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05-1160Council File # �_ ,��� Resolution # RESOLUTION C1TY OF Presented By Re£erred To ttee: ' Date 3� I Approval of Joint Powers Agreement with Ramsey County Regional Ra�lroad Authority and Minnesota 2 Department of Transportation Concernmg the 3 Snelliug-University Capacity Analysis 4 6 7 8 9 10 11 12 I3 14 15 16 17 18 19 20 Z1 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 41 42 43 4 "FJ 47 WHEREAS, the City has studied the capacity of tfie SnelTing and Universrty intersection, and concluded thai the intersection, in its currenY configuration, caanot maintain a level of service of "D" or better, and WHEREAS, the Rainsey County Regional Railroad Authority (RCRRA) and the Mnuiesota Department of Transportation (MnDO'I) aze also concemed about the future operations at SneIling and Universiry; and WHEREAS, Snelling Avenue is a state highway and University Avenue is a County road; and WHEREAS, the City of Saint Paul desires an analysis of potentiaP capacity- enhancing improvements to the SneTTing- University nrtersection; and WHEREAS, the Prelimivary Engineering process for trausiY improvements (LRT or BRT) is due to commence in the second quarter of 2006, and WHEREAS, THIS AGREEMENT DESIGNATBS THE City of Saint Paul as the responsible pariy for up to $200,000 in expenditures for a consukant study to study capaciry improvements, and WHEREAS, the City's contribution to the analysis is $SQ,000 (25%), ii�e RCRRA's contributian is $100,000 (50%) and MtiDOT's confsibution is �50,000 (25%); and WHEREAS. the adonted budget aireadv reflects exi�endi4zre of $50_000 on this Anaivsis. NOW, THEREFORE, BE TT RESOLVED that the City Council of Saint Paui approves the attached 7ourt Powers Agreemem; and BE IT FUR'T'HER RESOLVED, that the "Snelling-University Capacity Anatysis" will include up to $50,000 from the C� of Saint Paui, u to $50,000 from MuDOT, and u to $100,000 fram the RCRRA. Yeas 3da s Absent Requested by Department of: Benanav P1 ��conon'c eve.o me t Bostrom ✓ HarrSs ✓ &Y Hel en �/ Approved by Financial Services Adoption � By: A��roved by By: � uat8 � ���� Green Sheet # 3029001 PAUL, MINNESOTA � B� Form Approved by City Attorney By_ e?/�lJS Appxoved by Mayor for Submission to Council By: � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � �, DepartmenUoffice/councit: P�11/ - Public Works Contact Person 8 Phone: - Allen Lovejoy � 266-6576 Must Be on Council Agenda by (Date): Date initiated: ��_ � "�� OfrDEG05 � Green Sheet NO: 3029001 � i ueoartmenc sent � o rerson m vuac � i 0 lannin2 & Emnomic Develoo � Allen Loveiov ��` �� �° G Assign ! 1 P�annine & Economic Develoo i Direc[or/S. Kimberlv I Number � Z ,��riAttoroev � CSNAttornev F � r ' 3 Mavor's Office i Mavor/Assistant i Routing Order 4 Council Ciri Council I 5 � lannin2 & Ecouomic Develoo I A11en Loveiov � Total # of Signature Pages _(Clip All Lowtions for Signature) Adopt resolution concerning the Joint Powers Agreement for the Snelling-University Capacity Analysis. Recommendations: Approve (A) or Reject Planning Commission CIB Committee Civil Service Commission sernce contrects must answer tne Fouowing ciuestions: 1. Has this person/firtn ever worked under a confract for this department? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this person/firm passess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separate sheet and attach to green sheet Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): The City needs to analyze potential capacity-enhancing unprwements to the Snelling-University intersection. In this endeavor, the City is parinering with Ramsey County and MnDOT. Advantapes If Approved: The City will have improvement opfions to consider in advance of the Central Corridor Preluninary Engineering work, wluch will eventually set the final design for the intersecrion. Disadvantapes If Approved: None. Disadvantaqes If Not Approved: The City wIll not be adequately informed to make recommendations regarding possible LRT constxuction on University Avenue. Total Amount of Transaction: Fundinp Source: Cost/Revenue Budgeted: Activity Number: Financiallnformation: (Explain) AGREEMENT BETWEEN THE CITY OF SAINT PAUL, RAMSEY COUNTY ��'��� REGIONAL RAILROAD AUTHORITY AND STATE OF MINNESOTA DEPARTMENT OF TRANSPORTATION FOR TRAFFIC AND TRANSIT CAPACI'I'Y ANALYSIS OF THE SNELLINGIINIVERSITY AREA 09-23-OS THIS COOPERATION AGREEMENT (AgreemenY'), effecfive on the date of execution by all parties, is made by and among the City of Saint Paul (the "City"), the Ramsey County Regional Railroad Authority (the "Rail Authority"), and the State of Minnesota, acting through its Commissioner of Transportation ("MnDOT") BACKGROUND RECITALS 1. In 2004, the City studied the traffic capacity for Snelling and University intersection, the Snelling and St. Anthony intersection and the Snelling and Concordia intersection, as well as the likely growth of traffic in the azea. The conclusions include that the intersections in their current configuration cannot maintain an adequate level of service of "D" or better (allowing all traffic to clear the intersection in one signal cycle), irrespective of major transit improvements along University Avenue. 