned Unit Developments, and to approve the Ordinance summary for publication. 4d. Authorize staff to purchase up to $760,000 of office partitions, workstations, and furniture with state contract pricing from Hendrickson PSG. 4e. Accept for filing City Disbursement Claims for the period of December 27, 2014 through January 23, 2015. 4f. Approve for filing Fire Civil Service Commission meeting minutes of November 17, 2014. 4g. Approve for filing Planning Commission meeting minutes of January 7, 2015. St. Louis Park Economic Development Authority and regular City Council meetings are carried live on Civic TV cable channel 17 and replays are frequent; check www.parktv.org for the schedule. The meetings are also streamed live on the internet at www.parktv.org, and saved for Video on Demand replays. The agenda is posted on Fridays on the official city bulletin board in the lobby of City Hall and on the text display on Civic TV cable channel 17. The agenda and full packet are available by noon on Friday on the city’s website. Meeting: Special Study Session Meeting Date: February 2, 2015 Discussion Item: 1 EXECUTIVE SUMMARY TITLE: SWLRT Master and Subordinate Funding Agreements RECOMMENDED ACTION: Discuss changes to requirements for approving a Subordinate Funding Agreements between the City and Metropolitan Council. POLICY CONSIDERATION: Does the City Council wish to commit at this time to fully fund the entire design and environmental costs for the five identified LRCIs in St. Louis Park? SUMMARY: On the regular City Council meeting agenda is consideration of Subordinate Funding Agreements for the following Locally Requested Capital Investments: Xenwood Avenue Underpass $382,607 Beltline Boulevard Underpass $1,192,792 Lynn Avenue Extension $72,230 Beltline Blvd/CSAH 25 Intersection Improvements $126,943 Louisiana Station Trail $68,617 Total $1,843,189 Suspending the Subordinate Funding Agreements The SPO has changed its stance on whether or not the City could suspend the design and environmental work part way through it, and has indicated that the City will be responsible for the entire design and environmental review. Even in the event the City chooses to not further pursue the LRCI at any time during this phase, the SPO would have to continue the work and the City would be responsible for the costs. Previously, it was stated that the City would be able to terminate the design process at any point, and need to only cover the costs incurred to date. FINANCIAL OR BUDGET CONSIDERATION: Approving all of the Subordinate Funding Agreements would commit the City to $1.843 million maximum to be paid to Metropolitan Council. VISION CONSIDERATION: St. Louis Park is committed to being a connected and engaged community. SUPPORTING DOCUMENTS: Discussion Prepared by: Meg McMonigal, Planning and Zoning Supervisor Reviewed by: Michele Schnitker, Interim Community Development Director Approved by: Tom Harmening, City Manager Special Study Session Meeting of February 2, 2015 (Item No. 1) Page 2 Title: SWLRT Master and Subordinate Funding Agreements DISCUSSION The following improvements have been identified over the past several months to be included in the SWLRT project, and are known as “Locally Requested Capital Improvements” (LRCIs). The Southwest Project Office (SPO) would design and conduct the necessary environmental review for these items in 2015. LRCI Costs for Engineering Design and Environmental Documentation – 2015 $ to SPO Est. $ by City Total City ‘15 1 Xenwood underpass $382,607 $300,000 $682,607 2 Beltline underpass $1,192,792 $1,192,792 3 Lynn extension $72,230 $72,230 4 CSAH 25/BL intersection $126,943 $126,943 5 Trail Oxford to WD $68,617 $68,617 Total in 2015 $1,843,189 $300,000 $2,143,189 Meeting: Special Study Session Meeting Date: February 2, 2015 Discussion Item:  EXECUTIVE SUMMARY TITLE: 13th Lane and Texas Avenue Redevelopment Proposals RECOMMENDED ACTION: No action required at this time. The purpose of this item is for discussion and to receive Council direction regarding a redevelopment proposal for two vacant parcels owned by the Minnesota Department of Transportation (MnDOT). POLICY CONSIDERATION: 1. Is the Council willing to consider land use reguidance and rezoning of these properties to allow the proposed development to occur? 2. Is the Council willing to enter into an agreement to continue solely working with Melrose Development? 3. Is the Council willing to consider approving a PUD on development sites less than 2 acres in size? SUMMARY: Melrose Development is proposing a multi-family development on property at 13th Lane and at Texas Avenue. The properties are currently unplatted and referred to as the 13th Lane Parcel and the Texas Avenue Parcel. (A map is attached showing their locations.) The properties were previously evaluated as part of the Excess Land Process begun in 2005 but the City did not acquire them at that time. There have been a number of inquiries for commercial development over the past few years, but previous Council direction has supported only multi- family, or mixed-use development for these parcles. Staff has been in conversation with Bob Cunningham, principal of Melrose Development, for the past year regarding his concept and has initiated the conveyance process with MnDOT with this direction in mind. The current proposal is for a multi-family development of rental units on each parcel, both similar in design, but two separate projects. The 13th Lane site is approximately .92 acres and zoned R-3 Two Family Residence. The proposal is for three buildings, each containing 13 units, for a total of 39 units. The density would be approximately 42 units/acre. The Texas Avenue site is approximately 1.3 acres and zoned R-1 Single Family Residence. The proposal for this site includes three buildings for a total of up to 40 units resulting in an approximate density of 30 units per acre. The buildings would be two to three stories in height and parking would be provided on-site. (Concept images are attached.) A Comprehensive Plan Amendment and a rezoning to a planned unit development would likely be needed for both properties. FINANCIAL OR BUDGET CONSIDERATION: None. The City must acquire the properties from MnDOT as they will not sell to a private entity. Staff recommends that a purchase occur only as a pass-through, with the developer purchasing the properties shortly after the City acquires them from MnDOT. The developer is not requesting any financial assistance. VISION CONSIDERATION: St. Louis Park is committed to providing a well-maintained and diverse housing stock. SUPPORTING DOCUMENTS: Discussion Map of Area of Interest Development Concept Plans Prepared by: Ryan Kelley, Associate Planner Sean Walther, Senior Planner Reviewed by: Michele Schnitker, Housing Supervisor Approved by: Tom Harmening, City Manager Special Study Session Meeting of February 2, 2015 (Item No. ) Page 2 Title: 13th Lane and Texas Avenue Redevelopment Proposals DISCUSSION BACKGROUND: Bob Cunningham, principal of Melrose Development and whom was involved in developing Excelsior and Grand, is interested in developing two vacant pieces of land in the northwest portion of the City. These two properties are currently owned by MnDOT and are remnants from when Highway 12 was reconstructed and converted to Interstate 394. These properties were identified as excess property when the City conducted the “Excess Land Process” in 2005. The properties were offered through the bidding process and no bids were received. They have been available for purchase since 2005. The properties were last formally discussed by the Council at a study session on October 8, 2012. Until that time, Council direction was to only allow the sale of the properties for multi-family or mixed-use development. The study session discussion was in response to two proposals, one for medical office development and the other for residential development. The Council again gave direction that the properties should only be sold for multi-family residential development, or mixed use development on the 13th Lane site. There have been various inquiries over the past several years for commercial or medical office development on these properties and only one inquiry for residential development, which is the subject of this report. Staff have acted under the Council direction of only allowing residential development on the properties and denied requests for non-residential development. Staff have been working with Melrose Development over the past year in response to its multi-family redevelopment proposal, but have just recently received another inquiry about a multi-family development on these same sites. MnDOT will only convey the properties to a public entity. Staff has begun a discussion with MnDOT regarding conveyance of the properties due to developer interest. At this time it is unclear when an actual sale could take place due to MnDOT’s timing. Staff recommends only purchasing the properties when an agreement with a developer is in place that allows the City to act as a pass-through. In this manner the City would not be holding the properties for any significant length of time. The developer will pay the City the same price the City pays to purchase the properties from MnDOT. Redevelopment Proposal The 13th Lane site is located in the Pennsylvania Park Neighborhood and lies between Wayzata Blvd and 13th Lane. The site is approximately .92 acres, is relatively flat but higher in elevation than Wayzata Blvd and at the same elevation as 13th Lane, and zoned R-3 Two-Family Residence. An office building is to the east, with single-family homes across 13th Lane to the south and two single-family homes and commercial uses to the west. Wayzata Blvd and I 394 are to the north. The development concept includes three buildings that would front 13th Lane which would range from two to three stories in height. A total of 39 units are proposed, which provides a density of approximately 42 units/acre. The Comprehensive Plan land use designation would need to change from RM – Medium Density to RH – High Density in order to accommodate this development concept. Medium Density allows up to 30 units/acre and High Density allows up to 50 units/acre. Rezoning would likely be to a PUD in order to achieve this project design. The City generally only approves PUDs on sites that are at least two acres in size, but allows PUDs on smaller sites if a development of higher quality design may be achieved. Staff supports an application for a PUD and will continue to work with the developer on applicable requirements and refining the project if the Council supports moving forward with this concept. The Texas Ave site is located in the Westwood Hills neighborhood and is bordered by Wayzata Blvd on the north, Texas Ave on the east, and townhomes to the south and west. The site is Special Study Session Meeting of February 2, 2015 (Item No. ) Page 3 Title: 13th Lane and Texas Avenue Redevelopment Proposals approximately 1.3 acres, generally flat except that the western one-third of the property begins to slope upward, and is zoned R-1 Single Family Residence. The western portion of the property is also heavily wooded. The development concept for this site includes the same design of buildings proposed for the 13th Lane site and includes three buildings with a total of approximately 40 units. This would provide a density of approximately 30 units/acre. The Comprehensive Plan land use designation would need to change from RL – Low Density (maximum of 7 units/acre) to RM – Medium Density (maximum of 30 units/acre) in order to accommodate this development scenario. Rezoning would also likely be to a PUD. The developer has indicated that he will not be requesting any City financial assistance. The developer is also working on including affordable units in the project, but those details have yet to be finalized. NEXT STEPS: If the City Council/EDA were willing to entertain this proposal, next steps may include the following: 1. Further refinement of redevelopment concepts 2. Neighborhood meeting(s) 3. Traffic Study 4. Acquisition of properties 5. Application for land use reguidance, plat and rezoning a. Staff review b. Planning Commission c. City Council Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment ProposalsPage 4 13TH LANE ROW HOUSES 2015 JANUARY 26 ST. LOUIS PARK, MN FRONT ELEVATION SLATE-GRAY SHINGLES OFF SIDE SIDING WARM GRAY SIDING BRICK PANELS BRICK STOOPS AT INDIVIDUAL ENTRIES PERGOLAS BETWEEN BUILDINGS Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 5 13TH LANE ROW HOUSES 2015 JANUARY 20 ST. LOUIS PARK, MN SITE PLAN Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 6 13TH LANE ROW HOUSES 2015 JANUARY 20 ST. LOUIS PARK, MN AERIAL VIEW FROM S Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 7 13TH LANE ROW HOUSES 2015 JANUARY 20 ST. LOUIS PARK, MN STREET VIEW FROM SW Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 8 13TH LANE ROW HOUSES 2015 JANUARY 20 ST. LOUIS PARK, MN AERIAL VIEW FROM NW Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 9 13TH LANE ROW HOUSES 2015 JANUARY 20 ST. LOUIS PARK, MN STREET VIEW FROM NE Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment Proposals Page 10 Special Study Session Meeting of February 2, 2015 (Item No. 2) Title: 13th Lane and Texas Avenue Redevelopment ProposalsPage 11 Meeting: Economic Development Authority Meeting Date: February 2, 2015 Minutes: 3a UNOFFICIAL MINUTES ECONOMIC DEVELOPMENT AUTHORITY ST. LOUIS PARK, MINNESOTA JANUARY 5, 2015 1. Call to Order President Mavity called the meeting to order at 7:25 p.m. Commissioners present: President Anne Mavity, Tim Brausen, Steve Hallfin, Jeff Jacobs, Gregg Lindberg, Susan Sanger, and Jake Spano. Commissioners absent: None. Staff present: Executive Director (Mr. Harmening) and Recording Secretary (Ms. Hughes). 2. Roll Call 3. Approval of Minutes 3a. Economic Development Authority Meeting Minutes December 15, 2014 The minutes were approved as presented. 4. Approval of Agenda The agenda was approved as presented. 5. Reports 5a. Approval of EDA Disbursements It was moved by Commissioner Jacobs, seconded by Commissioner Brausen, to accept for filing EDA disbursements for the period November 22 through December 26, 2014. The motion passed 7-0. 6. Old Business - None 7. New Business 7a. Electing 2015 Economic Development Authority Officers It was moved by Commissioner Hallfin, seconded by Commissioner Spano, to elect Anne Mavity as President of the Economic Development Authority for the 2015 term. The motion passed 7-0. Economic Development Authority Meeting of February 2, 2015 (Item No. 3a) Page 2 Title: Economic Development Authority Meeting Minutes of January 5, 2015 It was moved by Commissioner Lindberg, seconded by Commissioner Sanger, to elect Steve Hallfin as Vice-President and Jake Spano as Treasurer of the Economic Development Authority for the 2015 term. The motion passed 7-0. 8. Communications - None 9. Adjournment President Mavity adjourned the meeting at 7:26 p.m. ______________________________________ ______________________________________ Secretary President Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 5a EXECUTIVE SUMMARY TITLE: Approval of EDA Disbursements RECOMMENDED ACTION: Motion to accept for filing EDA Disbursement Claims for the period of December 27, 2014 through January 23, 2015. POLICY CONSIDERATION: Does the EDA desire to approve EDA disbursements in accordance with Article V – Administration of Finances, of the EDA Bylaws? SUMMARY: The Accounting Division prepares this report on a monthly basis for the EDA to review and approve. The attached reports show both EDA disbursements paid by physical check and those by wire transfer or Automated Clearing House (ACH) when applicable. FINANCIAL OR BUDGET CONSIDERATION: Review and approval of the information follows the EDA’s Bylaws and provides another layer of oversight to further ensure fiscal stewardship. VISION CONSIDERATION: Not applicable. SUPPORTING DOCUMENTS: EDA Disbursements Prepared by: Connie Neubeck, Account Clerk Reviewed by: Brian A. Swanson, Controller 1/23/2015CITY OF ST LOUIS PARK 9:22:39R55CKS2 LOGIS400 1Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 123.01CITIZENS INDEPENDENT BANK DEVELOPMENT - EDA G&A TRAINING 123.01 6,925.36CODAMETRICSDEVELOPMENT - EDA G&A OTHER CONTRACTUAL SERVICES 6,925.36 114.00EHLERS & ASSOCIATES INC ELIOT PARK TIF DIST G&A OTHER CONTRACTUAL SERVICES 114.00WEST END TIF DIST G&A OTHER CONTRACTUAL SERVICES 114.00ELLIPSE ON EXC TIF DIST G&A OTHER CONTRACTUAL SERVICES 114.00PARK CENTER HOUSING G&A OTHER CONTRACTUAL SERVICES 114.00CSM TIF DIST G&A OTHER CONTRACTUAL SERVICES 114.00MILL CITY G&A OTHER CONTRACTUAL SERVICES 117.00PARK COMMONS G&A OTHER CONTRACTUAL SERVICES 114.00EDGEWOOD TIF DIST G & A OTHER CONTRACTUAL SERVICES 114.00ELMWOOD VILLAGE G & A OTHER CONTRACTUAL SERVICES 114.00WOLFE LAKE COMMERCIAL TIF G&A OTHER CONTRACTUAL SERVICES 114.00AQUILA COMMONS G & A OTHER CONTRACTUAL SERVICES 114.00HWY 7 BUSINESS CENTER G & A OTHER CONTRACTUAL SERVICES 114.00HARD COAT G & A OTHER CONTRACTUAL SERVICES 1,485.00 119.97HENNEPIN COUNTY TREASURER HRA LEVY G&A OTHER CONTRACTUAL SERVICES 119.97 1,362.00KENNEDY & GRAVEN MCGARVEY COFFEE SITE LEGAL SERVICES 3,046.50WEST END TIF DIST G&A LEGAL SERVICES 182.11PARK COMMONS G&A LEGAL SERVICES 208.00WOODDALE POINTE LEGAL SERVICES 4,798.61 3,000.00LOCKRIDGE GRINDAL NAUEN PLLP DEVELOPMENT - EDA G&A LEGAL SERVICES 3,000.00 500.00NAIOPDEVELOPMENT - EDA G&A SUBSCRIPTIONS/MEMBERSHIPS 500.00 16.77OFFICE DEPOT DEVELOPMENT - EDA G&A OFFICE SUPPLIES 16.77 550.00OLD REPUBLIC NATIONAL TITLE INSURANCE CO MCGARVEY COFFEE SITE LEGAL SERVICES 550.00 Economic Development Authority Meeting of February 2, 2015 (Item No. 5a) Title: Approval of EDA Disbursements Page 2 1/23/2015CITY OF ST LOUIS PARK 9:22:39R55CKS2 LOGIS400 2Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 57,641.83ST LOUIS PARK CONV & VISITORS BUREAU CONVENTION & VISITORS BUREAU COST REIMBURSEMENT-CVB 57,641.83 46.73XCEL ENERGY 4601 HWY 7 PROP ACQUISITION HEATING GAS 46.73 990.00XCELIGENT INC DEVELOPMENT - EDA G&A SUBSCRIPTIONS/MEMBERSHIPS 990.00 Report Totals 76,197.28 Economic Development Authority Meeting of February 2, 2015 (Item No. 5a) Title: Approval of EDA Disbursements Page 3 Meeting: Economic Development Authority Meeting Date: February 2, 2015 Action Agenda Item:D EXECUTIVE SUMMARY TITLE: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) RECOMMENDED ACTION: • Motion to Adopt Resolution approving the Purchase Agreement between the EDA and DMD Properties, LLC. • Motion to Adopt Resolution for Interfund Loan related to the acquisition of 5725 Highway 7. POLICY CONSIDERATION: Does the EDA approve the proposed Purchase Agreement to acquire the property located at 5725 Highway 7 and does it wish to preserve the ability to reimburse the Development Fund for all related expenses? SUMMARY: At the November 3rd Special Study Session, the EDA reaffirmed its interest in seeing the PLACE redevelopment project proceed on the former McGarvey Coffee property located at 5725 Highway 7 (“subject property”). In light of PLACE’s lack of project capital at the present time, the EDA directed staff to secure the property on behalf of PLACE. Staff has reached an agreement with the current property owner to acquire the subject property through a Purchase Agreement and Contract for Deed. A written report outlining the key terms of these proposed agreements was provided at the January 26th Study Session. FINANCIAL OR BUDGET CONSIDERATION: Under the proposed Purchase Agreement, the EDA agrees to purchase the subject property for $2,750,000 and put down $550,000 at closing. Under the proposed Contract for Deed, the EDA agrees to make monthly payments of $15,000 plus 4% interest for a period of 24 months at which point the total remaining balance will be due. The EDA will incur additional costs related to property management. The cost of the property acquisition and related expenses would derive from the Development Fund. In order to preserve the EDA’s ability to reimburse the Development Fund for expenses incurred related to the acquisition, property management, demolition, environmental cleanup and future redevelopment of the 5725 Highway 7 property, it is recommended the EDA approve an Interfund Loan resolution. The amount of the Interfund Loan has been established at up to $4,000,000. Completing this action provides the EDA with the most flexibility to reimburse the Development Fund in the future if and when a TIF district is created to facilitate redevelopment of the subject property. VISION CONSIDERATION: 1. St. Louis Park is committed to being a leader in environmental stewardship. We will increase environmental consciousness and responsibility in all areas of city business. 2. St. Louis Park is committed to providing a well-maintained and diverse housing stock. SUPPORTING DOCUMENTS: Discussion EDA Resolution – Purchase Agreement Purchase Agreement & Contract for Deed & Addendum EDA Resolution – Interfund Loan Prepared by: Greg Hunt, Economic Development Coordinator Reviewed by: Michele Schnitker, Housing Supervisor Approved by: Tom Harmening, EDA Executive Director and City Manager Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 2 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) DISCUSSION BACKGROUND: Per EDA direction, an agreement has been reached to acquire the former McGarvey Coffee property located at 5725 Highway 7 (“subject property”). The subject property fronts on the south side of Highway 7 immediately east of 5925 Highway 7, a vacant parcel owned by the EDA. It also lies immediately northeast of the proposed Wooddale Ave SWLRT station platform. The subject property consists of a vacant 27,075 square foot industrial building on 1.78 acres. It is the key parcel in a four parcel land assemblage creating a 3.5 acre redevelopment site stretching between the Cityscape Apartments on the east and Wooddale Ave on the west. EDA ownership of the subject property will provide future control of a key stretch of property along Highway 7 near the future Wooddale SWLRT station. It will also ensure that it is redeveloped to an optimal market value and in a manner that achieves multiple community objectives consistent with the Wooddale SWLRT station area plans. Acquisition, clearance, and redevelopment of this site will also improve the image and appearance of the Highway 7 corridor. Consistent with the Comprehensive Plan the EDA has actively encouraged redevelopment in this corridor for some time. Acquiring the subject property for redevelopment is a continuation of that process. Purchase Price The purchase price for the subject property is $2,750,000 which is based in part upon recent comparable multi-family residential land sales in the area and the appraisal of the EDA property next door. On a per unit basis, the proposed purchase price is reasonable and within market (albeit toward the upper end) according to the City Assessor. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 3 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) The EDA would incur additional costs related to property management during the time it controls the property. Property Acquisition Terms It is proposed the EDA secure control of the subject property through a Purchase Agreement and Contract for Deed. Key terms included within the proposed Purchase Agreement and Contract for Deed between DMD Properties, LLC (“Seller”) and the EDA (“Buyer”) are summarized below. Under the proposed Purchase Agreement the parties agree that: 1. The purchase price for the subject property shall be $2,750,000 and shall be payable as follows: a. $550,000.00 in a single wire transfer on the Closing Date; and b. The balance of $2,200,000.00 payable over a period of 24 months pursuant to a contract for deed. 2. Conditions to Closing. The closing of the transaction contemplated by this Agreement and the obligation of the Seller to sell the Property and of the Buyer to purchase the Property shall be subject to the following conditions: a. The Buyer having determined on or before the Closing Date that it is satisfied, based upon the results of and matters disclosed by the Buyer’s investigation of the Property, that there are no conditions that would interfere with the Buyer’s proposed use of the Property; b. The Buyer having reviewed and approved title to the Property; and c. Approval of the Agreement by the EDA. 3. Real Estate Taxes. The Seller has paid all delinquent real estate taxes, penalties and interest, if any. The Seller has paid all real estate taxes payable in the year 2014. Real estate taxes payable in the year of 2015 will be prorated between the Seller and the Buyer as of the Closing Date. 4. Closing. The closing shall take place on or before February 20, 2015, or at such other time and place as may be agreed to by the parties in writing (the “Closing Date”). On the Closing Date, the Buyer shall deliver to the Seller the portion of the Purchase Price, and the Seller shall deliver to the Buyer possession of the Property. a. The Seller shall pay at closing: 1. The cost of recording all documents necessary to vest marketable title in the Buyer and cure title objections, if any; 2. Fees incurred in obtaining the title commitment, if not paid prior to closing; 3. State deed tax applicable to the transfer of the Property to the Buyer; 4. Well disclosure certificate filing fee, if applicable; 5. One-half of any title company closing fee; and 6. Its own attorneys’ fees. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 4 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) b. The Buyer shall pay at closing: 1. Title insurance premium and any premiums for endorsements; 2. The cost of recording all other documents, including, but not limited to, the Contract for Deed; 3. One-half of any title company closing fee; and 4. Its own attorneys’ fees. 5. Possession. The Seller shall deliver possession of the Property not later than 5:00 p.m. on the Date of Closing in the condition as the Property existed on the date of execution of this Purchase Agreement. 6. As Is. Subject to the Seller’s representations and warranties expressly set forth in the Agreement and in any documents delivered by the Seller to the Buyer, the Buyer agrees to purchase the property “as is”, with all faults and conditions thereon. 7. Broker Commissions. The Seller and the Buyer represent that neither party has engaged the services of any realtor, broker or other person who would be entitled to a fee or commission in connection with the sale of the Property. Under the proposed Contract for Deed the parties agrees that: 1. Delivery of Deed and Evidence of Title. Upon Purchaser’s full performance of this Contract, Seller shall: a. Deliver to Purchaser a Warranty Deed, in recordable form, conveying marketable title to the Property to Purchaser; and b. Deliver to Purchaser the certificate of title to the Property. 2. Purchase Price. Purchaser shall pay to Seller $2,750,000.00, as the purchase price for the Property, payable as follows: a. $550,000.00 at closing; and b. $2,200,000.00, together with interest at 4% per annum, payable in monthly installments of $15,000.00, commencing on the 1st day of April, 2015, through and including March 1, 2017, at which time all accrued interest and all unpaid principal shall be due and payable in full. The final payment shall be a balloon payment. 3. Prepayment. Purchaser shall have the right to fully or partially prepay this Contract. 4. Real Estate Taxes and Assessments. Seller warrants that the real estate taxes and installments of special assessments which were due and payable in the years preceding the year in which this Contract is dated are paid in full. Real estate taxes and installments of special assessments assessed against the Property that are due and payable in the year 2015 shall be prorated between the Purchaser and the Seller as of the date of this Contract. Purchaser shall pay, before penalty accrues, all real estate taxes assessed against the Property that are due and payable in subsequent years after the year 2015. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 5 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) 5. Property Insurance. Purchaser shall keep all buildings, improvements, and fixtures located on the Property insured against loss by fire, lightning and such other perils as are included in a standard “all-risk” endorsement, and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy. 6. Injury or Damage Occurring on the Property. a. Liability. Seller shall be free from liability and claims for damages by reason of injuries occurring on or after the date of this Contract to any person or persons or property while on or about the Property. Purchaser shall defend and indemnify Seller from all liability, loss, cost, and obligations, including reasonable attorneys’ fees, on account of or arising out of any such injuries. However, Purchaser shall have no liability or obligation to Seller for such injuries which are caused by the negligence or intentional wrongful acts or omissions of Seller. b. Liability Insurance. Purchaser shall, at Purchaser’s own expense, procure and maintain liability insurance against claims for bodily injury, death and property damage occurring on or about the Property in amounts reasonably satisfactory to Seller and naming Seller as an additional insured. 7. Waste, Repair, and Liens. Purchaser shall not remove or demolish any buildings, improvements, or fixtures now on the Property, nor shall Purchaser commit or allow waste of the Property. Purchaser shall maintain the Property in good condition and repair. 8. Assignment. Purchaser may sell, assign, or otherwise transfer Purchaser’s interest in this Contract provided that the written consent of Seller is obtained. Seller’s consent shall not be unreasonably withheld. Overview of Property Acquisition Approach The advantages of this property acquisition approach are that it requires a lower upfront cash outlay from the EDA and provides the time necessary for the EDA/City to secure potential funding commitments from other agencies as well as for PLACE to complete its project due diligence and assemble its financing. Once those are completed, the intent is that PLACE would purchase the subject property from the EDA prior to the end of the contract term thereby making the EDA financially whole. In the event that does not occur, the EDA could sell the property to another developer that shares the EDA’s redevelopment objectives for the site. If the EDA does not sell the property prior to expiration of the Contract for Deed the EDA would be obligated to make a balloon payment of the total remaining balance. Source of Funds The initial down payment, monthly installment payments, and property maintenance costs related to the acquisition of the subject property would derive from the Development Fund. Interfund Loan As indicated above, it is the intent of the EDA to be reimbursed for the costs it incurs related to the acquisition, property maintenance and other possible expenses related to the subject property from the future sale the property. The above expenses are also eligible for reimbursement from a future TIF District (should one be established). Since it may be several years before a TIF district is created to facilitate redevelopment of this site, the Development Fund needs to “front” these costs. If the EDA wishes to reimburse the Development Fund for these costs from future TIF funds, then an Interfund Loan is required prior to acquiring the property. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 6 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Attached is a resolution authorizing an Interfund Loan of up to $4,000,000 from the EDA’s Development Fund to the future TIF district. The EDA will reimburse the Development Fund for the above referenced costs (as they are advanced) in the current principal amount, together with interest at the rate of 4% per annum, when land sale proceeds and TIF funds become available. The interest rate is set at the statutory maximum and will not be adjusted annually. Completing this action provides the EDA with the most flexibility to reimburse itself in the future if and when a TIF district is created at this location. The EDA has taken this same action when it acquired other properties in the past. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Page 7 Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) EDA RESOLUTION NO. 15-____ RESOLUTION APPROVING PURCHASE AGREEMENT BETWEEN THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY AND DMD PROPERTIES, LLC BE IT RESOLVED BY the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority (the "Authority") as follows: Recitals. 1.01. The Authority and DMD Properties, LLC (the “Seller”) desire to enter into a purchase agreement (the “Purchase Agreement”) pursuant to which the Authority will acquire certain property in the City (the “Property”) from the Seller for economic redevelopment purposes through a contract for deed. The Property is described in Exhibit A attached hereto. 1.02. Pursuant to the Purchase Agreement, the Authority will purchase the Property from the Seller for a purchase price of $2,750,000 plus related closing costs. 1.03. The Authority finds that acquisition of the Property is consistent with Chapter IV, Section C., “Economic Development and Redevelopment,” of the City’s Comprehensive Plan, dated December 2009, and with the Southwest Corridor Investment Framework and Transitional Station Area Action Plan for Wooddale Station, prepared by Hennepin County and accepted by the City on April 21, 2014, and that such acquisition will facilitate the economic redevelopment and revitalization of this area of the City. Section 2. Purchase Agreement Approved. 2.01. The Authority hereby approves the Purchase Agreement in substantially the form presented to the Authority and on file at City Hall, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Purchase Agreement by those officials shall be conclusive evidence of their approval. 2.02. Authority staff and officials are authorized to take all actions necessary to perform the Authority’s obligations under the Purchase Agreement as a whole, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Purchase Agreement, and any contract for deed or other documents necessary to acquire the Property from the Seller, all as described in the Purchase Agreement. Approved this 2nd day of February, 2015, by the Board of Commissioners of the St. Louis Park Economic Development Authority. Reviewed for Administration: Adopted by the Economic Development Authority February 2, 2015 Executive Director President Attest Secretary EXHIBIT A PROPERTY That part of Government Lot 5, Section 16, Township 117, Range 21, Hennepin County, Minnesota, described as follows: Commencing at a point in the Southwesterly boundary line of Auditor’s Subdivision Two Hundred Forty Nine (249) of Government Lot 5, Section 16, Township 117 North, Range 21 West, according to the duly recorded plat thereof and situate in Hennepin County, Minnesota, said point being distant Northwestwardly 29 feet measured at right angles thereto from the Northerly right of way line of the Minneapolis and St. Louis Railway Company (which right of way line is parallel with and distant 50 feet at right angles from the center line of the southbound main track of said railway company as there now located), which point of beginning is marked by a judicial landmark marking the Southeasterly corner of the tract herein described; thence Southwestwardly parallel with said right of way line 600 feet to a judicial landmark marking the Southwesterly corner of the tract herein described; thence Northwestwardly at right angles 166.50 feet to a judicial landmark marking the Northwesterly corner of the tract herein described; thence Northeastwardly at approximately right angles, 600 feet to a point on the Northwesterly extension of the Southwesterly boundary line of said Auditor’s Subdivision Two Hundred Forty Nine (249) to said Government Lot 5, which point is marked with a judicial landmark marking the Northeasterly corner of the tract herein described; thence Southeastwardly upon and along said Southwesterly boundary line, as extended, 168.4 feet to the point of beginning. Except that part which lies westerly of the following described line: Commencing at the most northerly corner of the above described property; thence southwesterly along the northwesterly line of said described property a distance of 273.44 feet to the point of beginning of the line to be described; thence southwesterly deflecting to the left 10 degrees 51 minutes 16 seconds, 131.79 feet; thence southerly 122.40 feet along a tangential curve concave to the east having a radius of 120.00 feet and a central angle of 58 degrees 26 minutes 30 seconds; thence southerly, tangent to said curve, 30.99 feet; thence southwesterly 218.40 feet along a tangential curve concave to the west having a radius of 180.00 feet and a central angle of 69 degrees 31 minutes 00 seconds and said line there terminating. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 8 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _________, 20__ by and between DMD Properties, LLC, a Minnesota limited liability company (the “Seller”) and the St. Louis Park Economic Development Authority, a Minnesota body corporate and politic (the “Buyer”). RECITALS A. The Seller is the owner of certain land (the “Property”) in the City of St. Louis Park, County of Hennepin, State of Minnesota, located at 5725 State Highway No. 7, legally described on the attached Exhibit A (the “Property”). B. The Seller desires to sell, and the Buyer desires to purchase, the Property, subject to the terms and conditions of this Agreement. AGREEMENT In consideration of the mutual covenants made below and other good and valuable consideration, the parties agree as follows: 1. Offer and Acceptance. The Seller agrees to sell and the Buyer agrees to purchase the Property, subject to the terms and conditions of this Agreement. The following personal property is included in the sale: none. 2. Purchase Price. The purchase price for the Property (“Purchase Price”) shall be $2,750,000.00, and shall be payable as follows: a. $550,000.00 in good funds (certified or cashier’s check or wire transfer) on the Closing Date (as hereinafter defined); and b. The balance of $2,200,000.00 payable over a period of 24 months pursuant to a contract for deed and addendum, the terms of which are attached hereto as Exhibit C (the “Contract for Deed”). 3. Title Matters. Within 10 days of the effective date of this Purchase Agreement, the Seller shall furnish a title insurance commitment to the Buyer provided by Old Republic National Title Insurance Company (the “Title Company”). No later than 14 days after receiving the title insurance commitment, the Buyer must make written objections (“Objections”) to the marketability of title to the Property based on the title insurance commitment. The Buyer’s failure to make Objections within such time period will constitute a waiver of Objections. However, any matter which is not referenced in the title insurance commitment and is first recorded, discovered or disclosed after the effective date of the title insurance commitment, whichever is later may be objected to by the Buyer in the manner described herein. The Buyer need not object to mortgages or other liens. If not sooner satisfied, the Seller shall cause the Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 9 Property to be released from any mortgages or other liens against the Property at the closing. Any matter shown on such title insurance commitment, other than a mortgage or other lien and not objected to by the Buyer shall be a “Permitted Encumbrance” hereunder. Within seven days after receipt of the Buyer’s Objections, the Seller shall notify the Buyer in writing if the Seller elects not to cure the Objections. If such notice is given within said seven day period, the Buyer may either waive the Objections or terminate this Agreement by giving written notice of termination to the Seller within 10 days after the Seller’s notice is given to the Buyer. If written notice by the Seller is not given within the 10 day period, the Seller shall use commercially reasonable efforts to correct any Objections within 30 days after the expiration of the 10 day period (“Cure Period”). If the Title Company is willing to issue a title insurance policy to the Buyer that does not except from title insurance coverage an item the Buyer has objected to, the objection relating to such item shall be deemed cured. If the Objections are not cured within the Cure Period, the Buyer shall have the option to do any of the following: a. Terminate this Agreement by giving written notice to the Seller within 10 days after the expiration of the Cure Period and neither the Seller nor the Buyer shall have further rights or obligations hereunder; or b. Waive the Objections and proceed to close without reduction in the Purchase Price. The Buyer shall make its election within 10 days after expiration of the Seller’s Cure Period. A failure to make an election within such period shall be deemed an election to proceed to close pursuant to paragraph 3 (b) above. 4. Conditions to Closing. The closing of the transaction contemplated by this Agreement and the obligation of the Seller to sell the Property and of the Buyer to purchase the Property shall be subject to the following conditions: a. The Buyer having determined on or before the Closing Date that it is satisfied, based upon the results of and matters disclosed by the Buyer’s investigation of the Property, that there are no conditions that would interfere with the Buyer’s proposed use of the Property; b. The Buyer having reviewed and approved title to the Property pursuant to Section 3 herein; c. Approval of this Agreement by the Buyer’s governing body; and d. The Seller having obtained a property maintenance certificate for the Property from the City of St. Louis Park (the “City”). The Buyer agrees to perform and pay for any repairs, maintenance or other improvements that may be required by the City as a condition of allowing or approving the sale of the Property. The contingencies in 4 (a), 4 (b) and 4 (d) are for the sole benefit of the Buyer, and the Buyer shall have the right to waive those contingencies by giving written notice to the Seller. The Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 10 contingency in 4 (c) is for the benefit of the Seller and cannot be waived. If the contingencies set forth in this Section have not been satisfied or waived by the Closing Date, the Buyer or the Seller may terminate this Agreement by giving written notice to the other on or before the Closing Date. 5. Investigation of the Property. The Buyer and its agents shall have the right, at its sole option and risk, to enter the Property for the purpose of testing soils, surveying, or doing other such work as may be necessary to determine the suitability of the Property for uses by the Buyer. If the Buyer investigates and tests the Property pursuant to this Section, the Buyer shall pay all costs and expenses of such investigations and testing, shall name Seller as a recipient entitled to rely on all such reports, and shall hold the Seller harmless from all damages and liabilities arising out of the Buyer’s activities. Upon request of the Buyer, the Seller shall also permit the Buyer to review all environmental reports and files and surveys, if any, relating to the Property and in the Seller’s possession or control. 6. Real Estate Taxes. The Seller has paid all delinquent real estate taxes, penalties and interest, if any. The Seller has paid all real estate taxes payable in the year 2014. Real estate taxes payable in the year of 2015 will be prorated between the Seller and the Buyer as of the Closing Date. 7. Special Assessments. Special assessments certified for payment with real estate taxes payable in the year of closing and subsequent years are payable in accordance with the Contract for Deed. The Buyer will assume on the Closing Date all other special assessments levied or pending as of the date of this Agreement, including assessments, if any, for which payment has been deferred pursuant to applicable law. 8. Closing. a. The closing shall take place on or before February 20, 2015, or at such other time and place as may be agreed to by the parties in writing (the “Closing Date”). b. On the Closing Date, the Buyer shall deliver to the Seller the portion of the Purchase Price described in paragraph 2 (b), and the Seller shall deliver to the Buyer possession of the Property, and shall execute and/or deliver to the Buyer: i. The duly executed Contract for Deed and Addendum to Contract for Deed, the forms of which are attached to this Agreement as Exhibit C; ii. A duly executed affidavit regarding seller; iii. The well disclosure certificate, which is attached to this Agreement as Exhibit B; iv. A FIRPTA Affidavit; v. Any notices, certificates, and affidavits regarding any private sewage systems, underground storage tanks, and environmental conditions as may be required by Minnesota statutes, rules or regulations; and vi. Other documents reasonably required in order to complete the transaction contemplated by this Agreement. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 11 c. The Seller shall pay at closing: i. The cost of recording all documents necessary to vest marketable title in the Buyer and cure title objections, if any; ii. Fees incurred in obtaining the title commitment, if not paid prior to closing; iii. State deed tax applicable to the transfer of the Property to the Buyer; iv. Well disclosure certificate filing fee, if applicable; v. One-half of any title company closing fee; and vi. Its own attorneys’ fees. d. The Buyer shall pay at closing: i. Title insurance premium and any premiums for endorsements; ii. The cost of recording all other documents, including, but not limited to, the Contract for Deed; iii. One-half of any title company closing fee; and iv. Its own attorneys’ fees. 9. Possession. The Seller shall deliver possession of the Property not later than 5:00 p.m. on the Date of Closing in the condition as the Property existed on the date of execution of this Purchase Agreement. The Seller agrees to remove any trash, junk or debris that is not integral to the function of the building prior to the Date of Closing. 10. Covenants, Representations and Warranties of the Seller. a. The Seller is a Minnesota limited liability company, duly created under and subject to the laws of the State of Minnesota; the Seller has the requisite power and authority to enter into and perform this Agreement and those closing documents signed by it; such documents have been or will be duly authorized by all necessary action on the part of the Seller and have been or will be duly executed and delivered; such execution, delivery and performance by the Seller of such documents does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which the Seller is a party; such documents are valid and binding obligations of the Seller, and are enforceable in accordance with their terms. b. The Seller has the legal capacity to enter into this Agreement. The Seller has not filed, voluntarily, or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Seller within the last year. c. The Seller has received no notice of actual or threatened curtailment of any utility service now supplied to the Property. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 12 d. The Seller has not entered into any other contracts for sale of the Property, any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the sale of the Property contemplated by this Agreement. e. There are no third parties in possession of the Property, or any part thereof; and there are no leases, oral or written, affecting the Property or any part thereof. f. To Seller’s actual knowledge, methamphetamine production has not occurred on the Property. g. There is no action, litigation, investigation, condemnation or proceeding of any kind pending or threatened against the Seller or to Seller’s actual knowledge, any portion of the Property and the Seller has no actual knowledge that any such action is contemplated. h. The Seller has not received any written notice that the Property violates any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. i. The Seller has not performed and has no actual knowledge of any excavation, dumping or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Seller’s actual knowledge, there are no “Hazardous Materials” (as hereinafter defined) that have been released on the Property that would subject the Buyer to any liability under either federal or state laws. The term “Hazardous Materials” as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. All of the representations contained in this Section 10 (i) are subject to the following: (i) any information contained in environmental reports obtained by the Buyer or made available to the Buyer, and (ii) the presence of underground storage tanks on the Property. j. To Seller’s actual knowledge, no wells exist on the Property; and k. To Seller’s actual knowledge, no individual sewage treatment system exists on the Property. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 13 The Seller’s representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer’s execution of this Agreement and the Buyer’s performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time; provided that such representations and warranties shall be modified to conform to any information revealed by any investigation, verification or approval by Buyer on or before closing. All of such representations and warranties shall survive the closing for a period of one year thereafter, and shall then terminate and be void as of such date. 11. As Is. Subject to the Seller’s representations and warranties expressly set forth in Section 10 above and in any documents delivered pursuant to the terms hereof by the Seller to the Buyer at closing, the Buyer agrees to purchase the property “as is”, “where is”, with all faults and conditions thereon. The due diligence documents and any written or oral information, reports, statements, documents or records concerning the property (“disclosures”) provided or made available to the Buyer, its agents or constituents by Seller, Seller’s agents, employees or third parties representing or purporting to represent Seller, shall not be representations or warranties, unless specifically set forth in Section 10 of this Agreement. In purchasing the Property or taking other action hereunder, the Buyer has not and shall not rely on any such disclosures (with the exception of the representations and warranties of the Seller set forth in Section 10 above), but rather, the Buyer shall rely only on the Buyer’s own inspection of the Property. The Buyer acknowledges that the Purchase Price reflects and takes into account that the Property is being sold “as is.” 12. Covenants, Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller that it is a body corporate and politic duly created under and subject to the laws of the State of Minnesota; the Buyer has the requisite power and authority to enter into and perform this Agreement and those Buyer closing documents signed by it; such documents have been or will be duly authorized by all necessary action on the part of the Buyer and have been or will be duly executed and delivered; such execution, delivery and performance by the Buyer of such documents does not conflict with or result in violation of any judgment, order, or decree of any court or arbiter to which the Buyer is a party; such documents are valid and binding obligations of the Buyer; and are enforceable in accordance with their terms. 13. Broker Commissions. The Seller and the Buyer represent that neither party has engaged the services of any realtor, broker or other person who would be entitled to a fee or commission in connection with the sale of the Property. Each party agrees to indemnify, defend and hold each other harmless from the claims of any broker or real estate agent. 14. Condemnation. If, prior to the Closing, eminent domain proceedings are commenced against all or any part of the Property, the Seller shall immediately give notice to the Buyer of such fact and at the option of either party (to be exercised within 15 days after the Seller’s notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement. If the Buyer and Seller fail to give such notice, then there shall be no reduction in the Purchase Price, and the Seller shall assign to the Buyer at the Closing all of Seller’s right, title and interest in and to any award made or to be made in the condemnation Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 14 proceedings. Prior to the Closing, the Seller shall not designate counsel, appear in or otherwise act with respect to the condemnation proceedings without the Buyer’s prior written consent. 15. Relocation. The Seller acknowledges that it is not being displaced from the Property as a result of the transaction contemplated by this Agreement and that it is not eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for which it may be eligible. The provisions of this paragraph shall survive closing of the transaction contemplated by this Agreement. 16. Tenants. The Seller warrants that there are no tenants on the Property with a lawful leasehold interest. In the event any tenant comes forward and claims an interest in the Property at the time of or following the purchase, the Seller agrees to fully indemnify the Buyer for any and all costs associated with terminating such tenancy and for any and all relocation assistance and benefits that may be due to such tenant together with attorneys’ fees that the Buyer would have to incur in connection with legal action required to resolve any relocation assistance or benefits dispute with such tenant. For Sections 14 and 15 of this Agreement, “relocation assistance and benefits” shall have the meaning ascribed to them by the Uniform Relocation Assistance and Real Property Acquisition Policies Act, 42 U.S.C. Sections 4601-4655 (the federal URA) and the regulations implementing the federal URA, 49 C.F.R. Sections 24.1- 24.603. 17. Remedies. a. If the Seller fails to consummate this Agreement for any reason except the Buyer’s default or the termination of this Agreement pursuant to a right to terminate given herein, the Buyer, as its sole and exclusive remedy, may (i) terminate this Agreement by giving 30 days’ written notice to the Seller, pursuant to Minnesota Statutes Section 559.21 or, in the alternative (ii) the Buyer may seek specific performance of this Agreement; provided that any action for specific enforcement must be brought within six months after the date of the alleged breach. b. If the Buyer fails to consummate this Agreement for any reason except the Seller’s default or the termination of this Agreement pursuant to a right to terminate given herein, the Seller’s sole and exclusive remedy shall be to terminate this Agreement by giving 30 days’ written notice to the Buyer, pursuant to Minnesota Statutes Section 559.21, as amended from time to time. 18. Miscellaneous. a. This Agreement represents the complete and final agreement of the parties and supersedes any prior oral or written understanding. This Agreement may be amended only by a writing executed by both parties. This Agreement shall be binding on the parties hereto, their successors and assigns. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 15 b. The Buyer and the Seller represent and warrant that the recitals contained herein are true and accurate. All warranties and representations by the Seller and the Buyer shall survive the closing of this transaction. c. All notices required hereunder shall be given by depositing in the U.S. Mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notify the other): To the Seller: DMD Properties, LLC 5605 W 36th Street, Suite 202 St. Louis Park, MN 55416 Attn: Donald Kasbohm To the Buyer: St. Louis Park Economic Development Authority 5005 Minnetonka Boulevard St. Louis Park, MN 55416 Attn: Executive Director d. This Agreement shall be governed by the laws of the State of Minnesota. e. The Buyer may not assign its rights under this Agreement, without the prior written consent of the Seller. f. All of the terms of this Agreement and warranties and representations herein contained shall survive and be enforceable after Closing for a period of one year thereafter, and shall then terminate and be void as of such date. g. Nothing in this Agreement shall be construed or interpreted as creating a partnership or joint venture between the Seller and the Buyer relative to the Property. [the rest of this page is left blank] Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 16 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. DMD PROPERTIES, LLC By: ________________________________ Its: ________________________________ ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY By: ________________________________ Anne Mavity Its: President By: ________________________________ Tom Harmening Its: Executive Director Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 17 EXHIBIT A Legal Description of the Property That part of Government Lot 5, Section 16, Township 117, Range 21, Hennepin County, Minnesota, described as follows: Commencing at a point in the Southwesterly boundary line of Auditor’s Subdivision Two Hundred Forty Nine (249) of Government Lot 5, Section 16, Township 117 North, Range 21 West, according to the duly recorded plat thereof and situate in Hennepin County, Minnesota, said point being distant Northwestwardly 29 feet measured at right angles thereto from the Northerly right of way line of the Minneapolis and St. Louis Railway Company (which right of way line is parallel with and distant 50 feet at right angles from the center line of the southbound main track of said railway company as there now located), which point of beginning is marked by a judicial landmark marking the Southeasterly corner of the tract herein described; thence Southwestwardly parallel with said right of way line 600 feet to a judicial landmark marking the Southwesterly corner of the tract herein described; thence Northwestwardly at right angles 166.50 feet to a judicial landmark marking the Northwesterly corner of the tract herein described; thence Northeastwardly at approximately right angles, 600 feet to a point on the Northwesterly extension of the Southwesterly boundary line of said Auditor’s Subdivision Two Hundred Forty Nine (249) to said Government Lot 5, which point is marked with a judicial landmark marking the Northeasterly corner of the tract herein described; thence Southeastwardly upon and along said Southwesterly boundary line, as extended, 168.4 feet to the point of beginning. Except that part which lies westerly of the following described line: Commencing at the most northerly corner of the above described property; thence southwesterly along the northwesterly line of said described property a distance of 273.44 feet to the point of beginning of the line to be described; thence southwesterly deflecting to the left 10 degrees 51 minutes 16 seconds, 131.79 feet; thence southerly 122.40 feet along a tangential curve concave to the east having a radius of 120.00 feet and a central angle of 58 degrees 26 minutes 30 seconds; thence southerly, tangent to said curve, 30.99 feet; thence southwesterly 218.40 feet along a tangential curve concave to the west having a radius of 180.00 feet and a central angle of 69 degrees 31 minutes 00 seconds and said line there terminating. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 18 EXHIBIT B Well Disclosure x The Seller certifies that the Seller does not know of any wells on the subject Property. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 19 EXHIBIT C Form of Contract for Deed and Addendum to Contract for Deed (Top 3 inches reserved for recording data) CONTRACT FOR DEED by Business Entity DATE: ____________________, 20____ THIS CONTRACT FOR DEED (the “Contract”) is made on the above date by DMD Properties, LLC, a limited liability company under the laws of Minnesota (“Seller”), and the St. Louis Park Economic Development Authority, a body corporate and politic under the laws of Minnesota (“Purchaser”). (Check box if joint tenancy.) Seller and Purchaser agree to the following terms: 1. Property Description. Seller hereby sells and Purchaser hereby buys real property in Hennepin County, Minnesota, described as follows: See the attached Exhibit A. Check here if all or part of the described real property is Registered (Torrens) together with all hereditaments and appurtenances belonging thereto (the “Property”). Unless otherwise specified, Seller hereby delivers possession of the Property to Purchaser on the date hereof. Check applicable box: The Seller certifies that the Seller does not know of any wells on the described real property. A well disclosure certificate accompanies this document or has been electronically filed. (If electronically filed, insert WDC number: ____________) I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 20 2. Title. Seller warrants that title to the Property is, on the date of this Contract, subject only to the following exceptions: (a) Covenants, conditions, restrictions (without effective forfeiture provisions) and declarations of record, if any; (b) Reservation of minerals or mineral rights by the State of Minnesota, if any; (c) Utility and drainage easements which do not interfere with present improvements; (d) Applicable laws, ordinances, and regulations; (e) The lien of real estate taxes and installments of special assessments which are payable by Purchaser pursuant to paragraph 6 of this Contract; and (f) The following liens or encumbrances: [to be added] 3. Delivery of Deed and Evidence of Title. Upon Purchaser’s full performance of this Contract, Seller shall: (a) Execute, acknowledge, and deliver to Purchaser a Warranty Deed, in recordable form, conveying marketable title to the Property to Purchaser, subject only to the following exceptions: (i) Those exceptions referred to in paragraph 2(a), (b), (c), (d), and (e) of this Contract; (ii) Liens, encumbrances, adverse claims or other matters which Purchaser has created, suffered or permitted to accrue after the date of this Contract; and (iii) The following liens or encumbrances: [to be added] (b) Deliver to Purchaser the certificate of title to the Property, without further extension, to the extent required by the purchase agreement (if any) between Seller and Purchaser. 4. Purchase Price. Purchaser shall pay to Seller at 5605 W 36th Street, Suite 202, St. Louis Park, MN 55416 the sum of Two Million Seven Hundred and Fifty Thousand and No/100s Dollars ($2,750,000.00), as and for the purchase price (the “Purchase Price”) for the Property, payable as follows: (a) Five Hundred and Fifty Thousand and No/100s Dollars ($550,000.00); (b) Two Million Two Hundred Thousand and NO/100s Dollars ($2,200,000.00), together with interest at four percent (4%) per annum, payable in monthly installments of Fifteen Thousand and No/100s Dollars ($15,000.00), commencing on the 1st day of April, 2015, through and including March 1, 2017, at which time all accrued interest and all unpaid principal shall be due and payable in full. Payments shall be first applied to accrued interest with the balance, if any, applied to the unpaid principal balance. The final payment shall be a balloon payment. 5. Prepayment. Purchaser shall have the right to fully or partially prepay this Contract. 6. Real Estate Taxes and Assessments. Real estate taxes and installments of special assessments which are due and payable in the year in which this Contract is dated shall be paid as follows: Seller warrants that the real estate taxes and installments of special assessments which were due and payable in the years preceding the year in which this Contract is dated are paid in full, including the year 2014. Real estate taxes and installments of special assessments assessed against the Property that are due and payable in the year 2015 shall be prorated between the Purchaser and the Seller as of the date of this Contract. Purchaser shall pay, before penalty accrues, all real estate taxes and installments of special assessments assessed against the Property that are due and payable in subsequent years after the year 2015. 7. Property Insurance. (a) Insured Risks and Amounts. Purchaser shall keep all buildings, improvements, and fixtures now or later located on or a part of the Property insured against loss by fire, lightning and such other perils as are included in a standard “all-risk” endorsement, and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy, including, without limitation, vandalism, malicious mischief, burglary, theft and, if applicable, steam boiler explosion. Such insurance shall be in an amount no less than the full replacement cost of the buildings, improvements, and fixtures, without deduction for physical depreciation. If any of the buildings, improvements, or fixtures are located in a federally Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 21 designated flood prone area, and if flood insurance is available for that area, Purchaser shall procure and maintain flood insurance in amounts reasonably satisfactory to Seller. (b) Other Terms. The insurance policy shall contain a loss payable clause in favor of Seller which provides that Seller’s right to recover under the insurance shall not be impaired by any acts or omissions of Purchaser or Seller, and that Seller shall otherwise be afforded all rights and privileges customarily provided a mortgagee under the so-called standard mortgage clause. (c) Notice of Damage. In the event of damage to the Property by fire or other casualty, Purchaser shall promptly give notice of such damage to Seller and the insurance company. 8. Damage to the Property. (a) Application of Insurance Proceeds. If the Property is damaged by fire or other casualty, the insurance proceeds paid on account of such damage shall be applied to payment of the amounts payable by Purchaser under this Contract, even if such amounts are not then due to be paid, unless Purchaser makes a permitted election described in the next paragraph. Such amounts shall be first applied to unpaid accrued interest and next to the installments to be paid as provided in this Contract in the inverse order of their maturity. Such payment shall not postpone the due date of the installments to be paid pursuant to this Contract or change the amount of such installments. The balance of insurance proceeds, if any, shall be the property of Purchaser. (b) Purchaser’s Election to Rebuild. If Purchaser is not in default under this Contract, or after curing any such default, and if the mortgagees in any prior mortgages and sellers in any prior contracts for deed do not require otherwise, Purchaser may elect to have that portion of such insurance proceeds necessary to repair, replace, or restore the damaged Property (the “Repairs”) deposited in escrow with a bank or title insurance company qualified to do business in the State of Minnesota, or such other party as may be mutually agreeable to Seller and Purchaser. The election may only be made by written notice to Seller within sixty (60) days after the damage occurs. Also, the election will only be permitted if the plans and specifications and contracts for the Repairs are approved by Seller, which approval Seller shall not unreasonably withhold or delay. If such a permitted election is made by Purchaser, Seller and Purchaser shall jointly deposit, when paid, such insurance proceeds into such escrow. If such insurance proceeds are insufficient for the Repairs, Purchaser shall, before the commencement of the Repairs, deposit into such escrow sufficient additional money to insure the full payment for the Repairs. Even if the insurance proceeds are unavailable or are insufficient to pay the cost of the Repairs, Purchaser shall at all times be responsible to pay the full cost of the Repairs. All escrowed funds shall be disbursed by the escrowee in accordance with generally accepted sound construction disbursement procedures. The costs incurred or to be incurred on account of such escrow shall be deposited by Purchaser into such escrow before the commencement of the Repairs. Purchaser shall complete the Repairs as soon as reasonably possible and in a good and workmanlike manner, and in any event the Repairs shall be completed by Purchaser within one (1) year after the damage occurs. If, following the completion of and payment for the Repairs, there remains any undisbursed escrow funds, such funds shall be applied to payment of the amounts payable by Purchaser under this Contract in accordance with paragraph 8(a) above. 9. Injury or Damage Occurring on the Property. (a) Liability. Seller shall be free from liability and claims for damages by reason of injuries occurring on or after the date of this Contract to any person or persons or property while on or about the Property. Purchaser shall defend and indemnify Seller from all liability, loss, cost, and obligations, including reasonable attorneys’ fees, on account of or arising out of any such injuries. However, Purchaser shall have no liability or obligation to Seller for such injuries which are caused by the negligence or intentional wrongful acts or omissions of Seller. (b) Liability Insurance. Purchaser shall, at Purchaser’s own expense, procure and maintain liability insurance against claims for bodily injury, death and property damage occurring on or about the Property in amounts reasonably satisfactory to Seller and naming Seller as an additional insured. 10. Insurance Generally. The insurance which Purchaser is required to procure and maintain pursuant to paragraphs 7 and 9 of this Contract shall be issued by an insurance company or companies licensed to do business in the State of Minnesota and acceptable to Seller. The insurance shall be maintained by Purchaser at all times while any amount remains unpaid under this Contract. The insurance Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 22 policies shall provide for not less than ten (10) days written notice to Seller before cancellation, non-renewal, termination or change in coverage, and Purchaser shall deliver to Seller a duplicate original or certificate of such insurance policy or policies. 11. Condemnation. If all or any part of the Property is taken in condemnation proceedings instituted under power of eminent domain or is conveyed in lieu thereof under threat of condemnation, the money paid pursuant to such condemnation or conveyance in lieu thereof shall be applied to payment of the amounts payable by Purchaser under this Contract, even if such amounts are not then due to be paid. Such amounts shall be applied in the same manner as a prepayment as provided in paragraph 5 of this Contract. Such payments shall not postpone the due date of the installments to be paid pursuant to this Contract or change the amount of such installments. The balance, if any, shall be the property of Purchaser. 12. Waste, Repair, and Liens. Purchaser shall not remove or demolish any buildings, improvements, or fixtures now or later located on or a part of the Property, nor shall Purchaser commit or allow waste of the Property. Purchaser shall maintain the Property in good condition and repair. Purchaser shall not create or permit to accrue liens or adverse claims against the Property which constitute a lien or claim against Seller’s interest in the Property. Purchaser shall pay to Seller all amounts, costs and expenses, including reasonable attorneys’ fees, incurred by Seller to remove any such liens or adverse claims. 