2. In June, 2002, the Rail Authority completed the initial draft of the Environmental Ixnpact Statement concerning development of major transit improvements in the "Central Corridor" connecting downtown Saint Paul, the Midway area, the University of Minnesota — Minneapolis Campus and downtown Minneapolis. Since then the Rail Authority has been in negotiations with the Federal Transit Administration (FTA) to obtain approval to proceed with the public hearing phase of the EIS process. 3. In April, 2005, the State of Minnesota included $5,250,000 in State bonding far the study of University Avenue transit way improvements, thereby heightening the urgency for analyzing capacity potential at University and Snelling. This State money matches the $5,250,000 already allocated by the Federal Transit Administration (FTA) and is sufficient to do Preliminary Engineering for transit improvements. 4. For the County, City, Rail Authority and MnDOT the critical question is: How do we optimize operation of the University and Snelling intersection and adjoining street system given: a. Expected traffic volumes; b. Right-of-way constraints; and c. Potential new transit way improvements on University Avenue. The parties have passed Resolutions or taken other necessary action authorizing their officials to execute this Cooperation Agreement between and among the parties which contains the following terms and conditions with respect to the Traffic and Transit Capacity Analysis for University and Snelling Project. AGREEMENT NOW, THEREFORE, for mutual valuable consideration, the sufficiency of which has been agreed to by the parties, the County, the Rail Authority, the City and MnDOT agree as follows: �. Purpose p5- �t(�o The purpose of this Agreement is to set forth the agreements made among the parries on topics and issues with respect to the plamiing, engineering, and design of possible capacity improvements to the Universiry and Snelling intersection. T'his analysis is to be a technical one and not one to achieve polirical consensus. This agreement will provide for the payment of funds from the Rail Authority and MnDOT to the City to hire an agreed-upon consultant. II. General Provisions A. Term of A�reement. This Agreement shall be effective on the date of execution by all four parties and shall remain in effect until Apri130, 2006 unless otherwise agreed to by the parties. B. Insurance. Each pariy agrees that it will be responsible far its own acts, errors, and omissions and the results thereof to the extent authorized by law, and shall not be responsible for the acts of the other parties and the results thereof. The liability of the City, County and Rail Authority is governed by the provisions of Minnesota Statutes, Chapter 466. MuDOT's liability is governed by Minnesota Statutes §3.736. Each party warrants that it has an adequate self-insurance program in effect. C. Emplovees. All employees of each party and ali persons engaged by each Party in the performance of any work or services required ar provided for herein to be performed by each party shall not be considered employees of any other party and any and all claims that may ar might arise under the Workers Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said employees while so engaged, and any and all claims made by any third parties as a consequence of any act or omission on the part of said employees while so engaged, on any of the wark or services provided to be rendered herein, shall in no way be the obligation or responsibility of any other pari}c D. Applicable Provisions of Law. The Parties shall comply with applicable provisions and requirements of Minnesota state law, and regulations including but not limited to compliance with prevailing wage requirements, federal law and regulations and of any applicable local ardinances, all of which shall be considered a part of this Agreement as though fully set forth herein. E. No Discrimination. The City agrees to comply with all applicable laws relating to non- discrimination and affirmative action. In particular, the City agrees not to discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, marital status, status witl� regard to public assistance, membership or activity in a local rights commission, disability, age, or national origin, and further agrees to take affirmative action so that applicants and employees are treated equally with respect to all aspects of employment and compensation. The City agrees to comply with Minnesota Statutes section 363.03, subdivision 4, regarding non-discrimination in the provision of public services. F. Public Data. The City agrees that the reports and any new information that is developed with the assistance of the Consultant is in the public domain and may not be copyrighted. 