13. Compliance with Laws. Except for matters which Seller has created, suffered, or permitted to exist prior to the date of this Contract, Purchaser shall comply or cause compliance with all laws and regulations of any governmental authority which affect the Property or the manner of using or operating the same, and with all restrictive covenants, if any, affecting title to the Property or the use thereof. 14. Recording of Contract; Deed Tax. Purchaser shall, at Purchaser’s expense, record this Contract in the Office of the County Recorder or Registrar of Titles in the county in which the Property is located within four (4) months after the date hereof. Purchaser shall pay any penalty imposed under Minn. Stat. 507.235 for failure to timely record the Contract. Seller shall, upon Purchaser’s full performance of this Contract, pay the deed tax due upon the recording of the deed to be delivered by Seller. 15. Notice of Assignment. If either Seller or Purchaser assigns its interest in the Property, the assigning party shall promptly furnish a copy of such assignment to the non-assigning party. 16. Protection of Interests. If Purchaser fails to pay any sum of money required under the terms of this Contract or fails to perform any of the Purchaser’s obligations as set forth in this Contract, Seller may, at Seller’s option, pay the same or cause the same to be performed, or both, and the amounts so paid by Seller and the cost of such performance shall be payable at once, with interest at the rate stated in paragraph 4 of this Contract, as an additional amount due Seller under this Contract. If there now exists, or if Seller hereafter creates, suffers or permits to accrue, any mortgage, contract for deed, lien or encumbrance against the Property which is not herein expressly assumed by Purchaser, and provided Purchaser is not in default under this Contract, Seller shall timely pay all amounts due thereon, and if Seller fails to do so, Purchaser may, at Purchaser’s option, pay any such delinquent amounts or take any actions reasonably necessary to cure defaults thereunder and deduct the amounts so paid together with interest at the rate provided in this Contract from the payments next coming due under this Contract. 17. Defaults and Remedies. The time of performance by Purchaser of the terms of this Contract is an essential part of this Contract. If Purchaser fails to timely perform any term of this Contract, Seller may, at Seller’s option, elect to declare this Contract cancelled and terminated by notice to Purchaser in accordance with applicable law or elect any other remedy available at law or in equity. If Seller elects to terminate this Contract, all right, title, and interest acquired under this Contract by Purchaser shall then cease and terminate, and all improvements made upon the Property and all payments made by Purchaser pursuant to this Contract (including escrow payments, if any) shall belong to Seller as liquidated damages for breach of this Contract. Neither the extension of the time for payment of any sum of money to be paid hereunder nor any waiver by Seller of Seller’s rights to declare this Contract forfeited by reason of any breach shall in any manner affect Seller’s right to cancel this Contract because of defaults subsequently occurring, and no extension of time shall be valid unless agreed to in writing. After service of notice of default and failure to cure such default within the period allowed by law, Purchaser shall, upon demand, surrender possession of the Property to Seller, but Purchaser shall be entitled to possession of the Property until the expiration of such period. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 23 Failure by Seller to exercise one or more remedies available under this paragraph 17 shall not constitute a waiver of the right to exercise such remedy or remedies thereafter. 18. Binding Effect. The terms of this Contract shall run with the land and bind the parties hereto and the successors in interest. 19. Headings. Headings of the paragraphs of this Contract are for convenience only and do not define, limit, or construe the contents of such paragraphs. 20. Additional Terms: Check here if an addendum to this Contract containing additional terms and conditions is attached hereto. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 24 Seller DMD Properties, LLC By: Its: _______________________________________ Purchaser St. Louis Park Economic Development Authority By: Anne Mavity Its: President By: Tom Harmening Its: Executive Director State of Minnesota, County of Hennepin This instrument was acknowledged before me on ______________________, by __________________________ as ______________ of DMD Properties, LLC, a Minnesota limited liability company, Seller. (Stamp) (signature of notarial officer) Title (and Rank): My commission expires: (month/day/year) State of Minnesota, County of Hennepin This instrument was acknowledged before me on _______________, by Anne Mavity as President and by Tom Harmening as Executive Director of the St. Louis Park Economic Development Authority, a Minnesota body corporate and politic, Purchaser. (Stamp) (signature of notarial officer) Title (and Rank): My commission expires: (month/day/year) THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered (SJS) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 (612) 337-9300 TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO: St. Louis Park Economic Development Authority 5005 Minnetonka Boulevard St. Louis Park, MN 55416 Note: Failure to record this contract for deed may give other parties priority over Purchaser’s interest in the property. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 25 Note: This document must be attached to a contract for deed and cannot be independently recorded. _______________________________________________________________________________________________ CONTRACT FOR DEED ADDENDUM THIS CONTRACT FOR DEED ADDENDUM (this “Addendum”) is attached to and made a part of that certain Contract for Deed dated _________ ____, 20____ between DMD Properties, LLC, a limited liability company under the laws of Minnesota (“Seller”), and the St. Louis Park Economic Development Authority, a body corporate and politic under the laws of Minnesota (“Purchaser”). The terms and conditions contained in the Addendum shall supersede any conflicting provisions contained in this Contract. Unless defined in this Addendum, all capitalized terms have the same meaning as in the Contract. Only those provisions checked in the “Yes” column, below, shall be included and be part of this Addendum. Yes No A. Late Payment Fee. If any payment is not received by Seller within fifteen (15) days of the date when due, Purchaser shall additionally pay to Seller, to the extent allowed by law, a late charge of four percent (4%) of the amount of the delinquent payment. B. Transfer Restrictions. Purchaser may not sell, assign, or otherwise transfer Purchaser’s interest in this Contract, or the Property, or any part thereof, or if Purchaser is an entity, the controlling interest in Purchaser may not be transferred without the written consent of Seller, which consent: (check only one box) shall be granted or withheld in the sole discretion of Seller. shall not be unreasonably withheld, or delayed by Seller. C. Escrows. In Addition to the monthly payments of principal and interest, Purchaser shall deposit with Seller, with each payment, an amount representing one-twelfth (1/12) of the annual real estate taxes, installments of special assessments, and insurance premiums with respect to the Property (or such other amount as Seller is required to deposit under any underlying encumbrance on the Property). The amount of such taxes, special assessments, and insurance premiums, when unknown, shall be estimated by Seller. Such deposit shall be used by Seller to pay real estate taxes, installments of special assessments, and insurance premiums with respect to the Property when due. If Seller fails to do so, Purchaser may, at Purchaser’s option, pay any such delinquent amounts and deduct the amounts so paid from payments next coming due under this Contract. If the balance deposited with Seller is insufficient to pay such real estate taxes, special assessments and insurance premiums when due, Purchaser shall pay the deficiency to Seller upon written demand. D. Property Improvements. Except for work reasonably necessary to permit Purchaser to comply with Purchaser’s obligations under this Contract, Purchaser shall not hire or perform any repairs or improvements to or replacements of the Property having an aggregate cost in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) without securing the prior written consent of the Seller. Purchaser will not cause or permit any mechanics’ liens to be recorded against the Property. Purchaser agrees to defend, indemnify, and hold Seller harmless from any loss, damage, or expense incurred by Seller with respect to any party asserting a mechanics’ lien claim, it being understood and agreed that this undertaking shall survive cancellation of this Contract or the delivery of a deed pursuant to the terms hereof. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 26 Note: This document must be attached to a contract for deed and cannot be independently recorded. ___________________________________________________________________________________________ E. Hazardous Substances. Purchaser shall not bring, store, generate, or treat hazardous wastes or substances or petroleum products upon the Property, except for small quantities which are stored and used in compliance with applicable law. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any and all claims, demands, actions, causes of action, liabilities or rights which may be asserted against Seller with respect to such substances, or products, it being understood and agreed that this obligation will survive the cancellation of this Contract or the delivery of a deed pursuant to the terms hereof. F. Alternative Acceleration Remedy. If Purchaser fails to timely perform any term of this Contract, Seller may elect, on thirty (30) days written notice given to Purchaser, to declare the entire unpaid Purchase Price, together with accrued interest thereon, immediately due and payable in full and commence an action against Purchaser to collect all amounts due hereunder. Purchaser shall have the right to reinstate this Contract at any time before entry of final judgment against Purchaser for amounts due hereunder if Purchaser: (i) pays Seller all sums due hereunder as of the date of reinstatement; (ii) cures any other defaults existing under this Contract as of the date of reinstatement; and (iii) pays all expenses incurred by Seller in enforcing this Contract, including, but not limited to, reasonable attorneys’ fees and costs. Seller shall deliver the deed for the Property in the manner required by paragraph 3 of this Contract when all amounts due hereunder have been paid. G. Nonrecourse Obligation. Notwithstanding any other provision contained in this Contract to the contrary, if Purchaser defaults in Purchaser’s performance of this Contract, Seller’s sole remedy shall be to cancel this Contract in accordance with Minn. Stat. 559.21, as the same may from time to time be amended. Seller specifically waives any right it may have to commence an action for the specific performance of this Contract or any right it may have to seek an award of damages against Purchaser. H. Additional Provisions. Purchaser may sell, assign, or otherwise transfer Purchaser’s interest in this Contract provided that the written consent of Seller is obtained. Seller’s consent shall not be unreasonably withheld. Upon assignment of this Contract by the Purchaser, the Purchaser will not be released from any further liability under this Contract. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 27 Note: This document must be attached to a contract for deed and cannot be independently recorded. ______________________________________________________________________________ EXHIBIT A Legal Description of the Property That part of Government Lot 5, Section 16, Township 117, Range 21, Hennepin County, Minnesota, described as follows: Commencing at a point in the Southwesterly boundary line of Auditor’s Subdivision Two Hundred Forty Nine (249) of Government Lot 5, Section 16, Township 117 North, Range 21 West, according to the duly recorded plat thereof and situate in Hennepin County, Minnesota, said point being distant Northwestwardly 29 feet measured at right angles thereto from the Northerly right of way line of the Minneapolis and St. Louis Railway Company (which right of way line is parallel with and distant 50 feet at right angles from the center line of the southbound main track of said railway company as there now located), which point of beginning is marked by a judicial landmark marking the Southeasterly corner of the tract herein described; thence Southwestwardly parallel with said right of way line 600 feet to a judicial landmark marking the Southwesterly corner of the tract herein described; thence Northwestwardly at right angles 166.50 feet to a judicial landmark marking the Northwesterly corner of the tract herein described; thence Northeastwardly at approximately right angles, 600 feet to a point on the Northwesterly extension of the Southwesterly boundary line of said Auditor’s Subdivision Two Hundred Forty Nine (249) to said Government Lot 5, which point is marked with a judicial landmark marking the Northeasterly corner of the tract herein described; thence Southeastwardly upon and along said Southwesterly boundary line, as extended, 168.4 feet to the point of beginning. Except that part which lies westerly of the following described line: Commencing at the most northerly corner of the above described property; thence southwesterly along the northwesterly line of said described property a distance of 273.44 feet to the point of beginning of the line to be described; thence southwesterly deflecting to the left 10 degrees 51 minutes 16 seconds, 131.79 feet; thence southerly 122.40 feet along a tangential curve concave to the east having a radius of 120.00 feet and a central angle of 58 degrees 26 minutes 30 seconds; thence southerly, tangent to said curve, 30.99 feet; thence southwesterly 218.40 feet along a tangential curve concave to the west having a radius of 180.00 feet and a central angle of 69 degrees 31 minutes 00 seconds and said line there terminating. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 28 EDA RESOLUTION NO. 15-____ AUTHORIZING AN INTERNAL LOAN FOR ADVANCE OF FUNDS IN CONNECTION WITH ACQUISITION OF CERTAIN PROPERTY WITHIN REDEVELOPMENT PROJECT NO. 1 BE IT RESOLVED by the St. Louis Park Economic Development Authority (the “Authority”) as follows: Section 1. Recitals. 1.01. The Authority and City of St. Louis Park (“City”) have determined that it may be necessary and desirable to establish a tax increment financing district (the "TIF District") within Redevelopment Project No. 1 (the "Project"), and to adopt a tax increment financing plan (the “TIF Plan”) for the TIF District, pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”). 1.02. Under Section 469.178, subdivision 7 of the TIF Act, the Authority may incur certain costs related to the Project, which costs may be financed on a temporary basis from available Authority or City funds and repaid from certain tax increments. 1.03. The Authority intends to acquire certain property within the Project described on the attached Exhibit A (the “Property”). Upon acquisition of the Property, the City or the Authority may demolish the structure on the Property and/or resell it for redevelopment purposes. 1.04. The Authority intends to reimburse itself for a portion of the cost of acquisition of the Property, administrative costs of the TIF District, and the cost of demolition, environmental remediation, soil correction, and related soft costs (together, the “Qualified Costs”) from tax increments derived from the TIF District, in accordance with the terms of this resolution (which terms are referred to collectively as the “TIF Loan”). 1.05. The Authority has determined to specify the terms of the TIF Loan in more detail in this resolution. Section 2. Terms of TIF Loan. 2.01. The Authority shall repay, to the Authority fund from which the Qualified Costs are initially paid or advanced, the principal amount of funds advanced not to exceed $4,000,000 together with interest on the principal amount advanced, accruing from the date of each initial expenditure or advance, at the rate of 4% (except as otherwise described below). The maximum interest rate under Section 469.178, subd. 7of the TIF Act is the greater of (a) the rate specified under Minnesota Statutes, Section 270C.40 or (b) the rate specified under Minnesota Statutes, Section 549.09, in effect for the calendar year in which the expenditure or advance is made. Advances related to the Property are expected to occur in 2015, when the maximum interest rate is 4%. The Authority selects 4% as the effective rate for all advances, unless advances are made in a subsequent calendar year or years when the statutory maximum is less than 4%, in which event the effective rate for advances in each such year is the maximum statutory rate for that year. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 29 2.02. Principal and interest ("Payments") shall be paid semi-annually on each August 1 and February 1 (“Payment Dates”), commencing on the first Payment Date after the first advance of Qualified Costs and continuing through the earlier of (a) the date the principal and accrued interest of the TIF Loan is paid in full, or (b) the date of last receipt of tax increment from the TIF District. Payments will be made in the amount and only to the extent of Available Tax Increment as hereinafter defined. Payments shall be applied first to accrued interest, and then to unpaid principal. 2.03. Payments on this TIF Loan are payable solely from "Available Tax Increment," which shall mean, on each Payment Date, all of the tax increment (as defined in the TIF Act) generated in the preceding six (6) months with respect to the property within the TIF District, subject to the provisions of Section 2.04 hereof. 2.04. Payments on this TIF Loan are subordinate to any outstanding or future bonds, notes or obligations issued to developers or third parties and secured in whole or in part with Available Tax Increment (unless otherwise specified in the relevant outstanding or future instrument), and are on parity with any other outstanding or future interfund loans secured in whole or in part with Available Tax Increment. 2.05. The principal sum and all accrued interest payable under this TIF Loan are pre- payable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this TIF Loan. 2.06. This TIF Loan is evidence of an internal borrowing by the Authority in accordance with Minnesota Statutes, Section 469.178, subdivision 7, and is a limited obligation payable solely from Available Tax Increment pledged to the payment hereof under this resolution. This TIF Loan and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this TIF Loan or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this TIF Loan or other costs incident hereto. The Authority shall have no obligation to pay any principal amount of the TIF Loan or accrued interest thereon, which may remain unpaid after the final Payment Date. 2.07. The Authority may amend the terms of this TIF Loan at any time by resolution of the Board, including a determination to forgive the outstanding principal amount and accrued interest to the extent permissible under law. Section 3. Effective Date. This resolution is effective upon the date of its approval. Approved by the St. Louis Park Economic Development Authority this 2nd day of February, 2015. Reviewed for Administration: Adopted by the Economic Development Authority February 2, 2015 Executive Director President Attest Secretary Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 30 EXHIBIT A Legal Description of Property That part of Government Lot 5, Section 16, Township 117, Range 21, Hennepin County, Minnesota, described as follows: Commencing at a point in the Southwesterly boundary line of Auditor’s Subdivision Two Hundred Forty Nine (249) of Government Lot 5, Section 16, Township 117 North, Range 21 West, according to the duly recorded plat thereof and situate in Hennepin County, Minnesota, said point being distant Northwestwardly 29 feet measured at right angles thereto from the Northerly right of way line of the Minneapolis and St. Louis Railway Company (which right of way line is parallel with and distant 50 feet at right angles from the center line of the southbound main track of said railway company as there now located), which point of beginning is marked by a judicial landmark marking the Southeasterly corner of the tract herein described; thence Southwestwardly parallel with said right of way line 600 feet to a judicial landmark marking the Southwesterly corner of the tract herein described; thence Northwestwardly at right angles 166.50 feet to a judicial landmark marking the Northwesterly corner of the tract herein described; thence Northeastwardly at approximately right angles, 600 feet to a point on the Northwesterly extension of the Southwesterly boundary line of said Auditor’s Subdivision Two Hundred Forty Nine (249) to said Government Lot 5, which point is marked with a judicial landmark marking the Northeasterly corner of the tract herein described; thence Southeastwardly upon and along said Southwesterly boundary line, as extended, 168.4 feet to the point of beginning. Except that part which lies westerly of the following described line: Commencing at the most northerly corner of the above described property; thence southwesterly along the northwesterly line of said described property a distance of 273.44 feet to the point of beginning of the line to be described; thence southwesterly deflecting to the left 10 degrees 51 minutes 16 seconds, 131.79 feet; thence southerly 122.40 feet along a tangential curve concave to the east having a radius of 120.00 feet and a central angle of 58 degrees 26 minutes 30 seconds; thence southerly, tangent to said curve, 30.99 feet; thence southwesterly 218.40 feet along a tangential curve concave to the west having a radius of 180.00 feet and a central angle of 69 degrees 31 minutes 00 seconds and said line there terminating. Economic Development Authority Meeting of February 2, 2015 (Item No. 7a) Title: Proposed Purchase Agreement - 5725 Highway 7 (former McGarvey Coffee property) Page 31 Meeting: Economic Development Authority Meeting Date: February 2, 2015 Action Agenda Item: 7b EXECUTIVE SUMMARY TITLE: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments RECOMMENDED ACTION: Motion to Adopt Resolution approving the proposed Assignment and Assumption of Redevelopment Contract between MSP SLP Apartments, LLC and Sidal Crossroads Co., LLC. POLICY CONSIDERATION: None SUMMARY: The Contract for Private Redevelopment of April 3, 2000 between the EDA, the City and MSP SLP Apartments, LLC ("Redeveloper") provides that whenever the Redeveloper wishes to convey the redevelopment property located at 7201 Walker Street (“Property”) and assign its obligations under the Contract as well as the TIF Note associated with the Property to a third party, the EDA must review and formally approve the proposed assignment. Under the Contract, the EDA issued a $3,531,853 Tax Increment Revenue Note to the Redeveloper, to reimburse it for costs associated with the development of the Louisiana Oaks apartments on the Property. MSP SLP Apartments wishes to sell the 200-unit Louisiana Oaks apartment complex to Sidal Crossroads Co., LLC. Sidal Realty was established in 1957 and is based in St. Louis Park. It owns eight other apartment communities; two of which (Walden Woods and Inglewood Trails) are located in St. Louis Park. Sidal wishes to purchase the Property and assume all rights and obligations under the Contract along with the related TIF Note. Approval of the Assignment means that the EDA consents to Sidal’s assumption of all the obligations and conditions of the current Redevelopment Contract applicable to the Property. The Redeveloper has provided a proposed Assignment and Assumption of Redevelopment Contract and has requested that the EDA formally approve it. The EDA’s legal counsel has reviewed the proposed Assignment and Assumption and recommends its approval. FINANCIAL OR BUDGET CONSIDERATION: Under the proposed Assignment and Assumption agreement, the EDA consents to Sidal Crossroads Co., LLC assumption of all the rights and obligations under the Redevelopment Contract from MSP SLP Apartments as well the assignment of the related $3.5 million TIF Note. No additional funds are being requested from the EDA for the Assignment and Assumption. SUPPORTING DOCUMENTS: Resolution of Approval Assignment & Assumption of Redevelopment Contract Prepared by: Greg Hunt, Economic Development Coordinator Reviewed by: Michele Schnitker, Housing Supervisor Approved by: Tom Harmening, EDA Executive Director and City Manager Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Page 2 Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 15-____ RESOLUTION APPROVING AN ASSIGNMENT AND ASSUMPTION OF REDEVELOPMENT CONTRACT BETWEEN MSP SLP APARTMENTS, LLC AND SIDAL CROSSROADS CO., LLC BE IT RESOLVED By the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority ("Authority") as follows: Section 1. Recitals. 1.01. The Authority is currently administering its Redevelopment Project No. 1 ("Project") pursuant to Minnesota Statutes, Sections 469.001 to 469.047 ("HRA Act"), and within the Project has established its Mill City Tax Increment Financing District (“TIF District”). 1.02. The Authority, the City of St. Louis Park (“City”) and MSP SLP Apartments, LLC (the “Redeveloper”) entered into a Contract for Private Redevelopment Dated as of April 3, 2000 (the “Contract”), regarding redevelopment of a portion of the property within the TIF District. 1.03. The Redeveloper proposes to convey the property that is the subject of the Contract (the “Subject Property”) to Sidal Crossroads Co., LLC (the “Assignee”), and the Assignee intends to purchase the Subject Property. 1.04. In connection with such conveyance, Redeveloper seeks to assign the rights and obligations of Redeveloper under the Contract, including assignment of the Tax Increment Revenue Note, Series 2000A, dated November 20, 2000, issued to Redeveloper by the Authority (the “Note”), to the Assignee, and the Assignee agrees to accept such rights and obligations, all pursuant to an Assignment and Assumption of Contract for Private Redevelopment between Redeveloper and Assignee (the “Assignment”). Pursuant to the Contract, the Redeveloper must seek approval from the Authority prior to making any assignment of the Contract or Note. 1.05. The Contract and Note are subject to a previous collateral assignment (the “Collateral Assignment”) by Redeveloper to CWCapital (the “Lender”), to which the Authority consented by motion on May 16, 2011. Pursuant to the Collateral Assignment, the Redeveloper must receive written approval from the Lender or its permitted assigns prior to making any further assignment of the Contract or Note. 1.06. The Board has reviewed the Assignment and finds that the approval and execution of the Authority’s consent thereto are in the best interest of the City and its residents. Section 2. Authority Approval; Other Proceedings. 2.01. Subject to receipt by the Authority of written Lender approval, the Assignment, including the consent of the Authority related thereto, as presented to the Board is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Page 3 Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments are approved by the President and Executive Director, provided that execution of the consent to the Assignment by such officials shall be conclusive evidence of approval. 2.02. The President and Executive Director are hereby authorized to execute on behalf of the Authority the consent attached to the Assignment and any other documents requiring execution by the Authority in order to carry out the transaction described in the Assignment. 2.03. Authority staff and consultants are authorized to take any actions necessary to carry out the intent of this resolution. Reviewed for Administration: Adopted by the Economic Development Authority February 2, 2015 Executive Director President Attest Secretary  ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE REDEVELOPMENT THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE REDEVELOPMENT (this “Assignment”), made as of this ___ day of February, 2015, by and between MSP SLP APARTMENTS, LLC, a Minnesota limited liability company (“Assignor”), and SIDAL CROSSROADS CO., LLC, a Minnesota limited liability company (“Assignee”). WITNESSETH: A. The St. Louis Park Economic Development Authority (the “Authority”), the City of St. Louis Park (the “City”), and Assignor entered into a Contract for Private Redevelopment dated as of April 3, 2000 (the “Contract”), pursuant to which the Authority offered certain tax increment financing assistance to the Assignor as described hereafter. The Contract was filed in the office of the Hennepin County Recorder on June 21, 2000, as Document No. 7304809 (Abstract), and filed in the office of the Hennepin County Registrar of Titles on June 21, 2000, as Document No. 3289611 (Torrens), and re-filed September 14, 2001, as Document No. 7541218 (Abstract), and re-filed October 2, 2001, as Document No. 3439146 (Torrens). B. The defined terms in the Contract shall have the same meaning hereunder. C. The Authority issued its Tax Increment Revenue Note, Series 2000A (the “Note”) to Assignor on November 20, 2000, to reimburse Assignor for a portion of Assignor’s Public Redevelopment Costs through Available Tax Increment under the terms of the Contract. D. In order to obtain financing for the Redevelopment Property, Assignor entered into a collateral Assignment of Contract with CWCAPITAL, LLC, dated as of May 20, 2011 (the “Collateral Assignment”). On May 27, 2011, CWCAPITAL, LLC assigned the Collateral Assignment to Fannie Mae (the “Lender”). E. Assignor now wishes to convey the Redevelopment Property to Assignee, to assign its rights and obligations under the Contract to Assignee, and to assign the Note to Assignee, and Assignee wishes to purchase the Redevelopment Property and assume such rights and obligations under the Contract and accept the assignment of the Note. Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 4  F. Pursuant to the Collateral Assignment, the Assignor may not amend, modify, assign, sell, pledge, transfer, mortgage, or otherwise encumber its interests in the Contract or the Note without the written approval of the Lender, and pursuant to the Contract, the Assignor may not assign its rights under the Contract and Note without the consent of the Authority. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignor does hereby grant, transfer, and assign to Assignee all of its rights and interests in, to and under the Contract, and all of its right, title and interest in, to and under the Note. 2. Assignee hereby accepts this Assignment and assumes and agrees to faithfully abide by, perform, and discharge each and every term, covenant, and condition of the Contract and the exhibits thereto applicable to the “Redeveloper,” and to be fully bound by all of the foregoing. Assignee, for value received, further accepts all right, title and interest of Assignor in, to and under the Note and does hereby assume and agree to be bound by and to perform all the covenants, agreements and obligations of Assignor in, to and under the Note arising from and after the date of this Assignment. 3. Assignor hereby warrants and represents to Assignee as follows: a. The Contract has not been modified or amended and is full force and effect as of the date hereof; and b. To Assignor's knowledge, there is no Event of Default in existence under the Contract, nor is there in existence any state of facts or circumstances which, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Contract. 4. Assignor and Assignee agree that this Assignment shall not be amended or changed in any way without prior written approval of the Authority or Fannie Mae. 5. This Assignment and Assumption shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and shall further be for the benefit and reliance of the Authority. 6. This Assignment shall be governed by and construed in accordance with the laws of the State of Minnesota. 7. This Assignment may be executed in counterparts, which counterparts when considered together shall constitute a single, binding, valid and enforceable agreement. Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 5 IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as of the date first indicated above. ASSIGNOR: MSP SLP APARTMENTS, LLC By: _________________________________ Its: __________________________________ STATE OF MINNESOTA ) ) SS. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ___ day of February, 2015, by ____________________, the _________________ of MSP SLP APARTMENTS, LLC, a Minnesota limited liability company, on behalf of the company. ______________________________ Notary Public Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 6 ASSIGNEE: SIDAL CROSSROADS CO., LLC By: ________________________________ Its: ________________________________ STATE OF MINNESOTA ) ) SS. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this __ day of February, 2015, by __________________, the __________________ of SIDAL CROSSROADS CO., LLC, a Minnesota limited liability company, on behalf of the company. ______________________________ Notary Public This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 7 The foregoing Assignment and Assumption of Contract for Private Redevelopment is consented to by: ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY By________________________________ Its President By________________________________ Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of February, 2015, by ____________________ and Tom Harmening, the President and Executive Director of the St. Louis Park Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the public body. ______________________________ Notary Public Authority Consent to Assignment and Assumption of Contract for Private Redevelopment Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 8 The foregoing Assignment and Assumption of Contract for Private Redevelopment is consented to by: LENDER FANNIE MAE: By: Walker & Dunlop, LLC, a Delaware limited liability company, its Attorney-in-Fact By________________________________ Its ________________________ STATE OF _____________ ) ) SS. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ___ day of February, 2015, by ____________________, the _________________ of Walker & Dunlop, LLC, a Delaware limited liability company and Attorney-in-Fact of Fannie Mae, on behalf of the company. ______________________________ Notary Public Lender Consent to Assignment and Assumption of Contract for Private Redevelopment Economic Development Authority Meeting of February 2, 2015 (Item No. 7b) Title: Assignment & Assumption of Redevelopment Contract – Louisiana Oaks Apartments Page 9 Meeting: City Council Meeting Date: February 2, 2015 Minutes: 3a UNOFFICIAL MINUTES CITY COUNCIL CLOSED EXECUTIVE SESSION ST. LOUIS PARK, MINNESOTA JANUARY 12, 2015 Mayor Jacobs called the meeting to order at 5:30 p.m. Councilmembers present: Mayor Jeff Jacobs, Tim Brausen, Steve Hallfin, Gregg Lindberg, Anne Mavity, Susan Sanger, and Jake Spano. Councilmembers absent: None. Staff present: City Manager (Mr. Harmening). Guest: Lynae Steinhagen (Consultant) (participated via video conference). City Manager Performance Evaluation The City Council met in closed executive session for the purpose of reviewing the information from the annual performance review for Mr. Harmening. Mayor Jacobs adjourned the meeting at 6:30 p.m. ______________________________________ ______________________________________ Nancy Stroth, City Clerk Jeff Jacobs, Mayor Meeting: City Council Meeting Date: February 2, 2015 Minutes: 3b UNOFFICIAL MINUTES CITY COUNCIL STUDY SESSION ST. LOUIS PARK, MINNESOTA JANUARY 12, 2015 The meeting convened at 6:37 p.m. Councilmembers present: Mayor Jeff Jacobs, Tim Brausen, Steve Hallfin, Gregg Lindberg, Anne Mavity, Susan Sanger, and Jake Spano. Councilmembers absent: None. Staff present: City Manager (Mr. Harmening), Deputy City Manager/Director of Human Resources (Ms. Deno), Police Chief (Mr. Luse), City Clerk (Ms. Stroth), Director of Inspections (Mr. Hoffman), Senior Planner (Mr. Walther), Associate Planner (Mr. Kelley), and Recording Secretary (Ms. Hughes). Guests: Representative Cheryl Youakim, Representative Ryan Winkler, Hennepin County Commissioner Marion Greene, Metropolitan Council Representative Jim Brimeyer, and Vic Moore (Franzen & Associates). 1. Future Study Session Agenda Planning – January 26, 2015 Mr. Harmening presented the proposed study session agenda for January 26, 2015. 2. 2015 Legislative Issues and Priorities Mr. Harmening presented the staff report and 2015 legislative issues and priorities and indicated that a copy of the 2015 legislative issues and priorities was provided to all of the City’s guests this evening. He then introduced Mr. Vic Moore. Mr. Moore advised that the legislative session began on January 6th and it appears the emphasis this session is going to be on transportation and the Senate Democrats may push to fund transportation projects in rural Minnesota rather than in the metro area. He indicated the State has a $1.2 billion surplus but half of that surplus represents one-time money because of expenditure reductions and one-third of the surplus goes into reserves so there is not a lot of money to put into funding projects. He stated the Democrats released their bill today and the bill includes increased license tab fees and an increase in the gas tax. Mayor Jacobs expressed concern about the fate of Southwest LRT and the possibility that the Federal government will send the money elsewhere due to the continued delays in the project. Mr. Moore discussed Governor Dayton’s recent remarks regarding Southwest LRT and stated that the Governor’s position appears to be driven by what is going on with the lawsuit. Councilmember Mavity asked Hennepin County Commissioner Greene to comment on the County’s strategies in light of the Governor’s recent statements. City Council Meeting of February 2, 2015 (Item No. 3b) Page 2 Title: Study Session Meeting Minutes of January 12, 2015 Hennepin County Commissioner Greene indicated that Southwest LRT is at the top of the County’s agenda and stated it appears the Governor is using his remarks to put pressure on the Minneapolis Park Board. Representative Youakim stated there is going to have to be outside support for Southwest LRT from the Chambers of Commerce and from UnitedHealth Group. Representative Winkler stated there appears to be a perception among greater Minnesota legislators that if funding is provided for transit in the metro area with no funding for greater Minnesota roads and bridges, then the projects will not get support, and vice versa. He added it is unlikely that any transportation package would go forward that funds rural Minnesota and not the metro area. Councilmember Brausen felt this was the perfect time for a transportation tax because of the low gas prices. Mayor Jacobs asked what would happen if the legislature does not fund its share of Southwest LRT. Metropolitan Council Representative Brimeyer indicated that Met Council must demonstrate to the Federal government that it has 100% of the local funding for the project and if the local funding is not available, the project is dead for this fiscal year. He added that the Minneapolis, St. Paul, TwinWest, and State Chambers of Commerce are meeting this week to discuss the project. Mr. Harmening stated that the City could end up spending as much as $40 million for capital improvements related to Southwest LRT and the City believes these projects should be included in the base budget for the project. He stated the City will need to commit by the first part of February to spending up to $2 million on engineering for capital improvements related to Beltline and Wooddale and the City is concerned that it will be spending money on a project that does not become a reality. License Plate Readers and Body and Squad Car Dash Cameras Mr. Luse stated he was supportive of Senator Latz’s bill that was recently introduced. Mr. Moore advised that a bill on this issue is going to be heard at the same time as Senator Latz’s bill and encouraged Mr. Luse to read this bill. Mr. Luse stated the Police Department is going to begin using body cameras on a trial basis. He requested legislative assistance regarding the use of these cameras and data collection and retention of public and private data. He advised that the Police Department is open to the use of these cameras but is concerned about the private and public data questions stemming from the use of these cameras and how to deal with public data requests. He stated he has discussed the issue with the City Attorney and whether it is possible for the City to attach fees to a third party request for public data as a way to recover the cost of the work involved in releasing the data to a third party, i.e., redacting all private data from a video and making sure that only public data is released. He added that he does not sense any pushback from any of the officers on the use of body cameras. City Council Meeting of February 2, 2015 (Item No. 3b) Page 3 Title: Study Session Meeting Minutes of January 12, 2015 Other Councilmember Sanger requested legislative support for amending the State’s Clean Indoor Air Act to include banning the use of e-cigarettes in all indoor facilities. Hennepin County Commissioner Greene advised that Hennepin County is holding a hearing on this issue tomorrow. Representative Youakim stated that Hopkins crafted an ordinance on this issue due to a concern over the lack of oversight of locations where the liquids used in e-cigarettes are being mixed and Hopkins imposed a moratorium on vapor lounges. She added she is currently working with a colleague on this issue. 3. Off Sale Liquor Licensing Ms. Deno presented the staff report. Councilmember Lindberg thanked staff for the report and stated his concerns were prompted by the recent request by Target Corporation for an off sale intoxicating liquor license, which results in a concentration of liquor licenses in the Knollwood area. He felt this represented a question of image and what Council wants the Knollwood area to look like and how off sale liquor stores play into that image. He requested Council consider a moratorium on off sale liquor licenses in the Knollwood area in order to provide an opportunity to discuss whether the City should amend and/or enhance its regulations. Councilmember Mavity spoke in favor of a moratorium and stated she was concerned about the number of off sale liquor licenses in the City compared to other communities. She stated that Council has put a lot of effort into making sure it is creating a vision for the community and was unhappy to see how the City compared to other cities as it relates to off sale liquor licenses. Councilmember Sanger stated if the broader discussion on this issue relates to the aesthetics of an area in general, she was fine with discussing it, but not if the discussion was specific to liquor stores, adding she was fine with the current regulations. She stated she was unclear about what problem needed to be addressed and what would be solved by a change in the liquor ordinance. She stated these are commercial enterprises and the City does not put limits on the number of dress shops or grocery stores and did not know why the City would want to stop these businesses from selling legal products, adding there is no public safety problem associated with the number of liquor stores. Councilmember Brausen agreed with Councilmember Sanger and noted the Police Department does not feel there is any direct relationship between the number and/or location of off sale establishments, either positive or negative, and did not see any reason to limit the number of licenses. Councilmember Spano stated this issue has been previously raised that large liquor stores have a tendency to drive out smaller liquor stores and he has some concerns about the small, locally owned liquor stores. City Council Meeting of February 2, 2015 (Item No. 3b) Page 4 Title: Study Session Meeting Minutes of January 12, 2015 Councilmember Mavity stated the rate of liquor licenses has doubled in ten years and that is not the vision she wants for the community. She stated there are plenty of locations where people can buy alcohol in the City and this is not limiting anyone’s rights in any way. Councilmember Hallfin stated that Council has had this conversation in the past and it keeps getting raised for a reason. He agreed with Councilmember Mavity’s remarks about the vision for the community and stated he would be in favor of some type of regulation that would prohibit another liquor warehouse from moving in, adding he was not sure if a moratorium was necessary but would like to see a limit on the number of liquor licenses that are issued. Councilmember Lindberg clarified that he does not have a problem with liquor stores in general but was concerned about the saturation of liquor stores in the Knollwood area. Councilmember Spano suggested Council consider regulating the number of liquor stores it would allow that are larger than “x” square feet as a way to address its concerns about the density of big box retailers. Councilmember Mavity requested that Council approve a moratorium at its next regular meeting to allow time to further study the issue. Mayor Jacobs agreed with Councilmember Sanger and did not believe there was a problem. He stated he did not know what the right number of liquor stores should be, but if there are too many liquor stores, the public will not support them and they will go out of business. It was the consensus of the majority of the City Council to direct staff to prepare a resolution imposing a moratorium on off sale liquor licenses to be adopted by Council at its next meeting. 4. Update – City Hall Second and Third Floor Remodeling Project Mr. Hoffman presented the staff report and advised that staff is in the process of finalizing the layout and design of the second and third floor remodeling project. He stated that the remodeling project will begin in February with the Engineering Department relocating temporarily to the MSC for the duration of the project so that the Engineering Department space can be used to rotate other departments throughout the remodeling. He stated that some of the office furnishings will be taken to the State auction for sale or donated to local nonprofit agencies and items not sold or donated will be removed by a contractor for material recycling. He indicated that after completion of the second and third floors, the City will begin discussions on remodeling of the restrooms on those floors along with the Council Chambers. 5. Planned Unit Development (PUD) Update Mr. Kelley presented the staff report and explained that the proposed PUD ordinance would now have amendments approved by ordinance and would reclassify all amendments as either administrative or major and eliminating minor amendments. He stated that administrative amendments are redefined so that any change that is 10% or less of an applicable measure, e.g., a 10% change in density, would be deemed an administrative amendment and anything greater than 10% would be deemed a major amendment and follow the same process currently used including a public hearing. He pointed out that if staff is not comfortable with a particular change that meets the “less than 10%” threshold, staff could make a determination to process the City Council Meeting of February 2, 2015 (Item No. 3b) Page 5 Title: Study Session Meeting Minutes of January 12, 2015 proposed change as a major amendment. He stated the proposed amendment also includes provisions requiring compliance with the City’s Green Building Policy. Councilmember Brausen supported the proposed green building standards and suggested adding two additional numbered bullets in Sec. 36-32(a) that states “implement the City’s Green Building Policy” and “promote environmental sustainability and energy efficiency.” Mayor Jacobs thanked staff for its work on the proposed ordinance amendments. 6. Review Boards and Commissions Applications Mayor Jacobs indicated Council has reviewed the applicants and is ready to fill current vacancies on the Fire Civil Service Commission, Police Advisory Commission and Telecommunications Advisory Commission. 7. Southwest LRT Community Advisory Committee Application Review Mr. Harmening presented the staff report and explained that the City received three applications for two openings on the Business Advisory Committee (BAC) and it was his understanding that Council desires to interview all three candidates. He noted that Mr. Richard Webb also applied for a seat on the Community Advisory Committee (CAC) and his name has been included on the CAC list of applicants, totaling 18 applicants and there are three openings on CAC. Council discussed the process for appointing the CAC and BAC committee members and following that discussion, it was the consensus of the City Council to appoint Mr. Bill James, Ms. Sarah Maaske and Ms. Janet Weivoda to CAC and that interviews with these individuals are not necessary. It was also the consensus of the City Council to interview the three candidates for BAC and to make the CAC and BAC appointments on January 20, 2015. Communications/Meeting Check-In (Verbal) Mr. Harmening announced that the West End development was recently sold for $117 million. He also announced that the Parkdales are under contract to be sold for approximately $40 million. He advised that the Knollwood and Louisiana Oaks properties are also close to being sold. He informed Council that Ms. Stroth has announced her retirement effective March 31, 2015. He also informed Council that Mr. Zwilling has taken a position with Hennepin County as the Strategic Communications Officer and will be leaving the end of January. Council extended its congratulations to Ms. Stroth and to Mr. Zwilling. Mr. Harmening stated that a job description is being prepared for the Sustainability Coordinator and indicated he is not sure that this position should be half time given all of the responsibilities and suggested that the position be advertised as a full time position. It was the consensus of the City Council to direct Mr. Harmening to use his discretion and proceed with advertising this position as full time if necessary. Mayor Jacobs adjourned the meeting at 8:48 p.m. Written reports provided and documented for recording purposes only: City Council Meeting of February 2, 2015 (Item No. 3b) Page 6 Title: Study Session Meeting Minutes of January 12, 2015 8. Southwest LRT Update 9. Street Smart SLP-Crosswalk Safety Campaign 10. November 2014 Monthly Financial Report 11. Polystyrene Packaging Update ______________________________________ ______________________________________ Nancy Stroth, City Clerk Jeff Jacobs, Mayor Meeting: City Council Meeting Date: February 2, 2015 Minutes: 3c UNOFFICIAL MINUTES CITY COUNCIL MEETING ST. LOUIS PARK, MINNESOTA JANUARY 20, 2015 1. Call to Order Mayor Pro Tem Spano called the meeting to order at 7:30 p.m. Councilmembers present: Mayor Pro Tem Jake Spano, Tim Brausen, Steve Hallfin, Gregg Lindberg, Anne Mavity, and Susan Sanger. Councilmembers absent: Mayor Jeff Jacobs. Staff present: City Manager (Mr. Harmening), Deputy City Manager/Director of Human Resources (Ms. Deno), City Attorney (Mr. Scott), City Clerk (Ms. Stroth), Senior Planner (Mr. Walther), Planning/Zoning Supervisor (Ms. McMonigal), Associate Planner (Mr. Kelley), and Recording Secretary (Ms. Hughes). 1a. Pledge of Allegiance 1b. Roll Call 2. Presentations 2a. Recognition of Donations Mayor Pro Tem Spano expressed the City Council’s thanks to the Sherburne-Crouse Family for their $150 donation for the purchase of a Bicolor Oak tree at Westwood Hills Nature Center and expressed thanks to the St. Louis Park Hockey Association for their $100,000 donation for capital improvements at the Rec Center. 3. Approval of Minutes 3a. City Council Meeting Minutes of January 5, 2015 The minutes were approved as presented. 3b. Special Study Session Meeting Minutes of January 5, 2015 The minutes were approved as presented. 4. Approval of Agenda and Items on Consent Calendar NOTE: The Consent Calendar lists those items of business which are considered to be routine and/or which need no discussion. Consent items are acted upon by one motion. If discussion is desired by either a Councilmember or a member of the audience, that item may be moved to an appropriate section of the regular agenda for discussion. City Council Meeting of February 2, 2015 (Item No. 3c) Page 2 Title: City Council Meeting Minutes of January 20, 2015 4a. Moved to Item 8f. 4b. Adopt Resolution No. 15-007 approving acceptance of a $150 donation from the Sherburne-Crouse family for the purchase and installation of a Bicolor Oak tree, dedicated in the name of the Sherburne-Crouse Family, in Westwood Hills Nature Center. 4c. Adopt Resolution No. 15-008 approving acceptance of a monetary donation from the St. Louis Park Hockey Association in the amount of $100,000 to be used for capital improvements at the Rec Center or other hockey related improvements within the city that are agreeable to both the City of St. Louis Park and the St Louis Park Hockey Association. 4d. Approve for Filing Parks & Recreation Advisory Commission Meeting Minutes of July 30, 2014. 4e. Approve for Filing Parks & Recreation Advisory Commission Meeting Minutes of September 17, 2014. 4f. Approve for Filing Planning Commission Meeting Minutes of November 19, 2014. 4g. Approve for Filing Environment and Sustainability Commission: Sustainable SLP Meeting Minutes of December 3, 2014. Councilmember Brausen requested that Consent Calendar item 4a be removed and placed on the Regular Agenda. It was moved by Councilmember Mavity, seconded by Councilmember Sanger, to approve the Agenda and items listed on the Consent Calendar as amended to move Consent Calendar item 4a to the Regular Agenda as item 8f; and to waive reading of all resolutions and ordinances. The motion passed 6-0 (Mayor Jacobs absent). 5. Boards and Commissions 5a. Appointment of Citizen Representatives to Boards and Commissions It was moved by Councilmember Sanger, seconded by Councilmember Brausen, to appoint the Citizen Representatives to the commissions and terms listed below: Name Commission Term Expiration Stuart Williams Fire Civil Service Commission 12/31/2015 Jay Arneson Police Advisory Commission 12/31/2017 Tiffany Hoffmann Police Advisory Commission 12/31/2015 Maren Anderson Telecommunications Advisory Commission 12/31/2017 The motion passed 6-0 (Mayor Jacobs absent). City Council Meeting of February 2, 2015 (Item No. 3c) Page 3 Title: City Council Meeting Minutes of January 20, 2015 5b. Appointment of Citizen Representatives to the Southwest LRT Community Advisory Committee It was moved by Councilmember Sanger, seconded by Councilmember Lindberg, to appoint Bill James, Sara Maaske, and Janet Weivoda as Citizen Representatives to the Southwest LRT Community Advisory Committee for two-year terms. The motion passed 6-0 (Mayor Jacobs absent). 6. Public Hearings 6a. Public Hearing – MGM Liquor License (New Owner) Ms. Stroth presented the staff report and stated that IAW Management, LLC, dba MGM Wine and Spirits, has made application for an off-sale intoxicating liquor license at 8100 Highway 7. She stated the existing liquor establishment is owned and licensed to MGM St. Louis Park, LLC, who are in the process of selling the business and subleasing the property to IAW Management, LLC. She stated the off-sale intoxicating liquor license will cover the period through March 1, 2015, and renewal consideration for the next license term will occur on February 2, 2015. She introduced Mr. David Weisman, CEO of IAW Management, LLC. Mayor Pro Tem Spano opened the public hearing. No speakers were present. Mayor Pro Tem Spano closed the public hearing. It was moved by Councilmember Lindberg, seconded by Councilmember Mavity, to approve Off-Sale Intoxicating Liquor License for IAW Management, LLC, dba MGM Wine and Spirits, located at 8100 Highway 7, for the license term through March 1, 2015. The motion passed 6-0 (Mayor Jacobs absent). 7. Requests, Petitions, and Communications from the Public – None 8. Resolutions, Ordinances, Motions and Discussion Items 8a. Comprehensive Plan Amendment – Highway 7 & Glenhurst Avenue Redevelopment. Resolution No. 15-009. Mr. Kelley presented the staff report and explained that the request to amend the Comprehensive Plan Land Use Map is driven by a development proposal consisting of 150 units and 10,000 square feet of office space. He presented an aerial map of the site and a concept rendering depicting the north elevation facing CSAH 25 and explained that the 150-unit apartment building is five stories with the upper stories set back from the first level and includes some affordable units with an overall density of 69 units per acre. He stated that surface parking for the office building is provided in the middle of the site and residential parking is located under the southern building and noted that the current proposal includes more parking than the City requires. He advised that the City completed a traffic study in relation to the proposed project and the results indicate no City Council Meeting of February 2, 2015 (Item No. 3c) Page 4 Title: City Council Meeting Minutes of January 20, 2015 change in the level of service of the identified intersections, but would add 73 a.m. peak trips and 79 p.m. peak trips compared to the existing uses. He stated that staff reviewed the existing conditions of France Avenue in relation to the proposal and there are a number of options being considered by Engineering and Public Works staff. He reviewed the public process and stated that residents were generally supportive of the project but raised concerns about the lack of existing on-street parking and how this project might impact parking as well as concerns about what happens to France Avenue. He then introduced Mr. Rob Bader (Bader Development) and Mr. Sheldon Berg and Mr. Dean Dovolis (DJR Architecture). Gary and Kristin Wolfe, 3907 West 31st Street, stated they are supportive of the project but want to make sure the building stays three stories on the 31st Street side in keeping with the scale of the surrounding area. Mr. Dean Dovolis, DJR Architecture, stated the height of the building is approximately 30-35’ above ground level on the 31st Street side and confirmed that the building will be three stories tall on this side of the street. Ms. Gloria Wolfe, 3911 West 31st Street, stated she was also concerned about height and would like to see the proposed building even less than three stories. Mayor Pro Tem Spano stated the developer will be submitting a PUD for Council approval and the PUD will specify the height of the building. Mr. Harmening asked if the adjacent property owners would be notified as part of the PUD approval process. Mr. Kelley replied in the affirmative. Mr. Harmening stated that another neighborhood meeting could be scheduled as the final details of the proposed project are finalized. Councilmember Mavity requested information about the affordable housing component envisioned in this project. Mr. Rob Bader, Bader Development, advised they are planning on 150 total units with approximately 20% of the units being affordable or about 30 units. Councilmember Brausen spoke in favor of the project and was happy to see 20% of the units as affordable. He added he was concerned about market forces driving up the rent prices because of the highly desirable nature of this property. Councilmember Lindberg spoke in favor of the project but continued to be concerned about the loss of single-family homes. Councilmember Hallfin stated he has generally not supported projects that result in the loss of single-family homes but felt this was the right development for this site and would support it. City Council Meeting of February 2, 2015 (Item No. 3c) Page 5 Title: City Council Meeting Minutes of January 20, 2015 Councilmember Sanger felt the project represented a good land use for this area and thanked the developer for keeping the building relatively scaled down. She was also concerned about the loss of single-family homes and was disappointed about the loss of the ASAP Building due to its historical and architectural significance. It was moved by Councilmember Sanger, seconded by Councilmember Brausen, to adopt Resolution No. 15-009 Approving an Amendment to the 2030 Comprehensive Plan for the City of St. Louis Park under Minnesota Statutes 462.351 to 462.364 (3907 State Highway 7, 3915 State Highway 7, 3031 Glenhurst Avenue, 3914 31st Street West, 3918 31st Street West). The motion passed 6-0 (Mayor Jacobs absent). 8b. Major Amendment to Homewood Suites Planned Unit Development (PUD). Resolution No. 15-010. Mr. Walther presented the staff report and explained that the original approvals for the site plan indicated a 25’ setback for the trash room and the City recently learned that the trash room was built with an 18’ setback. He stated that the seven-foot encroachment is contrary to the PUD and requires a major amendment and advised that staff reviewed the amendment for impacts such as parking, DORA, and screening and found no impacts. He added that this discrepancy was the result of an oversight and staff did not catch the inconsistency in the drawings. It was moved by Councilmember Brausen, seconded by Councilmember Hallfin, to adopt Resolution No. 15-010 Amending and Restating Resolution No. 07-088 adopted on August 20, 2007, Approving a Preliminary and Final Planned Unit Development under Section 36-367 of the St. Louis Park Ordinance Code Relating to Zoning to Allow a Side Setback of 18 feet for an Existing Trash Room for Property Zoned O-Office located at 5305 Wayzata Boulevard. Councilmember Lindberg requested confirmation that Council’s approval of this major amendment would not set a precedent. Mr. Walther replied that this was correct. Councilmember Mavity stated she was not happy about this amendment even though the amendment is not dramatic to the project, but shared Councilmember Lindberg’s concerns about sending a message that Council will retroactively approve things that were not previously approved, adding this is not a habit this Council will get into. The motion passed 6-0 (Mayor Jacobs absent). 8c. Off-Sale Intoxicating Liquor Licenses. Resolution No. 15-011. Ms. Deno presented the staff report and explained that the January 12th study session included a discussion about the number of off-sale intoxicating liquor licenses and direction for staff to prepare a resolution limiting the number of off-sale intoxicating liquor licenses while Council studies the issue. She advised that the resolution places a hold on the number of these licenses to the current number of 16 and would be in place City Council Meeting of February 2, 2015 (Item No. 3c) Page 6 Title: City Council Meeting Minutes of January 20, 2015 through December 31, 2015, unless Council takes action prior to that date, adding that if no action is taken, the current language would remain in place. Mr. Brad Meier, TwinWest Chamber of Commerce, stated that TwinWest Chamber of Commerce does not think it is good policy to limit businesses or determine who can do business in a city through a regulatory process. He stated it does not appear that the amount of liquor stores is creating issues with respect to public nuisance or public safety. He indicated that TwinWest Chamber of Commerce does not like to see the free market system stopped or slowed down and does not want to see a moratorium put in place and asked Council to reconsider the matter. Councilmember Sanger stated she would not support a moratorium. She previously questioned her colleagues about what problem a moratorium is intended to solve and the concerns about how tacky it looks to have so many liquor stores in one area. She did not agree with this and noted that Council has other tools in place to deal with tackiness, adding she did not feel it was Council’s role to limit the number of licenses or to limit competition and the liquor stores are not causing public safety problems. Councilmember Mavity stated she was supportive of a time-limited moratorium to give Council time to study some of these questions that have been raised. She stated that Council’s responsibility is to create ordinances with the vision that residents want for the community and felt it was incumbent on Council to study the issue and make sure the vision of the community is reflected. It was moved by Councilmember Mavity, seconded by Councilmember Lindberg, to adopt Resolution No. 15-011 Limiting Number of Off-Sale Intoxicating Liquor Licenses. Councilmember Lindberg stated he raised this issue after hearing from residents about the number of liquor stores in the Knollwood area. He felt this was a neighborhood issue and it was his responsibility to listen to residents. He reminded Council that the need for further study is driven in part by the fact that a neighborhood has raised the issue and for that reason, as well as the accompanying data, he would support the resolution. Councilmember Brausen stated he would not support the resolution and did not feel there was a problem. He stated if people are going to support liquor stores, the liquor stores stay in business and if people do not support the liquor stores, then they close. He stated there is no public safety issue and he did not understand why Council was trying to solve a problem that does not exist. Councilmember Hallfin spoke in support of the motion and agreed that the issue should be further studied. He noted that the previous Council made a decision to limit the number of pawnshop licenses in the City even though there was no regulatory limit. Mayor Pro Tem Spano spoke in support of the motion and stated he wanted to make sure that Council has a thoughtful and deliberate discussion of the issue. Councilmember Sanger stated it was her understanding there is currently an entity discussing the possible opening of another liquor store in the City and asked if this entity would be prohibited if the resolution were adopted. City Council Meeting of February 2, 2015 (Item No. 3c) Page 7 Title: City Council Meeting Minutes of January 20, 2015 Mr. Scott advised that if Council adopts the resolution, the entity referred to by Councilmember Sanger would be prohibited from opening under the current resolution. He added that Council could amend the resolution to address the entity but if the current resolution is adopted, it would not allow any new licenses at new locations between now and December 31, 2015, or earlier if Council takes action prior to December 31, 2015, to amend the ordinance. The motion passed 4-2 (Councilmembers Brausen and Sanger opposed; Mayor Jacobs absent). 8d. Planned Unit Development (PUD) Ordinance Mr. Kelley presented the staff report and explained that the proposed amendments include creating a new PUD section of the City’s zoning code, text revisions to provide clarity throughout the ordinance, and policy changes providing greater flexibility to Council. He advised that the ordinance provides that final PUDs would be approved as an ordinance and designated as a unique zoning district on the zoning map. He stated that PUD amendments are proposed to be reclassified as either administrative or major with administrative amendments now classified as any change to an applicable measure that is 10% or less, e.g., 10% change in density, and anything greater than 10% would be approved as a major amendment. He noted that staff could process amendments as major if staff feels there are issues that should come to the attention of Council. He stated the PUD ordinance also includes a requirement that applicants must adhere to the City’s Green Building Policy. It was moved by Councilmember Brausen, seconded by Councilmember Mavity, to approve First Reading of Ordinance Amending Chapter 36 of the St. Louis Park City Code Creating a Planned Unit Development Zoning District, and to set second reading for February 2, 2015. Councilmember Sanger asked if Council would have the ability to include a condition in any PUD approval that a developer would not be allowed to come back to the City and ask for a 10% increase on a particular measure. Mr. Walther replied that Council could be explicit in its PUD approval that Council would not entertain a future request for a 10% increase in density, for example, but pointed out this would not preclude someone from submitting an amendment request at another date. He stated that staff would consider any request of this type as a major amendment for Council approval. The motion passed 6-0 (Mayor Jacobs absent). 8e. Resolution Approving Annual City Manager Evaluation. Resolution No. 15-012. Ms. Deno presented the staff report and explained that the City Council hired consultant Lynae Steinhagen to assist with the annual performance evaluation of the City Manager and Council met in closed session on January 12, 2015, to discuss and complete the performance evaluation. City Council Meeting of February 2, 2015 (Item No. 3c) Page 8 Title: City Council Meeting Minutes of January 20, 2015 Mayor Pro Tem Spano stated that feedback received from staff was overwhelmingly positive and Mr. Harmening is well respected by all and was described as an effective, inspiring leader and skilled communicator. He added that Mr. Harmening received the League of Minnesota Cities’ Leadership Award in 2014. It was moved by Councilmember Mavity, seconded by Councilmember Sanger, to adopt Resolution No. 15-012 Accepting the Annual City Manager Evaluation. The motion passed 6-0 (Mayor Jacobs absent). 8f. Approve Memorandum of Understanding for the City of St. Louis Park to participate in the Partners in Energy Program sponsored by Xcel Energy. Councilmember Brausen requested this item be removed from the Consent Calendar and advised that the City is entering into an agreement to participate in the Partners in Energy program sponsored by Xcel Energy, and this came about as the result of an initiative by the Environment and Sustainability Commission to foster more sustainability practices. He explained that this is a two-year collaborative with Xcel to develop and implement the City’s energy plan goals and represents a great opportunity at no cost to the City. It was moved by Councilmember Brausen, seconded by Councilmember Lindberg, to approve Memorandum of Understanding for the City of St. Louis Park to participate in the Partners in Energy Program sponsored by Xcel Energy. The motion passed 6-0 (Mayor Jacobs absent). 9. Communications Mr. Harmening invited residents to the 2015 Winter Fun Day on Saturday, January 31st, at Oak Hill Park from 12:00-4:00 p.m. He stated the St. Louis Park Rotary Club is hosting the event and further information is available on the City’s website. 10. Adjournment Mayor Pro Tem Spano adjourned the meeting at 8:47 p.m. ______________________________________ ______________________________________ Nancy Stroth, City Clerk Jake Spano, Mayor Pro Tem Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4a EXECUTIVE SUMMARY TITLE: 2015 Liquor License Renewals RECOMMENDED ACTION: Motion to Adopt Resolution for 2015 Liquor License Renewals for the license year term of March 1, 2015 through March 1, 2016. POLICY CONSIDERATION: Does Council wish to approve renewal of liquor licenses for the attached licensees who have met the necessary criteria for issuance of the next year’s term of their licenses? SUMMARY: The City has received the required information from current liquor license establishments for renewal of their liquor licenses. The required documents include State and City renewal applications, Certificates of Liability Insurance for liquor, Certificates of Compliance-Minnesota Workers’ Compensation Law, and license fees. All liquor license establishments listed in Exhibit A of the attached resolution have met the criteria necessary for issuance of their respective liquor licenses. During the year of 2014, the following new liquor licenses were approved: • Blackstone Bistro, 3808 Grand Way (On-Sale Intoxicating and Sunday Sale) • Bonefish Grill, 1607 West End Boulevard (On-Sale Intoxicating and Sunday Sale) • Cub Foods (3.2 Off-Sale) and Cub Liquor (Off-Sale Intoxicating), 5370 16th Street West • Ichiban Asian Buffet, 8912 Hwy. 7 (Wine and 3.2 On-Sale) • Noodles & Company, 8120 Hwy. 7 (Wine and 3.2 On-Sale) • Prime Deli, 4224 Minnetonka Boulevard (Wine and 3.2 On-Sale) • Smashburger, 8124 Hwy. 7 (Wine and 3.2 On-Sale) • Target, 8900 Hwy. 7 (Off-Sale Intoxicating) • The Loop, 5331 16th Street West (formerly Figlio) (On-Sale Intoxicating and Sunday Sale) • Vitali’s Bistro, 5101 Minnetonka Boulevard (Wine and 3.2 On-Sale) • Yami Yami, 4712 Excelsior Boulevard (Wine and 3.2 On-Sale) • Yard House, 1665 Park Place Boulevard (On-Sale Intoxicating and Sunday Sale) Two licensees closed in 2014: • Figlio, 5331 16th Street West (now The Loop) (On-sale Intoxicating and Sunday Sale) • Rainbow Foods, 5370 16th Street West (now Cub Foods & Cub Liquor) (3.2 Off-Sale and Off-Sale Intoxicating) FINANCIAL OR BUDGET CONSIDERATION: Fees received for liquor license renewals are budgeted as revenues each year and defray the cost the City incurs to administer and enforce liquor licensing codes and requirements. VISION CONSIDERATION: Not applicable. SUPPORTING DOCUMENTS: Discussion Resolution with Exhibit A - List of Establishments Prepared by: Kay Midura, Office Assistant – City Clerk’s Office Reviewed by: Nancy Stroth, City Clerk Approved by: Tom Harmening, City Manager City Council Meeting of February 2, 2014 (Item No. 4a) Page 2 Title: 2015 Liquor License Renewals DISCUSSION BACKGROUND: City Ordinance Chapter 3 governs Liquor License regulations. The City also complies with State regulations on licensing of establishments. Our licensing period for liquor is for a year and starts March 1. Renewal of licenses is done in accordance with the following section: City Code Sec. 3-64. Renewal application. (a) Applications for the renewal of an existing liquor license shall be made at least 45 days prior to the date of the expiration of the license, and shall state that everything in the prior application remains true and correct except as otherwise indicated on the renewal application. (b) Renewal applications for an on-sale license for a restaurant shall include a certified public accountant's statement showing total sales, food sales, liquor sales and percentage of total sales of the restaurant for the previous year. REVIEW AND REGULATIONS: City Clerk reviews all the application information and works the City Police Department to assure all licensees meet the necessary criteria for issuance of the next year’s term of their liquor license. As required by City Code Sections 3-57 and 3-70, all on-sale intoxicating and on-sale wine licensees are in compliance with food/liquor ratio requirements: • On-Sale Intoxicating Liquor License must have a minimum of 50% of gross receipts attributable to the sale of food. • On-Sale Wine License must have a minimum of 60% of gross receipts attributable to the sale of food. The holder of a wine license who is also licensed to sell 3.2 percent malt liquor on-sale, and whose gross receipts are at least 60 percent attributable to the sale of food, may also sell intoxicating malt liquor at on-sale without an additional license. As required in City Code Section 3-70, all property tax payments for establishments are current. STAFF RECOMMENDATION: All license renewals and applications as listed on Exhibit A of the Resolution have met or exceeded the requirements. All items are in order and recommendation is made for approval and issuance of the appropriate licenses for the term of March 1, 2015 to March 1, 2016. City Council Meeting of February 2, 2014 (Item No. 4a) Page 3 Title: 2015 Liquor License Renewals RESOLUTION NO. 15- ____ RESOLUTION APPROVING ISSUANCE OF LIQUOR LICENSE RENEWALS FOR MARCH 1, 2015 THROUGH MARCH 1, 2016 WHEREAS, Minnesota Statutes Chapter 340A and St. Louis Park Ordinance Code Chapter 3 provide for liquor licensing in cooperation with the Alcohol and Gambling Enforcement Division of the Minnesota Department of Public Safety, and WHEREAS, no license may be issued or renewed if required criteria has not been met, and NOW THEREFORE BE IT RESOLVED by the City of St. Louis Park City Council that the applicants and establishments listed in Exhibit A have met the criteria necessary for issuance of their respective liquor licenses, and the applications are hereby approved for March 1, 2015 to March 1, 2016. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: City Clerk City Council Meeting of February 2, 2014 (Item No. 4a) Page 4 Title: 2015 Liquor License Renewals Resolution No. 15-_____ 2015 Liquor License Renewals EXHIBIT A Business Name Licensee Name Address License type Applebee's Neighborhood Grill & Bar Apple Minnesota, LLC 8312 Highway 7 On-Sale Intoxicating Sunday Sale Best of India Best of India Inc. 8120 Minnetonka Blvd.. On-Sale Wine and 3.2 Blackstone Bistro Blackstone Bistro, LLC 3808 Grand Way On-Sale Intoxicating Sunday Sale Bonefish Grill Bonefish Grill, LLC 1607 West End Blvd. On-Sale Intoxicating Sunday Sale Brush Studio Azeka, Inc. 1651 Park Place Blvd. On-Sale Wine and 3.2 Bunny's Bar and Grill Rackner Inc. 5916 Excelsior Blvd. On-Sale Intoxicating Sunday Sale Byerly's Wine & Spirits Byerly Beverages, Inc. 3777 Park Ctr Blvd. Off-Sale Intoxicating Byerly's-St. Louis Park Byerly's, Inc. 3777 Park Ctr Blvd. On-Sale Intoxicating Sunday Sale Chipotle Mexican Grill, #311 Chipotle Mexican Grill of Colorado, LLC 5480 Excelsior Blvd. On-Sale Wine and 3.2 Cooper The Cooper LLC 1607 Park Place Blvd. On-Sale Intoxicating Sunday Sale Costco Wholesale #377 Costco WholeSale Corporation 5801 W 16th St Off-Sale Intoxicating Crave Crave Hospitality WE LLC 1603 West End Blvd. On-Sale Intoxicating Sunday Sale Cub Foods SuperValu, Inc. 5370 16th Street W. Off-Sale 3.2 Cub Liquor SuperValu, Inc. 5370 16th Street W. Off-Sale Intoxicating Cub Foods Knollwood Diamond Lake 1994 LLC 3620 Texas Ave S Off-Sale 3.2 Doubletree Park Place Hotel IVC WHH Minneapolis LLC 1500 Park Place Blvd. On-Sale Intoxicating Sunday Sale El Patron Mexican Cuisine El GordoUno, Inc. 8140 Highway 7 On-Sale Intoxicating Sunday Sale Four Firkins - Lagers Ales and Wines The Four Firkins - Lagers Ales and Wines, LLC 5630 West 36th Street Off-Sale Intoxicating Frank Lundberg American Legion Post 282 Frank Lundberg American Legion Post 282 5605 36th St W Club On-Sale Intoxicating Sunday Sale Granite City Food & Brewery Granite City Restaurant Operations, Inc. 5500 Excelsior Blvd. On-Sale Intoxicating Sunday Sale – Brew Pub Off-Sale Homewood Suites HSSLP LLC 5305 Wayzata Blvd. On-Sale 3.2 Ichiban Asian Buffet Asian Super Buffet LLC 8912 Hwy. 7 On-Sale 3.2 Jennings' Liquor Store Jennings Red Coach Inn Inc. 4631 Excelsior Blvd. Off-Sale Intoxicating Knollwood Liquor Knollwood Liquor Inc. 7924 Hwy 7, Suite A Off-Sale Intoxicating Liquor Barrel MM Liquor Barrel, Inc. 5111 Excelsior Blvd. Off-Sale Intoxicating Liquor Boy Liquor Boy, Inc. 5620 Cedar Lake Rd Off-Sale Intoxicating Little Szechuan Eat Art LLC 5377 W. 16th Street On-Sale Intoxicating Sunday Sale Marriott Minneapolis West CSM Lodging Services, Inc. 9960 and 9970 Wayzata Blvd. On-Sale Intoxicating Sunday Sale McCoy's Public House McCoy's of Minneapolis, Inc. 3801 Grand Way On-Sale Intoxicating Sunday Sale MGM Wine & Spirits IAW Management, LLC 8100 Highway 7 Off-Sale Intoxicating Mill Valley Kitchen Mill Valley Corporation 3906 Excelsior Blvd. On-Sale Intoxicating Sunday Sale Minneapolis Golf Club Minneapolis Golf Club 2001 Flag Ave S Club On-Sale Intoxicating Sunday Sale Noodles & Company The Noodle Shop, Co - Colorado, Inc. 5326 16th Street W On-Sale Wine and 3.2 Noodles & Company The Noodle Shop, Co - Colorado, Inc. 8120 Highway 7 On-Sale Wine and 3.2 Olive Garden Italian Restaurant #1424 GMRI Inc. 5235 Wayzata Blvd. On-Sale Intoxicating Sunday Sale Park Tavern Lounge & Lanes Philips Investment Co. 3401 Louisiana Ave S On-Sale Intoxicating Sunday Sale Pei Wei Asian Diner Pei Wei Asian Diner, LLC 5330 Cedar Lake Road #600 On-Sale Wine and 3.2 Prime Deli Weinberg Brothers Investments Co., LLC 4224 Minnetonka Blvd. On-Sale Wine and 3.2 Raku Sushi & Lounge Raku Sushi & Lounge, Inc. 5371 W. 16th St On-Sale Intoxicating Sunday Sale Rojo Mexican Grill Rojo West End LLC 1602 West End Blvd. On-Sale Intoxicating Sunday Sale Sam's Club #6318 Sam's West Inc. 3745 Louisiana Ave S Off-Sale Intoxicating City Council Meeting of February 2, 2014 (Item No. 4a) Page 5 Title: 2015 Liquor License Renewals Business Name Licensee Name Address License type Showplace 14 #8863 Kerasotes Showplace Theatres, LLC 1625 West End Blvd. On-Sale Intoxicating Sunday Sale Smashburger #1419 Smashburger Acquuisition- Minneapolis, LLC 8124 Highway 7 On-Sale Wine and 3.2 St. Louis Park Liquor Tina, Inc. 6316 Minnetonka Blvd. Off-Sale Intoxicating Steel Toe Brewing Steel Toe Brewing LLC 4848 35th Street W. Brewer Off-Sale & Taproom On-Sale Target Store T-2189 Target Corporation 8900 Highway 7 Off-Sale 3.2 Target Store T-2189 Target Corporation 8900 Highway 7 Off-Sale Intoxicating Taste of India Rasoi, Inc 5617 Wayzata Blvd. On-Sale Wine and 3.2 Texas-Tonka Liquor Texas Tonka Liquor, Inc. 8242 Minnetonka Blvd. Off-Sale Intoxicating Texa-Tonka Lanes H.J.K.S. Inc. 8200 Minnetonka Blvd. On-Sale Intoxicating Sunday Sale TGI Friday's TGI Friday's of Minnesota, Inc. 5875 Wayzata Blvd. On-Sale Intoxicating Sunday Sale Thanh Do Thanh Do Inc. 8028 Minnetonka Blvd. On-Sale Intoxicating Sunday Sale The Loop Loop West End, LLC 5331 16th Street W. On-Sale Intoxicating Sunday Sale Toby Keith's I Love this Bar & Grill CRGE Minneapolis LLC 1623 Park Place Blvd. On-Sale Intoxicating Sunday Sale Trader Joe's #710 Trader Joe's East, Inc. 4500 Excelsior Blvd. Off-Sale Intoxicating Vescio's Cucina Vescio's of St. Louis Park, Inc. 4001 Co Rd 25 On-Sale Wine and 3.2 Vintage Wine & Spiritz Vintage Wine & Spiritz, Inc 8942 Highway 7 Off-Sale Intoxicating Westwood Liquors FC Liquors 2 Inc. 2304 Louisiana Ave S Off-Sale Intoxicating Wok in the Park A Wok in the Park LLC 3005 Utah Ave South On-Sale Wine and 3.2 Yami Yami J & R, Inc. 4712 Excelsior Blvd. On-Sale Wine and 3.2 Yangtze River Restaurant Yangtze Inc. 5625 Wayzata Blvd. On-Sale Intoxicating Sunday Sale Yard House #8354 Yard House USA, Inc. 1665 Park Place Blvd. On-Sale Intoxicating Sunday Sale Yum! Kitchen and Bakery Yum!, Inc. 4000 Minnetonka Blvd On-Sale Wine and 3.2 Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4b EXECUTIVE SUMMARY TITLE: Imposing Civil Penalties for Liquor License Violations RECOMMENDED ACTION: Motion to Adopt the following Resolutions Imposing Civil Penalties for Liquor License Violations according to the recommendation of the City Manager: • Resolution imposing civil penalty for liquor license violation on November 28, 2014, at Park Tavern Lounge and Lanes, 3401 Louisiana Ave. So. • Resolution imposing civil penalty for liquor license violation on November 6, 2014, at St. Louis Park Liquor, 6316 Minnetonka Blvd. • Resolution imposing civil penalty for liquor license violation on November 6, 2014, at Vitali’s Bistro, 5101 Minnetonka Blvd. • Resolution imposing civil penalty for liquor license violation on November 28, 2014, at Yangtze River Restaurant, 5625 Wayzata Blvd. POLICY CONSIDERATION: Does the City Council concur with the decision of the City Manager to impose penalties for liquor license violations occurring in November, 2014, at these 4 establishments in St. Louis Park? If the City Council should disagree with the City Manager’s recommendation, a hearing would need to be scheduled for the Licensee to appear before the City Council for further consideration. FINANCIAL OR BUDGET CONSIDERATION: Not applicable. VISION CONSIDERATION: Not applicable. SUPPORTING DOCUMENTS: Discussion Resolutions Prepared by: Kay Midura, Office Assistant – City Clerk’s Office Reviewed by: Nancy Stroth, City Clerk Tom Scott, City Attorney Nancy Deno, HR Director/Deputy City Manager Approved by: Tom Harmening, City Manager City Council Meeting of February 2, 2015 (Item No. 4b) Page 2 Title: Imposing Civil Penalties for Liquor License Violations DISCUSSION BACKGROUND: Liquor compliance checks were conducted by the St. Louis Park Police Department in November, 2014. Under the direction of police officers, an underage buyer attempted to purchase alcoholic beverages at 60 licensed establishments in operation throughout the city at that time. Four of the licensed establishments failed the compliance check. Citations were issued in each case and forwarded to Hennepin County District Court for consideration of criminal penalties. The City is responsible for imposing civil penalties. Minnesota Statute 340A.415 limits civil penalty fees to a maximum of $2,000 for each violation. City Code requires that the presumptive civil penalties for the violations of selling alcohol to an underage person are as follows: 1st Violation 2nd Violation within 3 years 3rd Violation within 3 years 4th Violation within 3 years $2,000 $2,000 and 1 day suspension $2,000 and 3 day suspension Revocation Administrative Process Liquor license violators were given three options: 1. Accepting the violation and paying the penalty, waiving the right to any further appeal. 2. Appearing at an Administrative Hearing with the City Manager, accepting the violation and waiving the right to any further appeal with the City Council. 3. Appealing to the City Council at a Public Hearing. The establishments and fines set are as follows: Establishment Name Address Violation Date Number of Violations within 3 years Fine/Penalty Park Tavern Lounge & Lanes 3401 Louisiana Ave So 11/28/14 1 $2,000 St. Louis Park Liquor 6316 Minnetonka Blvd. 11/6/14 2 $2,000 & one day suspension Vitali’s Bistro 5101 Minnetonka Blvd. 11/6/14 1 Surrender of license Yangtze River Restaurant 5625 Wayzata Blvd. 11/28/14 1 $2,000 Park Tavern Lounge & Lanes and Yangtze River Restaurant accepted the violation and paid the administrative penalty of $2,000. St. Louis Park Liquor accepted the violation, paid the administrative penalty of $2,000 and closed on January 1, 2015, for their day of suspension. An administrative hearing with the City Manager was held for Vitali’s Bistro on January 22, 2015. Instead of paying the administrative penalty, Vitali’s Bistro accepted the violation and agreed to surrender their liquor license and not to apply for a new liquor license of any type, now or in the future, in St. Louis Park. All establishments, whose compliance checks were successful, received a congratulatory letter from the Mayor and the City Manager. City Council Meeting of February 2, 2015 (Item No. 4b) Page 3 Title: Imposing Civil Penalties for Liquor License Violations RESOLUTION NO. 15-____ RESOLUTION IMPOSING CIVIL PENALTY FOR LIQUOR LICENSE VIOLATION OCCURRING ON NOVEMBER 6, 2014 AT ST. LOUIS PARK LIQUOR 6316 MINNETONKA BLVD. WHEREAS, on November 6, 2014, a liquor license violation, sale of liquor to a minor, occurred at St. Louis Park Liquor, located at 6316 Minnetonka Blvd., in St. Louis Park; and WHEREAS, the liquor license violation was the second occurrence at this establishment within three years; and WHEREAS, the license holder, has stipulated that the incident occurred and was a violation of the city liquor license ordinance Sections 3-73 through 3-75; and WHEREAS, the license holder was informed of the civil penalty process and has agreed to accept the administrative penalty as set by the City Manager and as approved by the City Council. NOW THEREFOR BE IT RESOLVED, that a civil penalty of $2,000 and a one-day liquor license suspension occurring on January 1, 2015, is hereby imposed on the license holder pursuant to City Code Section 3-75. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: City Clerk City Council Meeting of February 2, 2015 (Item No. 4b) Page 4 Title: Imposing Civil Penalties for Liquor License Violations RESOLUTION NO. 15-____ RESOLUTION IMPOSING CIVIL PENALTY FOR LIQUOR LICENSE VIOLATION OCCURRING ON NOVEMBER 28, 2014 AT PARK TAVERN LOUNGE AND LANES 3401 LOUISIANA AVE. SO. WHEREAS, on November 28, 2014, a liquor license violation, sale of liquor to a minor, occurred at Park Tavern Lounge and Lanes, located at 3401 Louisiana Ave. So., in St. Louis Park; and WHEREAS, the liquor license violation was the first occurrence at this establishment within three years; and WHEREAS, the license holder, has stipulated that the incident occurred and was a violation of the city liquor license ordinance Sections 3-73 through 3-75; and WHEREAS, the license holder was informed of the civil penalty process and has agreed to accept the administrative penalty as set by the City Manager and as approved by the City Council. NOW THEREFOR BE IT RESOLVED, that a civil penalty of $2,000 is hereby imposed on the license holder pursuant to City Code Section 3-75. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: City Clerk City Council Meeting of February 2, 2015 (Item No. 4b) Page 5 Title: Imposing Civil Penalties for Liquor License Violations RESOLUTION NO. 15-____ RESOLUTION IMPOSING CIVIL PENALTY FOR LIQUOR LICENSE VIOLATION OCCURRING ON NOVEMBER 28, 2014 AT YANGTZE RIVER RESTAURANT 5625 WAYZATA BLVD. WHEREAS, on November 28, 2014, a liquor license violation, sale of liquor to a minor, occurred at Yangtze River Restaurant, located at 5625 Wayzata Blvd., in St. Louis Park; and WHEREAS, the liquor license violation was the first occurrence at this establishment within three years; and WHEREAS, the license holder, has stipulated that the incident occurred and was a violation of the city liquor license ordinance Sections 3-73 through 3-75; and WHEREAS, the license holder was informed of the civil penalty process and has agreed to accept the administrative penalty as set by the City Manager and as approved by the City Council. NOW THEREFOR BE IT RESOLVED, that a civil penalty of $2,000 is hereby imposed on the license holder pursuant to City Code Section 3-75. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: City Clerk City Council Meeting of February 2, 2015 (Item No. 4b) Page 6 Title: Imposing Civil Penalties for Liquor License Violations RESOLUTION NO. 15-____ RESOLUTION IMPOSING CIVIL PENALTY FOR LIQUOR LICENSE VIOLATION OCCURRING ON NOVEMBER 6, 2014 AT VITALI’S BISTRO 5101 MINNETONKA BLVD. WHEREAS, on November 6, 2014, a liquor license violation, sale of liquor to a minor, occurred at Vitali’s, located at 5101 Minnetonka Blvd., in St. Louis Park; and WHEREAS, the liquor license violation was the first occurrence at this establishment within three years; and WHEREAS, the license holder, has stipulated that the incident occurred and was a violation of the city liquor license ordinance Sections 3-73 through 3-75; and WHEREAS, the license holder was informed of the civil penalty process and has agreed that in lieu of the monetary civil penalty that it will surrender its license and be prohibited from obtaining another liquor license in St. Louis Park as set by the City Manager and as approved by the City Council. NOW THEREFOR BE IT RESOLVED, that a civil penalty of surrender of liquor license and licensee being prohibited from obtaining a new liquor license of any type, now or in the future, in St. Louis Park is hereby imposed on the license holder pursuant to City Code Section 3-75. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: City Clerk Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4c EXECUTIVE SUMMARY TITLE: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) RECOMMENDED ACTION: Motion to approve Second Reading and Adopt Ordinance amending Chapter 36 of the St. Louis Park City Code pertaining to Planned Unit Developments, and to approve the Ordinance summary for publication. POLICY CONSIDERATION: Does the City Council wish to amend the City Code creating a new Planned Unit Development section of the Zoning Code, with recommended policy and procedural changes? SUMMARY: The proposed zoning ordinance amendments create a new PUD section of the Zoning Code; changes the approval of PUDs so that they are now approved by ordinance; includes revisions to the text and organization of the PUD section for clarity; and includes revisions related to the policies and procedures for approving and amending PUDs. Such policy changes include greater flexibility regarding the modification of underlying zoning regulations, revising how amendments are defined and organized, and requiring compliance with the City’s Green Building Policy. Council Review: The Council was provided with a report outlining proposed policy and procedural changes to the PUD ordinance on December 8, 2014 and a study session discussion was held January 12, 2015. The first reading was conducted on January 20, 2015 and the draft Ordinance included a revision related to environmental sustainability requested by the Council at the January 12 study session. Staff received no further questions or concerns regarding the proposed PUD Ordinance. The proposed PUD Ordinance is attached. FINANCIAL OR BUDGET CONSIDERATION: None VISION CONSIDERATION: Not applicable. SUPPORTING DOCUMENTS: Ordinance Ordinance Summary Prepared by: Ryan Kelley, Associate Planner Reviewed by: Sean Walther, Senior Planner Michele Schnitker, Housing Supervisor Approved by: Tom Harmening, City Manager City Council Meeting of February 2, 2015 (Item No. 4c) Page 2 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) ORDINANCE NO.____-15 CITY OF ST. LOUIS PARK HENNEPIN COUNTY, MINNESOTA AN ORDINANCE AMENDING CHAPTER 36 OF THE ST. LOUIS PARK CITY CODE CREATING A PLANNED UNIT DEVELOPMENT ZONING DISTRICT THE CITY OF ST. LOUIS PARK DOES ORDAIN: SECTION 1. Chapter 36 shall have the following Sections renumbered as follows: Secs. 36 – 6 — 36 - 3029. Reserved Sec. 36-310. Interpretation; procedures. Sec. 36-321. Registration of land use. SECTION 2. Chapter 36 is amended to add the following: Sec. 36-32. Planned Unit Development (PUD) District. (a) Purpose and Intent. The purpose of a PUD District is to benefit the city and its residents by providing a comprehensive procedure intended to allow greater flexibility in the development of land than would be possible under a conventional zoning district. The decision to zone property to PUD is a public policy decision for the City Council to make in its legislative capacity. The intent of this section is to: (1) Allow for the greater utilization of new technologies in building design, construction, and land development. (2) Promote higher standards of site and building design. (3) Promote a more efficient and effective use of streets, utilities, and public facilities to support high-quality development at a lesser cost. (4) Provide for the establishment of recreational, public, and open spaces which may be made more usable and be more suitably located than would otherwise be provided under conventional development procedures. (5) Allow modifications to the strict application of regulations of conventional zoning districts that are in harmony with the goals, policies and intent of the City's Comprehensive Plan and this chapter. (6) Encourage a more creative and efficient use of land. (7) Preserve and enhance desirable site characteristics, including flora and fauna, scenic views, screening and access. (8) Promote environmental sustainability in the development of land, building construction and building operations. City Council Meeting of February 2, 2015 (Item No. 4c) Page 3 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) (9) Ensure integrated pedestrian facilities to and within a PUD district. (10) Provide for improved connections to mass transit facilities. (11) Encourage an increase in the supply of low-income and moderate-income housing. (12) Allow for the mixing of land uses within a development when such mixing of land uses could not otherwise be accomplished under this Chapter. (b) Building and site design. The City Council shall find that the quality of building and site design proposed by the PUD plan will substantially enhance aesthetics of the site and implement relevant goals and policies of the Comprehensive Plan before a PUD ordinance may be approved. In addition, the following criteria shall be satisfied: (1) The design shall consider the project as a whole, and shall create a unified environment within project boundaries by ensuring architectural compatibility of all structures, efficient vehicular and pedestrian circulation, aesthetically pleasing landscape and site features, and design and efficient use of utilities. (2) The design of a PUD shall achieve compatibility of the project with surrounding land uses, both existing and proposed, and shall minimize the potential adverse impacts of the PUD on surrounding land uses and the potential adverse effects of the surrounding land uses on the PUD. (3) A PUD shall comply with the City’s Green Building Policy. (4) The use of green roofs or white roofs and on-site renewable energy is encouraged. (5) More than one building may be placed on one lot in a PUD. (c) Application of section provisions. The provisions of this section shall be administered as follows: (1) Land use guidance. No PUD shall be approved on property guided by the Comprehensive Plan for low density residential development. (2) PUD regulations. A PUD district may incorporate the regulations of one or more other zoning districts as determined by the zoning administrator and designated in the ordinance creating the district. (3) Modifications. A PUD district may modify any provision of this Chapter except for the following: a. PUDs with side or rear property lines adjacent to R-1 or R-2 zoned and used districts shall have a maximum building height of 40 feet, and minimum side and rear yards of 15 feet. Buildings may exceed 40 feet in height if the portion of the building above 40 feet is stepped back from the side and rear property lines a distance equal to the additional height. b. PUDs shall comply with the requirements of the Floodplain Ordinance. City Council Meeting of February 2, 2015 (Item No. 4c) Page 4 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) c. PUDs shall comply with the sign requirements of the most closely related zoning district as designated in the approving ordinance. d. PUDs shall comply with the Travel Demand Management District. (4) Permitted land uses. Any land use that is consistent with the Comprehensive Plan may be allowed in a PUD district. Residential and non-residential uses may be included in a single PUD district. The PUD ordinance shall identify all land uses allowed in the PUD district. Any change from the uses listed in the PUD ordinance shall be considered an amendment to the PUD and shall follow the procedures specified in this section. The following uses are prohibited in a PUD: Currency exchange; Firearms Sales; Pawnshop; Payday loan agency; Sexually Oriented Business (5) Minimum area. A PUD district must consist of a parcel or contiguous parcels of land at least two acres or more in size. Tracts of less than two acres may be approved only if the applicant can demonstrate that a project of superior design can be achieved or that greater compliance with comprehensive plan goals and policies can be attained through use of a PUD. (6) Additional Requirements. PUDs shall be subject to the imposition of additional requirements when, in the opinion of the City Council, such additional requirements are necessary to protect the general welfare, public safety, neighborhood character and/or to achieve the objectives contained in Section 36-1. (d) Submission requirements and procedure. Planned unit developments shall be proposed and considered according to the requirements of this section. (1) Pre-Application Conference. Before filing an application for approval of a PUD, an applicant may submit a concept plan for review and comment by City Staff. Staff may schedule a review of the concept plan by the Planning Commission and/or City Council to obtain nonbinding comments on its merits. (2) Preliminary PUD Plan. A complete application for a Preliminary PUD Plan shall include all of the following information: a. An application and payment of required application fee. b. A statement describing how the PUD will meet the stated purposes and objectives of this section. c. If land encompassed within a proposed PUD is to be platted, replatted or subdivided, all information required for consideration and approval of a Preliminary Plat is also required in accordance with the subdivision ordinance, and the review may be carried out simultaneously with the review of a PUD. d. A current certified survey showing existing conditions of properties located within the proposed PUD, and buildings and topography of properties located within 150 feet of the proposed PUD. City Council Meeting of February 2, 2015 (Item No. 4c) Page 5 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) e. Preliminary general development plans. Plans shall be dimensioned and based on the survey. Plans shall show compliance to the City Code and proposed modifications. 1. Detailed site plan. 2. Landscape plan, including spaces used for designed outdoor recreation area (DORA) 3. Tree preservation and replacement plan. 4. Erosion control plan. 5. Utility, drainage and storm water management plans prepared by a civil engineer registered in Minnesota. 6. Lighting plan. 7. Building elevations and floor plans. 8. Fire protection plan. f. Traffic study containing, at a minimum, the total and peak hour trip generation from the site at full development, the effect of such traffic on the level of service of nearby and adjacent streets, intersections, and total parking requirements. g. If a PUD has been requested that involves two or more phases, the PUD applicant shall submit a phasing plan. This plan shall demonstrate that each phase is capable of independently addressing and complying with the City Code, traffic study and storm water requirements and include the geographical sequence of construction and the number of dwelling units or square footage of nonresidential property to be constructed in each phase. h. Environmental data which the City may deem necessary. This data must include a preliminary analysis of the probability of site contamination. i. Any other information required by the City. (3) Final PUD Plan. A complete application for a Final PUD Plan shall contain all of the following information: a. An application and payment of required application fee. b. A final plat that meets the requirements of the Subdivision Ordinance. c. A current certified survey showing existing conditions of properties located within the proposed PUD, and buildings and topography of properties located within 150 feet of the proposed PUD. City Council Meeting of February 2, 2015 (Item No. 4c) Page 6 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) d. Final general development plans. Plans shall be dimensioned and based on the survey. Plans shall show compliance to the City Code and proposed modifications. 1. Detailed site plan. 2. Landscape plan, including spaces used for designed outdoor recreation area (DORA) 3. Tree preservation and replacement plan. 4. Erosion control plan. 5. Utility, drainage and storm water management plans prepared by a civil engineer registered in Minnesota. 6. Lighting plan. 7. Building elevations and floor plans. 8. Fire protection plan. e. Any deed restrictions, covenants, agreements, and articles of incorporation and bylaws of any proposed homeowners' association or other documents or contracts which control the use or maintenance of property covered by the PUD. f. A final phasing plan, if phasing is proposed, indicating the geographical sequence and timing of development of the plan or portions thereof, including the estimated date of beginning and completion of each phase. g. Any other information required by the City. (4) Procedure. Planned unit developments shall be proposed and processed according to the requirements of this Section. No application for a Final PUD shall be processed until the application for a Preliminary PUD has been approved by the City Council unless the Zoning Administrator determines the Preliminary PUD and Final PUD may be processed simultaneously. a. Preliminary PUD. 1. Application. An application for preliminary approval of a PUD district shall be on a form provided by the City and shall include all required information comprising a Preliminary PUD Plan. 2. Referral to Planning Commission. The completed application shall be reviewed by City Staff and a report concerning the application shall be submitted to the Planning Commission. City Council Meeting of February 2, 2015 (Item No. 4c) Page 7 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) 3. Public Hearing. The Planning Commission shall hold a public hearing in accordance with section 36-35(b). 4. Approval. The City Council may approve the Preliminary PUD Plan in whole or in part, may approve subject to conditions, may deny, or may continue consideration of the Preliminary PUD Plan for further investigation and hearing at a later date. 5. Denial. When a Preliminary PUD Plan has been denied by the City Council, the owner or applicant may not reapply for the same or similar development on the same property for the six-month period following the date of the denial. b. Final PUD. 1. Application. An application for final approval of a PUD district shall be on a form provided by the City and shall include all data and plans comprising a Final PUD Plan. 2. Timeframe for Submission. Application for a Final PUD shall be submitted for approval within 180 days after City Council approval of the Preliminary PUD unless a written request for a time extension is submitted by the applicant and approved by the City Council. 3. The City Council shall consider the Final PUD Plan. If the City Council deems it necessary, it may set a public hearing for consideration of the Final PUD Plan. The City Council may deny the Final PUD Plan or may approve the Final PUD Plan in whole or in part. A Final PUD district shall be approved by ordinance. 4. No development activity may occur on a site for which a PUD has been applied, until a Final PUD district has been approved in whole or in part for that site. c. Preliminary and Final PUD combined. 1. The application form for a Final PUD shall be used. 2. The application shall include all data and plans comprising both a Preliminary PUD Plan and Final PUD Plan. 3. The approval procedure shall be the same as for a Preliminary PUD, except that final approval shall be by ordinance. (5) Development agreement. a. The City may, at its sole discretion, require the owner and developer of a proposed PUD to execute a development agreement which may include, but not be limited to, all requirements of the Final PUD Plan as a condition to approval of a Final PUD. City Council Meeting of February 2, 2015 (Item No. 4c) Page 8 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) b. The development agreement may require the developers to provide an irrevocable letter of credit in favor of the City, performance guarantee or cash escrow. The letter of credit shall be provided by a financial institution licensed in the state and acceptable to the City. The City may require that certain provisions and conditions of the development agreement be stated in the letter of credit. The letter of credit shall be in an amount sufficient to ensure the provision or development of improvement called for by the development agreement. (6) Operating and maintenance requirements for common areas. If certain land areas or structures within the PUD are designated for recreational use, public plazas, open areas or service facilities, the owner of such land and buildings shall enter into an agreement with the City that ensures the continued operation and maintenance of such areas or facilities in a manner suitable to the city. (7) Zoning map. All approved PUD districts shall be designated on the City's zoning map as it is revised from time to time. (8) Building Permit. No building permit shall be issued or development shall occur on land for which a PUD district has been approved which does not conform to the approved final plan. (9) Amendments. Proposed development of land for which a PUD has been approved or modifications to existing projects which does not conform to the approved final plan shall be processed as either an Administrative Amendment or Major Amendment as defined in this subsection as determined by the Zoning Administrator. a. The Official Exhibits affected by the approved amendment shall be amended and replaced in their entirety. b. Administrative amendments. 1. Proposed changes to building dimensions involving ten percent or less of such dimension, proposed site modifications involving ten percent or less of the total existing site area, and proposed changes to other previously approved standards involving ten percent or less of such standard, which meet all ordinance requirements may be approved by the Zoning Administrator prior to a building permit being issued and shall not require planning commission review or council approval, unless otherwise stated in the approved development agreement. 2. Administrative approval shall only be granted if the applicant has provided written notification to all owners of property within the PUD that such approval is being sought. The notification shall inform the property owners that approval of the proposed modification may be granted after ten calendar days have elapsed from the mailing date of the notice unless a property owner files an appeal with the Zoning Administrator within that time. If any such appeal is filed, the proposed modification shall be considered in the same manner as a major amendment to the approved final plan. City Council Meeting of February 2, 2015 (Item No. 4c) Page 9 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) 3. Administrative approval may be obtained for modifications specified in the development agreement as requiring only administrative approval. 4. The Zoning Administrator may determine that a proposed amendment is a Major Amendment, even if it meets the criteria of an Administrative Amendment, and shall follow the procedure for major amendments in this Subsection. c. Major amendments. A major amendment to the approved final plan of the PUD shall be processed and approved in the same manner as a Preliminary and final PUD, except that submission requirements shall be modified as appropriate by City Staff to reflect the nature of the proposed amendment. Major amendments shall include: 1. Any amendment that is not an Administrative Amendment. 2. Any amendment determined to be a Major Amendment by the Zoning Administrator. 3. Any amendment specified as such in the development agreement. (10) Final Development Plan governs use of land. The subject area shall be permanently governed by the conditions, provisions and restrictions of the approving ordinance and final development plan. The ordinance and plan, as amended from time to time, shall govern the use of the land. SECTION 3. Section 36-34 is amended as follows: *** (b) Process. A request for a variance shall be considered by the board of zoning appeals. The cCity cCouncil will act as the board of zoning appeals for variance requests made in conjunction with a conditional use permit, PUD application, or subdivision. The pPlanning cCommission shall hold the public hearing on the variance request, review the variance request along with the conditional use permit, PUD application, or subdivision process, and report its findings and recommendations to the cCity cCouncil. *** SECTION 4. Section 36-82 is amended as follows: *** (b) Authorized temporary uses *** (5) Temporary outdoor sales. a. Temporary sales, including licensed food service, shall only be permitted within a C, O, M-X, or I or PUD district or in public parks or closed right-of-way as approved by the city or as specified by PUD approval. *** (7) Same--Up to six months. City Council Meeting of February 2, 2015 (Item No. 4c) Page 10 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) *** b. The temporary use shall be located in the C-1 district, C-2 district, M-X district, PUD district, in a public park or closed right-of-way as approved by the cCity., or as specified by PUD approval. SECTION 5. Section 36-111 is amended to add the following subsection: (7) Planned Unit Development (PUD) District, See Section 36-32. SECTION 6. Subsections 36-115(e) and 36-166(e) are deleted in their entirety and subsequent subsections renumbered accordingly. SECTION 7. Section 36-167 is amended as follows: *** (a) Purpose and effect. The purposes of the R-C high-density multiple-family residence district are to provide appropriately located areas for family living in a variety of dwelling types at densities generally up to 50 units per acre (or up to 75 units per acre by PUD) with sound standards for public health and safety; to preserve as many as possible of the desirable characteristics of the single-family residential districts while permitting higher population densities; to provide opportunities for accessory and transitional commercial uses to support residential development; to ensure adequate light, air, privacy, and open space for each dwelling unit; provide space for institutions which require residential environments; to provide community services such as parks, schools, religious facilities, and community centers supportive of a residential area while safeguarding its residential character; to minimize traffic congestion and the impacts of high traffic volumes; to provide space for off-street parking of automobiles; and to protect residential properties from noise, illumination, unsightliness, odors, dust, dirt, smoke, vibration, heat, glare, and other objectionable influences. *** (c) Uses permitted with conditions. *** (12) Cluster housing. *** g. Conditions listed in subsections (c)(13)a.--(c)(13)c and (c)(13)e-f. of this section and certain performance standards may be waived or amended using the PUD process if so specified in a redevelopment plan for the area that has been adopted as part of the city comprehensive plan. (Ord. No. 2267-04, 4-12-04) *** (e) Uses permitted by PUD. No structure or land in an R-C district shall be used for the following uses except by the PUD process. Provisions for the PUD and modifications to dimensional standards and densities are provided under section 36-367: ground floor retail, service, office and medical/dental office in mixed-use buildings that are predominantly residential. (fe) Accessory uses. *** (gf) Dimensional standards/densities. City Council Meeting of February 2, 2015 (Item No. 4c) Page 11 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) *** SECTION 8. Subsection 36-194(e) is deleted in its entirety and subsequent subsections renumbered accordingly. SECTION 9. Section 36-223 is amended as follows: *** (c) Uses permitted with conditions. A structure or land in any O district may be used for one or more of the following uses if it complies with the conditions stated in section 36-222 and those specified for the use in this subsection: (1) Adult day care. The conditions are as follows: a. This use shall be permitted only as a part of a larger development which contains at least one other principal use or as part of a PUD. *** (2) Group day care/nursery schools. The conditions are as follows: a. This use shall be permitted only as a part of a larger development which contains at least one other principal use or as part of a PUD. *** (4) Libraries. This use shall be permitted only as a part of a larger development which contains at least one other principal use or as part of a PUD. *** (6) Museums/art galleries. This use shall be permitted only as a part of a larger development which contains at least one other principal use or as part of a PUD. *** (14) Private entertainment (indoor) without intoxicating liquor license. The conditions are as follows: a. This use shall only be permitted as part of a larger development which contains at least one other principal use or as part of a PUD. *** (15) Restaurants without intoxicating liquor license. The conditions are as follows: a. This use shall be permitted as part of a larger development which contains at least one other principal use or as part of a PUD. *** (16) Retail. The conditions are as follows: a. No single use retail establishment over 20,000 square feet is permitted. The retail facility shall be permitted only as a part of a larger development on a single parcel which contains at least one other permitted principal use or as a part of a mixed use PUD. *** (d) Uses permitted by conditional use permit. *** City Council Meeting of February 2, 2015 (Item No. 4c) Page 12 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) (2) Restaurants with intoxicating liquor license. The conditions are as follows: a. Restaurants with intoxicating liquor licenses shall be permitted only as part of a larger development which contains at least one other principal use or as part of a PUD. *** (e) Uses permitted by PUD . This subsection shall be deleted in its entirety. (fe) Accessory uses. *** (gf) Dimensional standards. *** (10) Each lot shall contain designed outdoor recreation area/plazas at the ratio of 0.12 times the gross floor area of all the structures on the lot; but shall not be less than 12 percent of the total lot area. These areas shall be developed into functional and aesthetic yard areas, plazas, courtyards and/or pedestrian facilities which are compatible with or enlarge upon the pedestrian links and public open space. The designed outdoor recreation area may be provided on a lot separate from the use provided that it is part of the overall development covered by a PUD process or that covenants which ensure the perpetuation of the required designed outdoor recreation area in a form approved by the city attorney be provided. SECTION 10. Subsections 36-233(e) and 36-243(e) are deleted in their entirety and subsequent subsections renumbered accordingly. SECTION 11. Section 36-326 is amended as follows: Sec. 36-326. Traffic management plan. In addition to being approved by the joint task force, the initial traffic management plan shall be reviewed by the other city planning agencies and approved by the city council as part of the regular conditional use permit or planned unit development use approval process. It shall utilize the appropriate techniques available to reduce the p.m. peak hour traffic generated by the parcel, including but not limited to: SECTION 12. Section 36-329 is amended as follows. Sec. 36-329. Traffic management administrative fee. Under the authority in M.S.A. § 462.353, subd. 4, each owner of a parcel or development subject to the terms of this division shall pay a traffic management administrative fee of $0.10 per square foot of gross floor area. Fifty percent of the fee shall be paid at the time such owner applies for a conditional use permit or planned unit development permit for such development and 50 percent of the fee shall be paid at the time such owner applies for a building permit thereof. The fees shall be collected by the cCity and deposited as a separate fund under the authority of the joint task force. The fund will be used by the joint task force only for its costs incurred in reviewing, investigating and administering traffic management plans under this City Council Meeting of February 2, 2015 (Item No. 4c) Page 13 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) division. Should the costs of administering and enforcing this division require it, the cCity reserves the right to periodically assess such costs to the parcels within the area covered. The cCity also reserves the right to periodically assess the parcels within the respective areas for the costs involved in implementing capital improvements designed to reduce traffic congestion, facilitate transit use, and implement traffic management plans in the vicinity of Xenia/Park Place Boulevard and I-394, Louisiana Avenue and I-394, and Boone Avenue and I-394. *** SECTION 13. Section 36-405 is amended as follows: Sec. 36-405. Special requirements. (1) City approvals. a. Condition for approval. The cCity may not issue a Conditional Use Permit (CUP), Planned Unit Development (PUD), or building permit for an addition which increases the leasable floor area or density for any property that is not in compliance with the provisions of this chapter. Amendments to existing special permits shall be administered in accordance with section 36-36(c)(4). b. Exception. If a new use requiring a CUP, PUD or special permit amendment is proposed for part of a multiple tenant building, and there are no exterior modifications needed to accommodate the new tenant which would result in an increase in floor area ratio, ground floor area ratio, building height, density, or a decrease in required yards, or other substantial change (other than property improvement to meet building code requirements), then the city may issue a CUP, PUD or special permit amendment provided the following standards are met: *** SECTION 14. Section 36-367 is deleted in its entirety and subsequent subsections renumbered accordingly. SECTION 15. Divisions 10, 11, and 12 shall be amended as follows: Division 10. Floodplain Districts Planned Unit Development Districts Division 11. Travel Demand Management District Floodplain Districts Division 12. Travel Demand Management District SECTION 16. Divisions 9 and 10 shall be amended as follows: Division 9. M-X Mixed Use District *** Secs. 36-268—36-290. Reserved Division 10. Planned Unit Development Districts Secs. 36-268—36-290. Reserved SECTION 17. APPENDIX A – 2015 FEE SCHEDULE shall be amended as follows: *** City Council Meeting of February 2, 2015 (Item No. 4c) Page 14 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) COMMUNITY DEVELOPMENT DEPARTMENT *** PUD – MinorAdministrative Amendment *** SECTION 18. This Ordinance shall take effect fifteen days after its passage and publication. Public Hearing January 7, 2015 First Reading January 20, 2015 Second Reading February 2, 2015 Date of Publication February 12, 2015 Date Ordinance takes effect February 27, 2015 ADOPTED this 2nd day of February, 2015, by the City Council of the City of St. Louis Park. Reviewed for Administration: Adopted by the City Council February 2, 2015 City Manager Mayor Attest: Approved as to Form and Execution: City Clerk City Attorney City Council Meeting of February 2, 2015 (Item No. 4c) Page 15 Title: Second Reading of Zoning Ordinance Amendments Pertaining to Planned Unit Developments (PUDs) SUMMARY ORDINANCE NO. ____-15 AN ORDINANCE RELATING TO THE PROCEDURE AND APPROVAL OF PLANNED UNIT DEVELOPMENTS (PUDS) This ordinance states that PUDs will be approved as a distinct zoning ordinance. Amendments also reorganize several sections of the PUD ordinance. Additional changes relate to the policies and procedures for approving and amending PUDs. This ordinance shall take effect 15 days after publication. Adopted by the City Council February 2, 2015 Jeffrey W. Jacobs /s/ Mayor A copy of the full text of this ordinance is available for inspection with the City Clerk. Published in St. Louis Park Sailor: February 12, 2015 Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4d EXECUTIVE SUMMARY TITLE: Authorize Purchase of Office Workstations for City Hall Remodeling Project RECOMMENDED ACTION: Motion to authorize staff to purchase up to $760,000 of office partitions, workstations, and furniture with state contract pricing from Hendrickson PSG. POLICY CONSIDERATION: Does City Council wish to proceed with the office furnishings during the remodeling of second and third floors within City Hall? SUMMARY: Interior DIRTT office partitions, workstations, chairs, and file cabinets for the City Hall remodel on second and third floors have been selected from the Minnesota State Purchasing Contract selections. A formal bid process is not required. Office furnishings are the largest portion of the project budget. They will be purchased from and installed by Hendrickson PSG. The project will be completed in four phases, Inspections, Community Development, Administration, and Engineering Departments. Products will be ordered as needed at various times over the next several months to coordinate with the project schedule. FINANCIAL OR BUDGET CONSIDERATION: This authorization is consistent with the anticipated project budget expenditures, totaling $1.235 million as discussed during the September 22, 2014 and the January 12, 2015 Study Sessions. VISION CONSIDERATION: St. Louis Park is committed to being a leader in environmental stewardship. We will increase environmental consciousness and responsibility in all areas of city business. (Using durable materials with high recycled content and minimizing off-gassing.) SUPPORTING DOCUMENTS: None Prepared by: Brian Hoffman, Director of Inspections Approved by: Tom Harmening, City Manager Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4e EXECUTIVE SUMMARY TITLE: Approval of City Disbursements RECOMMENDED ACTION: Motion to accept for filing City Disbursement Claims for the period of December 27, 2014 through January 23, 2015. POLICY CONSIDERATION: Does the City Council desire to approve City disbursements in accordance with Section 6.11 – Disbursements – How Made, of the City’s Charter? SUMMARY: The Accounting Division prepares this report on a monthly basis for the City Council to review and approve. The attached reports show both City disbursements paid by physical check and those by wire transfer or Automated Clearing House (ACH) when applicable. FINANCIAL OR BUDGET CONSIDERATION: Review and approval of the information follows the City’s Charter and provides another layer of oversight to further ensure fiscal stewardship. VISION CONSIDERATION: Not applicable. SUPPORTING DOCUMENTS: City Disbursements Prepared by: Connie Neubeck, Account Clerk Reviewed by: Brian A. Swanson, Controller 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 1Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 305.00A TOUCH OF MAGIC INC PERFORMING ARTS OTHER CONTRACTUAL SERVICES 305.00 155.51A-1 OUTDOOR POWER INC GENERAL FUND BALANCE SHEET INVENTORY 646.44ROUTINE MAINTENANCE EQUIPMENT PARTS 801.95 2,355.38ABRA MN ST LOUIS PARK UNINSURED LOSS G&A UNINSURED LOSS 2,355.38 24.12ACME TOOLS ROUTINE MAINTENANCE SMALL TOOLS 218.99PARK MAINTENANCE G & A SMALL TOOLS 243.11 3.67-ADVANCED DISPOSAL SERVICES SOLID WASTE COLLECTIONS MOTOR FUELS 78,336.00SOLID WASTE COLLECTIONS YARD WASTE SERVICE 28,968.68SOLID WASTE DISPOSAL YARD WASTE SERVICE 107,301.01 155.00AE2SWATER UTILITY G&A GENERAL PROFESSIONAL SERVICES 5,028.45WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 5,183.45 456.00ALL CITY ELEVATOR INC FACILITIES MCTE G & A OTHER CONTRACTUAL SERVICES 456.00 12,959.75AMERICAN PRESSURE INC GENERAL FUND BALANCE SHEET INVENTORY 219.00SEWER UTILITY G&A OTHER IMPROVEMENT SERVICE 13,178.75 163.76ANCHOR PAPER CO COMM & MARKETING G & A OFFICE SUPPLIES 163.76 507.20ANCOM COMMUNICATIONS POLICE G & A POLICE EQUIPMENT 507.20 1,898.50ANDERSEN INC, EARL ROUTINE MAINTENANCE GENERAL SUPPLIES 1,941.04INSTALLATIONOTHER IMPROVEMENT SUPPLIES 3,839.54 946.41ANDERSEN, JENS EMPLOYEE FLEX SPEND G&A TUITION City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 2 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 2Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 946.41 13.84ANDREW, STACY WATER UTILITY G&A GENERAL CUSTOMERS 13.84 129.00APPLE INC TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 129.00 685.27ARAMARK UNIFORM SERVICES FACILITIES MCTE G & A OTHER CONTRACTUAL SERVICES 86.92GENERAL CUSTODIAL DUTIES OTHER CONTRACTUAL SERVICES 38.16REC CENTER BUILDING GENERAL SUPPLIES 810.35 10.00ARBOR DAY FOUNDATION ENVIRONMENTAL G & A SUBSCRIPTIONS/MEMBERSHIPS 10.00 215.12ARRIES, KANDI NEIGHBORHOOD ASSOCIATION GRANT OTHER CONTRACTUAL SERVICES 215.12 26.04ARTHUR JR, ROY WATER UTILITY G&A GENERAL CUSTOMERS 26.04 335.00ASCAPPERFORMING ARTS OTHER CONTRACTUAL SERVICES 335.00 64.00ASCHE, DEAN INSPECTIONS G & A ELECTRICAL 64.00 175.52ASET SUPPLY AND PAPER INC FACILITIES MCTE G & A CLEANING/WASTE REMOVAL SUPPLY 176.56REC CENTER BUILDING GENERAL SUPPLIES 352.08 4,276.42ASPEN EQUIPMENT CO SANDING/SALTING EQUIPMENT PARTS 4,276.42 224.28AT&T MOBILITY CELLPHONES, IPADS, ETC.OFFICE EQUIPMENT 224.28 512.97ATIR ELECTRIC CORPORATION FACILITIES MCTE G & A BUILDING MTCE SERVICE 1,375.31MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 1,888.28 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 3 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 3Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 1,250.00ATOMPOLICE G & A TRAINING 1,250.00 189.95AUTO ELECTRIC OF BLOOMINGTON INC GENERAL FUND BALANCE SHEET INVENTORY 189.95 77.80AUTO PLUS GENERAL FUND BALANCE SHEET INVENTORY 77.80 2,600.10AUTOMATIC SYSTEMS INC WATER UTILITY G&A EQUIPMENT MTCE SERVICE 2,600.10 730.28AVI SYSTEMS INC CABLE TV G & A OFFICE EQUIPMENT 730.28 138.39AVR INC CONSTRUCTION MATERIAL OTHER CONTRACTUAL SERVICES 138.39 661.10BADGER METER INC WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 661.10 37.40BARKER, EMILY INSPECTIONS G & A MECHANICAL 262.50GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 299.90 198.48BARNA, GUZY & STEFFEN LTD HUMAN RESOURCES GENERAL PROFESSIONAL SERVICES 198.48 371.83BARNUM GATE SERVICES INC FACILITIES MCTE G & A BUILDING MTCE SERVICE 267.13PARK EQUIPMENT MAINTENANCE OTHER CONTRACTUAL SERVICES 638.96 80.00BARTEL, LISA INSPECTIONS G & A MASSAGE THERAPY ESTABLISHMENTS 80.00 5,890.00BECKER ARENA PRODUCTS GENERAL FUND BALANCE SHEET INVENTORY 1,266.50UNINSURED LOSS G&A UNINSURED LOSS 198.75-PARK EQUIPMENT MAINTENANCE GENERAL SUPPLIES 95.00ARENA MAINTENANCE GENERAL SUPPLIES 7,052.75 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 4 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 4Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 857.80BELFOR PROPERTY RESTORATION SPEC ASSMT CONSTRUCTION OTHER CONTRACTUAL SERVICES 857.80 124.34BENSON, NICK ENVIRONMENTAL G & A OFFICE SUPPLIES 124.34 64.00BLAYLOCK PLUMBING CO INSPECTIONS G & A PLUMBING 64.00 299.97BLUE TARP FINANCIAL INC GENERAL FUND BALANCE SHEET INVENTORY 82.98ROUTINE MAINTENANCE SMALL TOOLS 779.41ROUTINE MAINTENANCE EQUIPMENT PARTS 1,162.36 9,038.00BOLTON & MENK INC ENGINEERING G & A ENGINEERING SERVICES 313.50ENGINEERING G & A TRAINING 7,330.00STREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 39,253.15STREET CAPITAL PROJ G & A IMPROVEMENTS OTHER THAN BUILDI 55,934.65 1,035.00BREDEMUS HARDWARE COMPANY INC PARK IMPROVE CAPITAL PROJECT BUILDINGS & STRUCTURES 1,035.00 47.60BREDENBERG, JASON PUBLIC WORKS G & A MILEAGE-PERSONAL CAR 47.60 204.00BRIGGS, AMY SOFTBALL OTHER CONTRACTUAL SERVICES 204.00 18,180.14BRIN NORTHWESTERN GLASS CO ROUTINE MAINTENANCE OTHER IMPROVEMENT SERVICE 18,180.14 666.03BRONX PARK NEIGHBORHOOD ASSOC NEIGHBORHOOD ASSOCIATION GRANT OTHER CONTRACTUAL SERVICES 666.03 1,175.00BROWNDALE NEIGHBORHOOD ASSOCIATION NEIGHBORHOOD ASSOCIATION GRANT OTHER CONTRACTUAL SERVICES 1,175.00 70.00BUCKEL, KARI OPERATIONS TRAINING 70.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 5 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 5Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 510.00BUREAU OF CRIM APPREHENSION CELLPHONES, IPADS, ETC.TELEPHONE 510.00 553.84BURRELL TRUSTEE, GREGORY A EMPLOYEE FLEXIBLE SPENDING B/S WAGE GARNISHMENTS 553.84 103.05BUSCH SYSTEMS INT'L INC SOLID WASTE COLLECTIONS OTHER 103.05 5,500.00BWR CONSULTING INC HUMAN RESOURCES GENERAL PROFESSIONAL SERVICES 5,500.00 8,902.88CAMPBELL KNUTSON PROF ASSOC ADMINISTRATION G & A LEGAL SERVICES 256.00ENGINEERING G & A LEGAL SERVICES 352.00CABLE TV G & A LEGAL SERVICES 1,336.00STREET CAPITAL PROJ G & A LEGAL SERVICES 64.00RIGHT-OF-WAY IMPROVEMENTS OTHER THAN BUILDI 128.00WATER UTILITY G&A LEGAL SERVICES 48.00REILLY G & A LEGAL SERVICES 240.00SOLID WASTE G&A LEGAL SERVICES 11,326.88 713.67CANADIAN PACIFIC RAILWAY CONSTRUCTION MATERIAL OTHER CONTRACTUAL SERVICES 713.67 285.75CAPECCHI, MICHAEL POLICE G & A TRAINING 197.96POLICE G & A TRAVEL/MEETINGS 483.71 61.35CAPITAL ONE COMMERCIAL WESTWOOD G & A GENERAL SUPPLIES 61.35 8,082.55CARGILL INC SANDING/SALTING OTHER IMPROVEMENT SUPPLIES 8,082.55 1,431.87CDW GOVERNMENT INC TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 1,431.87 6,362.00CEDAR DEVELOPERS LLC ESCROWS GENERAL 6,362.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 6 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 6Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 3,507.97CENTERPOINT ENERGY FACILITY OPERATIONS HEATING GAS 5.00INSPECTIONS G & A STATE SURCHARGE PAYABLE 45.00INSPECTIONS G & A ELECTRICAL 134.31SEWER UTILITY G&A HEATING GAS 3,692.28 5,323.15CENTERPOINT ENERGY SERVICES INC FACILITY OPERATIONS HEATING GAS 5,323.15 261.60CENTURY LINK CELLPHONES, IPADS, ETC.TELEPHONE 261.60 227.44CINTAS CORPORATION FACILITIES MCTE G & A OPERATIONAL SUPPLIES 1,519.45WATER UTILITY G&A OPERATIONAL SUPPLIES 366.38VEHICLE MAINTENANCE G&A OPERATIONAL SUPPLIES 2,113.27 2,136.85CITIZENS INDEPENDENT BANK GENERAL FUND BALANCE SHEET INVENTORY 439.98GENERAL FUND BALANCE SHEET CLEARING ACCOUNT 350.00GENERAL FUND G&A MISC EXPENSE 14.04ADMINISTRATION G & A OFFICE SUPPLIES 1,145.25ADMINISTRATION G & A SEMINARS/CONFERENCES/PRESENTAT 701.11ADMINISTRATION G & A MEETING EXPENSE 3.96HUMAN RESOURCES OFFICE SUPPLIES 209.94HUMAN RESOURCES ORGANIZATIONAL DEVELOPMENT 500.00HUMAN RESOURCES RECOGNITION 61.76HUMAN RESOURCES CITE 983.40HUMAN RESOURCES TRAINING 219.44HUMAN RESOURCES MEETING EXPENSE 6.00HUMAN RESOURCES MILEAGE-PERSONAL CAR 197.26COMM & MARKETING G & A PRINTING & PUBLISHING 615.00COMM & MARKETING G & A SEMINARS/CONFERENCES/PRESENTAT 100.00IT G & A TRAINING 13.00IT G & A TRAVEL/MEETINGS 49.00POSTAL SERVICES POSTAGE 485.00ASSESSING G & A SUBSCRIPTIONS/MEMBERSHIPS 356.00ASSESSING G & A SEMINARS/CONFERENCES/PRESENTAT 380.00FINANCE G & A SEMINARS/CONFERENCES/PRESENTAT 80.93FINANCE G & A MEETING EXPENSE 242.34FACILITIES MCTE G & A GENERAL SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 7 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 7Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 22.47FACILITIES MCTE G & A BANK CHARGES/CREDIT CD FEES 320.00POLICE G & A SUBSCRIPTIONS/MEMBERSHIPS 1,675.00POLICE G & A TRAINING 6.90-POLICE G & A SEMINARS/CONFERENCES/PRESENTAT 51.49POLICE G & A MEETING EXPENSE 600.00JOINT COMM POLICE PARTNERSHIP GENERAL SUPPLIES 786.00OPERATIONSGENERAL SUPPLIES 873.38OPERATIONSFIRE PREVENTION SUPPLIES 806.75OPERATIONSOPERATIONAL SUPPLIES 196.14OPERATIONSSMALL TOOLS 389.90OPERATIONSSUBSCRIPTIONS/MEMBERSHIPS 1,871.27OPERATIONSTRAINING 72.18OPERATIONSTRAVEL/MEETINGS 13.00OPERATIONSMEETING EXPENSE 41.29ENGINEERING G & A OFFICE SUPPLIES 123.96ENGINEERING G & A OPERATIONAL SUPPLIES 1,990.00ENGINEERING G & A TRAINING 7.00ENGINEERING G & A TRAVEL/MEETINGS 31.96SANDING/SALTING EQUIPMENT PARTS 464.48TV PRODUCTION NON-CAPITAL EQUIPMENT 215.00WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 522.62SEWER UTILITY G&A OPERATIONAL SUPPLIES 140.00SOLID WASTE G&A SUBSCRIPTIONS/MEMBERSHIPS 59.88TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 1,090.57TECHNOLOGY REPLACEMENT TELEPHONE 5,615.66MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 6.33ORGANIZED REC G & A GENERAL SUPPLIES 242.06ORGANIZED REC G & A MEETING EXPENSE 20.93ORGANIZED REC G & A BANK CHARGES/CREDIT CD FEES 26.81BASKETBALLGENERAL SUPPLIES 15.01VOLLEYBALLGENERAL SUPPLIES 50.00SPECIAL EVENTS GENERAL SUPPLIES 423.91HOLIDAY PROGRAMS GENERAL SUPPLIES 614.16LITTLE TOT PLAYTIME GENERAL SUPPLIES 360.18PARK MAINTENANCE G & A SMALL TOOLS 605.00PARK MAINTENANCE G & A TRAINING 1,440.99PARK BUILDING MAINTENANCE OTHER IMPROVEMENT SUPPLIES 285.00ENVIRONMENTAL G & A TRAINING 447.95WESTWOOD G & A GENERAL SUPPLIES 193.03WESTWOOD G & A TRAINING 51.10REC CENTER BUILDING GENERAL SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 8 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 8Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 55.04ARENA MAINTENANCE MOTOR FUELS 58.00LIFEGUARDINGGENERAL SUPPLIES 56.52VEHICLE MAINTENANCE G&A OFFICE SUPPLIES 32,215.38 2,721.03CLAREY'S SAFETY EQUIPMENT INC OPERATIONS OPERATIONAL SUPPLIES 2,721.03 11,921.00COLICH & ASSOCIATES ADMINISTRATION G & A LEGAL SERVICES 11,921.00 54.43COMCASTOPERATIONSEMERGENCY PREPAREDNESS 22.73OTHER CITY DEPARTMENTS OTHER CONTRACTUAL SERVICES 175.70WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 87.85SEWER UTILITY G&A OTHER CONTRACTUAL SERVICES 9.03BUILDING MAINTENANCE EQUIPMENT MTCE SERVICE 349.74 6,598.80COMMERCIAL ASPHALT COMPANY WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 6,598.80 28,099.75COMPASS MINERALS AMERICA SANDING/SALTING OTHER IMPROVEMENT SUPPLIES 28,099.75 199.41CONSOLIDATED CONTAINER CO LLC POLICE G & A OPERATIONAL SUPPLIES 199.41 67.30COOKS, RAMI WATER UTILITY G&A GENERAL CUSTOMERS 67.30 11,146.00COVERALL OF THE TWIN CITIES GENERAL BUILDING MAINTENANCE OTHER CONTRACTUAL SERVICES 11,146.00 2,008.50CREATIVE PRODUCT SOURCING INC - DARE DARE PROGRAM OPERATIONAL SUPPLIES 2,008.50 262.50CROSLEY, WESTON GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 262.50 478.26CU TITLE SERVICES WATER UTILITY G&A GENERAL CUSTOMERS 478.26 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 9 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 9Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 222.79CUB FOODS POLICE G & A SUBSISTENCE SUPPLIES 222.79 2,036.00CUMMINS NPOWER LLC REC CENTER BUILDING EQUIPMENT MTCE SERVICE 4,758.64GENERAL REPAIR EQUIPMENT MTCE SERVICE 6,794.64 43.14CUSTOM HOSE TECH INC GENERAL FUND BALANCE SHEET INVENTORY 43.14 1,561.00D&B POWER ASSOCIATES INC TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 1,561.00 2,894.93DALCO ENTERPRISES INC GENERAL BUILDING MAINTENANCE CLEANING/WASTE REMOVAL SUPPLY 2,894.93 10.05DAWSON, PETER WATER UTILITY G&A GENERAL CUSTOMERS 10.05 196.05DEKO FACTORY SERVICE INC PARK MAINTENANCE G & A OTHER CONTRACTUAL SERVICES 196.05 1,409.90DEPARTMENT OF MOTOR VEHICLES GENERAL FUND BALANCE SHEET INVENTORY 1,409.90 3,601.01DEPT EMPLOYMENT & ECONOMIC DEVELOPMENTEMPLOYEE FLEX SPEND G&A UNEMPLOYMENT 3,601.01 6,765.54DEPT LABOR & INDUSTRY INSPECTIONS G & A DUE TO OTHER GOVTS 6,765.54 285.02DEX MEDIA EAST LLC ENTERPRISE G & A ADVERTISING 285.02 542.50DISCOUNT STEEL INC ENGINEERING G & A ENGINEERING SERVICES 432.50ROUTINE MAINTENANCE GENERAL SUPPLIES 975.00 29.01DIVINE, JAMES WATER UTILITY G&A GENERAL CUSTOMERS 29.01 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 10 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 10Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 3,492.69DJ ELECTRIC SERVICES INC UNINSURED LOSS G&A UNINSURED LOSS 3,492.69 92,527.00DJ KRANZ CO INC MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 92,527.00 7,667.19DLT SOLUTIONS INC TECHNOLOGY REPLACEMENT EQUIPMENT MTCE SERVICE 7,667.19 5,024.65DO-GOOD.BIZ INC COMM & MARKETING G & A POSTAGE 5,024.65 38.08DUNLAP, REG TV PRODUCTION MILEAGE-PERSONAL CAR 38.08 3,450.00DUNN & SEMINGTON LLC ARENA MAINTENANCE ADVERTISING 3,450.00 154.73EAKINS, LILLA WATER UTILITY G&A GENERAL CUSTOMERS 154.73 1,840.00ECHO MINNESOTA JOINT COMM POLICE PARTNERSHIP TRAINING 1,840.00 355.18ECM PUBLISHERS INC ADMINISTRATION G & A LEGAL NOTICES 355.18 28.39EDINA REALTY TITLE WATER UTILITY G&A GENERAL CUSTOMERS 28.39 344.68EGAN COMPANIES INC WATER UTILITY G&A EQUIPMENT MTCE SERVICE 344.68 170.80EISOLD, JASON REC CENTER BUILDING MILEAGE-PERSONAL CAR 170.80 163.52ELECTRONIC CENTER GENERAL BUILDING MAINTENANCE GENERAL SUPPLIES 163.52 198.60EMERGENCY APPARATUS MTNCE GENERAL FUND BALANCE SHEET INVENTORY City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 11 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 11Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 2,438.36GENERAL REPAIR EQUIPMENT MTCE SERVICE 2,636.96 8,818.75EMPLOYEE STRATEGIES INC ADMINISTRATION G & A OTHER CONTRACTUAL SERVICES 450.00ADMINISTRATION G & A TRAINING 9,268.75 508.25ESRIASSET MANAGEMENT TRAINING 508.25 778.28FACTORY MOTOR PARTS CO GENERAL FUND BALANCE SHEET INVENTORY 11.94GENERAL REPAIR GENERAL SUPPLIES 790.22 262.50FASHINGBAUER, CLAUDIA GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 262.50 4.00FASTENAL COMPANY SWEEPING EQUIPMENT PARTS 196.77SEWER UTILITY G&A BLDG/STRUCTURE SUPPLIES 8.73PARK MAINTENANCE G & A GENERAL SUPPLIES 209.50 84.29FEDEXHUMAN RESOURCES RECRUITMENT 84.29 3,352.30FERGUSON WATERWORKS WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 3,352.30 592.98FERRELLGASICE RESURFACER MOTOR FUELS 592.98 590.00FIELD TRAINING SOLUTIONS POLICE G & A TRAINING 590.00 1,473.50FISCHER MINING LLC WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 1,473.50 475.00FISCHLER & ASSOCIATES PA COMMUNICATIONS/GV REIMBURSEABL GENERAL PROFESSIONAL SERVICES 475.00 200.00FLEX COMPENSATION INC EMPLOYEE FLEX SPEND G&A GENERAL PROFESSIONAL SERVICES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 12 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 12Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 200.00 88.26FORCE AMERICA INC GENERAL FUND BALANCE SHEET INVENTORY 88.26 374.08FOTH INFRASTRUCTURE & ENVIRONMENT STORM WATER UTILITY G&A IMPROVEMENTS OTHER THAN BUILDI 374.08 79.99FRATTALLONE'S HARDWARE WATER UTILITY G&A EQUIPMENT PARTS 79.99 44.62FREEDOM RENTALS WATER UTILITY G&A GENERAL CUSTOMERS 44.62 3,295.92FRIEDGES LANDSCAPING INC PARK IMPROVE BALANCE SHEET RETAINED PERCENTAGE 3,295.92 4,250.00FRONT RANGE CONSULTING INC FRANCHISE ADMINISTRATION OTHER CONTRACTUAL SERVICES 4,250.00 78.44G S DIRECT ENGINEERING G & A GENERAL SUPPLIES 78.44 566.52GARELICK STEEL CO ROUTINE MAINTENANCE GENERAL SUPPLIES 566.52 4,088.45GLTC PREMIUM PAYMENTS EMPLOYEE FLEXIBLE SPENDING B/S LONG TERM CARE INSUR 4,088.45 10.93GONZALEZ, TEDMORE WATER UTILITY G&A GENERAL CUSTOMERS 10.93 349.55GOPHER STATE ONE-CALL INC WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 349.55 70.00GRABOW, MATT OPERATIONS TRAINING 70.00 196.65GRAINGER INC, WW GENERAL FUND BALANCE SHEET INVENTORY 334.56GENERAL BUILDING MAINTENANCE BLDG/STRUCTURE SUPPLIES 36.59ROUTINE MAINTENANCE SMALL TOOLS City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 13 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 13Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 44.72ROUTINE MAINTENANCE EQUIPMENT PARTS 78.38GENERAL REPAIR GENERAL SUPPLIES 690.90 700.00GRANICUS INC TECHNOLOGY REPLACEMENT EQUIPMENT MTCE SERVICE 700.00 390.00GRANITE LEDGE ELECTRICAL CONTRACTORS DAMAGE REPAIR OTHER CONTRACTUAL SERVICES 23,256.00INSTALLATIONOTHER CONTRACTUAL SERVICES 23,646.00 250.00GRENDAHL, LAURA GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 250.00 458.64GROUP HEALTH INC - WORKSITE EMPLOYEE FLEX SPEND G&A HEALTH INSURANCE 458.64 17.16GUILLORY, CHAD WATER UTILITY G&A GENERAL CUSTOMERS 17.16 438.00GYM WORKS INC OPERATIONS TRAINING 438.00 225.00HABITAT ARCHITECTURE INC MOVE-UP PROGRAM OTHER CONTRACTUAL SERVICES 225.00 425.00HAMILTON, MIKE BROOMBALL OTHER CONTRACTUAL SERVICES 425.00 19.63HANSON, ANDERS FAMILY PROGRAMS GENERAL SUPPLIES 19.64SCHOOL RELEASE PRGMS GENERAL SUPPLIES 39.27 6,703.00HAWKINS INC WATER UTILITY G&A OPERATIONAL SUPPLIES 6,703.00 181.38HD SUPPLY WATERWORKS LTD WATER UTILITY G&A OTHER 181.38 175.00HENNEPIN COUNTY CHIEFS POLICE POLICE G & A SUBSCRIPTIONS/MEMBERSHIPS 175.