2 OS The City shall comply with the Mimiesota Government Data Practices Act, Minnesota Statutes chapter 13, in admiuistering data under this Agreement. G. Severabilitv. 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 parts which are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to the parties. One or more waivers by said party of any provision, term, condition or covenant shall not be construed by the other party as a waiver to a subsequent breach of the same by other parties. H. Assi�unent. Amendments, Waiver and Contract Complete: H-1. Assi�unent. The City may neither assign nor transfer any rights or obligations under this agreement without the prior consent of the State and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this agreement, or their successors in office. H-2. Amendments. Any amendment to this Agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the Original Agreement, or their successars in office. I. Intellectual Property Rights. The parties to this Agreement will jointly own all rights, title and interest in all of the intellectual property rights. The City will include appropriate provisions in its consultant contract to effectuate this intent. J. Termination. With written agreement of all parties, the Agreement may be terminated at any time, with or without cause, upon 30 days' written notice to the other parties. Any of the parties may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding sources; or if fund'mg cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by mailed or fax notice to all other parties. The parties are not obligated to pay for any of the services that are provided after notice and effective date of termination. However, any of the parties will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. None of the parties will be assessed any penalty if the Agreement is terminated because of a decision of the Minnesota Legislature, or other funding source, not to appropriate funds. Any party must provide the other parties notice of the lack of funding within a reasonable time of receiving such notice. In the event this project is cancelled or terminated prior to completion of the Consultant Contract, the County, the Rail Authority and MnDOT will be receive pro-rated refunds from the City based on the percentage of the Consultant Contract completed. III. Scope Definition. For purposes of this Agreement, and for the pending Consultant Contract, Capacity Improvements consist of the following potential elements: - Widening of Snelling, or University, or both University and Snelling - Completion of the "ring road" around the intersection - Grade separation of University Avenue traffic and/or LRTBusway - Possible alignment alternarives - Various combinations of the above four. See Attachment A for the detailed scope of services. 05- � tt�o Note: The analysis will not include major redesign of the interchange at Snelling Avenue and Interstate 94. The consultants will deliver work products to all parties as specified in the Final Consultant Contract. IV. Responsibilities Resnonsibilitv. The City shall have lead responsibility in the hiring of an appropriate consultant and for administering the contract with the consultant. All four will actively participate in selecting the consultant, reviewing the consultant works, determining the need for any changes in the scope of the contract with the consultant and developing the final report. Representatives from each of the parties wili joinfly create criteria for selecting a consultant, and developing the RFP. Representatives of each of the parties will collectively meet regularly with the consultant and give the consultant direction in completing the contract tasks and in approving any changes in scope of the consultant's work. Any recommendations resulting from the consultant study are advisory in nature only, and the parties are not bound to implement such recommendations. V. Financial Plan and Payment A. Estimated Budaet. The parties agree that the budget estimate for the Consultant Contract is $200,000. Costs will be apportioned so that the Rail Authority pays 50% and the City and MnDOT each pay 25% of the total costs of the Consultant Contract. Oversight and review staffing by the parties will not count toward the percentage paid nor will such staff costs be reimbursed. The request for proposal for the Consultant Contract will reflect a total consultant cost not to exceed $180,000. However, that amount may be adjusted jointly by the parties not to exceed $200,000. B. Terms of Pavment. No later than 90 calendar days after execution of this Agreement by all parties, or 30 days after receipt of a proper invoice from the City, whichever is later, MnDOT shall transfer to the City the sum of at least $45,000 and the Rail Authority shall transfer to the City the suxn of at least $90,000 as contributions