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 14 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 14Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 98.50HENNEPIN COUNTY RESIDENT & REAL ESTATE ASSESSING G & A SUBSCRIPTIONS/MEMBERSHIPS 98.50 2,742.26HENNEPIN COUNTY TREASURER GENERAL FUND G&A OTHER CONTRACTUAL SERVICES 12,435.90GENERAL FUND G&A MISC EXPENSE 6,971.20ADMINISTRATION G & A EQUIPMENT MTCE SERVICE 500.00IT G & A COMPUTER SERVICES 1,923.90POLICE G & A EQUIPMENT MTCE SERVICE 2,554.25POLICE G & A SUBSISTENCE SERVICE 305.00POLICE G & A LICENSES 63.90OPERATIONSRADIO COMMUNICATIONS 1,543.01OPERATIONSEMERGENCY PREPAREDNESS 17.14HOUSING REHAB G & A OTHER CONTRACTUAL SERVICES 111.402010D FIRE STAT DEBT SERV G&A OTHER CONTRACTUAL SERVICES 59.992005A GO IMPROVEMENT BOND G&A OTHER CONTRACTUAL SERVICES 102.83PARK IMPROVEMENT G & A OTHER CONTRACTUAL SERVICES 77.13SIDEWALKS & TRAILS G & A OTHER CONTRACTUAL SERVICES 3,002.13WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 3,002.13SEWER UTILITY G&A OTHER CONTRACTUAL SERVICES 3,002.13STORM WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 25.71EMPLOYEE FLEX SPEND G&A OTHER CONTRACTUAL SERVICES 171.39TECHNOLOGY REPLACEMENT OTHER CONTRACTUAL SERVICES 9,006.41PARK MAINTENANCE G & A OTHER CONTRACTUAL SERVICES 248.71PARK MAINTENANCE G & A GARBAGE/REFUSE SERVICE 413.00SPLASH PAD MAINT - Oak Hill Pk OTHER CONTRACTUAL SERVICES 322.00REC CENTER BUILDING OTHER CONTRACTUAL SERVICES 413.00AQUATIC PARK MAINTENANCE OTHER CONTRACTUAL SERVICES 49,014.52 576.00HENRICKSEN PSG GO BONDS-FIRE STATIONS G&A BUILDINGS & STRUCTURES 3,677.74MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 4,253.74 727.32HIGHVIEW PLUMBING INC WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 727.32 85.00HINZ, EMILY INSTRUCTIONAL SKATING LESSONS TRAINING 85.00 230.62HIRSHFIELDSWATER UTILITY G&A BLDG/STRUCTURE SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 15 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 15Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 230.62 2,500.00HO, JENNIFER ESCROWS PMC ESCROW 2,500.00 30.17HOFFMAN, DANIEL WATER UTILITY G&A GENERAL CUSTOMERS 30.17 105.75HOIGAARD VILLAGE MGMT WATER UTILITY G&A GENERAL CUSTOMERS 105.75 652.50HOME DEPOT CREDIT SERVICES GENERAL BUILDING MAINTENANCE GENERAL SUPPLIES 5.87ROUTINE MAINTENANCE EQUIPMENT PARTS 11.83SNOW PLOWING EQUIPMENT PARTS 16.07DAMAGE REPAIR OTHER IMPROVEMENT SUPPLIES 83.49RELAMPINGOTHER IMPROVEMENT SUPPLIES 312.09WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 21.86WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 85.36-SEWER UTILITY G&A GENERAL SUPPLIES 53.02SEWER UTILITY G&A OTHER 19.97PARK MAINTENANCE G & A GENERAL SUPPLIES 64.19PARK MAINTENANCE G & A OTHER IMPROVEMENT SUPPLIES 86.04PARK EQUIPMENT MAINTENANCE OTHER IMPROVEMENT SUPPLIES 279.00REC CENTER BUILDING BLDG/STRUCTURE SUPPLIES 66.90BLDG/GROUNDS OPS & MAINT BLDG/STRUCTURE SUPPLIES 1,587.47 421.97HOME DEPOT CREDIT SRVCS WESTWOOD G & A SMALL TOOLS 421.97 210.00HOWES, JEFFREY VOLLEYBALL OTHER CONTRACTUAL SERVICES 210.00 600.00HRGREENTECHNOLOGY REPLACEMENT POLICE EQUIPMENT 600.00 1,719.00I.U.O.E. LOCAL NO 49 EMPLOYEE FLEXIBLE SPENDING B/S UNION DUES 1,719.00 535.00I/O SOLUTIONS INC HUMAN RESOURCES RECRUITMENT 535.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 16 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 16Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 19.00IATNVEHICLE MAINTENANCE G&A SUBSCRIPTIONS/MEMBERSHIPS 19.00 1,447.68ICCINSPECTIONS G & A GENERAL SUPPLIES 1,447.68 1,320.00ICMAADMINISTRATION G & A SUBSCRIPTIONS/MEMBERSHIPS 1,320.00 1,302.48IMPACT PROVEN SOLUTIONS WATER UTILITY G&A POSTAGE 1,302.48SEWER UTILITY G&A POSTAGE 1,302.47SOLID WASTE COLLECTIONS POSTAGE 1,302.47STORM WATER UTILITY G&A POSTAGE 5,209.90 85.00IMSAPUBLIC WORKS OPS G & A SUBSCRIPTIONS/MEMBERSHIPS 85.00 808.61INFRASTRUCTURE TECH INC SEWER UTILITY G&A OTHER IMPROVEMENT SERVICE 808.61 738.68INVER GROVE FORD GENERAL FUND BALANCE SHEET INVENTORY 738.68 82.76I-STATE TRUCK CENTER GENERAL FUND BALANCE SHEET INVENTORY 82.76 59,193.75JACKSON DEAN CONSTRUCTION ESCROWS GENERAL 59,193.75 10.74JERRY'S HARDWARE POLICE G & A BLDG/STRUCTURE SUPPLIES 4.40PARK MAINTENANCE G & A GENERAL SUPPLIES 43.09WESTWOOD G & A SMALL TOOLS 26.84BLDG/GROUNDS OPS & MAINT BLDG/STRUCTURE SUPPLIES 85.07 220.00JIRIK, MARK INSPECTIONS G & A 1&2 SINGLE FAM. RENTAL 220.00 113.80JOHNSON, ROGER WESTWOOD G & A GENERAL SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 17 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 17Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 113.80 3,850.00JUST-RITE CONSTRUCTION INC ROUTINE MAINTENANCE OTHER IMPROVEMENT SUPPLIES 3,850.00 45.00KAISER, KEN FACILITIES MCTE G & A LICENSES 45.00 8,430.25KATE-LOTILE & STONE MUNICIPAL BLDG OTHER CONTRACTUAL SERVICES 8,430.25 503.08KELLER, JASMINE Z EMPLOYEE FLEXIBLE SPENDING B/S WAGE GARNISHMENTS 503.08 416.00KIDCREATE STUDIO PRE-SCHOOL PROGRAMS OTHER CONTRACTUAL SERVICES 416.00 2,453.89KIMLEY-HORN AND ASSOCIATES, INC ESCROWS GENERAL 2,453.89 288.00KINDERMUSIK WITH FRIENDS PRE-SCHOOL PROGRAMS OTHER CONTRACTUAL SERVICES 288.00 244.00KLINKNER MANAGEMENT LLC INSPECTIONS G & A 1&2 SINGLE FAM. RENTAL 244.00 31.00KOTTKE, KATHRYN YOUTH PROGRAMS PROGRAM REVENUE 31.00 515.00KROOG, RACHAEL ENVIRONMENTAL G & A OTHER CONTRACTUAL SERVICES 515.00 155.00LAKES GAS CO PATCHING-PERMANENT OTHER IMPROVEMENT SUPPLIES 155.00 2,385.59LARSON, JH CO FACILITIES MCTE G & A BLDG/STRUCTURE SUPPLIES 2,385.59 2,641.10LAW ENFORCEMENT LABOR SERVICES INC EMPLOYEE FLEXIBLE SPENDING B/S UNION DUES 2,641.10 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 18 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 18Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 35.00LAZARUS, MICHAEL GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 35.00 18,184.54LEAGUE OF MINNESOTA CITIES EMPLOYEE FLEX SPEND G&A League of MN Cities dept'l exp 18,184.54 4,165.00LEAGUE OF MN CITIES POLICE G & A TRAINING 4,165.00 1,233.00LEAGUE OF MN CITIES INSURANCE TRUST EMPLOYEE FLEX SPEND G&A League of MN Cities dept'l exp 707.65UNINSURED LOSS G&A UNINSURED LOSS 1,940.65 184.45LEAP MANUFACTURING LLC WORK FOR OTHERS (DPT)OTHER IMPROVEMENT SUPPLIES 184.45 1,500.00LEICA GEOSYSTEMS INC ENGINEERING G & A OPERATIONAL SUPPLIES 1,500.00 531.36LEWIS, DON EMPLOYEE FLEXIBLE SPENDING B/S TUITION 531.36 1,827.68LIBERTY ENVELOPE COMM & MARKETING G & A OFFICE SUPPLIES 1,827.68 417.00LIFELINE TRAINING LTD POLICE G & A TRAINING 417.00 5,526.66LOCKRIDGE GRINDAL NAUEN PLLP REILLY G & A LEGAL SERVICES 5,526.66 2,667.23LOFFLER COMPANIES IT G & A EQUIPMENT MTCE SERVICE 2,667.23 35,836.50LOGISIT G & A COMPUTER SERVICES 35,836.50 75.00-LUBRICATION TECHNOLOGIES INC GENERAL FUND BALANCE SHEET INVENTORY 360.00BLDG/GROUNDS OPS & MAINT CLEANING/WASTE REMOVAL SERVICE 285.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 19 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 19Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 125.00MACGREGOR-HANNAH, MAREN INSTRUCTIONAL SKATING LESSONS TRAINING 125.00 645.99MACQUEEN EQUIP CO GENERAL FUND BALANCE SHEET INVENTORY 645.99 1,750.00MACTAFRANCHISE ADMINISTRATION SEMINARS/CONFERENCES/PRESENTAT 1,750.00 260.00MANAGED SERVICES INC WATER UTILITY G&A BUILDING MTCE SERVICE 260.00 19,490.62MANSFIELD OIL COMPANY GENERAL FUND BALANCE SHEET INVENTORY 19,490.62 150.00MAPMOINSPECTIONS G & A SUBSCRIPTIONS/MEMBERSHIPS 150.00 455,621.44MCCROSSAN INC, C S STREET CAPITAL PROJ BAL SHEET RETAINED PERCENTAGE 572,058.00CONSTRUCTION MATERIAL OTHER CONTRACTUAL SERVICES 1,027,679.44 225.00MCMONIGAL ARCHITECTS LLC MOVE-UP PROGRAM OTHER CONTRACTUAL SERVICES 225.00 45.00MCPAPOLICE G & A SUBSCRIPTIONS/MEMBERSHIPS 45.00 203.37MECKLE, JODIE HUMAN RESOURCES MEETING EXPENSE 203.37 56.25MENARDSROUTINE MAINTENANCE GENERAL SUPPLIES 19.78ROUTINE MAINTENANCE SMALL TOOLS 161.86WATER UTILITY G&A GENERAL SUPPLIES 138.61WESTWOOD G & A GENERAL SUPPLIES 12.99REC CENTER BUILDING GENERAL SUPPLIES 389.49 23.24MERCHANT, DAVID REFORESTATION FUND OTHER CONTRACTUAL SERVICES 23.24 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 20 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 20Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 150.00METERING & TECHNOLOGY SOLUTIONS WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 150.00 400.00METRO CHIEF FIRE OFFICERS ASSN OPERATIONS SUBSCRIPTIONS/MEMBERSHIPS 400.00 12,145.00METRO CITIES ADMINISTRATION G & A SUBSCRIPTIONS/MEMBERSHIPS 12,145.00 268.00METRO VOLLEYBALL OFFICIALS VOLLEYBALL OTHER CONTRACTUAL SERVICES 268.00 31,981.95METROPOLITAN COUNCIL INSPECTIONS G & A DUE TO OTHER GOVTS 14,850.88REILLY BUDGET CLEANING/WASTE REMOVAL SERVICE 307,654.25SEWER UTILITY BALANCE SHEET PREPAID EXPENSES 1,300.00STORM WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 355,787.08 125.00MFSCBOPERATIONSTRAINING 125.00 29,520.00MID AMERICA BUSINESS SYSTEMS TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 29,520.00 559.25MIDWEST BADGE & NOVELTY CO POLICE G & A OFFICE SUPPLIES 43.53POLICE G & A GENERAL SUPPLIES 1,485.40OPERATIONSOPERATIONAL SUPPLIES 2,088.18 462.60MINNEAPOLIS FINANCE DEPT PAWN FEES OTHER CONTRACTUAL SERVICES 462.60 139.00MINNESOTA BENEFIT ASSOC EMPLOYEE FLEXIBLE SPENDING B/S ACCRUED OTHER BENEFITS 139.00 2,535.00MINNESOTA BUREAU CRIMINAL APPREHENSION POLICE G & A TRAINING 30.00SUPPORT SERVICES TRAINING 2,565.00 25.00MINNESOTA CHAPTER IAAI OPERATIONS SUBSCRIPTIONS/MEMBERSHIPS 25.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 21 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 21Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 65.00MINNESOTA CHAPTER OF NIGP VEHICLE MAINTENANCE G&A SUBSCRIPTIONS/MEMBERSHIPS 65.00 147.66MINNESOTA CHILD SUPPORT PYT CTR EMPLOYEE FLEXIBLE SPENDING B/S WAGE GARNISHMENTS 147.66 450.00MINNESOTA DEPT HEALTH REILLY BUDGET LICENSES 450.00 1,509.21MINNESOTA DEPT TRANSPORTATION WIRING REPAIR OTHER CONTRACTUAL SERVICES 1,509.21 150.00MINNESOTA ICE ARENA MGRS ASSOC ARENA MAINTENANCE SUBSCRIPTIONS/MEMBERSHIPS 150.00 16.00MINNESOTA NCPERS LIFE INS EMPLOYEE FLEXIBLE SPENDING B/S ACCRUED OTHER BENEFITS 16.00 23.00MINNESOTA POLLUTION CONTROL AGENCY PUBLIC WORKS OPS G & A SUBSCRIPTIONS/MEMBERSHIPS 23.00SEWER UTILITY G&A LICENSES 46.00 435.00MINNESOTA STATE FIRE CHIEFS ASSOC. OPERATIONS SUBSCRIPTIONS/MEMBERSHIPS 435.00 34.30MINNESOTA WANNER COMPANY SANDING/SALTING EQUIPMENT PARTS 34.30 413.97MINTER, JEAN TREE INJECTION TREE MAINTENANCE 413.97 84.00MINUTEMAN PRESS COMM & MARKETING G & A OFFICE SUPPLIES 84.00 231.00MINVALCO INC WATER UTILITY G&A OPERATIONAL SUPPLIES 231.00 225.00MJOAPOLICE G & A TRAINING 450.00DARE PROGRAM TRAINING 675.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 22 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 22Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 22,485.35MN DNR ECO-WATER-RES WATER UTILITY G&A LICENSES 700.00REILLY BUDGET LICENSES 140.00STORM WATER UTILITY G&A LICENSES 23,325.35 816.00MN TRANSPORTATION ALLIANCE ENGINEERING G & A SUBSCRIPTIONS/MEMBERSHIPS 816.00 2,500.00MOBIUS INC HEALTH IN THE PARK INITIATIVE OTHER CONTRACTUAL SERVICES 2,500.00 50.00MPFFOPERATIONSSEMINARS/CONFERENCES/PRESENTAT 50.00 150.00MPSTMAPARK MAINTENANCE G & A SUBSCRIPTIONS/MEMBERSHIPS 150.00 1,645.00MRPAORGANIZED REC G & A SUBSCRIPTIONS/MEMBERSHIPS 150.00ORGANIZED REC G & A TRAINING 160.00PARK MAINTENANCE G & A SUBSCRIPTIONS/MEMBERSHIPS 80.00WESTWOOD G & A SUBSCRIPTIONS/MEMBERSHIPS 80.00ENTERPRISE G & A SUBSCRIPTIONS/MEMBERSHIPS 2,115.00 150.00MSCICPOLICE G & A TRAINING 150.00 249.00MULTICHANNEL NEWS FRANCHISE ADMINISTRATION SUBSCRIPTIONS/MEMBERSHIPS 249.00 689.50MVTL LABORATORIES REILLY BUDGET OTHER CONTRACTUAL SERVICES 689.50 404.18MYHRE, JOHN EMPLOYEE FLEX SPEND G&A TUITION 404.18 489.00NAFA INC VEHICLE MAINTENANCE G&A SUBSCRIPTIONS/MEMBERSHIPS 489.00 283.01NAPA (GENUINE PARTS CO)GENERAL FUND BALANCE SHEET INVENTORY City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 23 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 23Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 20.66WATER UTILITY G&A EQUIPMENT PARTS 289.00VEHICLE MAINTENANCE G&A SMALL TOOLS 182.32GENERAL REPAIR GENERAL SUPPLIES 774.99 709.00NATURAL REFLECTIONS VII LLC SSD 1 G&A OTHER CONTRACTUAL SERVICES 708.00SSD 2 G&A OTHER CONTRACTUAL SERVICES 708.00SSD 3 G&A OTHER CONTRACTUAL SERVICES 2,125.00 26.95NEP CORP GENERAL REPAIR GENERAL SUPPLIES 26.95 1,306.67NEXTEL COMMUNICATIONS CELLPHONES, IPADS, ETC.OFFICE EQUIPMENT 1,306.67 201.60NORTH AMERICAN SAFETY INC SEWER UTILITY G&A OPERATIONAL SUPPLIES 201.60 421.57NORTH CENTRAL GENERAL FUND BALANCE SHEET INVENTORY 421.57 6,187.50NORTHEAST TREE INC TREE MAINTENANCE OTHER CONTRACTUAL SERVICES 6,187.50 194.79NORTHERN SAFETY TECHNOLOGY INC GENERAL FUND BALANCE SHEET INVENTORY 194.79 96.00NORTHLAND HOME EXTERIORS INSPECTIONS G & A BUILDING 96.00 1,400.00NORTHLAND MECHANICAL CONTRACTORS INC GENERAL BUILDING MAINTENANCE OTHER CONTRACTUAL SERVICES 1,400.00 50.00NORTHSTAR CHAPTER APA HUMAN RESOURCES TRAINING 50.00 150.00NTOAERUOPERATIONAL SUPPLIES 150.00 592.12OESTREICH, MARK WESTWOOD G & A TRAINING City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 24 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 24Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 302.96WESTWOOD G & A MILEAGE-PERSONAL CAR 895.08 21.86OFFICE DEPOT ADMINISTRATION G & A OFFICE SUPPLIES 104.66ADMINISTRATION G & A GENERAL SUPPLIES 485.55ASSESSING G & A OFFICE SUPPLIES 145.23FINANCE G & A OFFICE SUPPLIES 95.43GENERAL INFORMATION OFFICE SUPPLIES 204.59POLICE G & A OFFICE SUPPLIES POLICE G & A OPERATIONAL SUPPLIES 77.77OPERATIONSOFFICE SUPPLIES 213.14INSPECTIONS G & A GENERAL SUPPLIES 292.48PUBLIC WORKS G & A GENERAL SUPPLIES 15.06PUBLIC WORKS OPS G & A GENERAL SUPPLIES 3.11HOUSING REHAB G & A OFFICE SUPPLIES 67.55WATER UTILITY G&A OFFICE SUPPLIES 112.80ORGANIZED REC G & A GENERAL SUPPLIES 71.34WESTWOOD G & A OFFICE SUPPLIES 1,910.57 63.20OLSEN CHAIN & CABLE CO INC GENERAL FUND BALANCE SHEET INVENTORY 63.20 513.46OMAHA PAPER COMPANY INC REC CENTER BUILDING GENERAL SUPPLIES 513.46 90.00ON SITE SANITATION PORTABLE TOILETS/FIELD MAINT OTHER CONTRACTUAL SERVICES 50.00OPENOTHER CONTRACTUAL SERVICES 98.00OFF-LEASH DOG PARK OTHER CONTRACTUAL SERVICES 130.00WESTWOOD G & A OTHER CONTRACTUAL SERVICES 368.00 4,000.00OSTVIG TREE INC TREE MAINTENANCE OTHER CONTRACTUAL SERVICES 4,000.00 293.58OXYGEN SERVICE COMPANY INC OPERATIONS OPERATIONAL SUPPLIES 293.58 810.00PACE ANALYTICAL SERVICES INC STREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 810.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 25 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 25Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 264.17PACHOLKE, TONY POLICE G & A TRAINING 264.17 3,000.00-PARK PRO SHOP REC CENTER BUILDING RENT REVENUE 2,756.00SKATE RENTAL PROGRAM REVENUE 1,707.00SKATE SHARPENING PROGRAM REVENUE 1,463.00 10,204.50PARSONS ELECTRIC TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 10,204.50 194.66PARTSMASTERGENERAL REPAIR GENERAL SUPPLIES 194.66 2,591.58PBBS EQUIPMENT CORP REC CENTER BUILDING EQUIPMENT MTCE SERVICE 2,591.58 1,875.00PERNSTEINER CREATIVE GROUP INC COMM & MARKETING G & A PRINTING & PUBLISHING 1,875.00 276.00PETERSON, BLAINE INSPECTIONS G & A BUILDING 276.00 14.28PETTY CASH ADMINISTRATION G & A MILEAGE-PERSONAL CAR 52.15HUMAN RESOURCES CITE 10.00HUMAN RESOURCES TRAVEL/MEETINGS 19.21HEALTH IN THE PARK INITIATIVE MEETING EXPENSE 3.22COMMUNITY OUTREACH G & A MEETING EXPENSE 38.98FINANCE G & A MILEAGE-PERSONAL CAR 11.00INSPECTIONS G & A TRAINING 12.50INSPECTIONS G & A MEETING EXPENSE 17.95PUBLIC WORKS OPS G & A GENERAL SUPPLIES 14.96HOUSING REHAB G & A MEETING EXPENSE 18.24WATER UTILITY G&A GENERAL SUPPLIES 3.22WATER UTILITY G&A OTHER CONTRACTUAL SERVICES 3.79WATER UTILITY G&A POSTAGE 6.37WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 25.22ORGANIZED REC G & A TRAINING 15.36ORGANIZED REC G & A SEMINARS/CONFERENCES/PRESENTAT 2.75ORGANIZED REC G & A MEETING EXPENSE 4.27PARK MAINTENANCE G & A GENERAL SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 26 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 26Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 12.10ENVIRONMENTAL G & A TRAINING 60.76REC CENTER BUILDING GENERAL SUPPLIES 25.66ENTERPRISE G & A GENERAL SUPPLIES 5.64CONCESSIONSGENERAL SUPPLIES 12.21CONCESSIONSCONCESSION SUPPLIES 19.00VEHICLE MAINTENANCE G&A LICENSES 408.84 10.40PETTY CASH - WWNC WESTWOOD G & A GENERAL SUPPLIES 20.58SCHOOL RELEASE PRGMS GENERAL SUPPLIES 30.98 75.00PHIMISTER, MEGHAN NEIGHBORHOOD ASSOCIATION GRANT OTHER CONTRACTUAL SERVICES 75.00 1,500.00PIERCE, JOSEPH ESCROWS PMC ESCROW 1,500.00 225.00POLICE EXECUTIVE RESEARCH FORUM POLICE G & A SUBSCRIPTIONS/MEMBERSHIPS 225.00 2,083.74POMP'S TIRE SERVICE INC GENERAL FUND BALANCE SHEET INVENTORY 2,083.74 257.28POPP.COM INC PARK MAINTENANCE G & A TELEPHONE 257.28 180.95PRECISE MRM LLC PUBLIC WORKS OPS G & A TELEPHONE 180.95WATER UTILITY G&A MACHINERY & AUTO EQUIPMENT 180.95SEWER UTILITY G&A MACHINERY & AUTO EQUIPMENT 180.95STORM WATER UTILITY G&A MACHINERY & AUTO EQUIPMENT 723.80 29.99PREMIUM WATERS INC OPERATIONS GENERAL SUPPLIES 29.99 152.00PRINTERS SERVICE INC ARENA MAINTENANCE EQUIPMENT MTCE SERVICE 152.00 394.00PROGRESSIVE BUILDING SYSTEMS LTD GENERAL BUILDING MAINTENANCE BUILDING MTCE SERVICE 394.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 27 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 27Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 165.00PROGRESSIVE CONSULTING ENGINEERS INC WATER UTILITY G&A ENGINEERING SERVICES 165.00 4,400.00PUBLIC THEATER OF MINNESOTA NEIGHBORHOOD PUBLIC ART OTHER CONTRACTUAL SERVICES 4,400.00 174.50Q3 CONTRACTING WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 174.50 87.36QUICKSILVER EXPRESS COURIER VEHICLE MAINTENANCE G&A POSTAGE 87.36 738.00QVERITY INC POLICE G & A TRAINING 738.00 2,237.24RANDY'S SANITATION INC FACILITY OPERATIONS GARBAGE/REFUSE SERVICE 1,281.26REC CENTER BUILDING GARBAGE/REFUSE SERVICE 3,518.50 5,500.75REACH FOR RESOURCES INC COMMUNITY PARTNERSHIPS OTHER CONTRACTUAL SERVICES 5,500.75 97.09REGENCY OFFICE PRODUCTS LLC POLICE G & A OFFICE SUPPLIES 57.10POLICE G & A OPERATIONAL SUPPLIES 218.56COMMUNICATIONS/GV REIMBURSEABL OPERATIONAL SUPPLIES 372.75 597.50RENNER & SONS, E H WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 597.50 1,594.40REUVERS, TERRY EMPLOYEE FLEX SPEND G&A TUITION 1,594.40 3,703.49RICOH USA INC IT G & A EQUIPMENT MTCE SERVICE 3,703.49 250.00ROACH CONSULTING, KRIS HUMAN RESOURCES ORGANIZATIONAL DEVELOPMENT 250.00 2,500.00ROBEY CONSTRUCTION ESCROWS DEMO / BROOKSIDE TRAFFIC City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 28 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 28Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 2,500.00 45.00ROGERS, CITY OF POLICE G & A TRAINING 45.00 470.90ROSA, NATE ORGANIZED REC G & A MILEAGE-PERSONAL CAR 470.90 87.50ROSE, NANCY GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 87.50 281.00ROTARY CLUB OF SLP ADMINISTRATION G & A SUBSCRIPTIONS/MEMBERSHIPS 90.00POLICE G & A SUBSCRIPTIONS/MEMBERSHIPS 170.00POLICE G & A TRAVEL/MEETINGS 541.00 3,165.62RUD, JOSEPH EMPLOYEE FLEX SPEND G&A TUITION 3,165.62 43.00RUFF, GLORIA BASKETBALL PROGRAM REVENUE 43.00 83.00SAE INTERNATIONAL VEHICLE MAINTENANCE G&A SUBSCRIPTIONS/MEMBERSHIPS 83.00 411.34SAM'S CLUB OPERATIONS GENERAL SUPPLIES 38.58OPERATIONSMEETING EXPENSE 79.40SPECIAL EVENTS GENERAL SUPPLIES 145.96WARMING HOUSES GENERAL SUPPLIES 99.98WESTWOOD G & A OFFICE SUPPLIES 375.94HALLOWEEN PARTY GENERAL SUPPLIES 1,151.20 1,650.00SAVATREETREE DISEASE PRIVATE CLEANING/WASTE REMOVAL SERVICE 1,650.00 135.40SCHAAKE COMPANY, AJ HUMAN RESOURCES RECOGNITION 135.40 500.00SCHAEFER, CAROLYN ESCROWS PMC ESCROW 500.00 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 29 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 29Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 161.28SCHERER BROS. LUMBER CO.PARK IMPROVE CAPITAL PROJECT OTHER CONTRACTUAL SERVICES 5,090.66PARK IMPROVE CAPITAL PROJECT BUILDINGS & STRUCTURES 14.99-PARK MAINTENANCE G & A GENERAL SUPPLIES 5,236.95 30.25SCHWAAB INC PUBLIC WORKS G & A GENERAL SUPPLIES 30.25 58,997.05SEHSTREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 1,826.91SEWER UTILITY G&A GENERAL PROFESSIONAL SERVICES 60,823.96 719.00SESACREC CENTER BUILDING LICENSES 719.00 100.00SHERMER CONSTRUCTION INC, AL ENGINEERING G & A PUBLIC WORKS 100.00 60.00SHERWIN WILLIAMS GENERAL REPAIR GENERAL SUPPLIES 60.00 189.95SHERWIN-WILLIAMS CO GRAFFITI CONTROL OTHER IMPROVEMENT SUPPLIES 189.95 1,264.00SHOLOM COMMUNITY ALLIANCE INSPECTIONS G & A 1&2 SINGLE FAM. RENTAL 1,264.00 11.05SHRED-IT USA MINNEAPOLIS ADMINISTRATION G & A GENERAL PROFESSIONAL SERVICES 10.00FINANCE G & A GENERAL PROFESSIONAL SERVICES 55.25POLICE G & A OTHER CONTRACTUAL SERVICES 76.30 276.00SIGN PRODUCERS INC FACILITIES MCTE G & A GENERAL SUPPLIES 11,305.00MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 11,581.00 5,250.00SIGNATURE MECHANICAL INC REC CENTER BUILDING BUILDING MTCE SERVICE 5,250.00 135.00SLOTREM, ALYSSA INSTRUCTIONAL SKATING LESSONS TRAINING City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 30 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 30Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 135.00 1,524.90SLP FF ASSOC IAFF LOCAL #993 EMPLOYEE FLEXIBLE SPENDING B/S UNION DUES 1,524.90 3,861.09SOIL OF THE SOUL BEAUTIFICATION / FLOWERS OTHER CONTRACTUAL SERVICES 3,861.09 6,275.04SOLDO CONSULTING PC HUMAN RESOURCES GENERAL PROFESSIONAL SERVICES 6,275.04 970.00SOTAPOLICE G & A TRAINING 970.00 2,246.89SPRINTIT G & A DATACOMMUNICATIONS 30.00POLICE G & A OTHER CONTRACTUAL SERVICES 2,276.89 28.06SPS COMPANIES INC FACILITIES MCTE G & A BLDG/STRUCTURE SUPPLIES 347.03WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 685.02REC CENTER BUILDING BUILDING MTCE SERVICE 1,060.11 650.00STATE OF MINNESOTA DEPT OF PUBLIC SAFETY WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 650.00 262.50STEINDEL, GREGG GREEN REMODELING PROGRAM OTHER CONTRACTUAL SERVICES 262.50 2,133.00STEPP MANUFACTURING CO INC UNINSURED LOSS G&A UNINSURED LOSS 2,133.00 2,500.00STINE, PAUL & MEGAN ESCROWS PMC ESCROW 2,500.00 250.00STONEBERG, NANCY HUMAN RESOURCES ORGANIZATIONAL DEVELOPMENT 250.00 23,358.49STONEBROOKE EQUIPMENT INC GENERAL FUND BALANCE SHEET INVENTORY 23,358.49 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 31 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 31Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 1,687.50STRATEGIC INSIGHTS CO TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 1,687.50 106.98STREICHER'S GENERAL FUND BALANCE SHEET INVENTORY 272.11POLICE G & A OPERATIONAL SUPPLIES 12,189.25ERUOPERATIONAL SUPPLIES 304.99OPERATIONSGENERAL SUPPLIES 238.00WATER UTILITY G&A EQUIPMENT PARTS 20.97GENERAL REPAIR GENERAL SUPPLIES 13,132.30 90.34STRINGER, BETSY HEALTH IN THE PARK INITIATIVE MEETING EXPENSE 90.34 60.48STROTH, NANCY ADMINISTRATION G & A MILEAGE-PERSONAL CAR 60.48 2,198.56SUBURBAN TIRE WHOLESALE GENERAL FUND BALANCE SHEET INVENTORY 2,198.56 7,810.00SUMMIT ENVIROSOLUTIONS INC STREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 33,159.72REILLY BUDGET GENERAL PROFESSIONAL SERVICES 40,969.72 19.12SUNDBERG CO, CE GENERAL BUILDING MAINTENANCE GENERAL SUPPLIES 19.12 125.00SUSAPUBLIC WORKS G & A SUBSCRIPTIONS/MEMBERSHIPS 375.00WATER UTILITY G&A SUBSCRIPTIONS/MEMBERSHIPS 500.00 973.00SWANSON & YOUNGDALE INC GENERAL BUILDING MAINTENANCE BUILDING MTCE SERVICE 973.00 2,578.35SWANSON, MITCH EMPLOYEE FLEX SPEND G&A TUITION 2,578.35 32.39TARGET BANK POLICE G & A OFFICE SUPPLIES 24.46POLICE G & A TRAINING 11.55POLICE G & A MEETING EXPENSE 12.32WESTWOOD G & A GENERAL SUPPLIES City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 32 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 32Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 80.72 12,230.00TELEVERGE INC TECHNOLOGY REPLACEMENT DATACOMMUNICATIONS 12,230.00 5,660.26TEMPLE DISPLAY LTD PARK EQUIPMENT MAINTENANCE OTHER IMPROVEMENT SUPPLIES 5,660.26 1,703.50TENNANT SALES AND SERVICE CO.GENERAL REPAIR EQUIPMENT MTCE SERVICE 1,703.50 27.56TERMINAL SUPPLY CO GENERAL REPAIR GENERAL SUPPLIES 27.56 138.92THOMSON REUTERS WEST PAYMENT CENTER POLICE G & A OTHER CONTRACTUAL SERVICES 138.92 814.79THYSSENKRUPP ELEVATOR REC CENTER BUILDING EQUIPMENT MTCE SERVICE 814.79 39.99TIERNEY BROTHERS INC TECHNOLOGY REPLACEMENT OFFICE EQUIPMENT 88,201.17MUNICIPAL BLDG IMPROVEMENTS OTHER THAN BUILDI 88,241.16 550.50TIMESAVER OFF SITE SECRETARIAL ADMINISTRATION G & A OTHER CONTRACTUAL SERVICES 550.50 38.96TOWMASTERGENERAL FUND BALANCE SHEET INVENTORY 38.96 5,595.00TOWN & COUNTRY FENCE INC PARK IMPROVE CAPITAL PROJECT IMPROVEMENTS OTHER THAN BUILDI 5,595.00 2,650.00TRAFFIC DATA INC STREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 2,650.00 143.25TRI STATE BOBCAT GENERAL FUND BALANCE SHEET INVENTORY 143.25 360.00UHL CO INC FACILITIES MCTE G & A OTHER CONTRACTUAL SERVICES 3,076.00TECHNOLOGY REPLACEMENT OFFICE FURNITURE & EQUIPMENT City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 33 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 33Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 360.00PARK BUILDING MAINTENANCE OTHER CONTRACTUAL SERVICES 3,796.00 116.50UNIFORMS UNLIMITED (PD)POLICE G & A OPERATIONAL SUPPLIES 1,907.99SUPPORT SERVICES OPERATIONAL SUPPLIES 1,138.88SUPERVISORYOPERATIONAL SUPPLIES 2,781.50PATROLOPERATIONAL SUPPLIES 5,944.87 316.00UNITED WAY OF MINNEAPOLIS AREA EMPLOYEE FLEXIBLE SPENDING B/S UNITED WAY 316.00 70.00UNIVERSITY OF MINNESOTA REGISTRAR ASSET MANAGEMENT SEMINARS/CONFERENCES/PRESENTAT 70.00 192.50UNO DOS TRES COMMUNICATIONS POLICE G & A OTHER CONTRACTUAL SERVICES 192.50 34.25UPS FREIGHT SEWER UTILITY G&A POSTAGE 34.25 9.41UPS STORE GENERAL REPAIR POSTAGE 9.41 596.59USA BLUE BOOK GENERAL FUND BALANCE SHEET INVENTORY 319.47WATER UTILITY G&A OTHER IMPROVEMENT SUPPLIES 916.06 306.80USA MOBILITY WIRELESS INC OPERATIONS TELEPHONE 306.80 449.73UXLHUMAN RESOURCES ORGANIZATIONAL DEVELOPMENT 449.73 8,430.76VALLEY-RICH CO INC WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 8,430.76 55.44VAUGHAN, JIM ENVIRONMENTAL G & A MILEAGE-PERSONAL CAR 55.44 20.00VERIFIED CREDENTIALS HUMAN RESOURCES RECRUITMENT City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 34 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 34Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 20.00 50.06VERIZON WIRELESS SEWER UTILITY G&A TELEPHONE 8,373.46CELLPHONES, IPADS, ETC.OFFICE EQUIPMENT 74.34CELLPHONES, IPADS, ETC.TELEPHONE 8,497.86 87.28VIKING ELECTRIC SUPPLY PARK BUILDING MAINTENANCE GENERAL SUPPLIES 87.28 381.50VIKING INDUSTRIAL CTR WATER UTILITY G&A GENERAL SUPPLIES 381.50 77.84VOELKER, STACY M ORGANIZED REC G & A MILEAGE-PERSONAL CAR 77.84 2,773.74WASHINGTON COUNTY COMMUNICATIONS/GV REIMBURSEABL EQUIPMENT MTCE SERVICE 2,773.74 95.00WASTE MANAGEMENT OF WI-MN ROUTINE MAINTENANCE CLEANING/WASTE REMOVAL SERVICE 95.00 2,839.30WATER CONSERVATION SERVICE INC WATER UTILITY G&A OTHER IMPROVEMENT SERVICE 2,839.30 181.44WEST, JASON ORGANIZED REC G & A MILEAGE-PERSONAL CAR 181.44 3,692.72WHEELER HARDWARE FACILITIES MCTE G & A BUILDING MTCE SERVICE 3,692.72 142.50WRAP CITY GRAPHICS REC CENTER BUILDING GENERAL SUPPLIES 142.50 2,846.00WSB ASSOC INC STREET CAPITAL PROJ G & A GENERAL PROFESSIONAL SERVICES 2,846.00 16,085.51XCEL ENERGY GENERAL BUILDING MAINTENANCE ELECTRIC SERVICE 22.44OPERATIONSEMERGENCY PREPAREDNESS 33,197.21PUBLIC WORKS OPS G & A ELECTRIC SERVICE 33,662.78WATER UTILITY G&A ELECTRIC SERVICE City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 35 1/23/2015CITY OF ST LOUIS PARK 9:20:02R55CKS2 LOGIS400 35Page -Council Check Summary - 1/23/201512/27/2014 Amount Vendor ObjectBU Description 2,211.90REILLY BUDGET ELECTRIC SERVICE 4,240.83SEWER UTILITY G&A ELECTRIC SERVICE 1,748.06STORM WATER UTILITY G&A ELECTRIC SERVICE 4,346.13PARK MAINTENANCE G & A ELECTRIC SERVICE 118.20BRICK HOUSE (1324)ELECTRIC SERVICE 75.32WW RENTAL HOUSE (1322)ELECTRIC SERVICE 495.23WESTWOOD G & A ELECTRIC SERVICE 16,178.40REC CENTER BUILDING ELECTRIC SERVICE 112,382.01 1,852.50XP SOLUTIONS ENGINEERING G & A OFFICE EQUIPMENT 1,852.50 770.59ZACKS INC PATCHING-PERMANENT SMALL TOOLS 770.59 462.00ZAIDIS, GREG INSPECTIONS G & A 1&2 SINGLE FAM. RENTAL 462.00 120.00ZIMMERMAN, JEAN PUBLIC WORKS G & A SUBSCRIPTIONS/MEMBERSHIPS 120.00 257.69ZIP PRINTING ROUTINE MAINTENANCE OFFICE SUPPLIES 237.39WATER UTILITY G&A OFFICE SUPPLIES 237.40PARK MAINTENANCE G & A OFFICE SUPPLIES 732.48 75.00ZUERCHER TECHNOLOGIES LLC POLICE G & A OPERATIONAL SUPPLIES 75.00 Report Totals 2,848,983.68 City Council Meeting of February 2, 2015 (Item No. 4e) Title: Approval of City Disbursements Page 36 Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4f FIRE CIVIL SERVICE COMMISSION MINUTES November 17, 2014 – 8:30 a.m. FIRE STATION 1 CONFERENCE ROOM 1. The meeting was called to order at 8:30 a.m. by President MacMillan. 2. In attendance were President Bill MacMillan and Commissioner David Lee. Also present were Ali Timpone, HR Coord/Staff Liaison; Steve Koering, Fire Chief; John Wolff, Deputy Chief; and Rodger Coppa and Cary Smith, Assistant Chiefs. 3. A motion was made by Commissioner Lee, seconded by President MacMillan, to approve the minutes from the June 26, 2014 meeting. Motion carried unanimously. 4. Chief Koering presented the recommended recruitment process for the position of Fire Lieutenant. The process is designed to mirror the previous processes, with the change of moving 5 points from a resume score to the oral interview score. This is consistent with the recent Fire Captain scoring process. Discussion about the requirements for the position and department philosophy on strategy for building future leaders followed. A motion was made by Commissioner Lee, seconded by President MacMillan, to approve the recruitment process as presented. Motion carried unanimously. 5. In other business, commissioners stated their eagerness to fill the vacant commissioner seat as soon as possible, and Chief Koering said Council was interviewing candidates. President MacMillan notified Chief Koering that he would be willing to serve another term as Fire Civil Service Commissioner and all present thanked him for his continued service. 6. The Commission adjourned at 9:09 a.m. Respectfully submitted, Ali Timpone City Staff Liaison to the Fire Civil Service Commission Meeting: City Council Meeting Date: February 2, 2015 Consent Agenda Item: 4g OFFICIAL MINUTES PLANNING COMMISSION ST. LOUIS PARK, MINNESOTA JANUARY 7, 2015 – 6:00 p.m. COUNCIL CHAMBERS MEMBERS PRESENT: Lynne Carper, Claudia Johnston-Madison, Robert Kramer, Lisa Peilen, Richard Person, Joe Tatalovich MEMBERS ABSENT: Carl Robertson STAFF PRESENT: Ryan Kelley, Nicole Mardell, Gary Morrison, Sean Walther, Nancy Sells 1. Call to Order – Roll Call 2. Approval of Minutes of November 19, 2014 Commissioner Person made a motion to approve the minutes. Commissioner Johnston- Madison seconded the motion, and the motion passed on a vote of 4-0-1 (Kramer abstained; Joe Tatalovich arrived at 6:05 p.m.) 3. Public Hearings A. Comprehensive Plan Amendment – Hwy. 7 & Glenhurst Location: 3907, 3915 Hwy. 7; 3031 Glenhurst Ave.; 3914, 3918 31st St. W. Applicant: Bader Development Case No.: 14-28-CP Ryan Kelley, Associate Planner, distributed a copy of SRF’s traffic study for the proposed development. He presented the staff report. He noted the request is to change the parcels from Commercial and Medium Density Residential to Mixed Use. He reviewed the development proposal which includes a mixed-use building consisting of 150 units and 10,000 sq. ft. of office space. Mr. Kelley reviewed the traffic study. He spoke about further study that needs to be done on France Ave. if the project moves forward. Chair Carper asked why the ASAP building is eligible for historic listing. Mr. Kelley responded the eligibility is due to the architect being a protégé of Frank Lloyd Wright and the architecture is representative of that period and that specific style and era. Commissioner Peilen stated that she attended the neighborhood meeting and she will support the development. She said her one concern regards the unknown resolution of what will happen on the piece of France Ave. next to the proposed development. She noted that the residents were concerned about parking on adjacent streets and didn’t want City Council Meeting of February 2, 2015 (Item No. 4g) Page 2 Title: Planning Commission Minutes of January 7, 2015 France Ave. to connect to 31st, and the unknowns related to the St. Louis Park/Minneapolis boundary. Mr. Kelley spoke about discussions which have occurred regarding a redo of County Hwy. 25, between Belt Line Blvd. and France Ave., which is another factor which could affect the development. Commissioner Johnston-Madison noted there will be a lot of planning and public process for this area and for the development. She remarked to the developer, Robb Bader, that the neighborhood is one of St. Louis Park’s oldest neighborhoods. She said she would like the developer to consider showcasing some of the history and photographs of the area in the development in some way. Robb Bader, Bader Development, introduced himself and the development team. Chair Carper opened the public hearing. As no one was present wishing to speak he closed the public hearing. Commissioner Kramer made a motion to recommend approval of the amendment to the Comprehensive Plan Land Use Map. Commissioner Johnston-Madison seconded the motion, and the motion passed on a vote of 6-0. B. Zoning Ordinance Amendments - Outside storage in IP District Applicant: James T. Smith Case No.: 14-29-ZA Gary Morrison, Assistant Zoning Administrator, presented the staff report. He stated that the applicant James T. Smith is an attorney representing Martin Bell. Mr. Bell owns property on Florida Ave. in the Industrial Park (IP) zoning district. Three amendments to the zoning ordinance are being requested. Mr. Morrison explained that the purpose of the request is to clarify the intent of the zoning ordinance and to allow Outdoor Storage as a land use permitted by Conditional Use Permit in the Industrial Park zoning district. Mr. Morrison stated that the first part of the request relates to the definition section of the zoning ordinance. The two other proposed amendments relate to the Industrial Park zoning district regulations. Mr. Morrison said the applicant proposes to delete the word “land” and replace it with “parcel” in the definition for Accessory Use or Structure. Mr. Morrison provided background on an enforcement action related to the Florida Ave. properties where Mr. Bell argued that the use of the word “land” gave him the right to conduct an accessory use on any property he owns in the City, not just the property on which the principal use is being conducted. Mr. Morrison said that the City Attorney, City Council, and the Board of Zoning Appeals (BOZA) disagreed with this interpretation. Mr. Morrison reviewed the request to add language stating that accessory uses, such as outdoor storage, are not permitted as an accessory use to the Parking Lot use. City Council Meeting of February 2, 2015 (Item No. 4g) Page 3 Title: Planning Commission Minutes of January 7, 2015 Mr. Morrison reviewed the proposed amendment to allow outdoor storage as a conditional use. Mr. Morrison presented a table contrasting permitted uses in the Industrial Park and General Industrial Districts. He spoke about the distinction between accessory use and principal use of outdoor storage in those districts. He discussed the locations of those districts in the city. Mr. Morrison spoke about zoning studies conducted in 1989 and 1991 which focused on the Edgewood/Florida Ave. industrial area. The result of the studies was to rezone the Edgewood/Florida Ave. industrial area from IG to Industrial Park because the negative impacts of uses permitted in the General Industrial Park are too great for adjacent residential areas. Mr. Morrison stated that staff recommends denial of the proposed amendments. Commissioner Peilen asked why the request was being made since the applicant had already been through the BOZA and City Council process. Mr. Morrison responded that the proposed amendments are a different approach by the applicant. The matter which went to BOZA and City Council was an appeal of staff’s determination/interpretation of the City code. BOZA and the City Council upheld the staff determination and staff initiated a code compliance action on the property again. He added that one way to come into compliance is to change the code, which the applicant is pursuing in this application. Commissioner Kramer asked about uses in the area, including storage use of the bus company. Mr. Morrison discussed principal use and accessory use in the Industrial Park district. He noted that there isn’t a principal land use on Mr. Bell’s property being used by Tim’s Tree Service; it is only being used for outdoor storage. Commissioner Johnston-Madison said she isn’t comfortable making a city-wide change at this time. She said she needs a lot more information before she would be ready to make a recommendation. She added that staff, BOZA and City Council have already weighed in on the use. Commissioner Peilen said she agreed with Commissioner Johnston-Madison about needing much more information to make a city-wide recommendation. James Smith, applicant, representing Martin Bell, said he watched the video of the City Council discussion regarding Mr. Bell’s appeal. Mr. Smith said the Council vote upheld BOZA’s decision. He said numerous Council members expressed their frustration with the situation and wanted to know how it could be fixed. Mr. Smith said he felt the Council encouraged what he and Mr. Bell are proposing. He said the first two amendments are short-term fixes that clarify the code to erase some of the murkiness that created the unique circumstances. Mr. Smith said the third option acknowledges that City Council Meeting of February 2, 2015 (Item No. 4g) Page 4 Title: Planning Commission Minutes of January 7, 2015 there are business reasons for a use that occurs. It can be supported from a city perspective with conditions. Mr. Smith said shortly after the Council meeting he met with staff members. He had hoped to be able to work together on a text amendment. Mr. Morrison responded to Commissioner Johnston-Madison’s question about office space and accessory use in this case. He said that accessory use has to be on the same property as the principal use. He added that the only accessory use city code allows to be conducted on a different parcel is customer and employee parking. Martin Bell, applicant, 2240 Florida Ave. S., spoke about access to the property. He spoke about building an office addition when he purchased the property. Property across the street was laid out as parking. The business outgrew the property and the warehouse in the back is still used as storage. The front offices have been vacant. Tim’s Tree Service rented offices there and rented part of the lot across the street. Chair Carper opened the public hearing. As no one was present wishing to speak he closed the public hearing. Commissioner Peilen suggested a study session for further study and discussion. Commissioner Kramer said he would like to either table the item for further discussion or make a recommendation and move the discussion forward to the City Council. Commissioner Tatalovich said he agreed with tabling the item, with the Commission making it clear to staff what information it needs, including how the amendment language would affect other districts throughout the city. Chair Carper said it was important for staff to continue working with the applicant to see what can be done without making massive, unintended changes throughout the city. Commissioner Kramer said he would like to see an open discussion between the applicant and staff about all options available. Commissioner Johnston-Madison made a motion to table the request to January 21, 2015. Commissioner Peilen seconded the motion, and the motion passed on a vote of 5-1 (Person opposed). C. Major amendment to Planned Unit Development for Setback Location: 5305 Wayzata Boulevard Applicant: TPI Hospitality Case No.: 14-27-PUD Nicole Mardell, Community Development Intern, presented the staff report. The applicant is requesting a major amendment to a Planned Unit Development (PUD) to allow a side setback of 18 feet for an existing trash room instead of the previously approved 25 feet for the existing Hilton Homewood Suites Hotel. Ms. Mardell explained City Council Meeting of February 2, 2015 (Item No. 4g) Page 5 Title: Planning Commission Minutes of January 7, 2015 that the noncompliant setback was discovered when the owner began a refinancing process. Ms. Mardell stated that the height of the trash enclosure portion of the building is only 12 feet. At 12 feet tall, the Office district standards would only require a 15-foot setback on one side of the building and a 6-foot setback on the other. She stated that staff finds the proposed 18 foot setback is consistent with the intent of the Office standards and does not negatively impact the site plan. Chair Carper asked if the 25 foot side setback was required by the City. Sean Walther, Senior Planner, said the sideyard setback is a dynamic setback depending on the height of the building. He said the height for the hotel ranges between 6-7 stories. That building height needed a modification from the Office standards. He said the trash room is a much smaller element of the building. The PUD approved for the site showed a setback of 25 feet. Chair Carper opened the public hearing. As no one was present wishing to speak he closed the public hearing. Commissioner Person made a motion recommending approval of the Major Amendment to the Homewood Suites Final PUD to allow an 18 foot side setback for an existing trash room. Commissioner Johnston-Madison seconded the motion, and the motion passed on a vote of 6-0. D. Zoning Ordinance Amendments – Planned Unit Development Ordinance Applicant: City of St. Louis Park Case No.: 14-25-ZA Ryan Kelley, Associate Planner, presented the staff report. He provided background on the proposed revisions. The proposed change would require each Planned Unit Development (PUD) to be approved as a distinct zoning ordinance, and a PUD designation would be placed on the zoning map. Several sections of the PUD ordinance would be reorganized and clarified. Procedural changes and policy changes are also proposed, including allowing greater flexibility on modifications to performance standards; reorganizing amendments into only administrative and major amendments and redefining what constitutes each; and requiring compliance with the City’s Green Building Policy. Commissioner Person asked how the Green Building Policy was developed. Sean Walther, Senior Planner, responded that the policy was adopted by resolution by the City Council. He summarized the policy. Chair Carper opened the public hearing. As no one was present wishing to speak he closed the public hearing. City Council Meeting of February 2, 2015 (Item No. 4g) Page 6 Title: Planning Commission Minutes of January 7, 2015 Commissioner Kramer made a motion recommending approval of the Zoning Ordinance Amendments pertaining to Planned Unit Developments. Commissioner Johnston- Madison seconded the motion, and the motion passed on a vote of 6-0. 4. Other Business A. Election of Chair and Vice-Chair Commissioner Johnston-Madison nominated Richard Person for Chair. Commissioner Kramer seconded the motion, and the motion passed on a vote of 6-0. Commissioner Person nominated Claudia Johnston-Madison for Vice-Chair. Commissioner Peilen seconded the motion, and the motion passed on a vote of 6-0. 5. Communications 6. Adjournment The meeting was adjourned at 8:10 p.m. Submitted by, Nancy Sells Meeting: City Council Meeting Date: February 2, 2015 Action Agenda Item: 8a EXECUTIVE SUMMARY TITLE: Facility for Outdoor Refrigerated Ice and Other Uses RECOMMENDED ACTION: Motion to authorize staff to enter into the design development phase with RSP Architects for the construction of an outdoor refrigerated ice facility and negotiate a final agreement with the St. Louis Park Hockey Association relating to their financial contribution and use of the facility. POLICY CONSIDERATION: Is Council supportive of staff continuing to move forward with this project? SUMMARY: At the Study Session held on January 26, 2015, Council was presented with answers to the questions they posed to staff following the presentation of the schematic design results for the project at the October 27, 2014 Study Session. Council directed staff to bring this item to a Council meeting for approval to move ahead with design development. The intent is to build a facility that is a community amenity used by many different types of activities. The construction will include the purchase of turf so the facility can be used by soccer, lacrosse, baseball, football and others during the months when natural grass is unusable. There would also be times for residents to skate outdoors. In addition, staff would program other dry-floor activities such as car shows, pet expos, farmers markets, etc. This facility would be built and utilized for more than just hockey. The design development phase will provide the following list of deliverables for the project: • Drawing sheets from schematic design, which incorporates the latest revisions. • Building detailing sheets showing stair and rail design, door/window systems and preliminary glass selections, interior finish material (not colors), preliminary mechanical unit sizing, light fixture layouts, etc. • Articulation of the roof membrane and structural beams will be refined. Expressed structural connections will be identified. • A preliminary exterior material palette will be presented. • Preliminary energy calculations will be completed in order to size mechanical equipment and electrical service. • Refined cost estimates will be provided to substantiate the budget. FINANCIAL OR BUDGET CONSIDERATION: The cost estimate for design development is $41,619. This would be paid from the park improvement fund (from the donation made by the St. Louis Park Hockey Association). VISION CONSIDERATION: St. Louis Park is committed to being a connected and engaged community. SUPPORTING DOCUMENTS: Study Session Report from January 26, 2015 Prepared by: Jason Eisold, Rec Center Manager Reviewed by: Cindy S. Walsh, Director of Operations and Recreation Approved by: Tom Harmening, City Manager Meeting: Study Session Meeting Date: January 26, 2015 Discussion Item: 2 EXECUTIVE SUMMARY TITLE: Outdoor Refrigerated Ice Update RECOMMENDED ACTION: Staff desires direction on the policy question below. POLICY CONSIDERATION: Is Council supportive of authorizing staff to begin the next phase of the design process, which is design development, and negotiate a specific written agreement with the Hockey Association for the Councils consideration? SUMMARY: At the Study Session held on October 27, 2014, Council was presented with the results of the schematic design for an outdoor refrigerated ice rink at The Rec Center. The site is in the northwest corner of The Rec Center campus. The Hockey Association has discussed their desire for outdoor refrigerated ice for several years. While the Association has discussed a number of sites, their preference is adjacent to The Rec Center. Staff and the Hockey Association believe there are many synergies’ created by having this facility near The Rec Center. The idea is to create a year-round community resource and gathering place. Staff has worked with RSP Architects and members of the St. Louis Park Hockey Association to prepare a schematic design for an outdoor refrigerated rink at the Rec Center. The scope of this project is a covered 200’ by 85’ refrigerated outdoor ice rink with related support spaces (resurfacer storage garage, parking) and additional future site improvements/amenities. FINANCIAL OR BUDGET CONSIDERATION: The cost estimate for the next phase - design development - is $41,619. The total estimated cost of the entire project is $5,635,833. This project is being proposed in one phase, per Councils direction from the October 27, 2014 Council Study Session. It includes the complete construction of the outdoor refrigerated rink, a fabric roof, ice resurfacer (Zamboni), garage for the resurfacer, parking, locker room space, viewing plaza, storage and the potential for other site improvements At this time the Hockey Association is willing to commit a total of $1.55 million to the capital cost of the project. Thus far the Hockey Association has deposited $300,000 with the City and proposes to repay the remaining$1.25 million over time with a minimum payment of $100,000/yr. Attached is a letter of intent outlining their contribution to the project. VISION CONSIDERATION: St. Louis Park is committed to being a connected and engaged community. SUPPORTING DOCUMENTS: Discussion Schematic Design from RSP Architects Cost Estimates from RJM SLP HA Letter of Intent Draft Operating Pro Forma Hockey Association Financial Review from Ehlers, Inc. Prepared by: Jason Eisold, Rec Center Manager Reviewed by: Cindy S. Walsh, Director of Operations and Recreation Approved by: Tom Harmening, City Manager City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 2 DISCUSSION BACKGROUND: The Hockey Association and the City of St. Louis Park have a long history of partnerships. They have participated financially in the east rink addition, the skate shop renovation, and the public address system in the arena. The intent for this proposed facility is to be a year-round community asset. Although it will be primarily a skating rink, the idea is to use this facility during the spring, summer and fall for other activities and events. Staff has met with the soccer, lacrosse, baseball, and track youth associations and all have expressed interest in using the facility for practice when spring weather does not allow outdoor fields to be used. The cost of turf is included in this estimate. This space can also be used for other activities such as craft fairs, pet expos, dog training, concerts, farmers markets, and garage sales. SCHEMATIC DESIGN RESULTS: The Feasibility Study recommended locating the new outdoor refrigerated ice rink and related facilities adjacent to the existing Rec Center building in order to utilize the existing infrastructure and facilitate management of the rink. The current design includes: • Refrigerated rink with adequate slab beyond dasher boards and a Tensile (fabric) roof • Ice resurfacer (Zamboni) garage • Parking to accommodate 38 stalls • Artificial turf (to be used seasonally when the ice comes out) • Locker rooms • Storage • Viewing plaza • Potential for other site improvements as bid alternates (outdoor fire place, expanded pool deck space, storage) OCTOBER 24th QUESTIONS: At the October 24th study session, council requested additional information from staff on the questions listed below; supporting information is provided. • Samples of roof material (to be shared at study session). • Operating Pro Forma (see attached). • Current building code/ordinance on use of tensile (fabric) roof material: currently there is not an ordinance/code restricting the use of tensile (fabric) as a roof material. Community Development staff will be in attendance at the study session should questions come up. • Why tensile (fabric) roof vs. steel? A tensile roof allows the roof to undulate more. This allows the roof to be installed lower to the ground to help shield the facility (South from winter sun; West from wind; North to follow the grade and not be so monumental). Translucence will afford some "free" lighting. Aesthetics - Lighter structure reduces visual weight and mass of the roof. Steel joists would require a soffit to protect from bird nesting. RSP will be in attendance to address any questions. • Detailed payment breakdown of Hockey Association contribution and funding source for City portion: see attached letter of intent from the Hockey Association. Thus far the Hockey Association has deposited $300,000 with the City and proposes to repay the remaining$1.25 million over time with a minimum payment of $100,000/yr. Project financing would come from the sale of GO Bonds. Staff will also be pursuing grants for the project. City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 3 FINANCIAL OR BUDGET CONSIDERATION: The cost estimate of the next phase, design development is $41,619. The total estimated cost of the entire project is $5,635,833. This project is being proposed in one phase, per Council direction from the October 27, 2014 Council study session. It includes the complete construction of the outdoor refrigerated rink, a fabric roof, ice resurfacer (Zamboni), garage for the resurfacer, parking, locker room space, viewing plaza, storage and the potential for other site improvements At this time the Hockey Association is willing to commit a total of $1.55 million to the capital cost of the project, attached is an intent letter outlining their contribution to the project. Staff asked Mark Ruff, Senior Financial Advisor/Director of Ehlers, Inc., to review the financial status of the St. Louis Park Hockey Association and to identify any concerns regarding the ability of the Association to continue to make annual capital contributions that they have pledged. While there are always risks involved with undertaking this type of project with a youth association, he believes that they are more stable and better governed than most youth associations. Mark’s comments are attached to this report. Operating Pro Forma: Staff has drafted an operating pro forma based on other outdoor arenas and number of hours we hope to see ice/turf/dry floor activities. At this point in time, our hope is to break even. The first year of operation will definitely be a year of learning for us. We are proposing to sell outdoor ice at $90 and $100 per hour. Our hourly turf rate is $25 per hour. The pro forma is attached. SKATE PARK RELOCATION: There is $85,000 in the 2015 CIP budget to purchase new skate park equipment. Regardless of whether the skate park changes locations, the equipment is in need of replacement. Staff has some ideas of adding amenities like a “pump track” to be used by bicycles and skate boarders. At this time, staff is recommending that the skate park move to EDA owned property on the corner of Beltline and 36th Street. This keeps the skate park in the same vicinity of The Rec Center that it is now. If at some point in the future the EDA has a development proposal for this site, the skate park could be relocated. NEED FOR OUTDOOR REFRIGERATED ICE: The Hockey Association has approximately 500 families involved in their program. They currently use ice at The Rec Center’s two existing rinks and have a need for more hours than they are able to acquire at The Rec Center. They purchase additional ice from a private company and from neighboring arenas. Building an outdoor refrigerated rink would provide more hours of available ice for practices and games to be played in the city. NEXT STEPS: If there is an interest in continuing the design process, it is recommended that staff move forward to design development. In addition, it is further recommended that staff begin to negotiate a final agreement with the Hockey Association and begin plans to relocate the skate park, possibly this summer. Staff is asking for a decision on moving forward, as well as approval to move forward on the entire project, by April 15th. This timeline will allow staff to design the necessary specs starting in May for the refrigeration system replacement. The refrigeration system replacement of the current Rec Center systems is scheduled for installation in the spring of 2016. City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 4 If Council decides not to go ahead with the project now and does add it at a later date, the increased cost in refrigeration would be $300,000 to build a stand along system. In addition, there would need to be a building to house the outdoor refrigerated rink equipment at an approximate cost of $100,000. The total additional cost would be $400,000 if a decision is made to add the outdoor rink/refrigeration system at a later date. City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 5 City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 6 RESURFACER218.4COACH'SOFFICEEXISTHS SLPGIRLSEXISTLOCKERROOM HEXISTMECHANICALEXISTHS BSMGIRLSEXISTHS SLPBOYSEXISTEXISTING RAMPICE PIT WITHFLOOR DRAINT.O. SLABEL. = 173' - 2"T.O. SLABEL. = 179' - 8"RELOCATED FENCECENTERED ON COLUMNSRELOCATED FENCE,SEE SITE PLANOFFICIALSEXISTPOOLMECHEXISTLOCKERROOM EEXISTLOCKERROOM FEXISTLOCKERROOM GEXISTEXISTING FLOORDRAINT.O. CONCRETEEL. = 179' - 0"T.O. CONCRETEEL. = 179' - 0"SLAB EXTENSION FORWARMING TRAILEREXISTING COOLINGTOWER STRUCTURETO REMAINRETAINING WALL5' - 2"200' - 0"6' - 0"15' - 0"10' - 11"85' - 0"8' - 1"NEW SIDEWALKEXISTING FENCENEW FENCE LOCATIONPARKING LIGHTPARKING LIGHTR S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014RINK LEVEL - PHASE 1City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 7 RESURFACER218.4COACH'SOFFICEEXISTHS SLPGIRLSEXISTLOCKERROOM HEXISTMECHANICALEXISTHS BSMGIRLSEXISTHS SLPBOYSEXISTLOCKERROOM I218.13EXISTING RAMPCITYMECHANICAL218.14UNASSIGNEDSTORAGE218.15ICE PIT WITHFLOOR DRAINT.O. SLABEL. = 177' - 0"RELOCATED STAIRNEW 3'-4" x 8'-2"OPENINGT.O. SLABEL. = 175' - 6"NEW DOOR AND STAIRT.O. SLABEL. = 173' - 2"T.O. SLABEL. = 175' - 6"EL - 184' - 3" (VERIFY)T.O. GRADEEL - 175' - 4" (VERIFY)T.O. POOL DECKKEYSTONE WALLT.O. WALLEL. = 182' - 6"T.O. SLABEL. = 179' - 8"RELOCATED FENCE,SEE SITE PLANOFFICIALSEXISTSCOREBOARDPOOLMECHEXISTDASHER BOARDSTORAGE STACKED 2HIGH ON SHELVESGLASS STORAGELOCKERROOM EEXISTLOCKERROOM FEXISTLOCKERROOM GEXISTEXISTING FLOORDRAINPERVIOUS PAVERS W/GRASS. GRASS PAVEOR EQUALRAMPGAS FIRE PIT INRAISED BENCHSPORT FLOOR IN LOCKER ROOMS, HALL,AND WAITING. EXTEND TO RINK DOOR@ EXTERIORNEW ULTILITYLOCATIONS IF REQ'D.EL = 179' - 2 1/2"EXISTINGLOCKERROOM L218.5LOCKERROOM M218.6WAITING218.12SLABSTORAGE218.7STORAGE218.10STORAGE218.9T.O. SLABEL. = 181' - 0"T.O. SLABEL. = 179' - 0"R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014RINK LEVEL - PHASE 2City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 8 R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014 1" = 20'-0"NORTH ELEVATION - PHASE 11 1" = 20'-0"NORTH ELEVATION - PHASE 22City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 9 R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014VIEW FROM 36THCity Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 10 R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014VIEW FROM POOL DECKCity Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 11 R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014ENTRY PLAZA - PHASE 1City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 12 R S P A R C H I T E C T SSt. Louis Park, Minnesota October 8, 2014ENTRY PLAZA - PHASE 2City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 13 BUDGET SUMMARY ESTIMATE DATE: PROJECT: ARCHITECT: DRAWING DATE: Base DESCRIPTION Notes Estimate Construction Costs Building Expansion $1,121,929 Roof Structure - Rink $1,841,840 Ice Rink $549,945 Dasher Boards $178,500 Zamboni Room $59,604 Zamboni Used machine $60,000 Earthwork $159,798 Asphalt $35,658 Site Concrete $48,800 Retaining Walls $28,700 Site Utilities Allowance $50,000 Landscaping Allowance $15,000 Survey $3,500 General Conditions $120,000 Temp Fencing $5,768 General Liability Insurance $28,414 Builders Risk Insurance $7,893 Building Permit $57,135 Bond $39,450 Subtotal Construction Costs $4,411,934 Escalation 3%$132,358 Contingency 7%$318,100 Contractor's Fee 2.95%$143,441 A&E Design Fees $205,000 Additional Capacity to Refrigeration $250,000 Turf $175,000 SAC/WAC Fees Allowance $15,000 Construction Estimate Total $5,635,833 ALTERNATES: No. 1:Add $78,632 No. 2:Add $272,708 No. 3:Add $142,773 No. 4:Add $16,445 No. 5:Add $114,638 Sub-Total:$625,197 6,000SF (team rooms, storage and ext. improvements) Expand Zamboni structure to create Nest viewing area. Single level storage area. Add a second level to storage area. Fire pit and structure. Pool terrace extended slab. Concrete slab-on-grade with ramp St. Louis Park Ice Sheet RSP Architects September 29, 2014 January 19, 2015 City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 14 City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 15 City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 16 OUTDOOR ARENA Income Statement Pro Forma 1/13/2015 Assume $5 increase in ice costs every 2 years Revenue Year 1 Ice Rental Revenues 38,500$ 150 hours per year @ $90/hr; 250 @ $100/hour Turf Rentals 1,000$ 5 hours per week for 8 weeks @ $25/hour Open Skate/Hockey 2,500$ Dry Floor Rentals 2,000$ $500/month for 4 months; June-Sept Operating Income/Net Sales 44,000$ Assume 3% Increase Year-Over-Year Expenses Year 1 Utilities (electric, water/sewer)*29,750 *Based off of Edina's pro forma Operational Supplies 4,000 Rink paint, zamboni fuel, misc. supplies Staffing 6,000 400 hours @ $15/hour Capital Replacement/Unforeseen Expenses 5,000 Total Operating Expenses 44,750$ Operating Income (Loss)(750) Estimated Cost Recovery Operating Expenses 98% Year 1 Fund Balance as of Beg of Year -$ Fund Balance as of End of Year (750)$ City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 17 City Council Meeting of February 2, 2015 (Item No. 8a) Title: Facility for Outdoor Refrigerated Ice and Other Uses Page 18 Meeting: City Council Meeting Date: February 2, 2015 Action Agenda Item: 8b EXECUTIVE SUMMARY TITLE: SWLRT Master and Subordinate Funding Agreements RECOMMENDED ACTION: • Motion to Approve a Master Funding Agreement between the City and Metropolitan Council to provide for the transfer of funds between the agencies. • Motion to Approve Subordinate Funding Agreements between the City and Metropolitan Council for each of the following Locally Requested Capital Investments (LRCIs). Staff recommends that each of the projects noted below and the related Subordinate Funding Agreement be acted on separately by the Council: Xenwood Avenue Underpass $382,607 Beltline Boulevard Underpass $1,192,792 Lynn Avenue Extension $72,230 Beltline Blvd/CSAH 25 Intersection Improvements $126,943 Louisiana Station Trail $68,617 POLICY CONSIDERATION: Does the City Council wish to fund the design and environmental costs for the five identified LRCIs in St. Louis Park? SUMMARY: A “Master Funding Agreement” (MFA) that provides for the transfer of funds between the City and the Metropolitan Council is attached for Council consideration. The agreement has been reviewed by the City Attorney. Five Locally Requested Capital Investments (LRCIs) have been proposed for St. Louis Park as noted above. The “Subordinate Funding Agreements” (SFAs) are individual agreements for each LRCI. These agreements specify the maximum amount the City would pay the Met Council for the design and environmental review of each improvement. This design and environmental work will be completed by the Southwest Project Office (SPO) and its consultants in 2015. Additional design will need to be undertaken by the city, particularly for the Xenwood underpass; staff has estimated those additional 2015 costs as well as shown in the attached table. Based on very recent communication from the SPO, once committed the City would to need to see a LRCI through the design and environmental process and not be able to terminate the work on the LRCI as previously indicated by SPO. FINANCIAL OR BUDGET CONSIDERATION: Approving all of the Subordinate Funding Agreements would commit the City to $1.843 million maximum to be paid to Met Council. VISION CONSIDERATION: St. Louis Park is committed to being a connected and engaged community. SUPPORTING DOCUMENTS: Discussion Master Funding Agreement Five (5) Subordinate Funding Agreements Prepared by: Meg McMonigal, Planning and Zoning Supervisor Reviewed by: Michele Schnitker, Interim Community Development Director Approved by: Tom Harmening, City Manager City Council Meeting of February 2, 2015 (Item No. 8b) Page 2 Title: SWLRT Master and Subordinate Funding Agreements DISCUSSION The following improvements have been identified over the past several months to be included in the SWLRT project, and are known as “Locally Requested Capital Improvements (LRCIs). The Southwest Project Office (SPO) would design and conduct the necessary environmental review for these items in 2015. LRCI Costs for Engineering Design and Environmental Documentation – 2015 $ to SPO Est. $ by City Total City ‘15 1 Xenwood underpass $382,607 $300,000 $682,607 2 Beltline underpass $1,192,792 $1,192,792 3 Lynn extension $72,230 $72,230 4 CSAH 25/BL intersection $126,943 $126,943 5 Trail Oxford to WD $68,617 $68,617 Total in 2015 $1,843,189 $300,000 $2,143,189 In 2016, the City can consider whether or not to move forward with the construction of each of these LRCIs. A new Subordinate Funding Agreement (SFA) would be needed to move forward with construction. LRCI Funding Funding for SWLRT is a combination of: FTA 50% Counties Transit Improvement Board (CTIB) 30% Hennepin County Regional Rail Authority (HCRRA) 10% State of Minnesota 10% For use of any contingency funds for the LRCIs, a new process has been set out for review by the Executive Change Control Board (ECCB), of which Council Member Mavity is a non-voting city representative. The ECCB process is set out to: • Approve change orders, project requirements, contracts and contract cost increases greater than $250,000; • Approve scope deferrals and LRCIs greater than $75,000; and • Review at regular intervals all change orders less than $250,000. LRCIs must meet the one of the following criteria to be eligible for contingency funding: • Improve benefits to the regional system; • Improve connectivity to the community by increasing ridership; • Increase safety and security for patrons; • Reduce operating costs. City Council Meeting of February 2, 2015 (Item No. 8b) Page 3 Title: SWLRT Master and Subordinate Funding Agreements The ECCB met Monday, January 26th to determine the “eligibility” of Locally Requested Capital Investments (LRCIs) for funding with contingency dollars, should any be available in the future. For St. Louis Park, all of the LRCIs, except for the intersection improvements at CSAH 25 and Beltline, were deemed eligible. For the intersection, it was argued that the improvements needed as a result of LRT are proposed in the base project, and that other improvements to the intersection may be necessary without the LRT and should be the local jurisdictions’ responsibility. Suspending the Subordinate Funding Agreements The SPO has changed its stance on whether or not the City could suspend the design and environmental work part way through it, and has indicated that the City will be responsible for the entire design and environmental review. Even in the event the City chooses to not further pursue the LRCI at any time during this phase, the SPO would have to continue the work and the City would be responsible for the costs. Previously it was stated that the City would be able to terminate the design process at any point, and need to only cover the costs incurred to date. Next Steps Once the contracts are approved, SPO will begin work on the LRCIs. The City will be billed on a monthly basis, for the actual hours spent. Reference Numbers: SWLRT Project: 61001 Metropolitan Council: 14I061 City of St. Louis Park: City of St. Louis Park MFA: rev02 02_20150126 Page 1 of 19 PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT AGREEMENT NAME: Master Funding Agreement – City of St. Louis Park PARTIES: • Metropolitan Council • City of St. Louis Park, Minnesota This Master Funding Agreement (“Agreement”) is entered into by and between the Metropolitan Council (“Council”), a public corporation and political subdivision of the State of Minnesota, and the City of St. Louis Park (“City”), a Minnesota municipal corporation, herein collectively referred to as the “Parties” and individually as a “Party”. This Agreement pertains to the Council’s proposed Southwest Light Rail Transit (“SWLRT”) Project, referred to hereafter as the “Project”. WHEREAS: 1. The Council, metropolitan area cities, public agencies, and transit funders are engaged in activities to develop the Project, an approximately 16 mile proposed extension of the METRO Green Line which will operate from downtown Minneapolis through the cities of St. Louis Park, Hopkins, Minnetonka, and Eden Prairie. 2. The Council has received appropriations from the State of Minnesota for the purpose of conducting environmental studies, completing project development, and designing the Project. The Council also expects to receive future appropriations from the State of Minnesota for engineering and construction of the Project. 3. The Council anticipates receiving grants from the Federal Transit Administration (“FTA”) for engineering and construction of the Project under a Full Funding Grant Agreement (“FFGA”) with the FTA. 4. The Council has received a grant from the Counties Transit Improvement Board (“CTIB”) for project development for the Project. The Council also expects to receive future grants from the CTIB for engineering and construction of the Project. 5. The Council is a party to a Cooperative Funding Agreement for project development with the Hennepin County Regional Railroad Authority (“HCRRA”) for the Project. The Council expects to enter into future Cooperative Funding Agreement(s) with HCRRA for engineering and construction of the Project. 6. The City may be involved in certain activities or possibly provide materials in connection with and in support of the Project, and the Council may desire to pass through federal, state, CTIB or other local funds to the City for costs associated with such Project activities and/or materials. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 4 City of St. Louis Park MFA: rev02 02_20150126 Page 2 of 19 7. The City may provide funding for certain non-FFGA components, including Locally Requested Capital Investments, through the transfer of City funds to the Council. 8. This Agreement is entered into between the Parties to provide a mechanism for the transfer of Project funds from the Council to the City for activities undertaken by the City for the Project (Part One), and for the transfer of City funds to the Council for components related to, but not currently part of, the Project (Part Two). In addition, this Agreement establishes general provisions applicable to transfers from either Party to the other (Part Three). NOW, THEREFORE, the Parties hereby agree as follows: PART ONE ARTICLE 1. PURPOSE The purpose of Part One of this Agreement is to provide: a. A method for the transfer of funds from the Council to the City for activities performed or materials supplied by the City in connection with and in support of the Project; and b. Contractual provisions that address compliance with federal and state laws and regulations as well as Council procedures including, without limitation, federal requirements for the monitoring of the City's Project activities using federal grant funds. ARTICLE 2. SUBORDINATE FUNDING AGREEMENTS TRANSFERRING FUNDS FROM COUNCIL TO CITY 2.01 Transfer of Funds from Council to City. The Council will transfer Project funds to the City for the Project activities performed by the City. The transfer of funds from the Council to the City shall be in accordance with Subordinate Funding Agreements executed pursuant to this Article 2, each of which shall state the specific purpose for the funds, state the City’s responsibility with respect to those funds, and establish who will own any assets constructed or remaining upon completion of the work. Each such Subordinate Funding Agreement, in conjunction with this Agreement, shall be determined by the Council to constitute a subrecipient or vendor agreement with the Council for the purposes of any federal grant funds transferred to the City. The Council shall bear no responsibility for any costs incurred by the City for the Project that exceeds the amounts committed by Subordinate Funding Agreements as such agreements may from time to time be amended. 2.02 Subordinate Funding Agreements. In accordance with Section 2.01, the Parties shall enter into Subordinate Funding Agreements in order to facilitate the funding by the Council of Project activities to be performed by the City. The Parties anticipate there may be multiple such Subordinate Funding Agreements between them in connection with the Project. Each Subordinate Funding Agreement shall be in a form substantially similar to that attached as Exhibit A and shall follow and be subject to the terms of Part One and Part Three of this Agreement, unless expressly agreed to in writing otherwise. Notwithstanding any other provisions of this Agreement, this Agreement itself is not intended to create a specific financial City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 5 City of St. Louis Park MFA: rev02 02_20150126 Page 3 of 19 obligation for either Party or to require either Party to enter into any specific Subordinate Funding Agreements, and no liability shall attach to either Party under this Agreement for refusing to enter into one or more subsequent Subordinate Funding Agreements. 2.03 Implementation of Subordinate Funding Agreements. The Council will only reimburse the City for Project activities that are the subject of a Subordinate Funding Agreement. Prior to entering into a contract with any third party (including for the acquisition of property rights) to accomplish the City’s reimbursable activities, or prior to authorizing any City employees to proceed with any reimbursable activities, the City shall present a work scope (including a work schedule), staffing plan, and detailed budget for such services or expenditures to the Council for review and approval. 2.04 Council Determination of Vendor or Subrecipient Relationship. The Council shall determine whether each Subordinate Funding Agreement is a subrecipient or vendor agreement. The Council shall state its determination in the Subordinate Funding Agreement. For subrecipient agreements, the City will be responsible to FTA for compliance with applicable federal laws, regulations, and deliverables. For vendor agreements, the Council will be responsible for compliance with applicable federal laws, regulations, and deliverables. 2.05 Modifications of Subordinate Funding Agreements. The following provisions apply to modifications of any Subordinate Funding Agreement: a. Rebudgeting within an approved budget is allowable as long as the budget is within the maximum amount of authorized funding. b. Modifications in work scope, if within the approved budget, are authorized when approved in writing by the Project Directors. c. Any other modifications to a Subordinate Funding Agreement shall require a written amendment of the Subordinate Funding Agreement executed by the Parties. d. Modification requests should be sent to the Project Directors. 2.06 Transfer of Project Funds to the City Under Subordinate Funding Agreements. The Council shall pay the City under Subordinate Funding Agreements as follows: a. Unless specifically agreed to by the Parties in and for a particular Subordinate Funding Agreement, payment to the City for Project costs under each Subordinate Funding Agreement shall be on a reimbursement basis based upon the submittal of invoices evidencing the expenditure of funds by the City for the Project. b. Unless specifically agreed to otherwise by the Parties in and for a particular Subordinate Funding Agreement, the City shall submit separate monthly invoices for each outstanding Subordinate Funding Agreement to the following address: Attn: Accounts Payable Southwest LRT Project Office 6465 Wayzata Blvd, Suite 500 St. Louis Park, MN 55426 or to such other address or person as the Council may designate by notice in writing. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 6 City of St. Louis Park MFA: rev02 02_20150126 Page 4 of 19 c. Each invoice shall reference the sequential number of the Subordinate Funding Agreement under which the invoice is to be paid. d. Each invoice shall include the following if the corresponding Subordinate Funding Agreement was determined by the Council to create a subrecipient relationship: i. Subrecipient Payment Request Form (Form C-22A-SPO) as shown in Exhibit B, ii. Subrecipient Monthly Progress Report (Form SPO P1) as shown in Exhibit B, and iii. Itemization of the expenditures for which payment is requested using the Subrecipient Invoice Detail (Form SPO F1) as shown in Exhibit B, along with supporting documentation. e. Each invoice shall include the following if the corresponding Subordinate Funding Agreement was determined by the Council to create a vendor relationship: i. SPO Payment Request Form (either Engineering-Consultant or Construction) 1) Engineering-Consultant Payment Request Form (Form C22A) as shown in Exhibit B for engineering related expenses, or 2) Construction Payment Request Form (Form C21A) as shown in Exhibit B for construction related expenses, ii. A description of activities undertaken in accordance with the Subordinate Funding Agreement, and iii. An itemized list of the expenditures for which payment is requested, along with any supporting documentation. f. If a Disadvantaged Business Enterprise (“DBE”) goal applies to the work performed under a Subordinate Funding Agreement, invoices shall include a DBE Reporting Form as shown in Exhibit B, or such other format as may be prescribed by the Council, and shall include the information required by Section 4.06(e) of this Agreement. g. After receipt of an invoice, the Council may request additional information from the City regarding the invoice in order to verify the accuracy and appropriateness of the expenditures for which reimbursement is requested or as required by the FTA for reporting purposes. h. Upon receipt of an invoice, the Council will make prompt payment of undisputed amounts as required by Minnesota Statutes, Section 471.425. Under either 49 C.F.R. § 18.22 or Minnesota State Statutes Section 471.425, the Council may dispute or deny part or all of any invoice payment request if it reasonably believes that the requested payment does not conform to the terms of this Agreement and the applicable Subordinate Funding Agreement. The Parties will promptly meet to review and discuss any disputed or denied payment requests and the dispute resolution process outlined in Section 6.11 of this Agreement will ensue if the Parties cannot agree. If the Council does not pay the invoiced amount within 35 days of its receipt, the Council shall pay interest on the non-disputed amount at the rate of 1-1/2 percent per month. i. No invoice payment shall be made by the Council without prior written amendment to the applicable Subordinate Funding Agreement, which would cause distribution of City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 7 City of St. Louis Park MFA: rev02 02_20150126 Page 5 of 19 Project funds to exceed, cumulatively through such payment, the maximum amount of authorized funding under the applicable Subordinate Funding Agreement. j. Distribution of any funds to the City pursuant to an invoice, or approval of any report, shall not be construed as a Council waiver of any City noncompliance with this Agreement or the applicable Subordinate Funding Agreement. 2.07 Repayment of Unauthorized Use of Project Funds. Upon a finding by the Council that the City has made an unauthorized or undocumented use of Project funds, and upon a demand for repayment issued by the Council and supported by the reason for the finding, if the City agrees, the City shall promptly repay such amounts to the Council. If the City disagrees, the Parties will promptly meet to review and discuss any challenged use of funds already paid and the dispute resolution process outlined in Section 6.11 will ensue if the Parties cannot agree. Neither Party shall be deemed to have waived any rights or remedies available under state law, federal law, common law, or otherwise. 2.08 Prompt Payment to Subcontractors. Consistent with Minnesota Statutes, Section 473.142(f), if the City subcontracts any portion of the work under this Agreement or Subordinate Funding Agreements, the City shall pay such subcontractor within 10 Days of City's receipt of payment from the Council for undisputed services provided by the subcontractor. The City shall not, by reason of said payments, be relieved from responsibility for work done by the subcontractor and shall be responsible for the entire work under this Agreement or Subordinate Funding Agreement until the same is finally accepted by Council. ARTICLE 3. REQUIREMENTS FOR PROJECT FUNDED WORK 3.01 Allowable Costs; Unspent Funds. The City is authorized to use funds provided by the Council under this Agreement and per the terms of the Subordinate Funding Agreements only for allowable costs directly incurred for the Project. Allowable costs will be determined in accordance with the documents referenced in Section 4.05. Funds provided by the Council in Subordinate Funding Agreements may only be used for costs directly incurred: a. within the authorized work scope, b. during the project activity period, and c. in accordance with the approved budget for the funds. Any funds provided to the City under this Agreement and applicable Subordinate Funding Agreements which remain unspent after completion of the relevant Project activity shall be promptly repaid to the Council. 3.02 Documentation of Project Costs. All costs charged to the Project by the City must be supported by proper documentation, including properly executed payrolls, time records, invoices, contracts, receipts for expenses, or vouchers, evidencing in detail the nature and propriety of the charges per the requirements of Section 4.02 of this Agreement. 3.03 Establishment of Capital Assets. If Capital Assets, as defined by FTA and determined by the Council in a Subordinate Funding Agreement, are procured by or provided to the City under a Subordinate Funding Agreement, invoices shall include an Asset Tracking Log as shown in Exhibit B, or such other format as may be prescribed by the Council. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 8 City of St. Louis Park MFA: rev02 02_20150126 Page 6 of 19 3.04 Establishment and Maintenance of Project Information. The City agrees to establish and maintain accurate, detailed, complete, and separate books, accounts, financial records, documentation, and inspection and quality assurance reports produced by City staff and/or contractors, and other evidence relating to the receipt and expenditure of all Project funds. All such Project information shall be established and maintained in accordance with generally accepted government accounting principles and practices and shall be retained intact by the City until the latest of: a. complete performance of this Agreement and all Subordinate Funding Agreements entered into pursuant thereto; b. six years following the term of this Agreement and all Subordinate Funding Agreements entered into pursuant thereto; c. six years following the close out of the Project by the Council and the FTA; or d. if any litigation, claim, or audit is commenced during any such periods, when all such litigation, claims or audits have been resolved. If the City engages any contractors to perform any part of the Project activities, the City agrees that the contract for such services shall include provisions requiring the contractor to establish and maintain Project information in accordance with the provisions of this Article and to allow audit of such information in the same manner provided with respect to the City in Section 3.05. The provisions of this Section 3.04 shall survive termination of this Agreement. 3.05 Reimbursed Costs Audit. The accounts and records of the City relating to the reimbursable costs for the Project shall be audited in the same manner as all other accounts and records of the City are audited. During the time of maintenance of information under section 3.04, authorized representatives of the Council, the Legislative Auditor and/or State Auditor in accordance with Minnesota Statutes, Section 16C.05, subdivision 5, the United States Secretary of Transportation, the FTA Administrator, and the United States Comptroller General in accordance with 49 U.S.C. Section 5325(g) will have access to all such books, records, documents, accounting practices and procedures, and other information for the purpose of inspection, audit, and copying during normal business hours. Proper facilities for such access and inspection shall be provided by the City. The provisions of this Section 3.05 shall survive termination of this Agreement. 3.06 Subcontractor Provisions. In addition to the requirements of section 4.06, if the City engages any contractors to perform any part of the Project activities, the City agrees that the contract for such services shall include, to the fullest extent allowed by law, all of the following provisions. These requirements are in addition to other requirements for such contracts set forth in this Agreement. a. The contractor must maintain all records and provide all reporting as required by this Agreement. b. The contractor must defend, indemnify, and save harmless the Council from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 9 City of St. Louis Park MFA: rev02 02_20150126 Page 7 of 19 by any act or omission of the contractor, including acts or omissions by any of its employees, subcontractors, or anyone for whose acts any of them may be liable. c. The contractor must provide and maintain insurance in amounts and types of coverage appropriate to the contracted work and naming the Council, the Counties Transit Improvement Board, and other funding partners as requested by the Council, as additional insureds, and shall provide to the City prior to commencement of the contracted work a certificate of insurance evidencing such insurance coverage. d. The contractor must be an independent contractor for the purposes of completing the contracted work. e. The contractor must acknowledge that the contract between the City and the contractor does not create any contractual relationship between the Council and the contractor. f. The contractor shall perform and complete the contracted work in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the contracted work. 3.07 Contract Information. The City shall, in connection with any contract entered into for the Project: a. Keep the Council informed as to the progress of such contract; b. Allow authorized representatives of the Council access to all meetings and documentation related to such contract; and c. Upon request, promptly provide the Council with copies of correspondence between the City and the contractor related to such contract. ARTICLE 4. FEDERAL REQUIREMENTS 4.01 Federal Requirements. Monies that may be provided to the City by the Council pursuant to this Agreement may be funded in whole or in part by the FTA. The requirements in this Article 4 are in addition to and, unless inconsistent and irreconcilable, do not supplant requirements found elsewhere in this Agreement. If any requirement in this article is inconsistent with a provision found elsewhere in this Agreement and is irreconcilable with such provision, the requirement in this Article 4 shall prevail. 4.02 Incorporation of Federal Grant. As the Council receives federal grants, including a potential Full Funding Grant Agreement, with respect to the Project, the Council will provide the City with a copy of each grant. The terms of each grant and any amendments shall be automatically incorporated by reference into this Agreement without further action by the Parties. These grants are collectively referred to in this Agreement as the “Federal Grants.” When performing work or expending funds for Project activities, the City agrees to comply with all applicable terms and conditions of the Federal Grants received by the Council with respect to the Project. 4.03 Incorporation of Specific Federal Requirements. Specifically, and without limitation, the City agrees to comply with the federal requirements set forth in Exhibit C and City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 10 City of St. Louis Park MFA: rev02 02_20150126 Page 8 of 19 agrees to require, unless specifically exempted, third party contractors at every tier to comply with the same. 4.04 Federal Certifications and Assurances; Execution and Incorporation. The City agrees to comply with and to certify compliance with the most recent version of the federal Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements if determined by the Council to be a subrecipient in a Subordinate Funding Agreement. The City must certify compliance with the applicable provisions by signing the appropriate certification(s) and returning the signed certification(s) as part of the execution of an applicable Subordinate Funding Agreement. During the term of the applicable Subordinate Funding Agreement, the Council shall provide to the City the annual Federal Certifications and Assurances document, which the City shall execute and return to the Council. 4.05 Compliance with Federal Requirements; Incorporation of Specific Documents by Reference. The City agrees to comply with all federal statutes, rules, FTA Circulars, and Executive Orders which may be applicable to the Federal Grants. In particular, the City agrees to comply with the terms and conditions of the current version of the following documents when performing work or expending funds for Project activities under this Agreement or any Subordinate Funding Agreement: a. FTA Master Agreement b. Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, 49 C.F.R. Part 18 c. Grant Management Requirements, FTA Circular 5010.1D d. Full-Funding Grant Agreements Guidance, FTA Circular 5200.1A e. Third Party Contracting Requirements, FTA Circular 4220.1F f. Cost Principles for State, Local and Indian Tribal Governments, OMB Circular A-87 g. Audits of States, Local Governments, and Non-Profit Organizations, OMB Circular A-133 as such statutes, rules, circulars, and executive orders may hereafter be amended or modified. The listed documents are incorporated by reference into this Agreement. Copies of these documents are available on the FTA website or, upon request by the City, from the Council. 4.06 Third Party Contracts. If the City decides to fulfill any of its obligations or duties under a Subordinate Funding Agreement through a third party contract to be paid for by funds received under this Agreement, the City agrees to the following provisions. These requirements are in addition to other requirements for such contracts set forth in this Agreement. a. Compliance with Federal Procurement Requirements. The City will comply with all applicable federal law, rules, and guidance relating to such procurement including, without limitation, the provisions of the most current version of the Third Party Contracting Requirements, FTA Circular 4220.1F, which document is incorporated by reference into this Agreement. A copy of this document is available on the FTA website or, upon request by the City, from the Council. b. Certification of City’s Procurement System. The City certifies that its procurement system complies with the standards described in the previous paragraph. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 11 City of St. Louis Park MFA: rev02 02_20150126 Page 9 of 19 c. Council Approval of Contracts. The City shall not execute any third party contract or otherwise enter into a binding agreement until it has first received written approval from the Council. The Council’s approval of any such third party contract is solely for the benefit of the Council and shall not relieve the City of the responsibility to ensure that such contracts are in the proper form and include all state and federal requirements. Additionally, a Subrecipient Contract Initiation Memo, as shown in Exhibit B, is required to be executed prior to any procurement over $50,000. Requests to enter into agreements should be sent to the Project Director. d. Inclusion of Provisions in Lower Tier Contracts. The City agrees to include adequate provisions to ensure compliance with applicable federal requirements in each lower tier subcontract financed in whole or in part with monies from the Project provided under this Agreement including all applicable provisions of this Agreement. Provisions to be included in such subcontracts include the provisions in Exhibit C. e. Disadvantaged Business Enterprise Requirements. For all work performed under Part One of this Agreement, the City will comply with the Council's DBE Program. In particular, the City agrees to comply with the requirements of the Council's "Disadvantaged Business Enterprise Pass Through Agreement and Program" document which is attached to and made a part of this Agreement as Exhibit D. For the purpose of Exhibit D, the following provisions apply: i. The Metropolitan Council DBE Liaison Officer, or designated staff, shall act as the City DBE Liaison Officer for the purposes of work under Part One of this funding Agreement. ii. The City agrees to submit to the Council for review, approval, and establishment of the appropriate DBE goal a Subrecipient Contract Initiation Memo, as shown in Exhibit B, for all procurements in excess of $50,000. Noncompliance with DBE requirements may result in sanctions, including ineligibility for reimbursement pursuant to 49 C.F.R. § 18.22. iii. The City will provide reports to the Council reflecting all invoices paid on procurements for which a DBE goal has been established and identifying all DBE activity on such procurements. iv. The City will report DBE activity, on the Disadvantaged Business Enterprise Reporting Form, to the Council on other purchase orders and invoices not included above with each Request for Payment. v. DBE eligibility will be based on the most recent DBE Directory from the Minnesota Unified Certification Program. f. Federal Procurement Basics. The City remains responsible for conforming its procurement processes to all applicable federal requirements for funds received from the Council under this Agreement and any Subordinate Funding Agreement. 4.07 Provisions Subject to Change. The City acknowledges that federal requirements in this Article 4 are subject to change and agrees that the most recent of these requirements shall govern this Agreement at any particular time. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 12 City of St. Louis Park MFA: rev02 02_20150126 Page 10 of 19 4.08 No Federal Obligation. Monies provided under this Agreement may be financed in whole or in part by federal funds. However, payments to the City will be made by the Council. Pursuant to the Federal Transit Administration Master Agreement Section 2(f), the United States is not a party to this Agreement and no reference in this Agreement to the United States, the United States Department of Transportation, the FTA, or any representatives of the federal government makes the United States a party to this Agreement. The City shall include this clause in any contracts or agreements entered into pursuant to this Agreement. 4.09 Special Reporting Requirements. The Council is required to report to the FTA regarding the Project activities. Accordingly, the City agrees to provide the Council with any additional or follow-up information reasonably requested by the Council, in order to meet the Council’s FTA reporting requirements. PART TWO ARTICLE 5. SUBORDINATE FUNDING AGREEMENT TRANSFERRING FUNDS FROM CITY TO COUNCIL 5.01 Purpose. The purpose of Part Two of this Agreement is to provide a method for the transfer of City funds to the Council for components related to but currently not part of the Project, should any such payment be authorized by the City. 5.02 Transfer of Funds Requires Subordinate Funding Agreement. The City may provide funding for components related to but not part of the Project through the transfer of funds to the Council. Each such transfer of funds to the Council from the City shall be in accordance with one or more duly executed Subordinate Funding Agreements, each of which shall define the amount of funds committed by the City to the Council, specify the purpose for the funds, and establish who will own the asset constructed or remaining upon completion of the work. 5.03 Subordinate Funding Agreements. To facilitate funding by the City in accordance with Section 5.01, the Parties shall enter into Subordinate Funding Agreements. Subordinate Funding Agreements shall be in a form similar to Exhibit A and shall follow and be subject to the terms of Parts Two and Three of this Agreement, unless expressly agreed to in writing otherwise. Notwithstanding any other provisions of this Agreement, this Agreement itself is not intended to create a specific financial obligation for either Party or to require either Party to enter into any specific Subordinate Funding Agreements, and no liability shall attach to either Party under this Agreement for refusing to enter into one or more subsequent Subordinate Funding Agreements. 5.04 Implementation of Subordinate Funding Agreements. The City will only reimburse the Council for components related to the Project that are the subject of a Subordinate Funding Agreement. Prior to entering into a contractual obligation with any third party (including for the acquisition of property rights) to accomplish the Council’s obligations reimbursable by the City, or prior to authorizing any Council employees to proceed with any reimbursable actions, the Council shall present a work scope (including a work schedule), staffing plan, and detailed budget for such services or expenditures to the City for review and approval. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 13 City of St. Louis Park MFA: rev02 02_20150126 Page 11 of 19 5.05 Modifications of Subordinate Funding Agreements. The following provisions apply to any modifications in a particular Subordinate Funding Agreement: a. Rebudgeting within an approved budget is allowable as long as the budget is within the maximum amount of authorized funding. b. Modifications in work scope, if within the approved budget, are authorized when approved in writing by the City Manager or designee, or such other person as the City may designate by notice to the Council. c. Any other modifications in a particular Subordinate Funding Agreement, including any increase in the maximum amount of authorized funding or changes in the applicable activity period, shall require a formal amendment of the Subordinate Funding Agreement executed by the Parties. 5.06 Transfer of Funds to the Council Under Subordinate Funding Agreements. The City shall pay the Council under Subordinate Funding Agreements as follows: a. Unless specifically agreed to otherwise by the Parties in and for a particular Subordinate Funding Agreement, payment to the Council for costs under each Subordinate Funding Agreement shall be on a reimbursement basis after the submittal of invoices evidencing the expenditure of funds by the Council. b. The Council shall submit separate monthly invoices for each outstanding Subordinate Funding Agreement to the following address: or to such other City address or person as the City may designate in writing. c. Unless the Parties otherwise agree, the Council shall submit each invoice to the City in the standard Council format and shall reference the sequential number of the Subordinate Funding Agreement under which the invoice is to be funded. d. Each invoice must include: i. A description of activities undertaken in accordance with the Subordinate Funding Agreement; ii. An itemized list of the expenditures for which payment is requested; and iii. Any supporting documentation. e. The Council shall add an administrative fee to each invoice to be paid by the City. For design and environmental professional services the fee shall be up to 3% of the actual professional service cost. If the City requests the Council to construct locally funded components related to, but currently not part of the Project, the City shall pay the following fees, which is a percentage of actual construction costs, for each professional service provided: i. Contract Administration 3% ii. Construction inspection 2% Ms. Debra Heiser Engineering Director City of St. Louis Park 5005 Minnetonka Blvd St. Louis Park, MN 55416 City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 14 City of St. Louis Park MFA: rev02 02_20150126 Page 12 of 19 iii. Survey and staking 2% iv. Materials inspection 1% The above applicable fees and costs for professional services will be specified in Subordinate Funding Agreements. The Council reserves the right to adjust the fee percentages on an annual basis as amended in a Subordinate Funding Agreement. In the event this Agreement or the Subordinate Funding Agreement is terminated, the City shall be entitled to reimbursement of any unused portions of the above fee. f. After receipt of an invoice, the City may request additional information from the Council regarding the invoice in order to verify the accuracy and appropriateness of the expenditures for which reimbursement is requested. g. The City shall pay the Council the approved invoice amount within 30 days of its receipt. The City may dispute all of or any part of an invoice if it reasonably believes that the requested payment does not conform to the terms of this Agreement or the applicable Subordinate Funding Agreement. If disputed, the Parties will promptly meet to review and discuss the disputed or denied payment requests and the dispute resolution process outlined in Section 6.11 of this Agreement will ensue if the Parties cannot agree. Unless the City has disputed the payment of an invoice, if the City does not pay the invoiced amount within 30 days of its receipt, the Council shall charge and the City shall pay interest on the non-disputed amount at the rate of 1-1/2 percent per month. h. No invoice payment shall be made by the City without prior written amendment to the applicable Subordinate Funding Agreement, which would cause the distribution of funds to exceed, cumulatively through such payment, the maximum amount of authorized funding under the applicable Subordinate Funding Agreement. i. The City’s payment of any invoices or approval of any reports shall not constitute a waiver of any Council noncompliance with this Agreement or the applicable Subordinate Funding Agreement. 5.07 Repayment of Unauthorized Use of Funds. Upon a finding by the City that the Council has made an unauthorized or undocumented use of City funds, and upon a demand for repayment issued by the City and supported by the reason for the finding, if the Council agrees, the Council shall promptly repay such amounts to the City. If the Council disagrees, the Parties will promptly meet to review and discuss any challenged use of funds already paid and dispute resolution pursuant to Section 6.11 will ensue if the Parties cannot agree. Neither Party shall be deemed to have waived any rights or remedies available under state law, federal law, common law or otherwise. 5.08 Use of Funds; Allowable Costs. The Council is authorized to use funds provided by the City under this Agreement only for costs directly incurred under a specific Subordinate Funding Agreement. Funds provided by the City under Subordinate Funding Agreements may only be used for costs directly incurred: a. Within the authorized work scope; b. During the specified activity period; and c. In accordance with the approved budget for the funds. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 15 City of St. Louis Park MFA: rev02 02_20150126 Page 13 of 19 5.09 Documentation of Costs. All reimbursable costs charged to the City by the Council must be supported by proper documentation, including properly executed payrolls, time records, invoices, contracts, receipts for expenses, or vouchers, evidencing in detail the nature and propriety of the charges. 5.10 Establishment and Maintenance of Information. The Council agrees to establish and maintain accurate, detailed, complete, and separate books, accounts, financial records, documentation, and other evidence relating to the receipt and expenditure of all funds from the City. All such information shall be established and maintained in accordance with generally accepted government accounting principles and practices and shall be retained intact by the Council until the latest of: a. Complete performance of this Agreement and all Subordinate Funding Agreements entered into pursuant thereto; b. Six years following the term of this Agreement and all Subordinate Funding Agreements entered into pursuant thereto; c. Six years following the close out of the Project by the Council and the FTA; or d. If any litigation, claim, or audit is commenced during any such periods, when all such litigation, claims or audits have been resolved. If the Council engages any contractors to perform any part of the activities reimbursable by the City, the Council agrees that the contract for such services shall include provisions requiring the contractor to establish and maintain information in accordance with the provisions of this Article and to allow audit of such information in the same manner provided with respect to the Council in this Section 5.10. The provisions of this Section 5.10 shall survive termination of this Agreement. 5.11 Audit. The accounts and records of the Council relating to costs reimbursable by the City shall be audited in the same manner as all other accounts and records of the Council are audited. During the time of maintenance of information under Section 5.10, authorized representatives of the City; the Legislative Auditor and/or State Auditor in accordance with Minnesota Statutes, Section 16C.05, subdivision 5; the United States Secretary of Transportation; the FTA Administrator, and the United States Comptroller General in accordance with 49 U.S.C. Section 5325(g); will have access to all such books, records, documents, accounting practices and procedures, and other information for the purpose of inspection, audit, and copying during normal business hours. Proper facilities for such access and inspection shall be provided by the Council. The provisions of this Section 5.11 shall survive termination of this Agreement. 5.12 Use of Contractors. If the Council engages any contractors to perform any activities reimbursable by the City under Part Two of this Agreement, the Council agrees that the contract for such services shall include, to the fullest extent allowed by law, all of the following provisions. These requirements are in addition to other requirements for such contracts set forth in this Agreement. a. The contractor must maintain all records and provide all reporting as required by this Agreement. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 16 City of St. Louis Park MFA: rev02 02_20150126 Page 14 of 19 b. The contractor must defend, indemnify, and save harmless the City from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part by any negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acts any of them may be liable. c. The contractor must provide and maintain insurance in amounts and types of coverage appropriate to the contracted work and naming the City as an additional insured, and provide to the Council a certificate of insurance evidencing such insurance coverage. d. The contractor must be an independent contractor for the purposes of completing the contracted work. e. The contractor must acknowledge that the contract between the Council and the contractor does not create any contractual relationship between the City and the contractor. f. The contractor shall perform and complete the contracted work in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the contracted work. 5.13 Contract Information. The Council shall, in connection with any contract entered into for reimbursable work under Part Two of this Agreement: a. Keep the City informed as to the progress of such contract; b. Allow authorized representatives of the City access to all meetings and documentation related to such contract; and c. Upon request, promptly provide the City with copies of correspondence between the Council and the contractor related to any such contract. PART THREE ARTICLE 6. GENERAL PROVISIONS 6.01 Purpose. The purpose of Part Three of this Agreement is to establish the general provisions that apply to this Agreement and each Subordinate Funding Agreement executed by the Parties hereafter. 6.02 Independent Contractors. The Parties agree that any and all persons employed by or on behalf of a Party to perform any work or duties as an agent of a Party under this Agreement shall not be considered employees of the other Party. Any and all claims that may or might arise under the Workers Compensation Act of Minnesota on behalf of said employees or persons while so engaged, and any and all claims made by any third person as a consequence of any act or omission on the part of said employees or persons while so engaged in any of the work contemplated in this Agreement, shall not be the obligation or responsibility of the other Party. This Agreement is not intended to constitute an interchange of government employees within the meaning of Minnesota Statutes, Section 15.51, et seq. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 17 City of St. Louis Park MFA: rev02 02_20150126 Page 15 of 19 6.03 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all oral agreements and negotiations between the Parties relating to the subject matter of this Agreement. As stated herein, this Agreement depends upon one or more Subordinate Funding Agreements for the actual authorization of work or transfer of any reimbursements and the terms of any subsequent Subordinate Funding Agreements shall be considered together with this Agreement. 6.04 Non-Waiver of Immunity and Limits. Nothing in this Agreement shall be construed to waive the immunities or liability limits provided in Minnesota Statutes, Chapter 466, or other applicable state or federal law. The provisions of Minnesota Statutes, Section 471.59, subdivision 1a, specifically apply to this Agreement. 6.05 Amendments. The terms of this Agreement may be changed only by mutual agreement of the Parties. Such changes shall be effective only upon the execution of written amendments signed by authorized officers of the Parties to this Agreement. 6.06 Non-Waiver. The failure of either Party at any time to insist upon the strict performance of any or all of the terms, conditions, and covenants in this Agreement shall not be deemed a waiver by that Party of any subsequent breach or default in the said terms, conditions, or covenants by the other Party. 6.07 Severability. The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to either Party. 6.08 Assignment Prohibited. Neither Party shall assign their obligations under this Agreement without receiving the express written consent of the other Party. 6.09 Time. The Parties agree that all obligations undertaken under this Agreement, and with respect to any subsequent Subordinate Funding Agreements entered into by the Parties, will be diligently performed in a manner consistent with the proper exercise of professional care and with due consideration to project timelines and constraints. 6.10 Notices. Except as otherwise expressly provided in this Agreement, all requests, notices, demands, authorizations, directions, consents, waivers or other communications required or permitted under this Agreement shall be in writing and shall either be: a. Delivered in person; b. Deposited postage prepaid in the certified mails of the United States, return receipt requested; c. Delivered by a nationally recognized overnight or same-day courier service that obtains receipts; or d. Delivered via email attachment. Such communications shall be directed to the individuals specified below or to such other persons and at such other addresses as either Party may at any time or from time to time City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 18 City of St. Louis Park MFA: rev02 02_20150126 Page 16 of 19 designate for itself by notice in accordance with this Section. Each such request, notice, demand, authorization, direction, consent, waiver or other document shall be deemed to be delivered to a Party when received at its address set forth or designated as above provided. For the Council: Project Director Southwest LRT Project Office 6465 Wayzata Blvd, Suite 500 St. Louis Park, MN 55426 Phone: 612-373-3820 For the City: City Manager City of St. Louis Park 5005 Minnetonka Blvd St. Louis Park, MN 55416 6.11 Dispute Resolution. A dispute resolution process shall be used for any unresolved issue, dispute or controversy between the parties before any legal remedies are exercised. The dispute resolution process contains a three level dispute resolution ladder that escalates a dispute from the project management level through the executive management level. The City is represented by the City Manager or designee. The Council is represented from Level 1 to 3 in the following order: Deputy General Manager, General Manager, and Regional Administrator. At each level, representatives of the Parties shall meet and continue to explore resolution until either party determines, in good faith, that effective resolution is not possible at the current level, and notifies the other party that the process is elevated to the next level. If either or both parties make such a determination at any point during issue resolution at Level 3, then the dispute resolution process has been exhausted. 6.12 Project Director. The Council's Project Director for purposes of administration of this Agreement, and any Subordinate Funding Agreements entered into pursuant to this Agreement, is the person whose title is listed in Section 6.11, or such other person designated in writing by the Council's Regional Administrator. The City's Project Director for purposes of administration of this Agreement and any Subordinate Funding Agreements entered into pursuant to this Agreement is the person whose title is listed in Section 6.10, or such other person designated in writing by the City. The City's Project Director shall: a. Coordinate the carrying out of the City's obligations under this Agreement; b. Coordinate Subordinate Funding Agreement work scope activities with the Council's Project Director; c. Attend meetings called by the Council's Project Director for Southwest Light Rail Project; and d. Complete training to be provided by the Council with respect to Council and federal requirements under this Agreement and any Subordinate Funding Agreements entered into pursuant to this Agreement. 6.13 Applicable Law and Venue. This Agreement shall be interpreted in accordance with the laws of the State of Minnesota. Venue for all legal proceedings arising out of or relating City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 19 City of St. Louis Park MFA: rev02 02_20150126 Page 17 of 19 to this Agreement or any associated Subordinate Funding Agreements, or breach thereof, shall be in the state or federal court with competent jurisdiction in Hennepin County, Minnesota. 6.14 Effective Date and Termination. This Agreement shall be effective on February 3, 2015. This Agreement or a Subordinate Funding Agreement shall terminate upon the earliest of: a. Completion of construction of the Project and reimbursement of all costs provided for in this Agreement and all Subordinate Funding Agreements entered into pursuant thereto; b. A determination by the Council that the Project or Subordinate Funding Agreement cannot proceed; c. A determination by the City that a Subordinate Funding Agreement transferring City funds to the Council cannot proceed, however, this Agreement may not be terminated if a Subordinate Funding Agreement is outstanding; or d. A determination by the Council that sufficient funds do not exist, or are not reasonably projected to exist, in order to complete the Project or a Subordinate Funding Agreement. The City agrees that Project closeout or termination of this Agreement or any particular Subordinate Funding Agreement does not invalidate continuing obligations imposed on the City by this Agreement or such Subordinate Funding Agreements or any agreements entered into pursuant to this Agreement or a Subordinate Funding Agreement. Project closeout or termination of this Agreement does not alter the Council's authority to disallow costs and recover funds on the basis of a later audit or other review, and does not alter the City's obligation to return any funds determined to be due to the Council. The Council agrees that Project closeout or termination of this Agreement or any particular Subordinate Funding Agreement does not invalidate continuing obligations imposed on the Council by this Agreement or such Subordinate Funding Agreements or any agreements entered into pursuant to this Agreement or a Subordinate Funding Agreement. Project closeout or termination of this Agreement does not alter the City’s authority to disallow costs and recover funds on the basis of a later audit or other review, and does not alter the Council's obligation to return any funds determined to be due to the City. 6.15 Exhibits. All attached exhibits are deemed to be incorporated into this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW.] City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 20 City of St. Louis Park MFA: rev02 02_20150126 Page 18 of 19 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the dates indicated below. Furthermore, this Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. CITY OF ST. LOUIS PARK By: ________________________________ Its: Mayor Date: ______________________________ By: ________________________________ Its: City Manager Date: ______________________________ METROPOLITAN COUNCIL By: _____________________________ Its: Date: ___________________ City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 21 City of St. Louis Park MFA: rev02 02_20150126 Page 19 of 19 LIST OF EXHIBITS Exhibit Description A Form of Subordinate Funding Agreement B Sample Forms C Specific Federal Clauses D Disadvantaged Business Enterprise Pass Through Agreement and Program City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 22 Page 1 of 2 EXHIBIT A SUBORDINATE FUNDING AGREEMENT Reference Numbers: SWLRT Project: Metropolitan Council: 3rd Party: ____________ PROJECT: Southwest Light Rail Transit Project MASTER AGREEMENT: Master Funding Agreement – PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • 3rd Party SUBORDINATE FUNDING AGREEMENT 3rd Party –_ (number) This Subordinate Funding Agreement Number ____ with _____________ is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement, effective , 2014. 2. The Parties provided in that agreement that certain aspects of funding for the Project or features related to but not part of the Project would be determined in subsequent Subordinate Funding Agreements. 3. The Parties desire to enter into this Subordinate Funding Agreement in order to provide funding for (certain aspects of the Project/features related to but not part of the Project) as described below. NOW, THEREFORE, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The activities authorized by this Subordinate Funding Agreement shall not exceed $____________ unless authorized in a subsequent agreement or an amendment to this Subordinate Funding Agreement. 2. Project Budget. The budget for the activities described in this Subordinate Funding Agreement is provided as Exhibit A. Funds provided for this Subordinate Funding Agreement may only be used for costs incurred in accordance with the approved budget, as discussed in the Master Funding Agreement. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 23 Page 2 of 2 3. Specific Description of Funding Authorization. 4. Agreement Expiration. 5. (Subrecipient/Vendor) Agreement. This Subordinate Funding Agreement, in conjunction with the Master Funding Agreement, constitutes a (subrecipient/vendor) agreement for the purposes of an y federal grant funds provided to the City. 6. Integration. The terms, conditions and definitions of the Master Funding Agreement are expressly incorporated into this Subordinate Funding Agreement. 3rd Party METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 24 EXHIBIT B - SAMPLE FORMSSUBRECIPIENT:DATE:CONTRACT No.:Description of AssetID/Tag #Source of Funding(Project #)Acquisition DatePriceMethod used to determine FMVFederal Share Useful LifeLocationUse & ConditioDisposal DateNBVAuthorized By(Name of SPO AR)61001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001610016100161001AcquisitionDisposalAsset Tracking LogSouthwest Light Rail Transit Project (Form SPO F3)DATE OF LAST PHYSICAL INVENTORY:(Must be within past 2 years)City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 25 H) Amount DBE Paid To DateUtilization Goal: ________%Reporting Period: From __________ to __________B) Company DBE is Sub-contracting toC) Amount of Original DBE Contract A) DBE Subcontractor204. Type of Services:8. DBE Progress Report #:11. Total Contract Amount:13. Contract Dollars Remaining:14. Amount Paid to Date:15. Percent Paid to Date:12. Contract Dollars Expended:9. Original Contract Amount:10. Contract Change Orders:3. Prime Contractor:DBE Progress/Project ReportD) Amount DBE Subcontracted to Others *E) Amount in Change Orders to DBE ContractF) Total DBE Contract Amount [C) - D) + E)]G) Amount DBE Paid This Pay Request5. Contract #6. Contract Award Date:7. Payment Claim #:1. Project #:2. Project Title:16171819222324Explanation if DBE Goal Not Being Met or Other Comments:Signature:Date:Title:INSTRUCTIONS:20DBE Totals:* Contract DBE % of Total Current Contracted Amount:* Billed DBE % of Total Contract Amount Billed:21 2. Amount DBE Subcontracted to Others (Column D) shall include non-DBE amounts included in Column E. 1. Insert information in all blank spaces. A/E Services contracts DO NOT complete Affirmative Action Status/Labor Force Breakdown by Hours. 2. Contract DBE % of Total Current Contract = DBE Totals of Column F) / Total Contract Amount (Item 11 above). 3. Billed DBE % of Total Contract Amount Billed = DBE Totals of Column H) / Amount Billed To Date (Item 14 above).DBE Progress-Project ReportRevised 04/18/2008City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 26 Subrecipient Contract Initiation Memo Section 1 – Project Information – to be completed by the Subrecipient Project Manager Subrecipient Project Manager: Phone: Date: Project Title: MC Project #: Proposed Services: Estimated Cost: Period of Performance: From To: Subcontracting: Indicate whether or not there as a reasonable opportunity for subcontracting of this procurement Yes No Subrecipient Project Manager – I have accurately completed the information in Sections 1, 2, and 3 of this SCIM. If this will be a federally funded purchase, I have completed and filed an Independent Cost Estimate. _________________________________ Date: ______________________________ Signature Council Project Manager Approval I have reviewed the information in Sections 1, 2, and 3 and approve the initiation of this contract. _________________________________ Date: ______________________________ Signature _________________________________ Title Section 2 – Funding – to be completed by the Council Project Manager Check one box only: This contract will be FTA-assisted (complete the Grant Approval section, below) This contract will be USDOT-assisted by an agency other than FTA (i.e. FAA or FHWA) This contract will be Minnesota PFA-eligible This contract will NOT be assisted with grant funds from any source This contract has special funding: Subrecipient Project Budget Project identification within the Subrecipient Accounting system and approved budget _______________________________________________________________ Met Council Project Budget Account Fund Org Program Subclass Project Comments: Council Grant Approval – Federal Grant Number: _____________________ FTA-assisted contracts Council Grants Manager Signature Date Council Finance Officer Signature Date Funding Approval – Subrecipient financial officer. Signature Date Title (To be signed by appropriate authorized Subrecipient staff) 12/10/2008 City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 27 12/10/2008 Section 3 – Solicitation and Selection Process – to be completed by Subrecipient Project Manager 1. Type(s) of contractor and subcontractors involved in this contract: (Please list by specialty, skill or industry) 2. Proposed means of publicizing the availability of the contract State Register Construction Bulletin Trade Publication(s): (Please list) _______, _________, ________ Community Organization(s): _______, _________, ________ Other: (Please Explain) _____________________________________________________ 3. Proposed process to select contractor Sole Source Other: (Please explain) _____________________________________________________ Sealed bids Council staff evaluation committee Section 4 – Diversity – to be completed by Council Office of Diversity and Equal Opportunity Staff I wish to review the solicitation documents prepared for this procurement prior to advertisement and distribution I wish to be involved in the selection process for this procurement The following diversity business subcontracting goal(s) or preference apply to this contract: DBE Goal of ______% M/WBE Goal of ______ % TGB Goal of ______% MBE Goal of ______ % SBRA Goal of ______ % WBE Goal of ______ % TGB Preference of ______ % Reviewed by: Date: Section 5 – Authorization By Subrecipient in accordance with its organizational structure. I authorize the initiation of the contracting process for this procurement. ___________________________________ ____ Date: __________________________ Signature of Authorized Signer ___________________________________ Title of Authorized Signer Distribution – executed original filed in Subreceipient records; copies provided to: Council Project Manager Council Office of Diversity Council Grants Manager Council Procurement Manager City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 28 BLANKET PO RELEASE PO Interim Payment Request Final Payment Request PAY TO: DATE: ADDRESS:PERIOD: PROJECT NAME: SFA # Balance Remaining $ - 0.00 0.00 0.00 0.00 0.00 0.00 $ - $ - $ - $ - $ - $ - By:Date: Account Fund Dept Prog Class Project COMMENTS: INVOICE # Payment Request Metropolitan Council/Metro Transit Southwest Light Rail Transit Project (Form C-22A SPO) PAYMENT REQUEST NO. FOR SUBRECIPIENTS CONTRACT # SFA SUMMARY: SFA Budget Expense Category SFA Budget Amount Expenses Incurred this Period Project-to-Date Expenses Direct Labor -$ $ - $ - Direct Materials (capital)0.00 0.00 0.00 Direct Materials (non-capital)0.00 0.00 0.00 Direct Costs (mileage, phone)0.00 0.00 0.00 Subcontractor 0.00 0.00 0.00 Subcontractor 0.00 0.00 0.00 Subcontractor 0.00 0.00 0.00 Total Expenses -$ $ - $ - AMOUNT OF PAYMENT/FINANCIAL REPORT: TOTAL EARNED TO DATE LESS AMOUNT PAID OR BILLED PREVIOUSLY AMOUNT UNENCUMBERED Comments documenting any processing delays ae included on the electronic Disbursement Approval form. Note the Council is legally required to make payment within a specified period or pay interest to the vendor. Documentation of all delays is imperative in determining whether or not the interest charge applies. AMOUNT DUE THIS PAYMENT AMOUNT INCURRED OR ENCUMBERED BUT NOT BILLED Project/Fund Code Approval By: Date: (Metro Tranist Finance Department) (Council Grants Analyst) Amount $ - $ - $ - $ - ACCOUNT CHART FIELD Appropriate documentation to support these authorized expenditures is on file and available for review. These expenditures are not reimbursable from other sources and have not been previously claimed. (Subrecipient's Authorized Representative) By: Date: CERTIFICATION BY SUBRECIPIENT I hereby certify that the above services have been performed and that this claim is just and correct and no part of it has been paid. I certify the expenditures reflected in this invoice are true and correct and have been made for the purpose of and in accordance with applicable terms and conditions of the award. I have examined the expenditures reflected on this invoice and determined that each reflects a reasonable price based on market prices offered by the vendors to the general public. METROPOLITAN COUNCIL CERTIFICATION Disbursement Approval is completed electronically through by authorized SPO staff. NOTE: Blanket PO/Release PO required for all payments City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 29 SUBRECIPIENT: SFA No.: INVOICE No: HOURS LOADED RATE/HOUR* TOTAL LABOR COST($) 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ 0.00 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ DETAIL DESCRIPTION Southwest Light Rail Project (Form SPO F1) Subrecipient Invoice Detail CONTRACT No.: DIRECT LABOR EMPLOYEE NAME TITLE DIRECT COSTS** SUBCONTRACTOR COSTS*** * Loaded rate/hour must match SFA Exhibit A (budget). Addition or change requests must be made in writing. ** Direct costs must be specifically budgeted for in the SFA and supported by proper documentation, including but not limited to, invoices, receipts, approved travel claim forms, etc. *** Sub-Contractor invoices must include the same detail and documentation as the subrecipient are required to include. BILLING PERIOD: Cell Phone Travel Expenses TOTAL DIRECT LABOR: TOTAL SUB-CONTRACTOR COSTS: TOTAL INVOICED Other (Explain) TOTAL DIRECT LABOR: Sub-Contractor Sub-Contractor Sub-Contractor City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 30   Southwest LRT Project   6465 Wayzata Blvd. Suite 500  St. Louis Park, MN 55426  www.swlrt.org     Form SPO P1‐1  From:   Click here to enter text.   SFA  Number: Click here to enter text.  Contract  Number:   Click here to enter text.  Date:   Click here to enter text.  Invoice  Number:   Click here to enter text.  Period:   Click here to enter text.    PART A: SCHEDULE  1.0   Current scheduled completion date:  Click here to enter text.    2.0   Original scheduled completion date:  Click here to enter text.    3.0   If current and original dates differ, explain: Click here to enter text.      PART B: BUDGET STATUS   1.0. Original contract value: Click here to enter text.  2.0 Amendment (if applicable): Click here to enter text.  3.0 Total earned to date: Click here to enter text.  4.0 Amount due this payment: Click here to enter text.  5.0 Balance: Click here to enter text.    PART C: NARRATIVE PROGRESS STATEMENT   1.0 Work Completed This Month:  Click here to enter text.  2.0 Work Planned Next Month:  Click here to enter text.  3.0 Informational Assistance Requests:   Click here to enter text.  4.0 Analysis of significant cost variances this month:  Click here to enter text.     PART D: PROCUREMENTS   1.0 Procurements Completed This Month:  Click here to enter text.  2.0 Procurements Planned for Next Month:  Click here to enter text.        SUBMITTER SIGNATURE:     SUBMITTER TITLE:    DATE:   SUBRECIPEINT MONTHLY PROGRESS REPORT  (Form SPO P1) City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 31 Form SPO P1-2 Instructions for Completing Subrecipient MPR A. SCHEDULE: Provide an explanation of the differences between original and current scheduled completion dates, include reason for change and impacts to contract deliverable(s). B. BUDGET STATUS: This section provides a summary of the budget from the corresponding monthly Payment Request Form. Amounts must match Payment Request Form. C. NARRATIVE PROGRESS STATEMENT: For each task identified in the Subordinate Funding Agreement, address the following areas: • Work Completed this Month: Include significant development affecting progress, including issues encountered and other impacts on progress. Include reports completed and underway, as well as a summary of all meetings attended. Attach supplemental sheets as necessary. • Work Planned Next Month: Include the general outlook for progress, including planned meetings and progress towards deliverables. Include schedule for meetings and deliverables. Attach supplemental sheets as necessary. • Informational Assistance Requests: Include any needs for special instruction or assistance from the Metropolitan Council or other organizations. Include when assistance is needed, or the date it was provided if completed during the MPR period. Attach supplemental sheets as necessary. • Analysis of significant cost variances: Please provide analyses of changes in proposed costs that will impact the overall contract value. Clearly state what led to the changes and how it will impact the work going forward. For instance, do you foresee similar changes occurring and their potential costs? D. PROCUREMENTS: For each task identified in the Subordinate Funding Agreement, address the following areas: • Procurements Completed This Month: Include a listing of items procured; procurement method used, contract type, reason for contractor selection, cost or price, whether the vendor or vendors are DBEs, and for materials or supplies, whether the item will be tracked as an asset. Attach supplemental sheets as necessary. • Procurements Planned for Next Month: Identify any planned procurements and anticipated cost or price. Attach supplemental sheets as necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 32 BLANKET PO__________________ RELEASE PO______________________________FORM C-22A METROPOLITAN COUNCIL/METRO TRANSIT PAYMENT REQUEST NO.________ FOR ENGINEERING/CONSULTANT CONTRACTS _____ Interim Payment Request _____ Final Payment Request (NOTE: DIVERSITY OFFICE SIGN OFF REQUIRED FOR FINAL PAY REQUESTS ON FEDERALLY FUNDED PROJECTS) (NOTE: CONTRACTS SIGNOFF REQUIRED FOR FINAL PAY REQUESTS ON CONSTRUCTION CONTRACTS) PAY TO: DATE: ADDRESS:PERIOD FROM:TO: CONTRACT #WO # INVOICE #DATE PROJECT NAME: PROJ # CONTRACT SUMMARY: ORIGINAL CONTRACT AMOUNT -$ AMENDMENT #1 -$ AMENDMENT #2 -$ AMENDMENT #3 -$ NET CHANGES(SUBTOTAL)-$ REVISED CONTRACT AMOUNT -$ AMOUNT OF PAYMENT: TOTAL EARNED TO DATE -$ LESS AMOUNT PAID OR BILLED PREVIOUSLY -$ AMOUNT DUE THIS PAYMENT -$ CERTIFICATION BY CONTRACTOR METROPOLITAN COUNCIL CERTIFICATIONCERTIFICATION BY CONTRACTOR METROPOLITAN COUNCIL CERTIFICATION By___________________________________ By ________________________________ __________ Contractor’s/Consultant’s Authorized Representative Date Project Manager Date By ________________________________ __________ Supervisor Date COMPLETE THIS SIGNATURE SECTION FOR FINAL PAY REQUESTS ONLY ____ Federal Funding Applies By___________________________________ ________ By___________________________________ ________ Diversity Office Representative Date Contracts Office Representative Date ACCOUNT CHART FIELD PROJECT/FUND CODE APPROVAL: Account Fund Dept Prog Class Project Amount (finance dept use only) -$ COMMENTS: By ______________________ Grants Analyst ______________ Date This section is required to be completed to document any processing delays. Note the Council is legally required to make payment within as specified period or pay interest to the vendor. Documentation of all delays is imperative in determining whether or not the interest charge applies. NOTE: Blanket PO/Release PO required for all payments METROPOLITAN COUNCIL DIVERSITY/EEO CERTIFICATION (final pay requests for federally-funded projects only)METRO TRANSIT CONTRACTS (receipt of Form IC 134 and other close-out documents) I hereby certify that I have prepared or examined this claim for work performed during the period for which this payment claim has been made and that the Contractor is entitled to payment of the claim Under the terms of the contract I hereby certify that the above services have been performed and that this claim is just and correct and no part of it has been paid ECHO DRAW # H:\Exec\Grants\GRANTS DEPARTMENT\Training\ManagingFederallyFunded Projects\Manual\ 21. Nonconstruction_Payment_Claim_Form.xls FORM C-22A slhonigman 8/15/2012 12:59 PM City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 33 BLANKET PO__________________ RELEASE PO_____________________FORM C-21A METROPOLITAN COUNCIL/METRO TRANSIT PAYMENT REQUEST NO.________ FOR CONSTRUCTION WORK/SERVICES _____ Interim Payment Request _____ Final Payment Request (NOTE: DIVERSITY OFFICE SIGN OFF REQUIRED FOR FINAL PAY REQUESTS ON FEDERALLY FUNDED PROJECTS) (NOTE: CONTRACTS SIGNOFF REQUIRED FOR FINAL PAY REQUESTS ON CONSTRUCTION AND CONTRACTS) PAY TO: DATE: ADDRESS:PERIOD FROM:TO: CONTRACT #WO # INVOICE #DATE PROJECT NAME: Wall- FTH PROJ #62313 CONTRACT SUMMARY: ORIGINAL CONTRACT AMOUNT -$ CHANGE ORDERS TO DATE (CO#1 through _______):-$ REVISED CONTRACT AMOUNT -$ RETAINAGE : PREVIOUS RETAINAGE -$ THIS PAYMENT RETAINAGE -$ TOTAL RETAINAGE -$ AMOUNT OF PAYMENT: TOTAL EARNED TO DATE -$ AMOUNT RETAINED (_____%)-$ LESS AMOUNT PAID OR BILLED PREVIOUSLY -$ Support Facilities Security and Retaining AMOUNT DUE THIS PAYMENT -$ CERTIFICATION BY CONTRACTOR METROPOLITAN COUNCIL CERTIFICATION By___________________________________ By ________________________________ __________ Contractor’s/Consultant’s Authorized Representative Date Council’s Authorized Representative/ Project Manager Date By ________________________________ __________ Project Manager/Supervisor Date COMPLETE THIS SIGNATURE SECTION FOR FINAL PAY REQUESTS ONLY ____ Federal Funding Applies By___________________________________ ________By___________________________________ ________ Diversity Office Representative Date Contracts Office Representative Date ACCOUNT CHART FIELD PROJECT/FUND CODE APPROVAL: Account Fund Dept Prog Class Project Amount (finance dept use only) COMMENTS: By ______________________ Grants Analyst ______________ Date This section is required to be completed to document any processing delays. Note the Council is legally required to make payment within as specified period or pay interest to the vendor. Documentation of all delays is imperative in determining whether or not the interest charge applies. NOTE: Blanket PO/Release PO required for all payments METROPOLITAN COUNCIL DIVERSITY/EEO CERTIFICATION (final pay requests for federally-funded projects only)METRO TRANSIT CONTRACTS (receipt of Form IC 134 and other close-out documents) I hereby certify that I have prepared or examined this claim for work performed during the period for which this payment claim has been made and that the Contractor is entitled to payment of the claim Under the terms of the contract I hereby certify that the above services have been performed and that this claim is just and correct and no part of it has been paid ECHO DRAW # H:\Exec\Grants\GRANTS DEPARTMENT\Training\ManagingFederallyFunded Projects\Manual\ 22. Construction Pay Claim.xls FORM C-21A slhonigman 8/15/2012 12:59 PM City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 34 Exhibit C Page 1 of 18 EXHIBIT C SPECIFIC FEDERAL TRANSIT ADMINISTRATION (FTA) CLAUSES The provisions of this exhibit are required because this Agreement is funded in whole or in part by the United States Department of Transportation (USDOT), Federal Transit Administration. The requirements in this exhibit are in addition to and, unless inconsistent and irreconcilable, do not supplant requirements found elsewhere in this Agreement. If any requirement of this exhibit is inconsistent with a provision found elsewhere in this Agreement and is irreconcilable with such provision, the requirement in this exhibit shall prevail. For the purposes of this exhibit, the term “CONTRACTOR” shall refer to the “City” and any independent contractors retained by the “City” under this Agreement. Also for the purposes of this exhibit, the term “Contract” shall refer to this Agreement and those entered into by the City for the purpose of this Agreement. 1. False Statements or Claims and Related Acts. The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. Section 3801 et seq., and USDOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of this Contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Contract or the FTA-assisted project for which this work is being performed. In addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems appropriate. The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. Chapter 53, the Federal Government reserves the right to impose the penalties of 18 U.S.C. Section 1001 and 49 U.S.C. Section 5307(k)(1) and 49 U.S.C. Section5323(l), or other applicable federal law, on the CONTRACTOR, to the extent the Federal Government deems appropriate. The CONTRACTOR agrees to include the above language in each subcontract financed in whole or in part with Federal assistance provided by the FTA under this Contract, modified only to identify the subcontractor that will be subject to the provisions. 2. Access to 3rd Party Contract Records. The CONTRACTOR agrees to provide the COUNCIL, the FTA Administrator, the Comptroller General of the United States, and any of their authorized representatives access to any books, documents, papers and records of the CONTRACTOR which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts, and transcriptions. 3. Changes to Federal Requirements. The CONTRACTOR shall comply with the required FTA clauses set forth in this Contract and with all applicable FTA regulations, policies, City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 35 Exhibit C Page 2 of 18 procedures and directives including, without limitation, those listed directly or by reference in the agreement between the COUNCIL and FTA. The CONTRACTOR's failure to comply with applicable FTA regulations, policies, procedures, and directives, as they may be amended or promulgated from time to time during the term of this Contract, shall constitute a material breach of this Contract. 4. Civil Rights. The following requirements apply to this Contract: A. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the CONTRACTOR agrees to comply with applicable federal implementing regulations and other implementing requirements FTA may issue. B. Equal Employment Opportunity. The following equal employment opportunity requirements apply to this Contract: i. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and federal transit laws at 49 U.S.C. § 5332, the CONTRACTOR agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 42 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Contract. The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. ii. Age. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 36 Exhibit C Page 3 of 18 iii. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue. C. Inclusion in Subcontracts. The CONTRACTOR agrees to include the requirements of this Section 4 in each subcontract under this Contract, modified only to identify the subcontractor that will be subject to the provisions. 5. Executive Order/Special DOL EEO Clauses. The provisions of this section 5 apply only if the value of a subsequent construction contract exceeds ten thousand dollars ($10,000). During the performance of this Contract, the CONTRACTOR agrees as follows: A. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONTRACTOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the COUNCIL setting forth the provisions of this nondiscrimination clause. B. The CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex or national origin. C. The CONTRACTOR shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the COUNCIL, advising the labor union or workers’ representative of the CONTRACTOR’s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. The CONTRACTOR shall comply with all provisions of Executive Order No. 11246 of September 24, 1965, and all of the rules, regulations, and relevant orders of the Secretary of Labor. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 37 Exhibit C Page 4 of 18 E. The CONTRACTOR shall furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to its books, records, and accounts by the COUNCIL and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. F. In the event of the CONTRACTOR’s noncompliance with the nondiscrimination clauses of this Contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. G. The CONTRACTOR shall include the provisions of paragraphs A through G of this section 5 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The CONTRACTOR shall take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. 6. Disadvantaged Business Enterprise (“DBE”). (FTA funding with no DBE Goal) A. Nondiscrimination. Pursuant to 49 CFR section 26.13, the CONTRACTOR, sub- recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONTRACTOR to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as the COUNCIL deems appropriate. The CONTRACTOR shall include this requirement in all subcontracts pursuant to this Contract. B. Prompt Payment. The CONTRACTOR agrees to pay subcontractors within ten (10) calendar days of the CONTRACTOR’s receipt of payment from the COUNCIL for undisputed services provided by the subcontractor. The CONTRACTOR agrees to pay subcontractors all undisputed retainage payments within ten (10) calendar days of the CONTRACTOR’s receipt of payment of retainage from the COUNCIL. The CONTRACTOR shall not postpone or delay any undisputed payments owed subcontractors without good cause and without prior written consent of the COUNCIL. The CONTRACTOR agrees to include in all subcontracts a provision requiring the use of appropriate alternative dispute resolution mechanisms to resolve City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 38 Exhibit C Page 5 of 18 payment disputes. The CONTRACTOR will not be reimbursed for work performed by subcontractors unless and until the CONTRACTOR ensures that subcontractors are promptly paid for work they have performed. Failure to comply with the provisions of this section may result in the COUNCIL finding CONTRACTOR in noncompliance with the DBE provisions of this Contract. -OR- 6. Disadvantaged Business Enterprise (“DBE”). (FTA funding with DBE goal) A. Nondiscrimination. Pursuant to 49 CFR section 26.13, the CONSULTANT, sub- recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as the COUNCIL deems appropriate. The CONSULTANT shall include this requirement in all subcontracts pursuant to this Contract. B. Prompt Payment. The CONSULTANT agrees to pay subcontractors within ten (10) calendar days of the CONSULTANT’s receipt of payment from the COUNCIL for undisputed services provided by the subcontractor. The CONSULTANT agrees to pay subcontractors all undisputed retainage payments within ten (10) calendar days of the CONSULTANT’s receipt of payment of retainage from the COUNCIL. The CONSULTANT shall not postpone or delay any undisputed payments owed subcontractors without good cause and without prior written consent of the COUNCIL. The CONSULTANT agrees to include in all subcontracts a provision requiring the use of appropriate alternative dispute resolution mechanisms to resolve payment disputes. The CONSULTANT will not be reimbursed for work performed by subcontractors unless and until the CONSULTANT ensures that subcontractors are promptly paid for work they have performed. Failure to comply with the provisions of this section may result in the COUNCIL finding CONSULTANT in noncompliance with the DBE provisions of this Contract and the imposition of Administrative Sanctions described in paragraph F below. C. DBE Good Faith Efforts. During the term of this Contract, the CONSULTANT will continue to make good faith efforts to ensure that DBEs have maximum opportunity to successfully perform under the Contract, and that the CONSULTANT meets its DBE commitment as set forth in its proposal. These efforts shall include, without limitation, the following: i. If CONSULTANT requests substitution of a DBE subcontractor or supplier listed in its List of Proposed DBEs, the CONSULTANT shall exert good faith efforts to replace the DBE firm with another DBE firm subject to approval of the COUNCIL’s Project Manager. ii. CONSULTANT shall not terminate for convenience any DBE subcontractor or supplier listed in its List of Proposed DBEs (or an approved substitute DBE firm) and then perform the work itself or with its affiliates without prior written consent of the COUNCIL. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 39 Exhibit C Page 6 of 18 iii. If a DBE subcontractor or supplier is terminated or fails to complete its work on the contract for any reason, CONSULTANT shall make good faith efforts to find another DBE firm to substitute for the original DBE firm. iv. The dollar amount of amendments or any other contract modifications that increase or decrease the work area in which DBE participation has been committed to in the CONSULTANT’s proposal will be commensurately added to or subtracted from the total contract base figure used to compute actual dollars paid to DBEs. Revised total contract dollar values shall be reflected in the monthly progress report submitted to the COUNCIL. v. Failure to comply with the provisions of this section may result in the COUNCIL finding CONSULTANT in noncompliance with the DBE provisions of this contract and the imposition of Administrative Sanctions described in paragraph F below. D. Reporting. The CONSULTANT will submit, on a monthly basis or along with any payment request submitted to the COUNCIL, a DBE Progress/Payment report which reflects all DBE payment activity during the invoicing period. Payment requests will not be reimbursed unless or until this report is submitted. E. Review of Good Faith Efforts. i. The COUNCIL’s office of Diversity and Equal Opportunity will review the CONSULTANT’s monthly DBE progress reports to monitor and determine whether the utilization of DBE firms is consistent with the commitment of CONSULTANT as stated in its proposal. ii. If it is determined that the CONSULTANT’s DBE utilization under the contract is not consistent with its commitment, the CONSULTANT will be requested, in writing, to submit evidence of its good faith efforts to meet the commitment. The CONSULTANT shall be given ten (10) working days to submit this documentation. Failure to respond shall place the CONSULTANT in non-compliance and subject to imposition of Administrative Sanctions as described in paragraph F below. iii. The CONSULTANT’s good faith efforts documentation will then be reviewed for accuracy, sufficiency and internal consistency. COUNCIL staff shall make a determination as to the adequacy of the CONSULTANT’s good faith efforts documentation and so inform the CONSULTANT. If it is determined that the CONSULTANT’s good faith efforts documentation is acceptable, the CONSULTANT will be deemed to be in compliance with the DBE utilization goals. iv. If it is determined that the CONSULTANT’s good faith efforts documentation is not acceptable, the CONSULTANT will be notified and be deemed to be in non- compliance with the DBE utilization goals. v. Non-compliance by the CONSULTANT with the requirements of federal DBE regulations (49 CFR Part 26) constitutes a breach of Contract and may result in imposition of Administrative Sanctions as described in paragraph F below. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 40 Exhibit C Page 7 of 18 F. Administrative Sanctions. i. If the COUNCIL deems the CONSULTANT to be in non-compliance with the DBE requirements of this contract, the COUNCIL will inform the CONSULTANT in writing, by certified mail, that sanctions shall be imposed for failure to meet DBE utilization goals and/or failure to submit documentation of good faith efforts. The notice will state the specific sanction to be imposed. ii. The CONSULTANT has five (5) working days from the date of the notice to file a written appeal to the COUNCIL’s Regional Administrator. Failure to respond within the five (5) day period shall constitute a waiver of appeal. The Regional Administrator or designee, at his or her sole discretion, may schedule a hearing to gather additional facts and evidence and shall issue a final determination on the matter within five (5) working days of receipt of the written appeal. There shall be no right of appeal to the COUNCIL’s governing board. iii. Sanctions may include, without limitation: 1) suspension of payment to the CONSULTANT for work that was identified to be performed by a DBE at the time of contract award, or of any monies held by the COUNCIL as retained on the Contract; denial to the CONSULTANT (including its principal and key personnel) of the right to participate in future contracts of the COUNCIL for a period of up to three years; and/or termination of the Contract for cause. 7. Incorporation of FTA Terms. Specific provisions in this Contract include, in part, certain standard terms and conditions required by USDOT, whether or not expressly set forth in the Contract provisions. All contractual provisions required by USDOT, as set forth in 49 CFR section 18.36 and FTA Circular 4220.1F are hereby incorporated by reference. Notwithstanding anything to the contrary in this Contract, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any COUNCIL requests which would cause the COUNCIL to be in violation of the FTA terms and conditions. 8. Integrity Certification/Debarment & Suspension. The provisions of this Section apply only if the amount of this Contract (including the value of any amendments thereto) exceeds $25,000. By signing this Contract, the CONTRACTOR certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract by any Federal department or agency. This certification is a material representation of fact upon which the COUNCIL relies in entering this Contract. If it is later determined that the CONTRACTOR knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. The CONTRACTOR shall provide to the COUNCIL immediate written notice if at any time the CONTRACTOR learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 9. Buy America. The provisions of this Section apply only if the amount of this Contract (including the value of any amendments thereto) exceeds $100,000. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 41 Exhibit C Page 8 of 18 The CONTRACTOR agrees to comply with 49 U.S.C. Section 5323(j) and 49 C.F.R. Part 661, which provide that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. Section 661.7. 10. Certification of Restrictions on Lobbying; Disclosure. The provisions of this Section apply only if the amount of this Contract (including the value of any amendments thereto) is equal to, or exceeds $100,000. The CONTRACTOR certifies that no federal appropriated funds have been paid or will be paid by or on behalf of the CONTRACTOR for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. The certification of this compliance ("Lobbying Restriction Certification") submitted by CONTRACTOR in connection with this project is incorporated in, and made a part of, this Contract. The CONTRACTOR further certifies that, if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee or any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the projects funded by the funds allocated to the CONTRACTOR in this agreement, the CONTRACTOR shall complete and submit to the COUNCIL, Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. The CONTRACTOR certifies that it will require the language of this certification be included in the award documents for any subcontracts equal to or in excess of $100,000.00 under this agreement, and that all subcontractors shall certify and disclose accordingly to the CONTRACTOR. All certifications and disclosures shall be forwarded to the COUNCIL by the CONTRACTOR. The certifications referred to in this Section (including the "Lobbying Restriction Certification" submitted by CONTRACTOR in connection with this project and incorporated in, and made a part of, this Contract) are material representations of fact upon which the COUNCIL relies when this Contract is made. 11. Clean Air. The provisions of this Section apply only if the amount of this Contract (including the value of any amendments thereto) exceeds $100,000. The CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. section 7401 et seq. The CONTRACTOR agrees to report each violation to the COUNCIL and understands and agrees that the COUNCIL will, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. The City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 42 Exhibit C Page 9 of 18 CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 12. Clean Water. The provisions of this Section apply only if the amount of this Contract (including the value of any amendments thereto) exceeds $100,000. The CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq. The CONTRACTOR agrees to report each violation to the COUNCIL and understands and agrees that the COUNCIL will, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. The CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 13. Cargo Preference. The CONTRACTOR agrees: (a) to use privately-owned United States- Flag commercial vessels to ship at least fifty percent (50%) of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; (b) to furnish within twenty (20) working days following the date of loading for shipments originating within the United States or within thirty (30) working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, “on-board” commercial ocean bill of lading in English for each shipment of cargo described in the preceding paragraph (a) to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the COUNCIL (through the CONTRACTOR in the case of a lower-tier participating subcontractors bill of lading); and (c) to include these requirements in all subcontracts issued pursuant to this Contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 14. Fly America Requirements. The CONTRACTOR agrees to comply with 49 U.S.C. 40118 (the “Fly America Act”) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The CONTRACTOR shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The CONTRACTOR agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Clause 15 applies to the construction, alteration, and/or repair (including painting or decorating) of public buildings or public works. 15. Davis-Bacon and Copeland Anti-Kickback Act. A. Minimum Wages. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 43 Exhibit C Page 10 of 18 i. All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 C.F.R. Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached as an exhibit and made a part of this Contract, regardless of any contractual relationship which may be alleged to exist between the CONTRACTOR and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such labors or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination and the Davis-Bacon poster (WH-1321) shall be posted at all times by the CONTRACTOR and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. ii. Whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the CONTRACTOR shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. iii. If the CONTRACTOR does not make payments to a trustee or other third person, the CONTRACTOR may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the CONTRACTOR, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the CONTRACTOR to set aside in a separate account assets for the meeting of obligations under the plan or program. iv. Non-listed class wage determinations (A) The COUNCIL's Project Manager shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 44 Exhibit C Page 11 of 18 wage determination. The COUNCIL's Project Manager shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: 1. The work to be performed by the classification requested is not performed by a classification in the work determination; and 2. The classification is utilized in the area by the construction industry; and 3. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the CONTRACTOR and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the COUNCIL's Project Manager agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the COUNCIL's Project Manager to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the COUNCIL's Project Manager or will notify the COUNCIL's Project Manager within the 30-day period that additional time is necessary. (C) In the event the CONTRACTOR, the laborers or mechanics to be employed in the classification or their representatives, and the COUNCIL's Project Manager do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the COUNCIL's Project Manager shall refer the questions, including the views of all interested parties and the recommendation of the COUNCIL's Project Manager, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the COUNCIL's Project Manager or will notify the COUNCIL's Project Manager within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to the paragraphs (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. B. Withholding. The COUNCIL shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the CONTRACTOR under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the CONTRACTOR or any subcontractor the full amount of wages required by the City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 45 Exhibit C Page 12 of 18 contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the COUNCIL may, after written notice to the CONTRACTOR, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. C. Payrolls and Basic Records. i. Payrolls and basic records relating thereto shall be maintained by the CONTRACTOR during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. If the CONTRACTOR employs apprentices or trainees under approved programs, the CONTRACTOR shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. ii. Certified Payrolls (A) The CONTRACTOR shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the COUNCIL for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR Part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The CONTRACTOR is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the CONTRACTOR or subcontractor or his or her City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 46 Exhibit C Page 13 of 18 agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: 1. That the payroll for the payroll period contains the information required to be maintained under 28 CFR Part 5 and that such information is correct and complete; 2. That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR Part 3; 3. That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the CONTRACTOR or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. iii. The CONTRACTOR or subcontractor shall make the records required under paragraph C. i. of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the CONTRACTOR or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the CONTRACTOR, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. D. Apprentices and Trainees. i. Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 47 Exhibit C Page 14 of 18 The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the CONTRACTOR as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where the CONTRACTOR is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the CONTRACTOR’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the CONTRACTOR will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. ii. Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 48 Exhibit C Page 15 of 18 determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the CONTRACTOR will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. iii. Equal Employment Opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. E. Compliance with Copeland Act Requirements. The CONTRACTOR shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this Contract. F. Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The CONTRACTOR shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. G. Contract Termination: Debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the Contract, and for debarment as a CONTRACTOR and a subcontractor as provided in 29 CFR 5.12. H. Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are incorporated by reference in this Contract. I. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the CONTRACTOR (or any of its subcontractors) and the COUNCIL, the U.S. Department of Labor, or the employees or their representatives. J. Certification of Eligibility. i. By entering into this Contract, the CONTRACTOR certifies that neither it nor any person or firm who has an interest in the CONTRACTOR’s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). ii. No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 49 Exhibit C Page 16 of 18 iii. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 16. Contract Work Hours and Safety Standards Act. A. Overtime Requirements. No CONTRACTOR or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek, unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. B. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (A) of this section, the CONTRACTOR and any subcontractor responsible for a violation shall be liable for the unpaid wages. In addition, the CONTRACTOR and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (A) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (A) of this section. C. Withholding for Unpaid Wages and Liquidated Damages. The COUNCIL shall, upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the CONTRACTOR or subcontractor under this contract or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of the CONTRACTOR or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (B) of this section. D. Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the clauses set forth in this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The CONTRACTOR shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section. E. Safety Standards. i. General Requirement. The CONTRACTOR agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C., section 333, and applicable Department of Labor regulations, “Safety and Health Regulations for Construction” 29 C.F.R., Part 1926. Among other things, the CONTRACTOR agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. ii. Subcontracts. The CONTRACTOR also agrees to include the requirements of this paragraph in each subcontract. The term "subcontract" under this paragraph is considered to refer to a person who agrees to perform any part of the labor or City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 50 Exhibit C Page 17 of 18 material requirements of a contract for construction, alteration or repair. A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor" under this paragraph if the work in question involves the performance of construction work and is to be performed: (1) directly on or near the construction site, or (2) by the employer for the specific project on a customized basis. Thus, a supplier of materials which will become an integral part of the construction is a "subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor." The requirements of this paragraph do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market. 17. Seismic Safety Requirements. The CONTRACTOR agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR part 41 and will certify compliance to the extent required by the regulation. The CONTRACTOR also agrees to ensure that all Work performed under this agreement including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 18. Energy Conservation. The CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the federal Energy Policy and Conservation Act. CONTRACTOR also agrees, pursuant to 49 C.F.R. 633.15, to provide the FTA Administrator or the Administrator’s authorized representatives, including any project management oversight (PMO) contractor, access to CONTRACTOR’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)(1), which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309, or 5311. The CONTRACTOR agrees to permit any of the foregoing parties to reproduce such documents by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. In addition to any requirements for maintenance of project records and documents in other sections of this Contract, CONTRACTOR agrees to maintain such records and documents until the FTA Administrator, the Comptroller General, or any of their duly authorized representatives have disposed of all litigation, appeals, claims or exceptions arising from the performance of this Contract 19. Recovered/Recycled Materials. The CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 51 Exhibit C Page 18 of 18 20. National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, the CONTRACTOR agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and to comply with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and other Federal requirements that may be issued. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 52 Disadvantaged Business Enterprise Program Office of Equal Opportunity 390 Robert St North, St. Paul, MN 55101 Phone: (651) 602-1769 | www.metrocouncil.org The Metropolitan Council is a certifying member of the MnUCP City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 53 2 METROPOLITAN COUNCIL DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM 1.0 METROPOLITAN COUNCIL DBE POLICY 1.1 Policy Statement 1.2 Objectives 2.0 DBE PROGRAM DEFINITIONS 3.0 RESPONSIBILITY FOR DBE PROGRAM IMPLEMENTATION 3.1 Duties of DBE Liaison Officer 3.2 Responsibilities of Support Personnel 3.3 Reconsideration Official 4.0 ADMINISTRATIVE REQUIREMENTS (SUBPART B) 4.1 Financial Institutions 4.2 DBE Directory 4.3 Over-concentration of DBEs 5.0 DBE GOALS FOR FEDERALLY-ASSISTED CONTRACTS 5.1 Goal-Setting Methodology 5.2 Transit Vehicle Manufacturers (TVMs) 5.3 Race-Neutral Measures 5.4 Contract Goals 5.5 Good Faith Efforts 5.6 Counting DBE Participation 5.7 Quotas, Set-Asides, and Penalties 6.0 REQUIRED CONTRACT PROVISIONS 6.1 Assurances 6.2 Prompt Payment 6.3 Legal and Contract Remedies 6.4 Contractor Reporting Requirements 7.0 CERTIFICATION STANDARDS (SUBPART D) 7.1 Burdens of Proof 7.2 Group Membership Determinations 7.3 Social and Economic Disadvantage; Statement of Net Worth 7.4 Business Size Determinations 7.5 Ownership Determinations 7.6 Control Determinations 7.7 Considerations City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 54 3 8.0 CERTIFICATON PROCEDURES (SUBPART E) 8.1 Unified Certification Program 8.2 Initial Certification Procedures 8.3 Recertification Procedures 8.4 Denials and Re-Application Procedures 8.5 De-Certifications 8.6 Certification Appeals 9.0 RECORD KEEPING, MONITORING AND ENFORCEMENT 9.1 Bidders List 9.2 Monitoring Payments to DBEs 9.3 Reporting to DOT 9.4 Availability of Records 9.5 Confidentiality of Information 9.6 Cooperation of DBEs 9.7 Intimidation and Retaliation Prohibited Appendix A.1 Individuals Responsible for Program Implementation A.2 Goal Methodology A.3 Public Participation & Outreach City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 55 4 1.0 METROPOLITAN COUNCIL DBE POLICY 1.1 Policy Statement In accordance with 49 CFR sections 26.3, 26.7, 26.21, and 26.23, the Metropolitan Council hereby affirms its policy to utilize businesses owned and controlled by socially and economically disadvantaged individuals in the procurement of goods and services, and the award of contracts. The Metropolitan Council will, in accordance with authority granted by DOT regulations, other federal, state and local laws and ordinances, act affirmatively to create a “level playing field” for Disadvantaged Business Enterprises (DBEs) to achieve the goal of equal opportunity. The Metropolitan Council recognizes that creating a “level playing field” for DBEs can only be achieved through the energetic implementation of this plan and the commitment of all Metropolitan Council employees, committees and contractors to the goals of equal opportunity. This policy statement will be circulated throughout the Metropolitan Council’s organization, and to the DBE and non-DBE business communities that perform work on the Metropolitan Council’s DOT-assisted contracts. It will be printed and made available through the Metropolitan Council’s Regional Data Center and will be mailed free upon request to any individual. In addition, it is the policy of the Metropolitan Council to not: 1. Exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by this program on the basis of race, color, sex, or national origin. 2. In administering the DBE program, directly or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing the accomplishment of the objectives of the program with respect to individuals of a particular race, color, sex, or national origin. 1.2 Objectives In accordance with 49 CFR section 26.1, the objectives of the Metropolitan Council’s DBE program are: 1. To ensure nondiscrimination in the award and administration of DOT-assisted contracts in the Metropolitan Council’s financial assistance programs. 2. To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts. 3. To ensure that the Department’s DBE program is narrowly tailored in accordance with applicable law. 4. To ensure that only firms that fully meet this program’s eligibility standards are permitted to participate as DBEs. 5. To remove barriers to the participation of DBEs in DOT-assisted contracts. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 56 5 6. To assist the development of firms that can compete successfully in the marketplace outside the DBE program. 7. To utilize the flexibility accorded by Federal financial assistance to establish and provide opportunities for DBEs. 2.0 METROPOLITAN COUNCIL PROGRAM DEFINITIONS In accordance with 49 CFR section 26.5, the following definitions apply to the Metropolitan Council’s DBE program. AFFILIATION As defined in the Small Business Administration (SBA) regulations, 13 CFR part 121: 1. Except as otherwise provided in 13 CFR part 121, concerns are affiliates of each other when, either directly or indirectly: a. One concerns controls or has the power to control the other; b. A third party or parties controls or has the power to control both; or c. An identity of interest between or among parties exists such that affiliation may be found. 2. In determining whether affiliation exists, it is necessary to consider all appropriate factors, including common ownership, common management, and contractual relationships. Affiliates must be considered together in determining whether a concern meets small business size criteria and the statutory cap on the participation of firms in the DBE program. AFFIRMATIVE ACTION Specific and positive activities undertaken by the Metropolitan Council and its contractors to eliminate discrimination and its effects, to ensure nondiscriminatory results and practices in the future, and to involve disadvantaged business enterprises fully in contracts and programs funded by the DOT. ALASKA NATIVE A citizen of the United States who is a person of one-fourth degree or more Alaskan Indian (including Tsimshian Indians not enrolled in the Metlaktla Indian Community), Eskimo, or Aleut blood, or a combination of those bloodlines. The term includes, in the absence of proof of a minimum blood quantum, any citizen whom a Native village or Native group regards as an Alaska Native if their father or mother is regarded as an Alaska Native. ALASKA NATIVE CORPORATION Any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.). APPEAL A formal filing by a business entity who has been denied certification by the Minnesota Unified Certification Program (MnUCP) as a Disadvantaged Business Enterprise (DBE). City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 57 6 APPLICANT One who submits an application, request, or plan to be approved by a departmental official or by a primary recipient as a condition of eligibility for DOT financial assistance; and application means such an application, request, or plan. CHALLENGE A formal filing by a third party to rebut the presumption that a particular business meets the definition of DBE. COMMERCIALLY USEFUL FUNCTION Work performed by a DBE firm in a particular transaction that in light of industry practices and other relevant considerations, has a necessary and useful role in the transaction, i.e., the firm’s role is not a superfluous step added in an attempt to obtain credit toward goals. If, in the Metropolitan Council’s judgement, the firm (even though an eligible DBE) does not perform a commercially useful function in the transaction, no credit toward the goal may be awarded. COMPLIANCE The condition existing when a recipient or contractor has correctly implemented the requirements of the program. CONTRACT A legally binding relationship or any modification thereof obligating the seller to furnish supplies or services, including construction, and the buyer to pay for them. [For purposes of this part, a lease is a contract]. CONTRACTING OPPORTUNITY Any decision by the Metropolitan Council, Council sub- recipients or its contractors to institute a procurement action to obtain a product or service commercially (as opposed to intergovernmental actions). CONTRACTOR One who participates, through a contract or subcontract (at any tier), in a DOT- assisted highway, transit, or airport program covered by this part; and includes lessees. DBE DIRECTORY The MnUCP list of Certified and Denied Firms which is used by the Metropolitan Council, Council sub-recipients and its contractors (at any tier) to identify DBE potential primes, subcontractors and suppliers. DEPARTMENT OR DOT The U.S. Department of Transportation, including the Office of the Secretary, the Federal Highway Administration (FHA), the Federal Transportation Agency (FTA), and the Federal Aviation Administration (FAA). DISADVANTAGED BUSINESS ENTERPRISE (DBE) A for-profit small business concern:  That is at least 51% owned by one or more individuals who are both socially and economically disadvantaged; or in the case of a corporation, in which at least 51% of the stock is owned by one or more such individuals; and  Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.  Meets all other eligibility criteria required under 49 CFR Part 26. DOT-ASSISTED CONTRACT Any contract or modification of a contract between the Metropolitan Council, Council sub-recipient or contractor (at any tier) that is funded for in whole City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 58 7 or in part with DOT financial assistance, including letters of credit or loan guarantees, except a contract solely for the purchase of land. EQUAL OPPORTUNITY The requirements of non-discrimination in employment with regard to race, religion, creed, color, national origin, ancestry, physical handicap, medical condition, age, marital status, or sex, and in accordance with Government Code, Section 12490. GOAL The annual percentage of DOT-assisted dollars intended to be awarded to DBEs. The annual overall DBE goal is achieved through a combination of race-neutral and race-conscious measures, including contract-specific goals. GOOD FAITH EFFORTS Efforts to achieve a DBE goal or other requirement of the program, which by their scope, intensity, and appropriateness to the objective, can be expected to fulfill the program requirement. IMMEDIATE FAMILY MEMBER Father, mother, husband, wife, son, daughter, brother, sister, grandmother, grandfather, grandson, granddaughter, mother-in-law, or father-in-law. INDIAN TRIBE Any Indian tribe, band, nation, or other organized group or community of Indians, including any ANC, which is recognized as eligible for the special programs and services provided by the United States to Indians because of their status as Indians, or is recognized as such by the State in which the tribe, band, nation, group, or community resides. See definition of “tribally-owned concern” in these definitions. JOINT DEVELOPMENT The planning and implementation of an income producing real estate development which is adjacent to or physically related to an existing or proposed public transportation facility (e.g. transit station, Park and Ride, or bus facility). JOINT VENTURE An association of a DBE firm and one or more other firms to carry out a single for profit business enterprise, for which the parties contribute their property, capital, efforts, skills, and knowledge, and in which the DBEs responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital, contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest. LESSEE A business or person that leases, or is negotiating to lease, property from a recipient or the department on the recipient’s or department’s facility for the purpose of operating a transportation-related activity or for the provision of goods or services to the facility or to the public on the facility. LEVEL PLAYING FIELD The objective of the DOT and Metropolitan Council DBE program; wherein an environment is created to achieve the level of participation by DBEs that would reasonably be expected in the absence of discrimination. MANUFACTURER A business that operates, or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the contractor. MINORITY A person who is a U.S. citizen or lawful permanent resident of the U.S. and who is a: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 59 8 a. “Black American”, which includes persons having origins in any of the black racial groups of Africa. b. “Hispanic American”, which includes persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race. c. “Native American”, which includes persons that are American Indians, Eskimos, Aleuts or Native Hawaiians. d. “Asian-Pacific American”, which includes persons whose origins are from Japan, China, Taiwan, Korea, Burma (Mayanmar), Vietnam, Laos, Cambodia (Kampuchea), Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kiribati, Tuvalu, Nauru, Federated States of Micronesia, Hong Kong; e. “Subcontinent Asian Americans”, which includes persons whose origins are from India, Pakistan, Bangladesh, Bhutan, the Maldives Islands, Nepal, or Sri Lanka; NATIVE HAWAIIAN Any individual whose ancestors were natives, prior to 1778, of the area which now comprises the State of Hawaii. NATIVE HAWAIIAN ORGANIZATION Any community service organization serving Native Hawaiians in the State of Hawaii which is a not-for-profit organization chartered under the State of Hawaii, is controlled by Native Hawaiians, and whose business activities will principally benefit such Native Hawaiians. NONCOMPLIANCE The condition existing when a recipient or contractor has not correctly implemented the requirements of the program. OPERATING ADMINISTRATION OR OA Any of the following parts of the DOT: the Federal Aviation Administration (FAA), Federal Highway Administration (FHWA), and Federal Transit Administration (FTA). The “Administrator” of an operating administration includes his or her designees. PERSONAL NET WORTH The net value of the assets of an individual remaining after total liabilities are deducted. An individual’s personal net worth does not include the individual’s ownership interest in an applicant or participating DBE firm; or the individual’s equity in his or her primary place of residence. An individual’s personal net worth includes only his or her own share of assets held jointly or as community property with the individual’s spouse. PRE-BID/PRE-PROPOSAL CONFERENCE A meeting held by the Metropolitan Council, prior to the bid/proposal closing date of a particular project, at which prospective bidders/proposers are advised of Metropolitan Council specification requirements, which include DBE provisions. PRE-BID/PRE-CONSTRUCTION CONFERENCE A meeting held by the Metropolitan Council prior to solicitation at which the prospective prime contractors are advised of its federal compliance obligations and other technical & administrative requirements. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 60 9 PREPONDERANCE OF THE EVIDENCE The standard of evidence used in DBE eligibility criteria. Pertains to the total context of factual submissions. PRIMARY INDUSTRY CLASSIFICATION The four-digit Standard Industrial Classification (SIC) code designation which best describes the primary business of a firm. The SIC code designations are described in the Standard Industry Classification Manual. As the North American Industrial Classification System (NAICS) replaces the SIC system, references to SIC codes and the SIC Manual are deemed to refer to the NAICS manual and applicable codes. The SIC Manual and the NAICS Manual is available through its web site (www.ntis.gov/naics). PRIMARY RECIPIENT A recipient who receives DOT financial assistance and passes some or all of this assistance on to another recipient. PRINCIPAL PLACE OF BUSINESS The business location where the individuals who manage the firm’s day-to-day operations spend most working hours and where top management’s business records are kept. If the offices from which management is directed and where business records are kept are in different locations, the recipient will determine the principal place of business for DBE program purposes. PROGRAM Any undertaking by a recipient to use DOT financial assistance, and includes the entire activity any part of which receives DOT financial assistance. RACE-CONSCIOUS MEASURE OR PROGRAM One that is focused specifically on assisting only DBEs, including women-owned DBEs. RACE-NEUTRAL MEASURE OR PROGRAM One that is, or can be, used to assist all small businesses. For the purposes of this part, race-neutral includes gender-neutrality. REBUTTABLE PRESUMPTION A fact related to DBE eligibility criteria that is held to meet the standards of eligibility unless proven otherwise. RECIPIENT Any entity, public or private, to which DOT financial assistance is extended, whether directly or through another recipient, through the programs of the FAA, FHWA, or FTA, or who has applied for such assistance. REGULAR DEALER A firm that owns, operates or maintains a store, warehouse or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular dealer, the firm must engage in, as its principal business, and in its own name, the purchase and sale of the products in question. A regular dealer in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock, if it owns or operates distribution equipment. Brokers and packagers shall not be regarded as manufacturers or regular dealers within the meaning of this definition. RELATIVE AVAILABILITY The percentage of available DBE firms in light of local circumstances and the number of total available firms. SECRETARY The secretary of transportation or his/her designee. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 61 10 SET-ASIDE A contracting practice restricting eligibility for the competitive award of a contract solely to DBE firms. SMALL BUSINESS ADMINISTRATION OR SBA The United States Small Business Administration. SMALL BUSINESS CONCERN (with respect to firms seeking to participate as DBEs in DOT- assisted contracts) A small business as defined pursuant to Section 3 of the Small Business Act (13 CFR 121), and regulations implementing it, that does not exceed the cap on gross receipts specified in 49 CFR 26.65(6). SOCIALLY AND ECONOMICALLY DISADVANTAGED INDIVIDUALS (for purposes of DOT- assisted projects) Any individual who is a citizen (or lawfully admitted permanent resident) of the United States, and who is: a. Any individual who a recipient finds to be a socially and economically disadvantaged individual on a case-by-case basis; b. Any individuals in the following groups, members of which are rebuttably presumed to be socially and economically disadvantaged: i. Black Americans ii. Hispanic Americans iii. Native Americans iv. Asian-Pacific Americans v. Subcontinent Asian Americans b. Women (regardless of race, ethnicity or origin); or c. Individuals found to be socially and economically disadvantaged by the U.S. SBA pursuant to Section 8(a) of the Small Business Act. The Metropolitan Council will make a rebuttable presumption that individuals in the above groups are socially and economically disadvantaged. The Metropolitan Council may, on a case- by-case basis, determine or accept the determination by another DOT recipient, individuals who are socially and economically disadvantaged in accordance with 49 CFR 26, Appendix E. TRANSIT VEHICLE MANUFACTURER A manufacturer of vehicles used by FTA recipients for the primary program purpose of public mass transportation (e.g. buses, railcars, vans). The term does not apply to firms that rehabilitate old vehicles or to manufacturers of locomotives or ferryboats. The term refers to distributors of or dealers in transit vehicles with respect to requirements of 49 CFR part 23.67 of the regulations. TRIBALLY-OWNED CONCERN Any concern that at least 51% owned by an Indian tribe as defined in these definitions. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 62 11 U.S. DOT REGULATIONS (49 CFR part 23 and part 26) Federal rules and regulations published in the Federal Register dated March 31, 1980; amended April 27, 1981; July 21, 1983; October 21, 1987; and March 4, 1999; by the Department of Transportation, Office of the Secretary; entitled “Participation by [Minority Business Enterprise] in Department of Transportation Programs” and codified at Title 49, Code of Federal Regulations, Part 23. DBE LIAISON OFFICER The official designated by the head of the department element to have overall responsibility for promotion of DBE participation. 3.0 RESPONSIBILITY FOR DBE PROGRAM IMPLEMENTATION 1. The Chair of the Metropolitan Council has overall responsibility for the DBE program, and performs the role of providing policy leadership regarding the involvement of DBEs in the activities of the Metropolitan Council. 2. The Regional Administrator has responsibility for establishing and maintaining a program to promote the Metropolitan Council’s DBE program. This responsibility will be carried out in conjunction with the DBE Liaison Officer. 3. In accordance with 49 CFR section 26.25, the Metropolitan Council has designated its Manager, Office of Diversity and Equal Opportunity as its DBE Liaison Officer, responsible for implementing all aspects of the DBE program. The DBE Liaison Officer shall have direct and independent access to, and direct communication with, the Regional Administrator concerning DBE program matters. 4. Department directors, division directors and managers of operating elements have responsibility for effectively carrying out this policy within their particular departments. The manager of each program shall work in cooperation with the DBE Liaison Officer for the promotion of DBEs in his or her department. Each department director will include DBE contracting efforts as a factor in regular contract review activities. 3.1 Duties of DBE Liaison Officer The responsibilities of the DBE Liaison Officer include: 1. Providing information and recommendations to the Regional Administrator of the Metropolitan Counsel regarding its obligations for compliance with current applicable federal and state law, regulations and local ordinances. 2. Provide information and recommendations directly to the General Manager. This includes: a. Analyzing and revising the DBE Program policies and procedures as necessary. b. Surveying the DBE community for development of goal-setting data and conducting outreach in order to increase business opportunities to DBEs. c. Analyzing Metropolitan Council contract opportunities available of DBEs, and developing annual DBE goals. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 63 12 d. Establishing contract-specific goals. e. Conducting periodic training of Metropolitan Council managers on DBE responsibilities. 3. Maintaining and updating the Metropolitan Council’s DBE directory as provided for in Section 4.2 of this program. 4. Implementing DBE outreach activities as described in Section 5.3 of this program. 5. Monitoring contractor/grantee compliance with DBE commitments, maintaining accurate records, demonstrating DBE efforts and accomplishments, and determining compliance. This includes: a. Issuing periodic reports to the Metropolitan Council’s Contracts & Procurement/Purchasing Unit concerning DBE compliance or non-compliance of contractors and staff with the requirements of this program. b. Attending meetings of the Metropolitan Council at which time these matters are considered; and responding to queries from Metropolitan Council members. c. Compiling DBE statistical and narrative reports for the DOT, the Metropolitan Council, and other public agencies. d. Analyzing and recommending revisions to the DBE policies and procedures for granting and denying DBE certification; monitoring contractors’ compliance with DBE requirements; and recommending sanctions for violation of these requirements. e. Reviewing contractor’s good faith efforts to meet the DBE goal committed to in the bid or proposal throughout the performance of the contract. f. Reviewing and recommending to the Council’s Authorized Representative (CAR) and Project Manager the approval or disapproval of a prime contractor’s request to substitute a DBE. g. Reviewing contractor’s violation of DBE utilization requirements; recommending any appropriate administrative sanctions to be imposed in accordance with 49 CFR part 26; and coordinating imposition of administrative sanctions with the Metropolitan Council’s General Counsel, Contracts & Procurement/Purchasing Unit, and CAR. 6. Coordinating development and implementation of policies and procedures for DBE participation on joint development projects with the Metropolitan Council’s Community Development Department and participating in the proposal evaluation process. 7. Participating on Proposal/Bid Evaluation Teams (PETs). City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 64 13 8. Evaluating bids and proposals for compliance with DBE requirements, including bidder’s good faith efforts. 9. Monitoring contractor’s compliance with DBE utilization goals. 10. Coordinating dispute resolution through process established in partnering workshops with contract representatives, vendors and others regarding DBE program. 11. Ensuring the placement of legal and public notices of the Metropolitan Council’s annual DBE goals pursuant to Section 5.1 of this program. 3.2 Responsibilities of Support Personnel Metropolitan Council personnel from other Departments share the responsibility for ensuring the effective implementation of the DBE program. They shall give their full cooperation and active support to the DBE Liaison and his/her designee(s) in this effort. The performance of all personnel in support of the DBE Program will be evaluated by their superiors as part of their annual performance appraisal. The following are the support personnel.  Legal-General Counsel  Director of Finance/Controller  Director of Internal Audit  Grants Manager  Contract & Procurement Unit  Purchasing Unit  Council Authorized Representative  Metropolitan Council Project Managers 3.2.1 Legal-General Counsel The responsibilities of the Legal-General Counsel in support of the DBE Program include: 1. Addressing legal matters relating to DBE program implementation. 2. Rendering legal opinions regarding the interpretation of DBE bid specifications and contract provisions. 3. Advising the DBE Liaison Officer and the Contract & Procurement/Purchasing Unit regarding matters dealing with imposition of administrative sanctions against contractors who violate DBE provisions. 4. Representing the Metropolitan Council in all litigation matters involving DBE issues. 5. Providing the DBE Liaison Officer with legal opinions relevant to DBE certification. 3.2.2 Director of Finance/Controller The responsibilities of the Director of Finance/Controller in support of the DBE Program include: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 65 14 1. Ensuring the submittal of data to the DBE Liaison Officer to assist in the establishment of contract-specific goals. 2. Conferring with the DBE Liaison Officer to maximize investment of Metropolitan Council funds with DBE financial institutions, and periodically report the progress to the Metropolitan Council. 3. Assisting the DBE Liaison Officer in compiling data to develop the federal funding base for calculation of the annual DBE goals pursuant to Section 5.1of this program. 4. Ensuring maximum participation by DBE financial advisors, investment bankers, and bond counsel through the sale of Revenue Anticipation Notes, Equipment Trust Certificates, and other investment instruments. 3.2.3 Director of Internal Audit The responsibilities of Director of Internal Audit in support of the DBE Program include: 1. Providing audit or investigation assistance to the Manager, Office of Diversity and Equal Opportunity in particularly complex or difficult cases involving potential fraud or false statements on the part of certified DBEs in order to obtain certification. 2. Providing audit or investigation assistance to the Manager, Office of Diversity and Equal Opportunity in particularly complex or difficult cases involving potential fraud or false statements on the part of Metropolitan Council contractors and subcontractors in carrying out their DBE contract obligations. 3.2.4 Grants Manager The responsibilities of the Grants Manager in support of the DBE Program include: 1. Ensuring the submittal of data to the DBE Liaison Officer to assist in the establishment of contract-specific goals. 2. Ensuring that DBE Liaison Officer is notified when DOT programs or funding levels are revised. 3.2.5 Contract & Procurement Unit The responsibilities of the Contract & Procurement Unit in support of the DBE Program include: 1. Ensuring the timely forward of data to the DBE Liaison Officer to assist in the establishment of contract-specific goals, and the monitoring of contractors’ DBE obligations. 2. Maintaining the Bidders List of prime and subcontractors in accordance with 49 CFR section 26.11 and Section 9.1of this program. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 66 15 3. Ensuring that the Contract Initiation Memo (CIM) from the requesting department has been properly routed to the DBE Liaison Officer for determination of contract-specific DBE goals. 4. Providing the DBE Liaison Officer with draft scopes of work for Invitations to Bid (IFBs), Requests for Proposals (RFPs), and Requests for Invitations for Qualifications (RFIQs) to enable goal-setting, outreach and, where applicable, development of appropriate DBE language. 5. Providing the DBE Liaison Officer with copies of all final IFBs, RFPs, RFIQs, purchase orders (POs), mailing lists and advanced notices. 6. Incorporating DBE goals and appropriate DBE and contract compliance language into IFBs, RFPs, and RFIQs. 7. Informing the DBE Liaison Officer of any changes to IFBs, RFPs, RFIQs and POs prior to solicitation. 8. Sending IFBs, RFPs, RFIQs and POs to DBEs referred by the DBE Liaison Officer. 9. Placing IFB, RFP, RFIQ, and PO notices in minority-focused newspapers. 10. Notifying the DBE Liaison Officer of scheduled pre-bid, pre-proposal and pre-construction conferences. 11. Maintaining a computerized vendor listing by commodity codes, race, ethnicity and gender data to assist Procurement and DBE staff in identifying potential DBE vendors/contractors. 12. Ensuring that the DBE Liaison Officer’s designee serves on all formal Proposal/Bid Evaluation Teams. 13. Forwarding copies of bids/proposals to the DBE Liaison Officer for evaluation of compliance with DBE requirements. 14. Incorporating analysis prepared by the DBE Liaison Officer concerning bidders’ and proposers’ conformance with DBE requirements into Metropolitan Council executive summaries (business items) for all contracts or procurements with DBE goals. 15. Maintaining computerized data on purchase orders and contracts to enable compilation of quarterly DOT and other DBE progress reports. 16. Allocating appropriate resources (budget and staff) to participate with Office of Diversity and Equal Opportunity and Equal Opportunity representatives at trade fairs targeted for DBEs. 17. Ensuring that all department staff: a. Receive adequate orientation on DBE policies and procedures. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 67 16 b. Refer all potentially eligible vendors to apply for DBE certification. c. Utilize the Metropolitan Council’s DBE Directory to seek potential vendors. d. Solicit quotes from at least one DBE (in commodities or services where DBEs are identified) for informal procurements. 18. Incorporating applicable DBE provisions into all contracts. 19. Ensuring that RFPs, RFIQs, and IFBs do not contain requirements that may unnecessarily restrict or eliminate DBEs from competing. 20. Facilitating release to DBEs of public documents that provide non-proprietary information on prior winning bids and proposals. 21. Notifying DBE Liaison Officer when the project scope, funding or other changes affecting the attainment of a DBE goal, is made. 3.2.6 Purchasing Units The responsibilities of the Purchasing Unit in support of the DBE Program include: 1. Ensuring the timely submittal of data to the DBE Liaison Officer to assist in the establishment of contract-specific goals, and the monitoring of contractors’ DBE obligations. 2. Maintaining Bidders List of prime and subcontractors in accordance with 49 CFR section 26.11 and Section 9.1 of this program. 3. Ensuring that the Contract Initiation Memo (CIM) from the requesting department has been properly routed to the DBE Liaison Officer for determination of contract-specific DBE goals. 4. Providing the DBE Liaison Officer with draft scopes of work for Invitations to Bid (IFBs), Requests for Proposals (RFPs), and Requests for Invitations for Qualifications (RFIQs) to enable goal-setting, outreach and, where applicable, development of appropriate DBE language. 5. Providing the DBE Liaison Officer with copies of all final IFBs, RFPs, RFIQs, purchase orders (POs), mailing lists and advanced notices. 6. Incorporating DBE goals and appropriate DBE and contract compliance language into IFBs, RFPs, and RFIQs. 7. Informing the DBE Liaison Officer of any changes to IFBs, RFPs, RFIQs and POs prior to solicitation. 8. Sending IFBs, RFPs, RFIQs and POs to DBEs referred by the DBE Liaison Officer. 9. Placing IFB, RFP, RFIQ, and PO notices in minority-focused newspapers. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 68 17 10. Notifying the DBE Liaison Officer of scheduled pre-bid, pre-proposal and pre-construction conferences. 11. Maintaining a computerized vendor listing by commodity codes, race, ethnicity and gender data to assist Procurement and DBE staff in identifying potential DBE vendors/contractors. 12. Ensuring that the DBE Liaison Officer’s designee serves on all formal Proposal/Bid Evaluation Teams. 13. Forwarding copies of bids/proposals to the DBE Liaison Officer for evaluation of compliance with DBE requirements. 14. Incorporating analysis prepared by the DBE Liaison Officer concerning bidders’ and proposers’ conformance with DBE requirements into Metropolitan Council executive summaries (business items) for all contracts or procurements with DBE goals. 15. Maintaining computerized data on purchase orders and contracts to enable compilation of quarterly DOT and other DBE progress reports. 16. Allocating appropriate resources (budget and staff) to participate with Office of Diversity and Equal Opportunity representatives at trade fairs targeted for DBEs. 17. Ensuring that all department staff: a. Receive adequate orientation on DBE policies and procedures. b. Refer all potentially eligible vendors to apply for DBE certification. c. Utilize the Metropolitan Council’s DBE Directory to seek potential vendors. d. Solicit quotes from at least one DBE (in commodities or services where DBEs are identified) for informal procurements. 18. Incorporating applicable DBE provisions into all contracts. 19. Ensuring that RFPs, RFIQs, and IFBs do not contain unnecessary requirements that could unduly restrict or eliminate DBEs from competing. 20. Facilitating release to DBEs of public documents that provide non-proprietary information on prior winning bids and proposals. 3.2.7 Council’s Authorized Representative (CAR) The responsibilities of Council’s Authorized Representative (CAR) in support of the DBE Program include: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 69 18 1. Becoming familiar with the Metropolitan Council’s DBE policies and procedures, including but not limited to, attending orientation sessions conducted by the Office of Diversity and Equal Opportunity and Equal and Contract & Documents Purchasinb Unit staff concerning contract procurement and administration, and DBE policies and procedures. 2. For contracts with DBE goals, ensuring that: a. DBEs maintain current DBE certification by verifying their status with the contract compliance function of the Office of Diversity and Equal Opportunity. b. DBEs are utilized in accordance with the terms of the contract. c. Potential DBE utilization problems are immediately referred to the DBE Liaison Officer. d. The prime contractor continues to outreach to DBEs for additional business opportunities that result during the performance of the contract. e. Referring all requests for DBE substitution to the DBE Liaison Officer and conferring with him or her in granting or denying the request. 3.2.8 Metropolitan Council Project Managers The responsibilities of Project Managers in support of the DBE Program include: 1. Ensuring the timely submittal of data to the DBE Liaison Officer to assist in the establishment of contract-specific goals, and the monitoring of contractors’ DBE obligations. 2. Becoming familiar with the Metropolitan Council’s DBE policies and procedures, including but not limited to, attending orientation sessions conducted by the Office of Diversity and Equal Opportunity and Contract & Procurement/Purchasing Unit staff concerning contract procurement and administration, and DBE policies and procedures. 3. Providing the Contracts Documents Unit with a completed Contract Initiation Memo, and providing the Purchasing Unit with a completed Purchase Requisition, as required. 4. Utilizing the DBE directory to search for potential DBE vendors. 5. Providing maximum opportunity to DBEs by initiating informal competitive procurement procedures for DBEs to compete for contracts within their respective areas that do not require solicitation of formal, public bids or proposals. 6. Referring all potentially eligible firms to apply for DBE certification. 7. For contracts with DBE goals, ensuring that: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 70 19 a. DBEs maintain current DBE certification by verifying their status with the contract compliance function of the Office of Diversity and Equal Opportunity. b. DBEs are utilized in accordance with the terms of the contract. c. Potential DBE utilization problems are immediately referred to the DBE Liaison Officer. d. The prime contractor continues to outreach to DBEs for additional business opportunities that result during the performance of the contract. e. Referring all requests for DBE substitution to the DBE Liaison Officer and conferring with him or her in granting or denying the request. 8. Packaging individual contracts in a manner to maximize the ability of DBEs to compete favorably and ensuring that RFPs, RFIQs, and IFBs do not contain unnecessary requirements that could unduly restrict or eliminate DBEs from competing. 9. Informing the DBE Liaison Officer of the scheduled pre-construction conference. 10. Informing the DBE Liaison Officer of any potential problems concerning DBE utilization during contract administration. 3.2.9 Chief Information Officer The responsibilities of the Director of Information System Management in support of the DBE Program are: 1. Ensuring the development of long and short range information management strategies to meet DBE recordkeeping and reporting requirements. 2. Designing and developing technical systems and processes to support vendor utilization tracking and agency progress towards attainment of its DBE goal. 3.3 Reconsideration Official In accordance with the reconsideration process pursuant to 49 CFR section 26.53, and described in Section 5.5 of this program, the Metropolitan Council will, when appropriate, appoint a person to serve as its reconsideration official. The reconsideration official will be: a. Familiar with the Metropolitan Council’s DBE program and its requirements; and b. Not have any involvement in any decisions that a bidder’s good faith efforts were inadequate for which they are serving as reconsideration official. 4.0 ADMINISTRATIVE REQUIREMENTS 4.1 Financial Institutions City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 71 20 The Metropolitan Council has thoroughly investigated the full extent of services offered by financial institutions owned and controlled by socially and economically disadvantaged individuals in its community. The Metropolitan Council has identified one minority owned bank in the state of Minnesota. Two branches of the bank are located adjacent to the region served by the Metropolitan Council. The Metropolitan Council will encourage prime contractors to use the services of these institutions by communicating their existence prior to contract award. These institutions are: Woodlands National Bank PO Box 190 Hinkley, Minnesota 55037 Woodlands National Bank PO Box 187 Sturgeon Lake, MN 55783 The surveys offered by these institutions include checking and savings accounts, certificates of deposits, individual retirement accounts and loans. In accordance with 49 CFR section 26.27, the Metropolitan Council will continue to investigate the full extent of services offered by, and making reasonable efforts to use, financial institutions owned and controlled by socially and economically disadvantaged individuals in our community as they are identified. 4.2 DBE Directory 1. In accordance with 49 CFR section 26.31, the Metropolitan Council will maintain a current directory of DBE firms certified to do work with the Metropolitan Council. The directory will include the following minimum information for each firm: a. Name. b. Address. c. Phone number/fax number/e-mail. d. Types of work certified to perform. e. SIC, ethnicity & certification dates 2. Only those firms certified as DBEs in accordance with the procedures specified in Section VII of this program will be included in the DBE directory. The DBE directory will be made available to the public electronically, on the Internet, and in print format. Electronic formats will be updated as appropriate; and the entire directory will be updated at least annually. 3. The DBE Directory shall serve as a source list to help in identifying DBEs with capabilities relative to contracting solicitations. The directory will be available to bidders and proposers during normal business hours to assist in their efforts to meet DBE City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 72 21 requirements. The directory will be categorized by type of firm to facilitate identifying businesses with capabilities relative to a particular specification. 4.3 OVERCONCENTRATION OF DBEs. a. If Metropolitan Council determines that DBE firms are so over-concentrated in a certain type of work as to unduly burden the opportunity of non-DBE firms to participate in this type of work, Metropolitan Council will devise appropriate measures to address this over-concentration. b. Metropolitan Council governing board may, either alone or in concert with other recipients, institute additional measures which by way of example may include the use of incentives, technical assistance, business development programs, mentor- protégé programs, and other appropriate measures designated to assist DBEs in performing work outside of the specific field in which Metropolitan Council has determined that non-DBEs are unduly burdened. Metropolitan Council may also consider varying its use of contract goals, to the extent consistent with § 26.51, to ensure that non-DBEs are not unfairly prevented from competing for subcontracts. c. Metropolitan Council will obtain the approval of the DOT's administering agency for Metropolitan Council's determination of over-concentration and the measures Metropolitan Council devises to address it. Once approved, the measures become part of the Plan. 5.0 DETERMINING, MEETING AND COUNTING OVERALL ANNUAL DBE GOALS FOR FEDERALLY-ASSISTED CONTRACTS 5.1 Goal-Setting Methodology Pursuant to 49 CFR section 26.45, the Metropolitan Council will establish an annual overall DBE goal through a two-step process consisting of (a) establishing a base figure; and (b) adjusting the base figure. (See Appendix A2) 1. The following departments will assist the DBE Liaison Officer in the development of the annual goal by providing budget, financial, procurement, and other relevant information which will be used to develop the federal funding base against which the annual DBE goals are calculated: a. Offices of the Director of Finance and the Controller. b. Grants Manager. c. Offices of the Contract & Procurement/Purchasing Unit. d. All departments that intend to purchase goods and services during the reporting period. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 73 22 2. Data sources used to develop the annual overall DBE goal may include, but not be limited to, the following: a. The Metropolitan Council’s fiscal year budget. b. Grant-funded capital lists, specific Capital Projects, Financial Plan and Schedule. c. Past results of contracting agencies such as the Metropolitan Council with similar contracting opportunities, and the reasons for the level of such results. d. Demographics and business activity of the geographical area in which the Metropolitan Council will solicit bids or proposals. FTA assistance used in transit vehicle procurements will not be included in the base amount from which the annual overall goal is calculated. 3. The Metropolitan Council will conduct public participation in setting the overall goal. This participation will include the following: a. Consultation with women, minority and general contractor groups, community organizations, and other officials or organizations which could be expected to have information concerning the availability of disadvantaged and non- disadvantaged businesses, the effects of discrimination on opportunities for DBEs, and the Metropolitan Council’s efforts to establish a level playing field for the participation of DBEs. b. A published notice announcing the Metropolitan Council’s proposed overall goal, informing the public that the proposed goal, and its rationale are available for inspection during normal business hours at the Metropolitan Council’s principal office for 30 days following the date of the notice, and informing the public that the Metropolitan Council and the DOT will accept comments on the goals for 45 days from the date of the notice. The notice will include the addresses to which comments may be sent, and will be published in general circulation media and available minority-focused media and trade association publications. 5.1.1 Establishing the DBE Base Figure 1. The Base Figure will reflect the “relative availability” of DBEs based on demonstrable evidence of ready, willing and able DBEs relative to all ready, willing and able firms available to participate in DOT-assisted contracts. The Metropolitan Council will establish the Base Figure through the use of one of the following five options: a. DBE directories and Census Data. b. Bidders Lists. c. Data from Disparity Studies. d. Goals of other recipients. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 74 23 e. As calculated through alternative means, subject to review and approval by the Operating Administration. 