to the hiring of a consultant for the performance of duties in Attachment A. In the event that additional funds are needed, MnDOT shall pay up to an additional $5,000 and the Rail Authority up to $10,000 to the City upon completion and delivery of the final report of the Consultants. C. Authorized Agents. The County's authorized agent for the purpose of administration of this Agreement is the County Engineer, or his designee, or his successor. The Rail Authority's authorized agent for the purpose of administration of this Agreement is the RCRRA Director, or her designee, or her successor. MnDOT's authorized agent for the purpose of administration of his Agreement is the 1VIetro District Engineer or his designee. The City's authorized agent far the purpose of administration of this Agreement is the Directar of Public Works or his designee or his successor at City Hall flnnex, 25 0 West Fourth Street, St. Paul, MN 55102, (651) 266-6099. The authorized agent for the �� � Rail Authority is the Chair of the Ramsey County Regional Railroad Authority or his designee at the County Courthouse, 15 West Kellogg Boulevard, St. Pau1, MN 55102. VI. Schedule The County, the Rail Authority, the City and MnDOT will receive periodic progress reports and a final report from the City on the items listed as the City's responsibility under Paragraph III. of this Agreement. The intent of the parties is to award the consultant contract no later than November 30, 2005, with all work products delivered no later than March 31, 2006. The City agrees that all items listed as the responsibility of the City in Section V of this Agreement sha11 be completed no later than May 31, 2006. Further the City agrees to reimburse to the Raii Authority, and MnDOT on May 31, 2006, any and all funds plus accrued interest on such funds which have been advanced to the City by the Rail Authority and MnDOT pursuant to this Agreement for items for which the City is responsible and which have not been substantially completed by May 31, 2006. VII. Ethics In entering into, and carrying out this agreement, including the letting of any contracts required or permitted hereunder, each party will comply with all applicable federal, state and local laws, rules, and policies including, without limitation, laws and policies concerning personal and organizational conflicts of interest, and ethics in procurement VIII. Accounfing and Availability of Records Requirements A. Documentation of Project Costs. All Consultant costs charged to this Project must be supported by proper documentation, including invoices. B. Accounts and Records. The City agrees to establish and maintain accurate, detailed, and complete separate accounts and records relating to the receipt and expenditure of all costs incurred under this Agreement including all project documents, financial records, supporting documentation, and the property records. These project accounts and records shall be retained intact the County for at lease six (6) years following the end of the term of this Ageement. These requirements shall survive termination of this Agreement. C. Audit. The Parties agree that each Party hereto, the Legislative Auditor, the State Auditor, or any of their duly authorized representatives upon reasonable notice and during normal business hours, and as often as they reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, or records, which are pertinent to the accounting practices and procedures of the City and involve transactions relating to this Agreement. This right to audit will extend for a minimum of six (6) years from the expiration of this Agreement. This provision shall survive termination or expiration of this Agreement. o5-u�o �. Entire Agreement It is understood and agreed that the entire agreement among the parties is contained herein and that this Agreement supersedes all prior oral agreements and negotiations among the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and aze deemed to be part of this Agreement. Any alterations, variations, modifications, or waivers of provisions of the Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. IN TESTIMONY WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. CITY OF 5AINT PAUL By: Dt: Director, Department of Public Works Approved as to Form: Office of the City Attorney Office of General Counsel 7\15f.9�'ZK�IIhti1►•a•�5Cl�[�S►/\If`7•\i�3� s 1 • . 