5.1.2 Adjusting the DBE Base Figure 1. In order to consider additional evidence to narrowly tailor the DBE program, the Metropolitan Council will conduct a survey of available data to determine what evidence is available to use in adjusting the Base Figure that demonstrates the capacity of available firms to work on DOT-assisted projects for the Metropolitan Council. 2. The annual overall DBE goal will provide for participation by all certified DBEs and not be subdivided into group-specific goals. 3. The overall goal will include a calculation of the percentage of the goal that will be made through race-neutral measures and through contract-specific goals. 5.1.3 Reporting Goals 1. Pursuant to 49 CFR section 26.45, the Metropolitan Council’s annual overall DBE goal will be submitted to the FTA for approval 60 days prior to. The overall goal submission will include the following: a. A description of the methodology used to establish the goal, including the Base Figure and the evidence by which it was calculated. b. A description of the adjustments made to the Base Figure and the evidence relied on for the adjustments, including a summary of the relevant available evidence in the Metropolitan Council’s jurisdiction. Where applicable, this will include an explanation of why the Metropolitan Council did not use that evidence in adjusting the Base Figure. c. A projection of the relative portions of the overall goal that the Metropolitan Council expects to meet through race-neutral and race-conscious means. 2. The annual goals will be submitted to the Metropolitan Council for approval and will become part of all DOT financial assistance agreements. 3. Concurrent with DBE goal submittal, the Metropolitan Council will publish a notice in majority and minority-focused newspapers announcing the goals, and providing the public an opportunity to review the annual goals and submit comments to the Metropolitan Council and/or the DOT. 5.2 Transit Vehicle Manufacturers (TVMs) Participation and Certification In accordance with 49 CFR section 26.45, the Metropolitan Council requires that each transit vehicle manufacturer (TVM) certify, as a condition of being authorized to bid or propose on FTA- assisted transit vehicle procurements that it has complied with the requirements of this section. FTA assistance used in transit vehicle procurements will not be included in the base amount from which the annual overall goal is calculated. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 75 24 5.3 Race-Neutral Measures In accordance with 49 CFR section 26.51, the Metropolitan Council will use the following guidelines for the utilization of race-neutral measures to attain the annual overall DBE goal, and contract-specific goals. Race-neutral measures to attain the overall DBE goal, as allowed by state and local law, may include, but not be limited to, the following: 1. Arranging solicitations, times for the presentation of bids, quantities, specifications, and delivery schedules in ways that facilitate the participation of DBEs and other small businesses. For example: a. Unbundling large projects to make them more accessible to small businesses. b. Requiring or encouraging prime contractors to subcontract portions of work that they might otherwise perform with their own work forces. c. Ensuring that contract solicitations do not contain unnecessarily restrictive requirements. d. Waiving or allowing incremental bonding. e. Providing assistance to overcome limitations such as the inability to obtain bonding or financing. f. Providing services to help DBEs, and other small businesses, to obtain bonding and financing; and the administration of a surety bond guarantee and working capital loan program for DBE prime contractors and subcontractors. 2. Providing technical assistance and other services, including but not limited to: a. Assisting potentially eligible firms in applying to the contract compliance function of the Office of Diversity and Equal Opportunity for DBE certification. b. Referring DBEs to appropriate minority business development centers for more in- depth “hands on” technical and financial assistance (i.e. preparing bids, proposals, business plans, financial statements, and accessing working capital and bonding). c. Assisting in preparation of bid submissions to assure bids are technically correct. d. Explaining terms, conditions and specifications of bidding documents and procurement regulations that may apply. e. Providing instructions on job performance requirements to those DBEs contacted to submit proposals. 3. Carrying out information and communications programs on contracting procedures and specific contract opportunities, including but not limited to: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 76 25 a. Ensuring the inclusion of DBEs and other small businesses on the Metropolitan Council’s mailing lists for bidders. b. Ensuring the dissemination to bidders on prime contracts of lists of potential subcontractors. c. Providing for the provision of information in languages other than English, where appropriate. d. Publishing and distributing a comprehensive guide which contains information about the Metropolitan Council’s DBE procurement policies and procedures, name and telephone numbers of key contact persons, and a listing of all Metropolitan Council types of goods and services they may purchase. e. Linking interested DBEs with appropriate buyers, contract administrators and project managers to inquire about short and long-range needs of the Metropolitan Council for procurement of goods and services within their areas of specialization. f. Ensuring adequate lead-time in advertisements to allow DBE firms sufficient opportunity to develop bid packages. g. opportunities in written form by direct mail to those DBE firms that are certified with the Metropolitan Council and organizations that work in support of DBE firms. 4. Conducting outreach to DBEs to inform them of upcoming contract opportunities through the following methods: a. Trade fairs b. Newsletters c. Seminars d. One-on-one e. Minority and women business associations f. Business development centers g. Vendor relations programs h. Advertisements in minority and majority publications 5. Ensuring distribution of the Metropolitan Council’s DBE directory, through print and electronic means, to the widest feasible universe of potential prime contractors. 5.3.1 Supportive Services 1. Implementing a supportive services program to develop and improve immediate and long-term business management, record keeping, and financial and accounting capability for DBEs and other small businesses. This may include but not be limited to facilitating the debriefing of unsuccessful DBE proposer by his/her proposal evaluation team to discuss strengths and weaknesses of his/her proposal. 2. Providing services to help DBEs, and other small businesses, improve long-term development, increase opportunities to participate in a variety of kinds of work, handle City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 77 26 increasingly significant projects, and achieve eventual self-sufficiency. This may include but not be limited to encouraging consortiums and co-ventures of businesses owned and controlled by DBEs. 3. Establishing a program to assist new, start-up firms, and particularly in fields in which DBE participation has historically been low. 4. Assisting DBEs, and other small businesses, to develop their capability to utilize emerging technology and conduct business through electronic media. 5.4 Contract Goals In order to achieve the percentage of the annual overall DBE goal not attainable by race-neutral means, the Metropolitan Council will set contract-specific goals as follows: 1. The DBE Liaison Officer will receive from the requesting department a Contract Initiation Memo (CIM) for each purchase requisition over $25,000. 2. The DBE Liaison Officer will consult with the requester, CAR, project manager and Contracts & Procurement/Purchasing Unit, to determine the level and type of subcontracting opportunities for goal setting. 3. The DBE Liaison Officer will conduct an in-depth analysis of the DBE availability within the identified contract. 4. The DBE Liaison Officer will recommend the contract-specific goal to the Contract & Procurement/Purchasing Units, and the requestor, for incorporation into the appropriate solicitation documents. 5.5 Good Faith Efforts In accordance with 49 CFR section 26.53 and Appendix A thereto, the following guidelines will apply to good faith efforts. 1. For all contracts where goals are set, regardless of contract size, prime contractors will be required to propose the participation of specific DBEs to either (a) meet the goal; or (b) demonstrate good faith efforts to meet the goal in their bid or proposal. 2. Bidders must submit with their bids/proposals, written confirmation of their commitment to use DBEs subcontractor(s), whose participation it submits to meet a contract-specific goal; and identify in their Bid (on the List of Proposed DBEs) all DBEs proposed to participate in the contract, regardless of their percent of participation. The List of Proposed DBEs will include: a. A description of how DBE firms will participate in this contract. The DBE goal may be satisfied by a commitment to DBE participation in the contract as a prime contractor, joint venture partner, subcontractor, trucker, or supplier. b. The name and address of each DBE prime contractor, joint venture partner, subcontractor, trucker or supplier that the bidder intends to credit toward the DBE City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 78 27 goal. The complete legal business name as used for DBE certification shall be identified on the form. c. A description of the work to be performed or materials to be supplied by each DBE. d. The estimated dollar value of each DBEs participation in the contract. e. The estimated percent of the total bid for each DBE. The percentage allocated for each DBE must be in accordance with the provisions for performing a commercially useful function, as required by 49 CFR section 26.55, and described in Section 5.6 of this program. 3. All bidders must submit in their bid/proposal written confirmation from the DBE(s) participating in the contract as provided in the prime contractor’s commitment. 4. If the List of Proposed DBEs does not demonstrate meeting the contract-specific goal, bidders must complete and submit a Good Faith Efforts Summary form (Exhibit B) with the bid/proposal. 5. The DBE Liaison Officer will determine whether a contractor made sufficient good faith efforts to meet the goal in accordance with the guidelines set forth in 49 CFR section 26.53, and Appendix A thereto. The bidder must show that they took all necessary and reasonable steps to achieve a DBE goal or other requirement of 49 CFR Part 26 which, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to obtain sufficient DBE participation, even if they were not fully successful. Compliance will be determined on a case-by-case basis, based on a review of documentation of the following types of activities: a. Soliciting through all reasonable and available means (e.g. attendance at pre-bid meetings, advertising and/or written notices) the interest of all certified DBEs who have the capability to perform the work of the contract. The bidder must solicit this interest within sufficient time to allow the DBEs to respond to the solicitation. The bidder must determine with certainty if the DBEs are interested by taking appropriate steps to follow up initial solicitations. b. Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate DBE participation, even when the prime contractor might otherwise prefer to perform these work items with its own forces. c. Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. d. Negotiating in good faith with interested DBEs. The bidder has the responsibility to make a portion of the work available to DBE subcontractors and suppliers and to select those portions of the work or material needs consistent with the available DBE subcontractors and suppliers so as to facilitate DBE participation. Evidence of such City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 79 28 negotiation includes the names, addresses, and telephone numbers of DBEs that were considered; a description of information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs to perform the work. e. A bidder using good business judgement would consider a number of factors in negotiating with subcontractors, including DBE subcontractors, and would take a firm’s price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using DBEs is not in itself sufficient reason for bidder’s failure to meet the contract DBE goal, as long as such costs are reasonable. Also, the ability or desire of a prime contractor to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Prime contractors are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. f. Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The contractor’s standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union employee status) are not legitimate causes for rejection or non-solicitation of bids in the contractor’s efforts to meet the project goal. g. Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or contractor. h. Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services. i. Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state and Federal offices of minority/women business assistance; and other organizations as allowed on a case- by-case basis to provide assistance in the recruitment and placement of DBEs. j. The performance of other bidders in meeting the contract. For example, when the apparent successful bidder fails to meet the contract goal, but others meet it, you may reasonably raise the question of whether, with additional reasonable efforts; the apparent successful bidder could have met the goal. If the apparent successful bidder fails to meet the goal, but meets or exceeds the average DBE participation obtained by other bidders, you may view this, in conjunction with other factors, as evidence of the apparent successful bidder having made good faith efforts. 6. Any of the following conditions will constitute failure to meet the goal: a. The total percentage participation by DBE firms reflected on the List of Proposed DBEs is less than the DBE goal set forth in the procurement. b. Firms on the List of Proposed DBEs whose participation are being credited toward meeting the DBE goal, but are not certified by the Metropolitan Council as DBEs as of the execution of the contract. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 80 29 7. If the Metropolitan Council determines that the apparent successful bidder has failed to meet the Good Faith Efforts requirements of this program, it will, before contract award, provide the bidder an opportunity for administrative reconsideration. The bidder will have the opportunity to: a. Provide a written documentation or argument concerning the issue of whether the bidder met the goal or made adequate good faith efforts to do so. b. Meet in person with the Metropolitan Council or its reconsideration official (as required in Section 3.3 of this program) to discuss the issue of whether the bidder met the goal or made adequate good faith efforts to do so. 8. The Metropolitan Council will send the bidder a written decision on its reconsideration, explaining the basis of whether it met the goal or made adequate good faith efforts to do so. 9. In accordance with 49 CFR section 26.53, the result of the Metropolitan Council’s reconsideration process is not subject to administrative appeal to the Department of Transportation. 10. In “design-build” or “turnkey” contracting situations where the Metropolitan Council lets a master contract to a contractor, who in turn lets subsequent subcontracts for the work of the project, the Metropolitan Council will set a goal for the project. The master contractor then must establish contract-specific goals, as appropriate, for all subcontracts it lets. The Metropolitan Council will monitor the master contractor’s activities to ensure that they are consistent with the requirements of the program. 11. The Metropolitan Council requires that prime contractors not terminate for convenience a DBE subcontractor listed on the List of Proposed DBEs (or an approved substitute DBE) and then perform the work of the terminated subcontract with its own forces or those of an affiliate, without prior written consent of the Metropolitan Council’s DBE Liaison Officer. 12. If a DBE subcontractor is terminated or fails to complete its work on a contract for any reason, the prime contractor must make good faith efforts to find another DBE subcontractor to substitute for the original DBE. These good faith efforts must be directed at finding another DBE to perform at least the same amount of work under the contract as the DBE that was terminated, to the extent needed to meet the contract- specific goal. 13. These good faith efforts requirements also apply to DBE bidders/proposers for prime contracts. The work proposed to be performed with its own work force as well as work committed to DBE subcontractors and suppliers will count toward the contract-specific goal. 5.6 Counting DBE Participation City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 81 30 In accordance with 49 CFR section 26.55, the Metropolitan Council will utilize the following guidelines in determining the percentage of DBE participation that will be counted toward the overall DBE goal: 1. If a firm is not currently certified as a DBE in accordance with the standards of subpart D of the regulations at the time of the execution of the contract, the firm’s participation toward any DBE goals will not be counted, except as provided in 49 CFR section 26.87(I). 2. The dollar value of work performed under a contract with a firm after it has ceased to be certified will not be counted toward the overall goal. 3. The participation of a DBE subcontractor toward the prime contractor’s DBE achievements or the overall goal will not be counted until the amount being counted toward the goal has been paid to the DBE. 4. When a DBE participates in a contract, the value of the work actually performed will be counted as follows: a. The entire amount of that portion of a construction contract (or other contract not covered by paragraph 49 CFR part 26.55 that is performed by the DBE’s own forces. Include the cost of supplies and materials obtained by the DBE for the work of the contract, including supplies purchased or equipment leased by the DBE (except supplies, and equipment the DBE subcontractor purchases or leases from the prime contractor or its affiliate). b. The entire amount of fees or commissions charged by a DBE firm for providing a bona fide service, such as professional, technical, consultant, or managerial services, or for providing bonds or insurance specifically required for the performance of a DOT- assisted contract, toward DBE goals, provided that the Metropolitan Council determines the fee to be reasonable and not excessive as compared with fees customarily allowed for similar services. c. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontract work may be counted toward DBE goals only if the DBE’s subcontractor is itself a DBE. Work that a DBE subcontracts to a non-DBE firm will not count toward DBE goals. 5. When a DBE performs as a participant in a joint venture, the Metropolitan Council will count a portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces toward DBE goals. 6. The Metropolitan Council will count expenditures to a DBE contractor toward DBE goals only if the DBE is performing a commercially useful function on that contract: a. A DBE performs a commercially useful function when it is responsible for execution of the work of the contract and is carrying out it responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 82 31 to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, the Metropolitan Council will evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the DBE credit claimed for its performance of the work, and other relevant factors. b. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, contract, or project through which the funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, you must examine similar transactions, particularly those in which DBEs do not participate. c. If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, you must presume that it is not performing a commercially useful function. d. When a DBE is presumed not to be performing a commercially useful function as provided in this program, the DBE may present evidence to rebut this presumption. You may determine that the firm is performing a commercially useful function given the type of work involved and normal industry practices. e. The Metropolitan Council's decisions on matters of whether a DBE performs a commercially useful functions are subject to review by the concerned operating administration, but is not subject to an administrative appeal to DOT. 7. The Metropolitan Council will use the following factors in determining whether a DBE trucking company is performing a commercially useful function: a. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract, and there cannot be a contrived arrangement for the purpose of meeting DBE goals. b. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on its contract. c. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs. d. The DBE may lease trucks from another DBE firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 83 32 e. The DBE may also lease trucks from a non-DBE firm, including an owner- operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. f. For purposes of this section, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for the use of the leased truck. Leased trucks must display the name and identification number of the DBE. 8. The Metropolitan Council will count expenditures with DBEs for materials or supplies toward DBE goals as provided in the following: a. The Metropolitan Council will count 100% of the cost of the materials or supplies toward DBE goals if the materials or supplies are obtained from a DBE manufacturer. For purposes of this paragraph, a manufacturer is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the contract and of the general character described in the specifications. b. The Metropolitan council will count 60% of the cost of the materials or supplies toward DBE goals if the materials or supplies are purchased from a DBE regular dealer. For purposes of this section, a regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the contract are bought, kept in stock, and regularly sold to or leased to the public in the usual course of business. 9. To be a regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. 10. A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating, or maintaining a place of business as provided in 49 CFR section 26.55(e)(2)(ii) if the person both owns and operates distribution equipment for the products. Any supplementing of regular dealers’ own distribution equipment shall be by a long-term lease and not on an ad hoc or contract-by-contract basis. 11. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not regular dealers within the meaning of 49 CFR section 26.55(e)(2). 12. With respect to materials or supplies purchased from a DBE which is neither a manufacturer nor a regular dealer, the Metropolitan Council will count the entire amount City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 84 33 of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on a job site, toward DBE goals, provided that the Metropolitan Council has determined the fees to be reasonable and not excessive as compared with fees customarily allowed for similar services. The Metropolitan Council will not count any portion of the cost of the materials and supplies themselves toward DBE goals, however. 5.7 Quotas, Set-Asides and Penalties 1. Pursuant to 49 CFR section 26.43, the Metropolitan Council will utilize the following guidelines for use of quotas and set-asides: a. The Metropolitan Council will not use quotas for DBEs on DOT-assisted contracts subject to the regulations of 49 CFR Part 26. b. The Metropolitan Council has the discretion to use set-aside contracts only in limited and extreme circumstances, when no other method could be reasonably expected to redress egregious instances of discrimination. 2. In accordance with 49 CFR section 26.47, the Metropolitan Council will not be penalized or be held in non-compliance with the regulations because DBE participation falls short of its overall goal, unless the Metropolitan Council has failed to administer its program in good faith. 3. If the Metropolitan Council does not have an approved DBE program or overall goal, or if it fails to implements its program in good faith, it will be considered to be in non- compliance with the regulations. 6.0 REQUIRED CONTRACT PROVISIONS 6.1 Assurances 1. In accordance with 49 CFR section 26.13, each financial assistance agreement that the Metropolitan Council signs with a DOT operating administration (or a primary recipient) must include the following assurance: The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The recipient shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The recipient’s DBE program, as required under 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 85 34 2. In accordance with 49 CFR section 26.13, each contract the Metropolitan Council signs with a contractor (and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. 6.2 Prompt Payment In accordance with 49 CFR section 26.29, the Metropolitan Council has established: 1. A contract clause requiring prime contractors to pay subcontractors for satisfactory performance of their contracts no later than 5 days from receipt of each payment that the Metropolitan Council makes to the prime contractor. This clause requires the return of retainage payments from the prime contractor to the subcontractor within 10 days after the contractor receives payment from the Metropolitan Council. This clause also provides for: a. Appropriate penalties for failure to comply, in accordance with terms and conditions set by the Metropolitan Council. b. That any delay or postponement of payment among the parties may take place only for good cause, with the Metropolitan Council’s prior written approval. 2. The Metropolitan Council has also established as part of its DBE program, the following additional mechanisms to ensure prompt payment: a. A contract clause that requires prime contractors to include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes as referred to in Section 3.1 of this program. b. A contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed. 3. The Metropolitan Council may, consistent with the regulations and applicable state and local law, implement other mechanisms at its discretion, to ensure that DBEs and other contractors are fully and promptly paid. 6.3 Legal and Contract Remedies 1. In accordance with 49 CFR section 26.37, the Metropolitan Council will implement appropriate mechanisms to ensure compliance by all participants with program City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 86 35 requirements, including that DBE commitments are actually performed by DBEs. This monitoring includes the review of monthly Summary of Subcontract Awards and Paid Report (Exhibit C), and a provision that DBE participation is counted toward overall or contract goals only when payments are actually made to DBEs. The Metropolitan Council will apply all legal and contract remedies available under Federal, state, and local law as described in Section 6.3.1 of this program. 2. The contract compliance function of the Office of Diversity and Equal Opportunity and Equal Opportunity will implement the monitoring aspect of the DBE program. 3. Non-compliance by the contractor with the requirements of the DBE regulations constitute a breach of contract and may result in termination of the contract, liquidated damages or other appropriate remedy as set forth in Section 6.3.1 of this program. 4. Prior to execution of all contracts containing DBE goals the prime contractor will be directed to the contract specification for the Metropolitan Council’s specific DBE reporting and record keeping requirements, as described in Section 6.4 of this program. 6.3.1 Administrative Sanctions 1. All contractors deemed to be in non-compliance will be informed in writing, by certified mail, by the [Contracts & Procurement Unit/Procurement Unit] that sanctions shall be imposed for failure to meet DBE utilization goals and/or submit documentation of good faith efforts. The Contractor will be given five (5) working days from the date of the notice to file a written appeal to the Regional Administrator. Failure to respond within the five- (5) day period shall constitute a waiver of appeal. The notice will state the specific sanction to be imposed. 2. The Regional Administrator or designee, at his or her sole discretion, may schedule a hearing to gather additional facts and evidence and shall issue a final determination on the matter within five (5) working days of receipt of the written appeal. There shall be no right of appeal to the Metropolitan Council. 3. Sanctions may include, but not be limited to: a. Liquidated damages; b. Suspension of payment to the contractor of any monies held by Metropolitan Council as retained on the contract; c. The denial to the contractor (including its principal and key personnel) of the right to participate in future contracts of the Metropolitan Council for a period of up to three years; and d. Contract termination. e. The DBE Liaison Officer will recommend which sanction to apply. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 87 36 6.4 Contractor Reporting Requirements 1. During the term of the contract, the contractor will continue to make good faith efforts to ensure that DBEs have maximum opportunity to successfully perform in the contract, and that the contractor meets its DBE goal. These efforts shall include but not be limited to the following: a. Negotiating in good faith to attempt to finalize a subcontract agreement with DBEs committed to prior to contract award; b. Continuing to provide assistance to DBE subcontractors or suppliers in obtaining bonding, lines of credit, etc., if required by the contract; c. Notifying a DBE in writing of any potential problem and attempting to resolve the problem prior to formally requesting Metro Metropolitan Council approval to substitute the DBE; d. As with all subcontractors, timely payment of all monies due and owing to DBE subcontractors and suppliers; e. Timely submittal of complete and accurate DBE monthly reports in accordance with paragraph 3 below; and f. Informing the Metropolitan Council’s contract compliance function within the Office of Diversity and Equal Opportunity and Equal Opportunity in a timely manner of any problems anticipated in attaining the DBE participation goal committed to in the bid. 2. If a contractor requests a substitution of DBE subcontractors or suppliers, the contractor must exert good faith efforts to replace a DBE subcontractor with another DBE subcontractor subject to the approval of Metropolitan Council. 3. The contractor will submit monthly progress reports to the Metropolitan Council, in conformance with the currently approved schedule, reflecting its DBE participation. A Summary Subcontracts Award and Paid Report (Exhibit C) shall be submitted to comply with this reporting requirement. Failure to submit this report in a timely manner will result in the imposition of administrative sanctions pursuant to Metropolitan Council’s DBE policy and DOT regulations. 4. Staff will review the contractor’s monthly progress reports to monitor and determine whether the utilization of DBE firms is consistent with the commitment of the contractor as stated in its bid or proposal. 5. If it is determined that the contractor’s DBE utilization during performance of the contract is not consistent with the commitment thereto, the contractor will be requested, in writing, to submit evidence of its good faith efforts to meet the goal. The contractor shall be given ten (10) working days to submit this documentation. Failure to respond shall place the City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 88 37 contractor in non-compliance, subject to sanctions as provided in the section on Administrative Sanctions below. 6. The contractor’s good faith efforts documentation will then be reviewed for accuracy, sufficiency and internal consistency. Staff shall make a determination as to the adequacy of the contractor’s good faith efforts documentation and so inform the contractor. If it is determined that the contractor’s good faith efforts documentation is acceptable, the contractor will be deemed to be in compliance with the DBE utilization goals. If it is determined that the contractor’s good faith efforts documentation is not acceptable, the contractor will be notified and be deemed to be in non-compliance with the DBE utilization goals. 7. The dollar amount of Change Orders or any other contract modifications that increase or decrease the work area in which DBEs participation has been committed to in the bid, will be commensurately added to or subtracted from the total contract base figure used to compute actual dollars paid to DBEs. Revised total contract dollar values shall be reflected in the monthly progress report submitted to Metropolitan Council and referenced above. 8. Failure to carry out these requirements constitutes a breach of contract and, and after notification to the U.S. Department of Transportation, may result in termination of the contract by Metropolitan Council or imposition of other appropriate sanctions. This notice is given pursuant to 49 CFR section 23.43(c). For purposes of this section, timely submittal means received in the contract compliance function of the Office of Diversity and Equal Opportunity and Equal Opportunity by the close of business on the fifteenth (15th) of the following month. 7.0 CERTIFICATION STANDARDS (SUBPART D) 7.1 Burdens of Proof In accordance with 49 CFR section 26.61, the Metropolitan Council will apply the following standards to determine DBE eligibility: 1. The firm seeking certification has the burden of demonstrating to the Metropolitan Council, by a preponderance of the evidence, that it meets the requirements of 49 CFR Part 26, Subpart D (sections 26.61-26.73) concerning group membership or individual disadvantage, business size, ownership, and control. 2. The Metropolitan Council will rebuttably presume that members of the designated groups identified in 49 CFR section 26.67(a) are socially and economically disadvantaged. This means that they do not have the burden of proving to the Metropolitan Council that they are socially and economically disadvantaged. However, applicants have the obligation to provide the Metropolitan Council information concerning their economic disadvantage. 3. Individuals who are not presumed to be socially and economically disadvantaged, and individuals whose presumption of disadvantage has been rebutted, have the burden of proving to the Metropolitan Council, by a preponderance of evidence, that they are socially and economically disadvantaged in accordance with Appendix B of 49 CFR Part 26. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 89 38 4. The Metropolitan Council will determine whether individuals and firms have met their burden of demonstrating group membership, business size, individual disadvantage, ownership, and control by considering all the facts in the record, viewed as a whole. 7.2 Group Membership Determinations In accordance with 49 CFR section 26.63, the Metropolitan Council will utilize the following guidelines to determine group membership status for purposes of DBE eligibility. 1. If there is reason to question whether an individual is a member of a group that is presumed to be socially and economically disadvantaged, the Metropolitan Council will require the individual to demonstrate, by a preponderance of evidence, that he or she is a member of the group. 2. In making such a determination, the Metropolitan Council will consider whether the person has held him or herself out to be a member of the group over a long period of time prior to application for certification and whether the person is regarded as a member of the group by the relevant community. The Metropolitan Council may require the applicant to produce appropriate documentation of group membership. 3. If the Metropolitan Council determines that an individual claiming to be a member of a group presumed to be disadvantaged is not a member of a designated disadvantaged group, the individual must demonstrate social and economic disadvantage on an individual basis in accordance with the guidelines of Section 7.3.4 of this program. 4. The Metropolitan Council’s decisions concerning membership in a designated group are subject to the certification appeals procedure of 49 CFR part 26.89, and as described in Section 8.6 of this program. 7.3 Social and Economic Disadvantage; Statement of Net Worth In accordance with 49 CFR section 26.67, the Metropolitan Council will utilize the following guidelines to determine social and economic disadvantage for purposes of DBE eligibility. 7.3.1 Presumption of disadvantage 1. The Metropolitan Council will rebuttably presume that citizens of the United States (or lawfully admitted permanent residents) who are women, Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian Americans, or other minorities found to be disadvantaged by the SBA, are socially and economically disadvantaged individuals. The Metropolitan Council will require applicants to submit a signed, notarized certification that each presumptively disadvantaged owner is, in fact, socially and economically disadvantaged. 2. The Metropolitan Council requires each individual applying to participate as a DBE whose ownership and control are relied upon for DBE certification to submit a signed, notarized statement of personal net worth, with appropriate supporting documentation. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 90 39 3. In determining net worth, the Metropolitan Council will exclude an individual’s ownership interest in the applicant firm and the individual’s equity in his or her primary residence (except any portion of such equity that is attributable to excessive withdrawals from the applicant firm). Furthermore, contingent liability will not reduce an individual’s net worth for these purposes. The personal net worth of an individual claiming to be an Alaska Native will include assets and income from other than an Alaska Native Corporation and exclude any of the following which the individual receives from any Alaska Native Corporation: a. Cash (including cash dividends on stock received from an ANC) to the extent that it does not, in the aggregate, exceed $2,000 per individual per annum; b. Stock (including stock issued or distributed by an ANC as a dividend or distribution on stock); c. A partnership interest; d. Land or an interest in land (including land or an interest in land received from an ANC as a dividend or distribution on stock); and e. An interest in a settlement trust. 7.3.2 Rebuttal of presumption of disadvantage 1. If the statement of personal net worth that an individual submits under paragraph III-C above shows that the individual’s personal net worth exceeds $750,000, the individual’s presumption of economic disadvantage is rebutted. The Metropolitan Council is not required to have a proceeding in order to rebut the presumption of economic disadvantage in such cases. 2. If the Metropolitan Council has a reasonable basis to believe that an individual who is a member of one of the designated groups is not, in fact, socially and/or economically disadvantaged, the Metropolitan Council may, at any time, start a proceeding to determine whether the presumption should be regarded as rebutted with respect to that individual. Such proceedings will follow the procedures of 49 CFR part 26.87, as described in Section 8.5 of this program. 3. In such proceedings, the Metropolitan Council has the burden of demonstrating, by a preponderance of the evidence, that the individual is not socially and economically disadvantaged. The Metropolitan Council may, at its discretion, require the individual to produce information relevant to the determination of his or her disadvantage. 4. When an individual’s presumption of social and/or economic disadvantage has been rebutted, his or her ownership and control of the firm in question cannot be used for purposes of DBE eligibility under this program unless and until he or she makes an individual showing of social and/or economic disadvantage. If the basis for rebutting the presumption is a determination that the individual’s personal net worth exceeds $750,000, the individual is no longer eligible for participation in the program and cannot regain eligibility by making an individual showing of disadvantage. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 91 40 7.3.3 SBA 8(a) and SDB Firms 1. If a firm applying for certification has a current, valid certification from or is recognized by the SBA under the 8(a) or small and disadvantaged business (SDB) program (except an SDB certification based on the firm’s self-certification as an SDB), the Metropolitan Council may accept the firm’s 8(a) or SDB certification in lieu of conducting its own certification proceeding. The Metropolitan Council may, at its discretion, accept the certification of another DOT recipient for this purpose. 7.3.4 Individual determinations of social and economic disadvantage 1. Firms owned and controlled by individuals who are not presumed to be socially and economically disadvantaged (including individuals whose presumed disadvantage has been rebutted) may apply for DBE certification. The Metropolitan Council will make a case-by-case determination of whether each individual whose ownership and control are relied upon for DBE certification is socially and economically disadvantaged. In such a review, the applicant firm has the burden of demonstrating to the Metropolitan Council, by a preponderance of the evidence, that the individuals who own and control it are socially and economically disadvantaged. An individual whose personal net worth exceeds $750,000 shall not be deemed to be economically disadvantaged. In making these determinations, the Metropolitan Council will use the guidelines found in Appendix E of 49 CFR part 26;and the Metropolitan Council will require that applicants provide sufficient information to permit determinations under the guidelines referenced herein. 7.4 Business Size Determinations In accordance with 49 CFR section 26.65, the Metropolitan Council will utilize the following guidelines to determine business size for purposes of DBE eligibility. 1. An eligible DBE (including its affiliates) must be an existing small business, as defined by Small Business Administration (SBA) standards. The Metropolitan Council will apply current SBA business size standards found in 13 CFR Part 121 appropriate to the type(s) of work the firm seeks to perform on DOT-assisted contracts. 2. Even if the firm meets these requirements, a firm will not be certified as an eligible DBE in any Federal fiscal year if the firm (including its affiliates) has had average annual gross receipts, as defined by SBA standards, in excess of $16.6 million. 7.5 Ownership Determinations In accordance with 49 CFR section 26.69, the Metropolitan Council will utilize the following guidelines to determine social and economic disadvantage for purposes of DBE eligibility: 1. Eligible DBE firms must be at least 51% owned by socially and economically disadvantaged individuals, as follows: a. In a corporation, eligible individuals must own at least 51% of each class of voting stock outstanding and 51% of the aggregate of all stock outstanding. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 92 41 b. In a partnership, 51% of each class of partnership interest must be owned by socially and economically disadvantaged individuals. Such ownership must be reflected in the firm’s partnership agreement. c. In a limited liability company, at least 51% of each class of member interest must be owned by socially and economically disadvantaged individuals. 2. The firm’s ownership by socially and economically disadvantaged individuals must be real, substantial, and continuing, going beyond pro forma ownership of the firm as reflected in ownership documents. To be eligible, the disadvantaged owners must enjoy the customary incidents of ownership, and share in the risks and profits commensurate with their ownership interests, as demonstrated by the substance, not merely the form, of arrangements. 3. All securities that constitute ownership of a firm must be held directly by disadvantaged persons. Except as provided in this paragraph, no securities or assets held in trust, or by any guardian for a minor, are considered as held by disadvantaged persons in determining ownership of a firm. However, securities or assets held in trust are regarded as held by a disadvantaged individual for purposes of ownership of a firm, if: a. The beneficial owner of securities or assets held in trust is a disadvantaged individual, and the trustee is the same or another such individual; or b. The beneficial owner of a trust is a disadvantaged individual who, rather than the trustee, exercises effective control over the management, policy-making, and daily operational activities of the firm. Assets held in a revocable living trust may be counted only in the situation where the disadvantaged individual is the sole grantor, beneficiary, and trustee. 4. The contributions of capital or expertise by the socially and economically disadvantaged owners to acquire their ownership interests must be real and substantial. Examples of insufficient contributions include a promise to contribute capital, an unsecured note payable to the firm or an owner who is not a disadvantaged individual, or mere participation in a firm’s activities as an employee. Debt instruments from financial institutions or other institutions that lend funds in the normal course of their business do not render a firm ineligible, even if the debtor’s ownership interest is security for the loan. 5. The following requirements apply to situations in which expertise is relied upon as part of a disadvantaged owner’s contribution to acquire ownership; the owner’s expertise must be: a. In a specialized field; b. Of outstanding quality; c. In area’s critical to the firm’s operations; d. Indispensable to the firm’s potential success; e. Specific to the type of work the firm performs; and f. Documented in the records of the firm. These records must clearly show the contribution of expertise and its value to the firm. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 93 42 6. The individual whose expertise is relied upon must have a significant financial investment in the firm. 7. For purposes of determining ownership, all interests in a business or other assets obtained by the individual in the following manners will be considered as held by a socially and economically disadvantaged individual: a. As the result of a final property settlement or court order in a divorce or legal separation, provided that no term or condition of the agreement or divorce decree is inconsistent with this section; or b. Through inheritance, or otherwise because of the death of the former owner. 8. For purposes of determining ownership, the Metropolitan Council does not count all interests in a business or other assets obtained by the individual as the result of a gift, or transfer without adequate consideration, from any non-disadvantaged individual or non- DBE firm who is: a. Involved in the same firm for which the individual is seeking certification, or an affiliate of that firm; b. Involved in the same or a similar line of business; or c. Engaged in an ongoing business relationship with the firm, or an affiliate of the firm, for which the individual is seeking certification. 9. To overcome this presumption and permit the interests or assets to be counted, the disadvantaged individual must demonstrate to the Metropolitan Council, by clear and convincing evidence, that: a. The gift or transfer to the disadvantaged individual was made for reasons other than obtaining certification as a DBE; and b. The disadvantaged individual actually controls the management, policy and operations of the firm, notwithstanding the continuing participation of a non- disadvantaged individual who provided the gift or transfer. 10. The Metropolitan Council will apply the following rules in situations in which marital assets form a basis for ownership of a firm: a. When marital assets (other than the assets of the business in question), held jointly or as community property by both spouses, are used to acquire the ownership interest asserted by one spouse, you must deem the ownership interest in the firm to have been acquired by that spouse with his or her own individual resources, provided that the other spouse irrevocably renounces and transfers all rights in the ownership interest in the manner sanctioned by the laws of the state in which either spouse or the firm is domiciled. You do not count a greater portion of joint or community property assets toward ownership than state law would recognize as belonging to the socially and economically disadvantaged owner of the applicant firm. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 94 43 b. A copy of a document legally transferring and renouncing the other spouse’s rights in the jointly owned or community assets used to acquire an ownership interest in the firm must be included as part of the firm’s application for DBE certification. 11. The Metropolitan Council may consider the following factors in determining the ownership of a firm. However, the Metropolitan Council will not regard a contribution of capital as failing to be real or substantial, or find a firm ineligible, solely because – a. A socially and economically disadvantaged individual acquired his or her ownership interest as the result of a gift, or transfer without adequate consideration, other than the types set forth in paragraph 7 above. b. There is a provision for the co-signature of a spouse who is not a socially and economically disadvantaged individual on financing agreements, contracts for the purchase or sale of real or personal property, bank signature cards, or other documents; or c. Ownership of the firm in question or its assets is transferred for adequate consideration from a spouse who is not a socially and economically disadvantaged individual to a spouse who is such an individual. In this case, the Metropolitan Council will give close and careful scrutiny to the ownership and control of a firm to ensure that it is owned and controlled, in substance as well as in form, by a socially and economically disadvantaged individual. 7.6 Control Determinations In accordance with 49 CFR part 26.71, the Metropolitan Council will utilize the following guidelines to determine control for purposes of DBE eligibility: 1. Only an independent business may be certified as a DBE. An independent business is one the viability of which does not depend on its relationship with another firm or firms. In considering the independence of the potential DBE, the Metropolitan Council will: a. Scrutinize relationships with non-DBE firms, in such areas as personnel, facilities, equipment, financial and/or bonding support, and other resources. b. Consider whether present or recent employer/employee relationships between the disadvantaged owner(s) of the potential DBE and non-DBE firms or persons associated with non-DBE firms compromise the independence of the potential DBE firm. c. Examine the firm’s relationships with prime contractors to determine whether a pattern of exclusive or primary dealings with a prime contractor compromises the independence of the potential DBE firm. d. Consider the consistency of relationships between the potential DBE and non- DBE firms with normal industry practice. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 95 44 2. A DBE firm must not be subject to any formal or informal restrictions which limit the customary discretion of the socially and economically disadvantaged owners. There can be no restrictions through corporate charter provisions, by-law provisions, contracts or any other formal or informal devices (e.g., cumulative voting rights, voting powers attached to different classes of stock, employment contracts, requirements for concurrence by non-disadvantaged partners, conditions precedent or subsequent, executory agreements, voting trusts, restrictions on or assignments of voting rights) that prevent the socially and economically disadvantaged owners, without the cooperation or vote of any non-disadvantaged individual from making any business decision of the firm. This paragraph does not preclude a spousal co-signature on documents as provided for in 49 CFR section 26.69(j)(2). 3. The socially and economically disadvantaged owners must possess the power to direct or cause the direction of the management and policies of the firm and to make day-to-day as well as long-term decisions on matters of management, policy and operations. a. A disadvantaged owner must hold the highest officer position in the company (e.g., chief executive officer or president). b. In a corporation, disadvantaged owners must control the board of directors. c. In a partnership, one or more disadvantaged owners must serve as general partners, with control over all partnership decisions. 4. Individuals who are not socially and economically disadvantaged may be involved in a DBE firm as owners, managers, employees, stockholders, officers, and/or directors. Such individuals must not, however, possess or exercise the power to control the firm, or be disproportionately responsible for the operations of the firm. 5. The socially and economically disadvantaged owners of the firm may delegate various areas of the management, policymaking, or daily operations of the firm to other participants in the firm, regardless of whether these participants are socially and economically disadvantaged individuals. Such delegations of authority must be revocable, and the socially and economically disadvantaged owners must retain the power to hire and fire any person to whom such authority is delegated. The managerial role of the socially and economically disadvantaged owners in the firm’s overall affairs must be such that the Metropolitan Council can reasonably conclude that the socially and economically disadvantaged owners actually exercise control over the firm’s operations, management, and policy. 6. The eligible owners must have an overall understanding of, and managerial and technical competence and experience directly related to, the type of business in which the firm is engaged and the firm’s operations. The eligible owners are not required to have experience or expertise in every critical area of the firm’s operations, or to have greater experience or expertise in a given field than managers or key employees. However, the eligible owners must have the ability to intelligently and critically evaluate information presented by other participants in the firm’s activities and to use this information to make independent decisions about the firm’s daily operations, management, and policymaking. Generally, expertise limited to office management, administration, or bookkeeping City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 96 45 functions unrelated to the principal business activities of the firm is insufficient to demonstrate control. 7. If state or local law requires the persons to have a particular license or other credential in order to own and/or control a certain type of firm, then the socially and economically disadvantaged persons who own and/or control a potential DBE firm of that type must possess the required license or credential. If state or local law does not require such a person to have such a license or credential to own and/or control a firm, the Metropolitan Council will not deny certification solely on the ground that the person lacks the license or credential. However, the Metropolitan Council may take into account the absence of the license or credential as one factor in determining whether the socially and economically disadvantaged owners actually control the firm. 8. The Metropolitan Council will consider differences in the remuneration between the eligible owners and other participants in the firm in determining whether to certify a firm as a DBE. Such consideration shall be in the context of the duties of the persons involved, normal industry practices, the firm’s policy and practices concerning reinvestment of income, and any other explanations for the differences proffered by the firm. The Metropolitan Council may determine that a firm is controlled by its eligible owner although that owner’s remuneration is lower than that of some other participants in the firm. In a case where a non-eligible individual formerly controlled the firm, and an eligible individual now controls it, the Metropolitan Council may consider a difference between the remuneration of the former and current person who controls the firm as a factor in determining who controls the firm, particularly when the non-eligible individual remains involved with the firm and continues to receive greater compensation than the eligible individual. 9. In order to be viewed as controlling a firm, an eligible owner cannot engage in outside employment or other business interests that conflict with the management of the firm or prevent the individual from devoting sufficient time and attention to the affairs of the firm to control its activities. For example, absentee ownership of a business and part-time work in a full-time firm are not viewed as constituting control. However, an individual could be viewed as controlling a part-time business that operates only on evenings and/or weekends, if the individual controls it all the time that it is operating. 10. An eligible individual may control a firm even though one or more of the individual’s immediate family members (who themselves are not eligible individuals) participate in the firm as a manager, employee, owner, or in another capacity. Except as otherwise provided in this section, the Metropolitan Council will make a judgement about the control the eligible owner exercises vis-a-vis other persons involved in the business as you do in other situations, without regard to whether or not the other persons are immediate family members. If the Metropolitan Council cannot determine that the eligible owners- as distinct from the family as a whole- control the firm, then the eligible owners have failed to carry their burden of proof concerning control, even though they may participate significantly in the firm’s activities. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 97 46 11. Where a firm was formerly owned and/or controlled by a non-eligible individual (whether or not an immediate family member), ownership and/or control were transferred to an eligible individual, and the non-eligible individual remains involved with the firm in any capacity, the eligible individual now owning the firm must demonstrate, by clear and convincing evidence, that: a. The transfer of ownership and/or control to the eligible individual was made for reasons other than obtaining certification as a DBE; and b. The eligible individual actually controls the management, policy, and operations of the firm, notwithstanding the continuing participation of a non-eligible individual who formerly owned and/or controlled the firm. 12. In determining whether a firm is controlled by its eligible owners, the Metropolitan Council may consider whether the firm owns equipment necessary to perform its work. However, the Metropolitan Council will not determine that a firm is not controlled by eligible owners solely because the firm leases, rather than owns, such equipment, where leasing equipment is a normal industry practice and the lease does not involve a relationship with a prime contractor or other party that compromises the independence of the firm. 13. The Metropolitan Council will grant certification to a firm only for specific types of work in which the eligible owners have the ability to control the firm. To become certified in an additional type of work, the firm must demonstrate to the Metropolitan Council that its eligible owners are able to control the firm with respect to that type of work. The Metropolitan Council will not, in this situation, require that the firm be re-certified or submit a new application for certification, but must verify the eligible owner’s control of the firm in the additional type of work. 14. A business operating under a franchise or license agreement may be certified as a DBE if it meets the standards in 49 CFR Part 26, Subpart D and the franchiser or licenser is not affiliated with the franchisee or licensee. In determining whether affiliations exists, the Metropolitan Council will generally not consider the restraints relating to standardized quality, advertising, accounting format, and other provisions imposed on the franchisee or licensee by the franchise agreement or license, provided that the franchisee or licensee has the right to profit from its efforts and bears the risk of loss commensurate with ownership. Alternatively, even though a franchisee or licensee may not be controlled by virtue of such provisions in the franchise agreement or license, affiliation could arise through other means, such as common management or excessive restrictions on the sale or transfer of the franchise interest or license. 15. In order for a partnership to be controlled by eligible individuals, any non-eligible partners must not have the power, without the specific written concurrence of the eligible partner(s), to contractually bind the partnership or subject the partnership to contract or tort liability. 16. The eligible individuals controlling a firm may use an employee leasing company. The use of such a company does not preclude the eligible individuals from controlling their firm if they continue to maintain an employer-employee relationship with the leased employees. This includes being responsible for hiring, firing, training, assigning, and City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 98 47 otherwise controlling the on-the-job activities of the employees, as well as ultimate responsibility for wage and tax obligations related to the employees. 7.7 Other Considerations In accordance with 49 CFR section 26.73, the Metropolitan Council will utilize the following additional guidelines to determine DBE eligibility: 1. Consideration of whether a firm performs a commercially useful function or is a regular dealer pertains solely to counting toward DBE goals the participation of firms that have already been certified as DBEs. Except as provided in this section, the Metropolitan Council will not consider commercially useful function issues in making decisions about whether to certify a firm as a DBE. 2. The Metropolitan Council may consider, in making certification decisions, whether a firm has exhibited a pattern of conduct indicating involvement in attempts to evade or subvert the intent or requirements of the DBE program. 3. The Metropolitan Council will evaluate the eligibility of a firm on the basis of present circumstances. The Metropolitan Council will not refuse to certify a firm based solely on historical information indicating a lack of ownership or control of the firm by eligible individuals at some time in the past, if the firm currently meets the ownership and control standards of this part. Nor will the Metropolitan Council refuse to certify a firm solely on the basis that it is a newly formed firm. 4. DBE firms and firms seeking DBE certification must cooperate fully with requests by the Metropolitan Council and DOT for information relevant to the certification process. Failure or refusal to provide such information is grounds for a denial or removal of certification. 5. Only firms organized for profit may be eligible DBEs. Not-for-profit organizations, even though controlled by eligible individuals, are not eligible to be certified as DBEs. 6. An eligible DBE firm must be owned by individuals who are socially and economically disadvantaged. Except as provided in this paragraph, a firm that is not owned by such individuals, but instead is owned by another firm- even a DBE firm- cannot be an eligible DBE. a. If eligible individuals own and control a firm through a parent or holding company, established for tax, capitalization or other purposes consistent with industry practice, and the parent or holding company in turn owns and controls an operating subsidiary, the Metropolitan Council may certify the subsidiary if it otherwise meets all requirements of this subpart. In this situation, the individual owners and controllers of the parent or holding company are deemed to control the subsidiary through the parent or holding company. b. The Metropolitan Council may certify such a subsidiary only if there is cumulatively 51% ownership of the subsidiary by eligible individuals. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 99 48 7. Recognition of a business as a separate entity for tax or corporate purposes is not necessarily sufficient to demonstrate that a firm is an independent business, owned and controlled by eligible individuals. 8. A firm that is owned by an Indian tribe, Alaska Native Corporation, or Native Hawaiian organization as an entity, rather than by Indians, Alaska Natives, or Native Hawaiians, as individuals, may be eligible for certification. Such a firm must meet the size standards of Section 26.65; and such a firm must be controlled by eligible individuals, as provided in Section 26.71. 8.0 CERTIFICATION PROCEDURES (SUBPART E) 8.1 Unified Certification Program In accordance with 49 CFR section 26.81, the Metropolitan Council will participate with other DOT recipients in Minnesota in a Unified Certification Program (UCP) as follows. 1. The Metropolitan Council and other recipients in Minnesota will sign an agreement establishing the UCP for Minnesota and submit the agreement to the Secretary for approval no later than March 4, 2002. The Secretary may, on the basis of extenuating circumstances shown by the recipients in Minnesota, extend this deadline for no more than one additional year. 2. The UCP agreement must provide for the establishment of a UCP that meets all the requirements of 49 CFR section 26.81, and as summarized in this section. The agreement must specify the following: a. That the UCP will follow all certification procedures and standards of this part, on the same basis as recipients; b. That the UCP shall cooperate fully with oversight, review, and monitoring activities of DOT and its operating administrations; c. That the UCP shall implement DOT directives and guidance concerning certification matters; and d. Commit UCP participants to ensuring that the UCP has sufficient resources and expertise to carry out the requirements of this part. The agreement shall include an implementation schedule ensuring that the UCP is fully operational no later than 18 months following the approval of the agreement by the Secretary. 3. Subject to approval by the Secretary, the UCP in each state may take any form acceptable to the recipients in that state. 4. The Secretary shall review the UCP and approve it, disapprove it, or remand it to the recipients in the state for revisions. A complete agreement that is not disapproved or remanded within 180 days of its receipt by the Secretary will be deemed to be accepted. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 100 49 5. If the Metropolitan Council and other Minnesota recipients fail to meet the deadlines set forth in this section, they will have the opportunity to make an explanation to the Secretary why a deadline could not be met and why meeting the deadline was beyond the control of the Minnesota recipients. If the Minnesota recipients fail to make such an explanation, or the explanation does not justify the failure to meet the deadline, the Secretary shall direct them to complete the required action by a date certain. If the Metropolitan Council and the other Minnesota recipients fail to carry out this direction in a timely manner, they will be collectively in noncompliance with this part. 6. The UCP shall make all certification decisions on behalf of all DOT recipients in Minnesota with respect to participation in the DOT DBE Program. Specifically: a. Certification decisions by the UCP shall be binding on all DOT recipients within the state. b. The UCP shall provide “one-stop shopping” to applicants for certification, such that an applicant is required to apply only once for a DBE certification that will be honored by all recipients in the state. c. All obligations of recipients with respect to certification and nondiscrimination must be carried out by UCPs, and recipients may use only UCPs that comply with the certification and nondiscrimination requirements of this part. 7. All certifications by UCPs shall be pre-certifications; i.e., certifications that have been made final before the due date for bids or offers on a contract on which a firm seeks to participate as a DBE. 8. The Minnesota UCP will not be required to process an application for certification from a firm having its principal place of business outside the state if the firm is not certified by the UCP in the state in which it maintains its principal place of business. The “home state” UCP shall share its information and documents concerning the firm with other UCPs that are considering the firm’s application. 9. Subject to DOT approval as provided in 49 CFR section 26.81, the recipients in two or more states may form a regional UCP. UCPs may also enter into written reciprocity agreements with other UCPs. Such an agreement shall outline the specific responsibilities of each participant. A UCP may accept the certification of any other UCP or DOT recipient. 10. Pending the establishment of UCPs meeting the requirements of this section, you may enter into agreements with other recipients, on a regional or inter-jurisdictional basis, to perform certification functions required by 49 CFR section 26.81. The Minnesota UCP may also grant reciprocity to other recipient’s certification decisions. 11. The Minnesota UCP will maintain a unified DBE directory containing, for all firms certified by the UCP (including those from other states certified under the provisions of this section), the information required by 49 CFR part 26.31. The UCP will make the directory available to the public electronically, on the internet, as well as in print; and will update the electronic version of the directory by including additions, deletions, and other changes routinely. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 101 50 12. Except as otherwise specified in this section, all provisions of this 49 CFR Part 26, Subpart E and subpart D of this part pertaining to recipients also applies to UCPs. 8.2 Initial Certification Procedures In order to ensure that only firms certified as eligible DBEs under 49 CFR Part 26, Subpart D participate as DBEs in its program. the Metropolitan Council will determine the eligibility of firms as DBEs consistent with the standards of 49 CFR Part 26, Subpart D. When a UCP is formed, the UCP must meet all the requirements of 49 CFR Part 26, Subpart D and Subpart E that recipients are required to meet. The Metropolitan Council will take all the following steps in determining whether a DBE firm meets the standards of 49 CFR Part 26, Subpart D as follows. 1. Require potential DBEs to complete and submit an appropriate application form. The Metropolitan Council will make sure that the applicant attests to the accuracy and truthfulness of the information on the application form. This shall be done either in the form of an affidavit sworn to by the applicant who is authorized by state law to administer oaths or in the form of an unsworn declaration executed under penalty of perjury of the laws of the United States. Subject to the approval of the concerned operating administration as part of the its DBE program, the Metropolitan Council may impose a reasonable application fee for certification. Fee waivers shall be made in appropriate cases. 2. The Metropolitan Council will review all information on the form prior to making a decision about the eligibility of the firm. This review will include the following: a. Perform an on-site visit to the offices of the firm. The Metropolitan Council must interview the principal officers of the firm and review their resumes and/or work histories; and must also perform an on-site visit to job sites if there are such sites on which the firm is working at the time of the eligibility investigation in your jurisdiction or local area. The Metropolitan Council may rely upon the site visit report of any other recipient with respect to a firm applying for certification. b. If the firm is a corporation, analyze the ownership of stock in the firm. c. Analyze the bonding and financial capacity of the firm. d. Determine the work history of the firm, including contracts it has received and work it has completed. e. Obtain a statement from the firm of the type of work it prefers to perform as part of the DBE program and its preferred locations for performing the work, if any. f. Obtain or compile a list of the equipment owned by or available to the firm and the licenses the firm and its key personnel possess to perform the work it seeks to do as part of the DBE program. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 102 51 3. When another DOT recipient has certified a firm, the Metropolitan Council has the discretion to take any of the following actions: a. Certify the firm in reliance on the certification decision of the other recipient; b. Make an independent certification decision based on documentation provided by the other recipient, augmented by any additional information the Metropolitan Council requires the applicant to provide; or c. Require the applicant to go through the Metropolitan Council’s application process without regard to the action of the other recipient. 4. When another recipient, in connection with its consideration of the eligibility of a firm, makes a written request for certification information that the Metropolitan Council has obtained about that firm (e.g., including application materials or the report of a site visit, if you have made one to the firm), the Metropolitan Council will promptly make the information available to the other recipient. 5. The Metropolitan Council must safeguard from disclosure to unauthorized persons information gathered as part of the certification process that may reasonably be regarded as proprietary or other confidential business information, consistent with applicable Federal, state, and local law. 6. Once the Metropolitan Council has certified a DBE, it shall remain certified for a period of at least three years unless and until its certification has been removed through the procedures of 49 CFR section 26.87. The Metropolitan Council may not require DBEs to reapply for certification as a condition of continuing to participate in this program during this three-year period, unless the factual basis on which the certification was made changes. 7. DBEs must inform the Metropolitan Council or UCP in writing of any change in the circumstances affecting its ability to meet size, disadvantaged status, ownership, or control requirements of 49 CFR Part 26, Subpart D or any material change in the information provided in the Metropolitan Council’s application form. a. Changes in management responsibility among members of a limited liability company are covered by this requirement. b. DBEs must attach supporting documentation describing in detail the nature of such changes. c. The notice must take the form of an affidavit sworn to by the applicant before a person who is authorized by state law to administer oaths or of an unsworn declaration executed under penalty of perjury of the laws of the United States. The DBE must provide the written notification within 30 days of the occurrence of such change. If the DBE fails to make timely notification of such a change, they will be deemed to have failed to cooperate under Section 26.109(c). City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 103 52 8. DBEs must provide to the Metropolitan Council every year on the anniversary date of its certification, an affidavit sworn to by the firm’s owners before a person who is authorized by state law to administer oaths or an unsworn declaration executed under penalty of perjury of the laws of the United States. This affidavit must affirm that there have been no changes in the firm’s circumstances affecting its ability to meet size, disadvantaged status, ownership, or control requirements of this part or any material changes in the information provided in its application form, except for changes about which the DBE has notified the Metropolitan Council such as those described in this section. The affidavit shall specifically affirm that the DBE firm continues to meet SBA business size criteria and the overall gross receipts cap of 49 CFR Part 26, Subpart D, documenting this affirmation with supporting documentation of the firm’s size and gross receipts. If a DBE fails to provide this affidavit in a timely manner, they will be deemed to have failed to cooperate under 49 CFR section 26.109(c). 9. The Metropolitan Council will make decisions on applications for certification within 90 days of receiving from the applicant firm all information required under this part. This time period may be extended once, for no more than 60 days, upon written notice to the firm, explaining fully and specifically reasons for the extension. Failure by the Metropolitan Council to make a decision by this deadline will be deemed a constructive denial of the application, on the basis of which the applicant firm may appeal to DOT under 49 CFR section 26.89. 8.3 Recertification Procedures Firms that are certified as DBEs by the Metropolitan Council may renew their certification by applying for recertification and demonstrating their continued eligibility. 1. Not less than 3 months prior to expiration of the initial certification date, the Metropolitan Council will send a letter to the DBE firm notifying it of its responsibility to submit an application for recertification. 2. The Metropolitan Council may, at its discretion, require any and all documentation required of an initial certification in order to recertify a firm as a DBE. 3. All other procedures for recertification shall be the same as those for initial certification. 8.4 Denials and Re-Application Procedures 1. When the Metropolitan Council denies a request by a firm not currently certified with the Metropolitan Council to be certified as a DBE, the Metropolitan Council will provide the firm a written explanation of the reason for the denial, specifically referencing the evidence in the record that supports each reason for the denial. All documents and other information on which the denial is based will be made available to the applicant, on request. 2. When the Metropolitan Council denies a firm DBE certification, it may reapply after one year. The time period for reapplication begins to run on the date the explanation required by paragraph 1 above is received by the firm. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 104 53 3. When the Metropolitan Council makes an administratively final denial of certification concerning a firm, the firm may appeal the denial to the Department under 49 CFR section 26.89. 8.5 Decertfications 8.5.1 Ineligibility complaints 1. Any person may file with the Metropolitan Council a written complaint alleging that a currently certified firm is ineligible and specifying the alleged reasons why the firm is ineligible. The Metropolitan Council is not required to accept a general allegation that a firm is ineligible or an anonymous complaint. The complaint may include any information or arguments supporting the complainant’s assertion that the firm is ineligible and should not continue to be certified. Confidentiality of complainant’s identities must be protected as provided in 49 CFR section 26.109(b). 2. The Metropolitan Council will review its records concerning the firm, any material provided by the firm, and the complainant, and other available information. The Metropolitan Council may request additional information from the firm or conduct any other investigation that it deems necessary. 3. If the Metropolitan Council determines, based on this review, that there is reasonable cause to believe that the firm is ineligible, the Metropolitan Council will provide written notice to the firm that it proposes to find the firm ineligible, setting forth the reasons for the proposed determination. If the Metropolitan Council determines that such reasonable cause does not exist, it will notify the complainant and the firm in writing of this determination and the reasons for it. All statements of reasons for findings on the issues of reasonable cause must specifically reference the evidence in the record on which each reason is based. 8.5.2 Recipient-initiated proceedings 1. If, based on notification by the firm of a change in its circumstances or other information that comes the attention of the Metropolitan Council, it determines that there is reasonable cause to believe that a currently certified firm is ineligible, the Metropolitan Council will provide written notice to the firm that it proposes to find the firm ineligible, setting forth the reasons for the proposed determination. The statement of reasons for the finding of reasonable cause must specifically reference the evidence in the record on which each reason is based. 8.5.3 DOT directive to initiate proceeding 1. If the concerned operating administration determines that information in the Metropolitan Council’s certification records, or other information available to the concerned operating administration, provides reasonable cause to believe that a firm that the Metropolitan Council certified does not meet the eligibility criteria of this part, the concerned operating administration may direct the Metropolitan Council to initiate a proceeding to remove the firm’s certification. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 105 54 2. The concerned operating administration will provide the Metropolitan Council and the firm a notice setting forth the reasons for the directive, including any relevant documentation or other information. 3. The Metropolitan Council will immediately commence and prosecute a proceeding to remove eligibility as provided in this section. 8.5.4 Hearing 1. When the Metropolitan Council notifies a firm that there is reasonable cause to remove its eligibility, as provided in this section, the Metropolitan Council will give the firm an opportunity for an informal hearing, at which the firm may respond to the reasons for the proposal to remove its eligibility in person and provide information and arguments concerning why it should remain certified. 2. In such proceeding, the Metropolitan Council shall bear the burden of proving, by a preponderance of the evidence, that the firm does not meet the certification standards of this part. 3. The Metropolitan Council will maintain a complete record of the hearing, by any means acceptable under state law for the retention of a verbatim record of an administrative hearing. If there is an appeal to DOT under 49 CFR part 26.89, the Metropolitan Council will provide a transcript of the hearing to DOT and, on request, to the firm. The Metropolitan Council will retain the original record of the hearing; and may charge the firm only for the cost of copying the record. 4. The firm may elect to present information and arguments in writing, without going to a hearing. In such a situation, the Metropolitan Council will bear the same burden of proving, by a preponderance of the evidence, that the firm does not meet the certification standards, as it would during a hearing. 8.5.5 Separation of functions 1. The Metropolitan Council will ensure that the decision in a proceeding to remove a firm’s eligibility is made by an office and personnel that did not take part in actions leading to or seeking to implement the proposal to remove the firm’s eligibility and are not subject, with respect to the matter, to direction from the office or personnel who did take part in these actions. 2. The decision-maker must be an individual who is knowledgeable about the certification requirements of the Metropolitan Council’s DBE program and of the requirements of 49 CFR Part 26. 8.5.6 Grounds for decision 1. The Metropolitan Council will not base a decision to remove eligibility on a reinterpretation or changed opinion of information available to the recipient at the time of certification of the firm. The Metropolitan Council may base such a decision only on one or more of the following: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 106 55 2. Changes in the firm’s circumstances since the certification of the firm by the Metropolitan Council that renders the firm unable to meet the eligibility standards of this part. a. Information or evidence not available to the Metropolitan Council at the time the firm was certified. b. Information that was concealed or misrepresented by the firm in previous certification actions by the Metropolitan Council. c. A change in the certification standards or requirements of the Department since the Metropolitan Council certified the firm. d. A documented finding that the Metropolitan Council’s determination to certify the firm was factually erroneous. 8.5.7 Notice of decision 1. Following its decision, the Metropolitan Council will provide the firm written notice of the decision and the reasons for it, including specific references to the evidence in the record that supports each reason for the decision. The notice will inform the firm of the consequences of the Metropolitan Council’s decision and of the availability of an appeal to the Department of Transportation under 49 CFR part 26.89. The Metropolitan Council will send copies of the notice to the complainant or the concerned operating administration that had directed the Metropolitan Council to initiate the proceeding. 8.5.8 Status of firm during proceeding 1. A firm remains an eligible DBE during the time that the Metropolitan Council’s proceeding to remove its eligibility is pending. 2. The firm does not become ineligible until the issuance of the notice provided for in this section. 8.5.9 Effects of removal of eligibility When it removes a firm’s eligibility, the Metropolitan Council will take the following action: 1. When a prime contractor has made a commitment to using the ineligible firm, or the Metropolitan Council has made a commitment to using a DBE prime contractor, but a subcontract or contract has not been executed before you issue the decertification notice provided for in this section, the ineligible firm does not count toward the contract goal or overall goal. The Metropolitan Council will direct the prime contractor to meet the contract goal with an eligible DBE firm or demonstrate that it has made a good faith effort to do so, in accordance Section V. 2. If a prime contractor has executed a subcontract with the firm before the Metropolitan Council has notified the firm of its ineligibility, the prime contractor may continue to use the firm on the contract and may continue to receive credit toward its DBE goal for the firm’s work. In this case, or in a case where the Metropolitan Council has let a prime City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 107 56 contract to the DBE that was later ruled ineligible, the portion of the ineligible firm’s performance of the contract remaining after the Metropolitan Council issued the notice of its ineligibility shall not count toward the Metropolitan Council’s overall goal, but may count toward the contract goal. 8.5.10 Exception 1. If the DBE’s ineligibility is caused solely by its having exceeded the size standard during the performance of the contract, the Metropolitan Council may continue to count its participation on that contract toward overall and contract goals. 8.5.11 Availability of Appeal 1. When the Metropolitan Council finalizes an administrative removal of a firm’s eligibility under this section, the firm may appeal the removal to the Department under 49 CFR section 26.89. 8.6 Certification Appeals 1. Firms denied certification or whose eligibility is removed by a recipient, may make an administrative appeal to the Department. a. A complainant in an ineligibility complaint to the Metropolitan Council (including the concerned operating administration in the circumstances provided in 49 CFR section 26.87(c), may appeal to the Department if the Metropolitan Council does not find reasonable cause to propose removing the firm’s eligibility or, following a removal of eligibility proceeding, determines that the firm is eligible. b. Appeals should be sent to: Department of Transportation, Office of Civil Rights, 400 7th Street, SW, Room 2401, Washington, D.C. 20590. 2. Pending the Department’s decision in the matter, the Metropolitan Council’s decision remains in effect. The Department does not stay the effect of the Metropolitan Council’s decision while it is considering an appeal. 3. If a firm wants to file an appeal, it must send a letter to the Department within 90 days of the date of the Metropolitan Council’s final decision, including information and arguments concerning why the Metropolitan Council’s decision should be reversed. The Department may accept an appeal filed later than 90 days after the date of the decision if the Department determines that there was good cause for the late filing of the appeal. a. An appellant who is a firm that has been denied certification, whose certification has been removed, whose owner is determined not to be a member of a designated disadvantaged group, or concerning whose owner the presumption of disadvantage has been rebutted, must include in its letter the name and address of any other recipient which currently certifies the firm or removed the firm’s eligibility within one year prior to the date of the appeal, or before which an application for certification or a removal of eligibility is pending. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 108 57 Failure to provide this information may be deemed a failure to cooperate under 49 CFR section 26.109(c). b. An appellant other than one described above, the Department will request, and the firm whose certification has been questioned shall promptly provide, the information called for in the paragraph above. Failure to provide this information may be deemed a failure to cooperate under 49 CFR section 26.109(c). 4. When it receives an appeal, the Department will request a copy of the Metropolitan Council’s complete administrative record in the matter. The Metropolitan Council will provide the administrative record, including a hearing transcript, within 20 days of the Department’s request. The Department may extend this time period on the basis of the Metropolitan Council’s showing of good cause. To facilitate the Department’s review of a recipient’s decision, such administrative records must be well organized, indexed, and paginated. Records that do not comport with these requirements are not acceptable and will be returned to the Metropolitan Council be corrected immediately. If an appeal is brought concerning one recipient’s certification decision concerning a firm, and that recipient relied on the decision and/or administrative record of another recipient, this requirement applies to both recipients involved. 5. The Department will make its decision based solely on the entire administrative record. The department will not make a de novo review of the matter, nor conduct a hearing. The Department may supplement the administrative record by adding relevant information made available by the DOT Office of Inspector General: Federal, state, or local law enforcement authorities; officials of a DOT operating administration or other appropriate DOT office; a recipient; or a firm or other private party. 6. When the Metropolitan Council provides supplementary information to the Department, it will also make this information available to the firm and any third-party complainant involved, consistent with Federal or applicable state laws concerning freedom of information and privacy. The Department makes available, on request by the firm and any third-party complainant involved, any supplementary information it receives from any source. a. The Department affirms the Metropolitan Council’s decision unless it determines, based on the entire administrative record, that its decision is unsupported by substantial evidence or inconsistent with the substantive or procedural provisions of this part concerning certification. b. If the Department determines, after reviewing the entire administrative record, that the Metropolitan Council’s decision was unsupported by substantial evidence or procedural provisions of this part concerning certification, the Department will reverse the Metropolitan Council’s decision and directs it to certify the firm or remove its eligibility, as appropriate. The Metropolitan Council is required to take the action directed by the Department’s decision immediately upon receiving written notice of it. c. The Department will not be required to reverse the Metropolitan Council’s decision if the Department determines that a procedural error did not result in City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 109 58 fundamental unfairness to the appellant or substantially prejudice the opportunity of the appellant to present its case. d. If it appears that the record is incomplete or unclear with respect to matters likely to have a significant impact on the outcome of the case, the Department may remand the record to the Metropolitan Council with instructions seeking clarification or augmentation of the record before making a finding. The Department may also remand a case to the Metropolitan Council for further proceedings consistent with Department instructions concerning the proper application of provisions of this part. e. The Department does not uphold the Metropolitan Council’s decision based on grounds not specified in your decision. f. The Department’s decision is based on the status and circumstances of the firm as of the date of the decision being appealed. g. The Department provides written notice of its decision to the Metropolitan Council, the firm, and the complainant in an ineligibility complaint. A copy of the notice is also sent to any other recipient whose administrative record or decision has been involved in the proceeding. The notice includes the reasons for the Department’s decision, including specific references to the evidence in the record that supports each reason for the decision. h. The Department’s policy is to make its decision within 180 days of receiving the complete administrative record. If the Department does not make its decision within this period, the Department provides written notice to concerned parties, including a statement of the reason for the delay and a date by which the appeal decision will be made. 7. All decisions under this section are administratively final, and are not subject to petitions for reconsideration. 8. If the Metropolitan Council’s action is subject to an appeal under Section 26.89 is taken, the decision is binding. It is not binding on other recipients. 9. If it is subject to a DOT determination under 49 CFR section 26.89, the Metropolitan Council must the following action: a. If the Department determines that the Metropolitan Council erroneously certified a firm, it must remove the firm’s eligibility on receipt of that determination, without further proceedings on the Metropolitan Council’s part. Effective on the date of the Metropolitan Council’s receipt of the Department’s determination, the consequences of a removal of eligibility set forth in 49 CFR section 26.87(I) take effect. b. If the Department determines that the Metropolitan Council erroneously failed to find reasonable cause to remove the firm’s eligibility, it must expeditiously commence a proceeding to determine whether the firm’s eligibility should be removed, as provided in 49 CFR section 26.87. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 110 59 c. If the Department determines that the Metropolitan Council erroneously declined to certify or removed the eligibility of the firm, it must certify the firm, effective on the date of your receipt of the written notice of Department’s determination. d. If the Department determines that the Metropolitan Council erroneously determined that the presumption of social and economic disadvantage either should or should not be deemed rebutted, it must take appropriate corrective action as determined by the Department. e. If the Department affirms the Metropolitan Council’s determination, no further action is necessary. 10. Where DOT has upheld the Metropolitan Council’s denial of certification to or removal of eligibility from a firm or directed the removal of a firm’s eligibility, other recipients with whom the firm is certified may commence a proceeding to remove the firm’s eligibility under 49 CFR section 26.87. Such recipients must not remove the firm’s eligibility absent such a proceeding. Where DOT has reversed your denial of certification to or removal of eligibility of a firm, other recipients must take the DOT action into account in any certification action involving the firm. However, other recipients are not required to certify the firm based on the DOT decision. 9.0 RECORD KEEPING, MONITORING AND ENFORCEMENT 9.1 Bidders List 1. Pursuant to 49 CFR section 26.11(c), the Metropolitan Council will create and maintain a bidder’s list, consisting of firms bidding on prime contracts and bidding or quoting subcontracts on DOT-assisted projects. The Bidders List will include the following minimum information for each firm: a. Firm name; b. Firm address; c. Firm’s status as a DBE or non-DBE; d. The age of the firm; and e. The annual gross receipts of the firm. 9.2 Monitoring Payments to DBEs 1. In accordance with the requirements of Section 6.3 of this program, the Metropolitan Council will require all prime contractors to submit on a monthly basis, evidence of actual payments to each DBE listed on the contract. 2. This evidence shall take the form of the Summary Subcontracts Award and Paid Report. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 111 60 3. The Metropolitan Council will review and monitor the amount actually paid to each DBE and non-DBE in accordance with the requirements of Section 6.3 of this program. 9.3 Reporting to DOT 1. The Metropolitan Council will continue to provide data on its DBE program to the Department as directed by the DOT Operating Administration. The Metropolitan Council shall submit a quarterly report by the last day in January, April, July and October describing the activities undertaken toward progress achieved in meeting the goal of greater DBE participation in its procurement and financial assistance programs during the preceding federal quarter. These reports shall discuss at least the following: 2. Data on the level of DBE participation in contracting and subcontracting activities of the Metropolitan Council and recipients of financial assistance both in terms of number of DBE contracts awarded and the identities of DBEs and the dollar value of work being so contracted. 3. A statistical breakdown and methods of awards to DBEs, for example, open competition, small business set-aside, competitive DBE set-asides, and subcontracts. 4. Data reported by prime contractors under subcontracting as required by federal procurement regulations. 5. A description of any participation or attendance in seminars, conferences, or workshops on DBEs by the Metropolitan Council. 6. A brief description of any problems encountered in the general area of DBEs, or specific contracts or projects. 7. Specific efforts to identify and award contracts to DBEs. 8. A summary of the extent to which percentages have been met. 9. All reports and records will be categorized separately by type of work (by Primary Industry Classification code) for all DBE and other firms. Reports will be made available to the public and DBE reports will be submitted to the Metropolitan Council’s board. 9.4 Availability of Records In responding to requests for information concerning any aspect of the DBE program, the Department complies with provisions of the Federal Freedom of Information and Privacy Acts (5 U.S.C. 552 and 552a). The Department may make available to the public any information concerning the DBE program where not prohibited by Federal law. The Metropolitan Council will safeguard against disclosure to unauthorized persons information that may reasonably be considered as confidential business information, consistent with Federal, State, and local law. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 112 61 9.5 Confidentiality of information The identity of complainants will be kept confidential, at their election. If such confidentiality hinders an investigation, proceeding, or hearing, or will result in a denial of appropriate administrative due process to other parties, the complainant will be advised for the purpose of waiving the privilege. Complainants are advised that, in some cases, failure to waive the privilege may result in the closure of the investigation or dismissal of the proceeding or hearing. FAA follows procedures of 14 CVR Part 16 with respect to confidentiality of information in complaints. 9.6 Cooperation of DBEs All participants in the DBE program are required to cooperate fully and promptly with DOT and Metropolitan Council compliance reviews, certification reviews, investigations, and other requests for information. Failure to do so will be grounds for appropriate action against the party involved. 9.8 Intimidation and Retaliation Prohibited The Metropolitan Council, its contractors, and other program participants must not intimidate, threaten, coerce, or discriminate against any individual or firm for the purpose of interfering with any right or privilege secured by this part or because the individual or firm has made a complaint, testified, assisted, or participated in any manner in any investigation, proceeding, or hearing under the program. Violation of this prohibition will be deemed as noncompliance. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 113 62 City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 114 Page 1 of 5 Reference Numbers: SWLRT Project: 61001 Metropolitan Council: City of St. Louis Park: ___________ PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT MASTER AGREEMENT: Master Funding Agreement – City of St. Louis Park PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • City of St. Louis Park (“City”) SUBORDINATE FUNDING AGREEMENT City of St. Louis Park – SFA 01 (Xenwood Avenue Underpass) This Subordinate Funding Agreement (“SFA”) with the City of St. Louis Park is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement (“MFA”), effective February 3, 2015. 2. The Parties provided in the MFA that certain aspects of funding for the Project or components related to but not part of the Project would be determined in subsequent SFAs. 3. The Parties desire to enter into this SFA to transfer City funds to reimburse the cost for Council activities for professional services and the Council’s administrative fee to produce design plans and a construction cost estimate for proposed components related to, but not part of the Project. 4. The Parties acknowledge that the planning of the Project will require numerous federal, state and local processes, approvals and funding commitments. The environmental review and other processes for the Project are ongoing and the Project is subject to change to address those processes. The outcomes of those processes may affect whether the components requested in this SFA will ultimately be constructed. NOW, THEREFORE, in reliance on the statements in these recitals, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The cost for the Council’s professional services and administration activities authorized by this SFA shall not exceed $382,607 unless authorized in a subsequent agreement or an amendment to this SFA. The Maximum Amount of Authorized Funding is subject to amendment based on, but not limited to, additional environmental documentation, as determined necessary. 2. SFA Budget. The budget for the Council’s activities described in this SFA is provided as Exhibit A. City funds provided for this SFA may only be used for reimbursing the Council’s City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 115 Page 2 of 5 costs for activities directly incurred within the described Description of Activities and as detailed in the MFA. 3. Description of Activities. The activities to be performed by the Council and reimbursed by the City includes the development of design plans, completing required federal, state, and local environmental documentation, and a construction cost estimate for a roadway underpass of Xenwood Avenue near the Wooddale Station in the City (“Underpass”). See Exhibit B for a general depiction and location of the Underpass. If authorized by the City, the Underpass is anticipated to be constructed by the Project and includes excavation quantities and limits, temporary shoring, utility relocations, retaining walls, bridges for the pedestrian/bike trail, freight railroad tracks and LRT tracks, and direct fixation of LRT track to accommodate future Xenwood Avenue improvements. The Council will incorporate the Underpass design plans as a bid alternate in the proposed Project construction bid documents if: a) the environmental review of the Project and the components described in this SFA allow the construction of the Underpass; and b) the Project is permitted to proceed to construction. The Underpass construction specifications will be incorporated in the overall specifications within the Project construction bid documents. No separate or stand alone specifications for the Underpass design plans will be created. After the Council selects a Project construction bid and the bid alternate is public, the City will determine whether or not to accept the bid alternate. If the City chooses to accept the bid alternate, the City is required to enter into a subsequent SFA authorizing the Council to construct the bid alternate and reimburse the Council costs. 4. Environmental Documentation. The Federal Transit Administration (“FTA”) is the Project’s lead federal agency under the National Environmental Policy Act of 1969 (“NEPA”) and the Council is the Responsible Governmental Unit under the Minnesota Environmental Policy Act of 1973 (“MEPA”). The FTA and the Council will complete the environmental review process for the Project, including the components described in this SFA proposed to be constructed as part of the Project. Notwithstanding any contrary language in the MFA or this SFA, the disclosure of draft environmental documents are subject to the Minnesota Government Data Practices Act, Minn. Statutes, Chapter 13, and applicable federal law and the Council in its sole discretion shall determine when such documents can or will be shared with the City. 5. Release of Design Plans. If the City does not enter into an SFA with the Council to construct the Underpass along with the construction of the Project, but requests the Council to release the Underpass design plans to the City, for the purpose of current or future use of the plans, the Council shall release the design plans provided an amendment to this SFA or a subsequent agreement is executed by the Parties to address indemnification, liability, claims, access, copyright, and related issues as a result of the release of the Underpass design plans. 6. Property Acquisition. It is anticipated that property rights will need to be acquired to construct the proposed Underpass. If it is required to acquire property rights for the Underpass, subsequent agreements must address property access, acquisition, disposition, and other real property matters needed to construct the Underpass beyond what is required to construct the Project. 7. Project Activity Periods. The term of this SFA shall be effective as of February 3, 2015 and shall terminate on the date all costs under this SFA have been reimbursed, unless terminated City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 116 Page 3 of 5 earlier consistent with the terms of the MFA. 8. No Guarantee of Construction. This SFA describes terms requiring the City to reimburse the Council’s cost for design activities associated with the requested Underpass. It does not guarantee that the Underpass will satisfy environmental review or be constructed. The City and the Council acknowledge that nothing in this Agreement shall require the Council to take any action or make any decision that will prejudice or compromise any review or decision-making processes required under state and federal environmental review laws, regulations or rules. The Parties intend this Agreement to be interpreted consistent with statutory and other legal authorities, including but not limited to the MEPA and the NEPA. The Parties agree that this SFA does not limit the alternatives or mitigative measures that the Council may undertake in the development and construction of the Project. The Council retains the right to make decisions and necessary approvals associated with Project requirements. 9. Incorporation. The terms, conditions, and definitions of the MFA are expressly incorporated into this SFA. CITY OF ST. LOUIS PARK METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 117 Page 4 of 5 Exhibit A SFA Budget – Xenwood Avenue Underpass near Wooddale Station Item Cost Professional Services Design Cost $351,587 Environmental Documentation Cost1 19,876 Professional Services Subtotal $371,463 Administrative Fee (3% of Professional Services) 11,144 Maximum Amount of Authorized Funding $382,607 1Additional environmental documentation (e.g., cultural resources survey, contaminated property investigation, etc.) may be required and authorized in a subsequent agreement or by amending this SFA, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 118 Page 5 of 5 Exhibit B Xenwood Avenue Underpass near Wooddale Station City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 119 Page 1 of 5 Reference Numbers: SWLRT Project: 61001 Metropolitan Council: City of St. Louis Park: ___________ PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT MASTER AGREEMENT: Master Funding Agreement – City of St. Louis Park PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • City of St. Louis Park (“City”) SUBORDINATE FUNDING AGREEMENT City of St. Louis Park – SFA 02 (Beltline Boulevard Underpass) This Subordinate Funding Agreement (“SFA”) with the City of St. Louis Park is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement (“MFA”), effective February 3, 2015. 2. The Parties provided in the MFA that certain aspects of funding for the Project or components related to but not part of the Project would be determined in subsequent SFAs. 3. The Parties desire to enter into this SFA to transfer City funds to reimburse the cost for Council activities for professional services and the Council’s administrative fee to produce design plans and a construction cost estimate for proposed components related to, but not part of the Project. 4. The Parties acknowledge that the planning of the Project will require numerous federal, state and local processes, approvals and funding commitments. The environmental review and other processes for the Project are ongoing and the Project is subject to change to address those processes. The outcomes of those processes may affect whether the components requested in this SFA will ultimately be constructed. NOW, THEREFORE, in reliance on the statements in these recitals, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The cost for the Council’s professional services and administration activities authorized by this SFA shall not exceed $1,192,792 unless authorized in a subsequent agreement or an amendment to this SFA. The Maximum Amount of Authorized Funding is subject to amendment based on, but not limited to, additional environmental documentation, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 120 Page 2 of 5 2. SFA Budget. The budget for the Council’s activities described in this SFA is provided as Exhibit A. City funds provided for this SFA may only be used for reimbursing the Council’s costs for activities directly incurred within the described Description of Activities and as detailed in the MFA. 3. Description of Activities. The activities to be performed by the Council and reimbursed by the City includes the development of design plans, completing required federal, state, and local environmental documentation, and a construction cost estimate for a roadway underpass of Beltline Boulevard near the Beltline Station in the City (“Beltline Underpass”). See Exhibit B for a general depiction and location of the Beltline Underpass. If authorized by the City, the Beltline Underpass is anticipated to be constructed by the Project and includes excavation quantities and limits, temporary shoring, utility relocations, retaining walls, bridges for the pedestrian/bike trail, freight railroad tracks and LRT tracks, direct fixation of the LRT track, and a pump station for storm water. The Council will incorporate the Beltline Underpass design plans as a bid alternate in the proposed Project construction bid documents if: a) the environmental review of the Project and the components described in this SFA allow the construction of the Beltline Underpass; and b) the Project is permitted to proceed to construction. The Beltline Underpass construction specifications will be incorporated in the overall specifications within the Project construction bid documents. No separate or stand alone specifications for the Beltline Underpass design plans will be created. After the Council selects a Project construction bid and the bid alternate is public, the City will determine whether or not to accept the bid alternate. If the City chooses to accept the bid alternate, the City is required to enter into a subsequent SFA authorizing the Council to construct the bid alternate and reimburse the Council costs. 4. Environmental Documentation. The Federal Transit Administration (“FTA”) is the Project’s lead federal agency under the National Environmental Policy Act of 1969 (“NEPA”) and the Council is the Responsible Governmental Unit under the Minnesota Environmental Policy Act of 1973 (“MEPA”). The FTA and the Council will complete the environmental review process for the Project, including the components described in this SFA proposed to be constructed as part of the Project. Notwithstanding any contrary language in the MFA or this SFA, the disclosure of draft environmental documents are subject to the Minnesota Government Data Practices Act, Minn. Statutes, Chapter 13, and applicable federal law and the Council in its sole discretion shall determine when such documents can or will be shared with the City. 5. Release of Design Plans. If the City does not enter into an SFA with the Council to construct the Beltline Underpass along with the construction of the Project, but requests the Council to release the Beltline Underpass design plans to the City for the purpose of current or future use of the plans an amendment to this SFA or subsequent agreement is executed by the Parties to address indemnification, liability, claims, access, copyright, and related issues as a result of the release of the Beltline Underpass design plans. 6. Property Acquisition. It is anticipated that property rights will need to be acquired to construct the proposed Beltline Underpass. If it is required to acquire property rights for the Beltline Underpass, subsequent agreements must address property access, acquisition, disposition, and City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 121 Page 3 of 5 other real property matters needed to construct the Beltline Underpass beyond what is required to construct the Project. 7. Project Activity Periods. The term of this SFA shall be effective as of February 3, 2015 and shall terminate on the date all costs under this SFA have been reimbursed, unless terminated earlier consistent with the terms of the MFA. 8. No Guarantee of Construction. This SFA describes terms requiring the City to reimburse the Council’s cost for design activities associated with the requested Beltline Underpass. It does not guarantee that the Beltline Underpass will satisfy environmental review or be constructed. The City and the Council acknowledge that nothing in this Agreement shall require the Council to take any action or make any decision that will prejudice or compromise any review or decision-making processes required under state and federal environmental review laws, regulations or rules. The Parties intend this Agreement to be interpreted consistent with statutory and other legal authorities, including but not limited to the MEPA and the NEPA. The Parties agree that this SFA does not limit the alternatives or mitigative measures that the Council may undertake in the development and construction of the Project. The Council retains the right to make decisions and necessary approvals associated with Project requirements. 9. Incorporation. The terms, conditions, and definitions of the MFA are expressly incorporated into this SFA. CITY OF ST. LOUIS PARK METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 122 Page 4 of 5 Exhibit A SFA Budget –Beltline Boulevard Underpass at LRT, Freight Rail and Pedestrian/Bike Trail Crossing Item Cost Professional Services Design Cost $1,121,507 Environmental Documentation Cost1 36,543 Professional Services Subtotal $1,158,050 Administrative Fee (3% of Professional Services) 34,742 Maximum Amount of Authorized Funding $1,192,792 1Additional environmental documentation (e.g., cultural resources survey, contaminated property investigation, etc.) may be required and authorized in a subsequent agreement or by amending this SFA, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 123 Page 5 of 5 Exhibit B Beltline Boulevard Underpass at LRT, Freight Rail and Pedestrian/Bike Trail Crossing City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 124 Page 1 of 5 Reference Numbers: SWLRT Project: 61001 Metropolitan Council: City of St. Louis Park: ___________ PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT MASTER AGREEMENT: Master Funding Agreement – City of St. Louis Park PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • City of St. Louis Park (“City”) SUBORDINATE FUNDING AGREEMENT City of St. Louis Park – 03 (Lynn Avenue Extension) This Subordinate Funding Agreement (“SFA”) with the City of St. Louis Park is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement (“MFA”), effective February 3, 2015. 2. The Parties provided in the MFA that certain aspects of funding for the Project or components related to but not part of the Project would be determined in subsequent SFAs. 3. The Parties desire to enter into this SFA to transfer City funds to reimburse the cost for Council activities for professional services and the Council’s administrative fee to produce design plans and a construction cost estimate for proposed components related to, but not part of the Project. 4. The Parties acknowledge that the planning of the Project will require numerous federal, state and local processes, approvals and funding commitments. The environmental review and other processes for the Project are ongoing and the Project is subject to change to address those processes. The outcomes of those processes may affect whether the components requested in this SFA will ultimately be constructed. NOW, THEREFORE, in reliance on the statements in these recitals, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The cost for the Council’s professional services and administration activities authorized by this SFA shall not exceed $72,230 unless authorized in a subsequent agreement or an amendment to this SFA. The Maximum Amount of Authorized Funding is subject to amendment based on, but not limited to, additional environmental documentation, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 125 Page 2 of 5 2. SFA Budget. The budget for the Council’s activities described in this SFA is provided as Exhibit A. City funds provided for this SFA may only be used for reimbursing the Council’s costs for activities directly incurred within the described Description of Activities and as detailed in the MFA. 3. Description of Activities. The activities to be performed by the Council and reimbursed by the City includes the development of design plans, completing required federal, state, and local environmental documentation, and a construction cost estimate for pedestrian and vehicular circulation and access improvements at Beltline Station in the City, including the extension of Lynn Avenue and a new road along the north side of the LRT and freight rail corridor (“Lynn Avenue Extension”). The proposed Lynn Avenue Extension generally extends south of the County Road 25/Lynn Avenue intersection to just north of the pedestrian trail and along the north side of the trail to the park and ride surface lot. See Exhibit B for a general depiction and location of the Lynn Avenue Extension. If authorized by the City, the Lynn Avenue Extension is anticipated to be constructed by the Project and includes excavation quantities and limits, temporary shoring, retaining walls, and a new roadway section. The Council will incorporate the Lynn Avenue Extension design plans as a bid alternate in the proposed Project construction bid documents if: a) the environmental review of the Project and the components described in this SFA allow the construction of the Lynn Avenue Extension; and b) the Project is permitted to proceed to construction. The Lynn Avenue Extension construction specifications will be incorporated in the overall specifications within the Project construction bid documents. No separate or stand alone specifications for the Lynn Avenue Extension design plans will be created. After the Council selects a Project construction bid and the bid alternate is public, the City will determine whether or not to accept the bid alternate. If the City chooses to accept the bid alternate, the City is required to enter into a subsequent SFA authorizing the Council to construct the bid alternate and reimburse the Council costs. 4. Environmental Documentation. The Federal Transit Administration (“FTA”) is the Project’s lead federal agency under the National Environmental Policy Act of 1969 (“NEPA”) and the Council is the Responsible Governmental Unit under the Minnesota Environmental Policy Act of 1973 (“MEPA”). The FTA and the Council will complete the environmental review process for the Project, including the components described in this SFA proposed to be constructed as part of the Project. Notwithstanding any contrary language in the MFA or this SFA, the disclosure of draft environmental documents are subject to the Minnesota Government Data Practices Act, Minn. Statutes, Chapter 13, and applicable federal law and the Council in its sole discretion shall determine when such documents can or will be shared with the City. 5. Release of Design Plans. If the City does not enter into an SFA with the Council to construct the Lynn Avenue Extension along with the construction of the Project, but requests the Council to release the Lynn Avenue Extension design plans to the City for the purpose of current or future use of the plans, the Council shall release the design plans provided an amendment to this SFA or a subsequent agreement is executed by the Parties to address indemnification, liability, claims, access, copyright, and related issues as a result of the release of the Lynn Avenue Extension design plans. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 126 Page 3 of 5 6. Property Acquisition. It is anticipated that property rights will need to be acquired to construct the proposed Lynn Avenue Extension. If it is required to acquire property rights for the Lynn Avenue Extension, subsequent agreements must address property access, acquisition, disposition, and other real property matters needed to construct the Lynn Avenue Extension beyond what is required to construct the Project. 7. Project Activity Periods. The term of this SFA shall be effective as of February 3, 2015 and shall terminate on the date all costs under this SFA have been reimbursed, unless terminated earlier consistent with the terms of the MFA. 8. No Guarantee of Construction. This SFA describes terms requiring the City to reimburse the Council’s cost for design activities associated with the requested Lynn Avenue Extension. It does not guarantee that the Lynn Avenue Extension will satisfy environmental review or be constructed. The City and the Council acknowledge that nothing in this Agreement shall require the Council to take any action or make any decision that will prejudice or compromise any review or decision-making processes required under state and federal environmental review laws, regulations or rules. The Parties intend this Agreement to be interpreted consistent with statutory and other legal authorities, including but not limited to the MEPA and the NEPA. The Parties agree that this SFA does not limit the alternatives or mitigative measures that the Council may undertake in the development and construction of the Project. The Council retains the right to make decisions and necessary approvals associated with Project requirements. 9. Incorporation. The terms, conditions, and definitions of the MFA are expressly incorporated into this SFA. CITY OF ST. LOUIS PARK METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 127 Page 4 of 5 Exhibit A SFA Budget – Lynn Avenue Extension Item Cost Professional Services Design Cost $25,951 Environmental Documentation Cost1 44,175 Professional Services Subtotal $70,126 Administrative Fee (3% of Professional Services) 2,104 Maximum Amount of Authorized Funding $72,230 1Additional environmental documentation (e.g., cultural resources survey, contaminated property investigation, etc.) may be required and authorized in a subsequent agreement or by amending this SFA, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 128 Page 5 of 5 Exhibit B Lynn Avenue Extension City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 129 Page 1 of 5 Reference Numbers: SWLRT Project: 61001 Metropolitan Council: City of St. Louis Park: ___________ PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT MASTER AGREEMENT: Master Funding Agreement – City of St. Louis Park PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • City of St. Louis Park (“City”) SUBORDINATE FUNDING AGREEMENT City of St. Louis Park – 04 (Beltline/CSAH 25 Intersection Improvements) This Subordinate Funding Agreement (“SFA”) with the City of St. Louis Park is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement (“MFA”), effective February 3, 2015. 2. The Parties provided in the MFA that certain aspects of funding for the Project or components related to but not part of the Project would be determined in subsequent SFAs. 3. The Parties desire to enter into this SFA to transfer City funds to reimburse the cost for Council activities for professional services and the Council’s administrative fee to produce design plans and a construction cost estimate for proposed components related to, but not part of the Project. 4. The Parties acknowledge that the planning of the Project will require numerous federal, state and local processes, approvals and funding commitments. The environmental review and other processes for the Project are ongoing and the Project is subject to change to address those processes. The outcomes of those processes may affect whether the components requested in this SFA will ultimately be constructed. NOW, THEREFORE, in reliance on the statements in these recitals, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The cost for the Council’s professional services and administration activities authorized by this SFA shall not exceed $126,943 unless authorized in a subsequent agreement or an amendment to this SFA. The Maximum Amount of Authorized Funding is subject to amendment based on, but not limited to, additional environmental documentation, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 130 Page 2 of 5 2. SFA Budget. The budget for the Council’s activities described in this SFA is provided as Exhibit A. City funds provided for this SFA may only be used for reimbursing the Council’s costs for activities directly incurred within the described Description of Activities and as detailed in the MFA. 3. Description of Activities. The activities to be performed by the Council and reimbursed by the City includes the development of design plans, completing required federal, state, and local environmental documentation, and a construction cost estimate for circulation and access improvements at the intersection of Beltline Boulevard and CSAH 25 (“Beltline/CSAH 25 Improvements”). See Exhibit B for a general depiction and location of the Beltline/CSAH 25 Improvements. If authorized by the City, the Beltline/CSAH 25 Improvements are anticipated to be constructed by the Project and includes adding bicycle lanes along Beltline Boulevard, adding a second left turn lane for eastbound CSAH 25, closing the frontage road in the northeast quadrant of the intersection, pavement, and lighting. The Beltline/CSAH 25 Improvements may potentially include adjusting utilities and widening Beltline Boulevard to accommodate bike lanes on each side of the roadway. The Council will incorporate the Beltline/CSAH 25 Improvements design plans as a bid alternate in the proposed Project construction bid documents if: a) the environmental review of the Project and the components described in this SFA allow the construction of the Beltline/CSAH 25 Improvements; and b) the Project is permitted to proceed to construction. The Beltline/CSAH 25 Improvements construction specifications will be incorporated in the overall specifications within the Project construction bid documents. No separate or stand alone specifications for the Beltline/CSAH 25 Improvements design plans will be created. After the Council selects a Project construction bid and the bid alternate is public, the City will determine whether or not to accept the bid alternate. If the City chooses to accept the bid alternate, the City is required to enter into a subsequent SFA authorizing the Council to construct the bid alternate and reimburse the Council costs. 4. Environmental Documentation. The Federal Transit Administration (“FTA”) is the Project’s lead federal agency under the National Environmental Policy Act of 1969 (“NEPA”) and the Council is the Responsible Governmental Unit under the Minnesota Environmental Policy Act of 1973 (“MEPA”). The FTA and the Council will complete the environmental review process for the Project, including the components described in this SFA proposed to be constructed as part of the Project. Notwithstanding any contrary language in the MFA or this SFA, the disclosure of draft environmental documents are subject to the Minnesota Government Data Practices Act, Minn. Statutes, Chapter 13, and applicable federal law and the Council in its sole discretion shall determine when such documents can or will be shared with the City. 5. Release of Design Plans. If the City does not enter into an SFA with the Council to construct the Beltline/CSAH 25 Improvements along with the construction of the Project, but requests the Council to release the Beltline/CSAH 25 Improvements design plans to the City for the purpose of current or future use of the plans, the Council shall release the design plans provided an amendment to this SFA or a subsequent agreement is executed by the Parties to address indemnification, liability, claims, access, copyright, and related issues as a result of the release of the Beltline/CSAH 25 Improvements design plans. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 131 Page 3 of 5 6. Property Acquisition. It is anticipated that property rights will need to be acquired to construct the proposed Beltline/CSAH 25 Improvements. If it is required to acquire property rights for the Beltline/CSAH 25 Improvements subsequent agreements must address property access, acquisition, disposition, and other real property matters needed to construct the Beltline/CSAH 25 Improvements beyond what is required to construct the Project. 7. Project Activity Periods. The term of this SFA shall be effective as of February 3, 2015 and shall terminate on the date all costs under this SFA have been reimbursed, unless terminated earlier consistent with the terms of the MFA. 8. No Guarantee of Construction. This SFA describes terms requiring the City to reimburse the Council’s cost for design activities associated with the requested Beltline/CSAH 25 Improvements. It does not guarantee that the Beltline/CSAH 25 Improvements will satisfy environmental review or be constructed. The City and the Council acknowledge that nothing in this Agreement shall require the Council to take any action or make any decision that will prejudice or compromise any review or decision-making processes required under state and federal environmental review laws, regulations or rules. The Parties intend this Agreement to be interpreted consistent with statutory and other legal authorities, including but not limited to the MEPA and the NEPA. The Parties agree that this SFA does not limit the alternatives or mitigative measures that the Council may undertake in the development and construction of the Project. The Council retains the right to make decisions and necessary approvals associated with Project requirements. 9. Incorporation. The terms, conditions, and definitions of the MFA are expressly incorporated into this SFA. CITY OF ST. LOUIS PARK METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 132 Page 4 of 5 Exhibit A SFA Budget – Beltline/CSAH 25 Improvements Item Cost Professional Services Design Cost $92,504 Environmental Documentation Cost1 30,742 Professional Services Subtotal $123,246 Administrative Fee (3% of Professional Services) 3,697 Maximum Amount of Authorized Funding $126,943 1Additional environmental documentation (e.g., cultural resources survey, contaminated property investigation, etc.) may be required and authorized in a subsequent agreement or by amending this SFA, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 133 Page 5 of 5 Exhibit B Beltline/CSAH 25 Improvements City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 134 Page 1 of 5 Reference Numbers: SWLRT Project: 61001 Metropolitan Council: City of St. Louis Park: ___________ PROJECT: SOUTHWEST LIGHT RAIL TRANSIT PROJECT MASTER AGREEMENT: Master Funding Agreement – City of St. Louis Park PARTIES TO AGREEMENT: • Metropolitan Council (“Council”) • City of St. Louis Park (“City”) SUBORDINATE FUNDING AGREEMENT City of St. Louis Park – 05 (Louisiana Station Trail) This Subordinate Funding Agreement (“SFA”) with the City of St. Louis Park is entered into by and between the above named Parties. WHEREAS: 1. The Parties entered into a Southwest Light Rail Transit Project (“Project”) Master Funding Agreement (“MFA”), effective February 3, 2015. 2. The Parties provided in the MFA that certain aspects of funding for the Project or components related to but not part of the Project would be determined in subsequent SFAs. 3. The Parties desire to enter into this SFA to transfer City funds to reimburse the cost for Council activities for professional services and the Council’s administrative fee to produce design plans and a construction cost estimate for proposed components related to, but not part of the Project. 4. The Parties acknowledge that the planning of the Project will require numerous federal, state and local processes, approvals and funding commitments. The environmental review and other processes for the Project are ongoing and the Project is subject to change to address those processes. The outcomes of those processes may affect whether the components requested in this SFA will ultimately be constructed. NOW, THEREFORE, in reliance on the statements in these recitals, the Parties hereby agree as follows: 1. Maximum Amount of Authorized Funding. The cost for the Council’s professional services and administration activities authorized by this SFA shall not exceed $68,617 unless authorized in a subsequent agreement or an amendment to this SFA. The Maximum Amount of Authorized Funding is subject to amendment based on, but not limited to, additional environmental documentation, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 135 Page 2 of 5 2. SFA Budget. The budget for the Council’s activities described in this SFA is provided as Exhibit A. City funds provided for this SFA may only be used for reimbursing the Council’s costs for activities directly incurred within the described Description of Activities and as detailed in the MFA. 3. Description of Activities. The activities to be performed by the Council and reimbursed by the City includes the development of design plans, completing required federal, state, and local environmental documentation, and a construction cost estimate for a new 8-to-10 foot wide pedestrian/bicycle trail (width dependent upon real property impacts) along Oxford Street from the proposed Louisiana Station park & ride and eastward along the proposed Project alignment and terminating at the intersection of Railroad Ave. and Brunswick Ave. South (“Louisiana Station Trail”). See Exhibit B for a general depiction and location of the Louisiana Station Trail. If authorized by the City, the Louisiana Station Trail is anticipated to be constructed by the Project and includes excavation, pavement, lighting, and fencing, and design adjustments of the Southern Connector Bridge, retaining walls along the Project alignment, and adjustment of the signal bungalow west of Brunswick Avenue. The Council will incorporate the Louisiana Station Trail design plans as a bid alternate in the proposed Project construction bid documents if: a) the environmental review of the Project and the components described in this SFA allow the construction of the Louisiana Station Trail; and b) the Project is permitted to proceed to construction. The Louisiana Station Trail construction specifications will be incorporated in the overall specifications within the Project construction bid documents. No separate or stand alone specifications for the Louisiana Station Trail design plans will be created. After the Council selects a Project construction bid and the bid alternate is public, the City will determine whether or not to accept the bid alternate. If the City chooses to accept the bid alternate, the City is required to enter into a subsequent SFA authorizing the Council to construct the bid alternate and reimburse the Council costs. 4. Environmental Documentation. The Federal Transit Administration (“FTA”) is the Project’s lead federal agency under the National Environmental Policy Act of 1969 (“NEPA”) and the Council is the Responsible Governmental Unit under the Minnesota Environmental Policy Act of 1973 (“MEPA”). The FTA and the Council will complete the environmental review process for the Project, including the components described in this SFA proposed to be constructed as part of the Project. Notwithstanding any contrary language in the MFA or this SFA, the disclosure of draft environmental documents are subject to the Minnesota Government Data Practices Act, Minn. Statutes, Chapter 13, and applicable federal law and the Council in its sole discretion shall determine when such documents can or will be shared with the City. 5. Release of Design Plans. If the City does not enter into an SFA with the Council to construct the Louisiana Station Trail along with the construction of the Project, but requests the Council to release the Louisiana Station Trail design plans to the City for the purpose of current or future use of the plans, the Council shall release the design plans provided an amendment to this SFA or a subsequent agreement is executed by the Parties to address indemnification, liability, claims, access, copyright, and related issues as a result of the release of the Louisiana Station Trail design plans. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 136 Page 3 of 5 6. Property Acquisition. If it is required to acquire property rights for the Louisiana Station Trail, subsequent agreements must address property access, acquisition, disposition, and other real property matters needed to construct the Louisiana Station Trail beyond what is required to construct the Project. 7. Project Activity Periods. The term of this SFA shall be effective as of February 3, 2015 and shall terminate on the date all costs under this SFA have been reimbursed, unless terminated earlier consistent with the terms of the MFA. 8. No Guarantee of Construction. This SFA describes terms requiring the City to reimburse the Council’s cost for design activities associated with the requested Louisiana Station Trail. It does not guarantee that the Louisiana Station Trail will satisfy environmental review or be constructed. The City and the Council acknowledge that nothing in this Agreement shall require the Council to take any action or make any decision that will prejudice or compromise any review or decision-making processes required under state and federal environmental review laws, regulations or rules. The Parties intend this Agreement to be interpreted consistent with statutory and other legal authorities, including but not limited to the MEPA and the NEPA. The Parties agree that this SFA does not limit the alternatives or mitigative measures that the Council may undertake in the development and construction of the Project. The Council retains the right to make decisions and necessary approvals associated with Project requirements. 9. Incorporation. The terms, conditions, and definitions of the MFA are expressly incorporated into this SFA. CITY OF ST. LOUIS PARK METROPOLITAN COUNCIL By: By: Its: Its: Date: Date: By: Its: Date: City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 137 Page 4 of 5 Exhibit A SFA Budget – New Trail Connecting Louisiana Station to Brunswick Avenue Item Cost Professional Services Design Cost $48,557 Environmental Documentation Cost1 18,061 Professional Services Subtotal $66,618 Administrative Fee (3% of Professional Services) 1,999 Maximum Amount of Authorized Funding $68,617 1Additional environmental documentation (e.g., cultural resources survey, contaminated property investigation, etc.) may be required and authorized in a subsequent agreement or by amending this SFA, as determined necessary. City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 138 Page 5 of 5 Exhibit B New Trail Connecting Louisiana Station to Brunswick Avenue City Council Meeting of February 2, 2015 (Item No. 8b) Title: SWLRT Master and Subordinate Funding Agreements Page 139