1 �_ _ � � Chair, Regional Rail Authority Dt: Budgeting and Accounting By: Dt: Director, Regional Rail Authority Approved as to Form: County Attorney MINNESOTA DEPARTMENT OF TRANSPORTATION State Encumbrance Verification Commissioner of Transportation Individual certifzes that funds have been encumbered as required by Minn. Stat. �'§ 16A.15 and 16C.05 Date: CFMS Contract No. A- : (with delegated authority) Title: Date: Commissioner of Administration As delegated to Materials Management Division By: _ Date: ATTACHMENT -A V�' ��� v WORK TASKS FOR CONSULTEINT SERVICES TECHIVICAL ANALYSIS OF ALTERNATIVE TRAFFIC OPERATIONS SCENARIOS AT SNELLING/[JNIVERSTTY INTERSECTION Collect and review existing data for University Avenue (Aldine to Pascal) and Snelling Avenue (Concordia to Thomas) a. 2004 tiuiiing movement counts (to be provided by Ciry) b. 2025 travel forecasts for Central Corridor (to be provided by Metro Council) c. 2004-2005 DMJM studies (to be provided by RCRRA) d. Current land use plans (to be provided by City) 2. Prepare base mapping for project: a. GIS mapping (files to be provided by Ramsey County) b. Aerial photographs (files to be provided by Ramsey County) c. Plans and profiles for LRT alternatives (to be provided by RCRRA) d. 1-2 foot contours (to be provided by Ramsey County) e. As-builts far University Avenue, Snelling Avenue and, if available, "ring road" streets (to be provided by City and County) 3. Prepare a range of sketch alternatives based on: a. Brainstorming session with staff team b. Ideas provided by key stakeholders (via staff team) c. Consultant team ideas 4. Evaluate altematives conceptually and, in conjunction with staff team, select best three options for more detailed study: a. Potential traffic impacts b. Potential transit impacts c. Potential development capacity d. Potential air quality impacts e. Potential cost f. Potential right-of-way acquisition g. Potential visual impacts h. Otl�er potential critical factors Prepare to-scale design concept drawings (plan views on aerial photograph or similar base — 1-2 foot contours), profiles and elevations for three alternatives (no surveying required) based on maximum feasible capacity (to be determined in coordination with staff team). Concept drawings should incorporate proposed LRT station, bus transfer facility, etc.: a. Widening of University Avenue and/or Snelling Avenue (may include I-94 ramp intersections but not to include reconstruction of I-94 interchange) b. Grade-sepazation of LRT `"�_ � ��� a Ring-road system (alignment to be determiued in coordination with staff team) 6. Conduct a.m. and p.m. peak hour operations analysis to determine optimum signalization for forecasted traffic: a. With existing transit service b. With proposed LRT system and associated transit service c. With maYUnized transit system and service 7. Determine potential growth capacity for each alternative by determining projected a.m. and p.m. peak hour traffic capacity for each alternative and comparing capacity to existing traffic counts and forecasted traffic volumes: a. Level of service by movement b. Queue lengths c. Delay 8. Develop cost estimates for each alternative. 9. Identify measures of effectiveness and potential impacts/benefits related to: a. Development capacity b. Air quality (modeling not required) c. Traffic d. Transit e. Cost f. Right-of-way acquisition g. Visual impacts h. Other critical factors 10. Prepare a generalland use scenario for each altemative in plan view that would illustrate the development capacity of each alternative. 11. Prepare elevations or perspective sketches of each alternative that would illustrate the visual appeazance of each alternative. 12. In coordination with staff team, identify next steps required for decision-making. li. Prepare a technical memorandum suunnarizing the analysis methodology and results of the previous tasks. 14. Meet with staff team (up to 10 meetings — 2/month for 5 months). D�-/l�a C;ITY OF SAINT PAUL Randy C_ Keliy, Mayar DEPAR'1'MEN'i' OF PI.ANNING & ECONOMICDEVELAPMENT SrxweK�Kmiib�t}; Dbetaar 25WestFavthSVeet S�ttPau�MN55102 December 14, 2005 Councilmember 7ay Benanav 310 D City IIall 15 West Kellogg Boutevard Saint Paul, MN 55102 Q Telephonz 651-266-6700 FacsimiTe: 651-228-3220 Couneilmember Debbie Montgomery 3I0 A City Hatl I S West Kelfogg Boulevazd Saint Paul, MN 55102 RE: Snelling-University Capacity Study D�az Councilmembers: The following is in response to the letter you received yesterday from the staff of University UnitedlMidway TMO regarding the Snelling-University Capacity Study. 3 will briefly respond to each main point raised in yesterday's letter. In addition, I am including an amended page 3 of the 3oint Powers Agreement that includes consideration of Transit Demand Management as one of now four etements to be analyzed. l. Why isn't TDM included as a major consideration? See above. In addition, TDM, in and of itself, will not "solve" the problem of congestion. Many coordinated activities are required to deal with traffic in the area. Detailed analyses, garticularly in Catifornia where tttey have pushed the TDM litnits, have found that '£BM works best in comhination with a variety of methods to deal uritk congestion, ineludiug capaeity enfiancements. 2. A. Don't look at Snelling and University traffic in a vacuum. Staff concurs that decisions should not be made without looking a# the broader traffic implications of LRT and potential new roadway segments. However, this finite analysis is being implemented with funding in the 2005 budgets of MnDOT, Ramsey County aad City Pubfic Works. Staff intends to proceed with the broader traffic study when fundiug is secured in 2006. In addition, the sta�' is very concerned about pedestrian safety as well as creating areas appropriate for redeveiopment. D� -lll� Councilmembers Benana� and Montgomery Page Two December 14, 2005 B. A traflic analysis shouid include a large area bounded by Hw} 36, I-94, I-35E and I 35R'. Although staff has not detennined the boundaries of such a traffic study, it will be a very large area in the northwest quadrant of the city. 3. Adopt an interim transit overlap zoning district banuing drive-thrus and auto-oriented development This Study does not promote nor reject the notion of an overlay district. However, the Study is also not likely to inform whether such an overlay district is appropriate. 4. Lack of public process is a concern and that staff will "decide" the design of the intersection without consuiting tfie community. The 7oint Powers Agreement under "Purpose" on page two states: "The purgose of this Agreement is to set forth the agreements made among tke pazties on topics and issues with respect to the planning, engineering, and design of possible capacity improvements to the University and Snelling intersection. This analysis is to be a technical one and not one to achieve political consensus." Staff has no designs to decide on a preferred design, but to look at possible capacity improvements only. I will be at this aftemoon's City Councii meeting and will be glad to respond to any questions and concerns you may have about this matter. Sincerely, , Allen Lovejoy � Principal Planner c.c. Nancy Haas, Mayor Kelly's Office Councii President Kathy Lantry Councilmember Dan Bostrom Councilmember Pat Harris Councilmember Lee Helgen Councilmember Dave Thune Ramsey County Commissioner Toni Carter Ramsey County Commissioner 7anice Rettman Nancy Homans, Mayor-elect Coleman's Office Brian McMahon Russ Stark Document2 AA-ADA EEO EMPLOYER b�-ll�o PAGE 3 AMENDED — SNELLING IJNIVERSTTY CAPACITY ANALYSIS JOINT POWERS AGREEMENT A. substautially impair the value of the entire Agreement with respect to the parties. One or more waivers by said pariy of any provision, term, condition or covenant shall not be construed by the other party as a waiver to a subsequent breach of the same by other parties. B. Assi�ment. Amendments. Waivex and Contract Compiete: H-1. � Assignment. The City may neither assiga nor transfer any rights or obligations under this agreement without the prior consent of the State and a fully executed Assigument Agreemem, executed and agproaed by the same parties who executed and approved ttus agreement, or their successors in office. H-2. Amendments. Any aznendmenY to this Agreement must be in writing and wiil not be effective until it has been executed and approved by the same parties who executed and approvad the Original Agreement, or their successors in office. C. Intellectual Properry Riehts. The parties to this Agreement will jointly own all rights, tifle and interest in alI of the intellectual property rights. The City will include appropriate provisions in its eoasultaut contract to effectuate this intent. D. Termination. With written agreement of all parties, the Agreement may be terminated at any time, with or without cause, upon 30 days' written notice to the other parties. Any of the parties may immediately temunate this Agreement if it does not obtain funding from the Minnesota Lagisiature, or other funding sources; ar if funding cannot be continued at a level sufficient to allow for the payment of the setvices covered here. Tetmination must be by mailed or fax notice to all other parties. The parties are not obligated to pay for any of the services that are provided after notice and effective date of termination. However, any of the parties will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. None of the parties will be assessed any penalty if the Agreement is terminated because of a decision of the Minnesota Legislature, or other fuading source, not to appropriate funds. Any pazty must provide the other parties notice ofthe Iack of funding within a reasonabie time of receiving such notice. In the event this project is cancelled or temunated prior to completion of the Consultant Contract, the County, the Rail Authority and MnDOT will be receive pro-rated refunds from the City based on the percentage of the Consultant Contract completed. III. Scope Definition. For purposes of this Agreement, and for the pending Consultant Coniract, Capacity Improvements consist of the following potential elemerns: - Widening of Snelling, or University, or both University and Snelling - Completion of the "ring road" around the intersection - Grads separation of Universify Avenue tiraffic andlar LRT/Busway - Transportation Demand Management considerafions - Various combinations ofthe above four.